Affiliate agreement
Effective Date: 2008/07/04
This Service Agreement for Affiliates (Agreement) is entered into on the above stated Effective Date by and between VEVS Ltd. a corporation doing business as PHPjabbers.com.
1. PHPJabbers.com Obligations.
a. Secure online End User product order and credit card purchase capabilities.
b. End User credit card purchase transaction processing.
c. Processing of transaction payments to Affiliate via paypal.
d. Providing Affiliate online daily, weekly and monthly sales and visitors reports, and real-time reports of individual Product sales. End User personal identification information or other information not to be disclosed to Affiliate.
e. Technical support to Affiliate will be provided during normal business hours (Monday - Friday, 7AM to 4PM Central Standard Time).
f. The PHPjabbers.com Affiliate Service will be available and operational 24-hours, seven-days a week, three hundred and sixty-five days a year absent extraordinary circumstances and Force Majeure events.
2. Compensation.
a. In consideration of this Agreement, Commissions shall mean funds actually received by Affiliate for sales of PHPjabbers.com Products.
b. Affiliate will be compensated for each sale that is made from the Affiliate Channel. PHPjabbers.com shall remit payment once per month and will process in the second billing cycle following the sales transaction period and only when the account balance of Affiliate exceeds total commissions of $10 after all applicable adjustments.
For the purpose of this Agreement, Transaction Period is defined as all qualified orders placed on or after the first day of any given month and prior to the first day of the following month. All payments are in $US only. For example, if a sale has been made on 2nd of January you will receive its commission on 1st of March payment.
c. Affiliate may have a negative balance if Affiliate account is debited amounts equivalent to previous Commissions for Chargebacks, Returns or other qualified debits and Affiliate does not have an adequate Account balance to cover the debit amounts. Whenever Affiliate has a negative balance, Affiliate must immediately remit a payment to PHPjabbers.com in an amount sufficient to bring Account to a zero balance. Payment will be made via paypal and will be made in $US. Affiliate Account will not reflect payment until the e-check has cleared or funds have been transferred to PHPjabbers.com paypal account. Affiliate Account will not accrue interest. If Affiliate Account has a negative balance for any period of 45 days or more, the Account is subject to 1.5% interest per month, compounded monthly.
d. Affiliate Account may be terminated for non-payment. Affiliate accounts not earning Commissions for 6 concurrent months may be terminated and Commissions forfeited at the sole discretion of PHPjabbers.com.
3. Affiliates Obligations.
a. Affiliates will be solely responsible for the development, operation and maintenance of Affiliates Web Site and for all materials that appear on Affiliates Web Site. Such responsibilities include, but are not limited to, the technical operation of Affiliates Web Site and all related equipment; the accuracy and propriety of materials posted on Affiliates Web Site; and, ensuring that materials posted on Affiliates Web Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters.
b. Affiliate is obligated to maintain appropriate links enabling sales transactions on its Authorized Affiliate Channel. Appropriate links are provided by PHPjabbers.com via Affiliates successful login to the Affiliate Service. Any modification of these links may result in transactions not being successfully completed or credited to Affiliate and Affiliate bears complete responsibility in doing so and is not entitled to any Commissions as a result.
c. Placement of PHPjabbers.com products links shall be done in a commercially reasonable manner and should not include placement in message boards, unsolicited email or any other types of spam or similar internet resources where it is inappropriate.
d. Representations. Affiliate shall make no representations or warranty regarding PHPjabbers.com Products beyond those representations and warranties published by PHPjabbers.com.
e. Affiliate shall keep secret any and all user names and passwords used by Affiliate to access Affiliates Service account and to disclose the user names and passwords only to those employees of Affiliate having a need to know them for the purpose of carrying out their employment responsibilities to Affiliate. Affiliate shall immediately notify PHPjabbers.com in the event Affiliate has reason to believe that a password has been disclosed to an unauthorized person.
f. Maintenance and Support of Authorized Affiliate Channel. Affiliate shall be solely responsible for maintaining and supporting Affiliates Authorized Affiliate Channel for the purposes of this Agreement.
4. Term and Termination.
This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the Initial Term) unless and until terminated as set forth below:
a. Renewal. This Agreement will be automatically renewed for successive one (1) year terms (each a Renewal Term) unless earlier terminated.
b. Termination. Either party may terminate this Agreement for no cause stated upon written notice prior to the expiration of the Initial Term or any Renewal Term.
c. Payment Obligation. The termination of this Agreement shall not affect a party's obligations under this agreement to make any payments due and owing to the other party prior to the termination of this Agreement.
5. Warranties and Indemnification.
a. Warranties
1) General Warranties. Each party warrants that it has the authority and all rights, licenses, agreements and permissions necessary to enter into this
Agreement and perform its obligations hereunder without conflict with any
preexisting obligation or agreement.
2) Warranties by Affiliate. Affiliate warrants that the Authorized Affiliate Channel will not be intentionally used to communicate any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or
other computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system data or personal information. Affiliate further warrants to the best of its knowledge that Affiliates Authorized Affiliate Channel does not infringe any patent, copyright, trade secret, or other third party proprietary right.
b. Indemnification.
1) Affiliate shall indemnify and hold harmless PHPJabbers.com against any and all liability, suits, claims, losses, damages and judgments, and shall pay all costs (including reasonable attorney's fees and litigation expenses) and damages to the extent that such liability, costs or damages arise from a claim that the Affiliates Authorized Affiliate Channel infringes any patent, trademark, copyright, trade secret, or any other third party proprietary right. Affiliates obligations under this section are conditioned upon it being given prompt written notice of each such claim received in writing by eSellerate.
2) eSellerate shall indemnify and hold harmless Affiliate against any and all liability, suits, claims, losses, damages and judgments, and shall pay all costs (including reasonable attorney's fees) and damages to the extent that such liability, costs or damages arise from a claim that the eSellerate Service infringes any patent, trademark, copyright, trade secret, or other third party proprietary right. eSellerates obligations under this section are conditioned upon it being given prompt written notice of each such claim received in writing by Affiliate.