| Terms and Conditions, Trashsack.com Affiliate Program This Agreement contains the complete terms and conditions that apply to participation in the Trashsack.com, Inc. Affiliate Program (the "Program"). As used in this Agreement "Trashsack.com" means Trashsack.com, with offices at 836 North 12th Street, San Jose, CA, a California company, "Affiliate" means the Representative Program Applicant (you). This Affiliate Program and Trashsack.com, are provided "as is" and use of Trashsack.com, is subject to the user terms and conditions as posted on the site. 1. Enrollment in the Program
Trashsack.com retains the right to accept or deny Affiliates requesting participation in the Trashsack.com Affiliate Program based solely on its own determination. Web Sites are individually invited by Trashsack.com for participation in the Affiliate Program. For those Affiliates considering participation in Trashsack.com Affiliate Program, it is important to note that Trashsack.com will NOT offer our Program to web sites that promote any type of discrimination, violence, pornographic material, illegal activities or those that are defamatory in nature. 2. Promoting Trashsack.com on Affiliate's Site
Affiliate will be responsible for the placement on various buttons, banners, and/or text links. Trashsack.com will provide some banners, buttons, text and artwork ("Creative") and will suggest corresponding URL Links ("Links"). The Affiliate will be responsible for the placement of these Links in its sites. 3. Reporting
Trashsack.com will monitor traffic and Affiliate Commissions data resulting from individuals using Links from Affiliate's site to Trashsack.com, and the Affiliate will have access to some traffic reports. Affiliate will receive or select a password and then have the ability to enter a password-protected site to view statistics. The form and content of the reports may vary from time to time, depending upon the Affiliate interface chosen by Trashsack.com. It is the responsibility of the Affiliate to ensure that the Links between Affiliate's site and Trashsack.com, are properly formatted. 4. Affiliate Commission Payment
Trashsack.com will pay Affiliate an Affiliate Commission ("Affiliate Commission") based upon a "Trash Sack" sale only. The exact percentage will be 33.4%. The Affiliate Commission will be paid only during the period when this Affiliate Agreement is in place.
The Affiliate Commission is subject to change at any time at Trashsack.com's sole discretion. Payments will be calculated on a quarterly basis. Due to the additional time necessary for accounting and printing of statements and checks, approximately thirty (30) days following the end of each calendar month, Trashsack.com will send Affiliate a check for the sum of any Affiliate Commissions earned after a minimum of Ten Dollars ($10) is earned.
5. Limited License
For the duration of this Agreement, Trashsack.com grants Affiliate a non-exclusive, non-transferable, and revocable right to use and display Trashsack.com logos, trade names, and any similar identifying material (collectively "Licensed Materials"), solely for the purpose of promoting Trashsack.com, and its related products and services on the Affiliate's site. This Agreement only gives Affiliate limited usage rights as stated above and the Licensed Materials cannot be used for any other purpose than to promote Trashsack.com. Affiliate may not alter, modify or change the Licensed Materials in any way. The Affiliate is only entitled to use the Licensed Materials if the Affiliate is a member of the Trashsack.com. Affiliate Program. Trashsack.com, reserves all rights in the Licensed Materials and Affiliate agrees not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Trashsack.com and/or related products negatively. 6. Responsibility for Affiliate Site
Affiliate is solely responsible for the development, operation, and maintenance of Affiliate's site and for all materials that appear on Affiliate's site. Trashsack.com hereby disclaims all liability for any aspect of the Affiliate's site. 7. Term of the Agreement
The term of this Agreement will begin upon Affiliate's enrollment in the Trashsack.com Affiliate Program and it will end when terminated by either party. Either Trashsack.com or Affiliate may terminate this Agreement at any time, with or without cause. Affiliate Commissions will only be earned during the period when the Affiliate Agreement is in force. If Affiliate's site violates any of the Program policies this Agreement will be immediately terminated with or without notice. Upon notice of termination of this Agreement, Affiliate agrees to remove all Links to Trashsack.com. 8. Modification
Trashsack.com may modify any of the terms and conditions contained in this Agreement, at any time and with Trashsack.coms' sole discretion, by posting a change notice or a new agreement on Trashsack.com. Trashsack.com will make a reasonable attempt to notify Affiliate of such modification(s), but cannot guarantee success of any notification. Modifications might include, but not be limited to: changes in the scope of available Affiliate Commission, payment schedules, payment procedures, and Program rules. IF ANY MODIFICATION TO THIS AGREEMENT IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING PROGENEALOGISTS' POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON PROGENEALOGISTS, INC. WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 9. Relationship of Parties
Trashsack.com and Affiliate agree that they are independent contractors, and nothing in this Agreement will create any business partnership, joint venture, sales representative, agency, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make representations on Trashsack.coms' behalf without express written approval. 10. Disclaimers and Limitation of Liability
Trashsack.com makes no warranties, either express or implied, concerning the performance or functionality of the Trashsack.com Affiliate Program, including but not limited to the Banner(s), Link(s), or Trashsack.com Licensed Material, and hereby expressly disclaims all implied warranties, including warranties of merchantability or fitness for a particular use or purpose. Under no circumstances shall Trashsack.com be liable to Affiliate or any other Person or Entity, including, without limitation, customers, for any loss, injury, or damage, of whatever kind or nature, resulting from or arising out of any mistakes, errors, omissions, delays, or interruptions in the receipt, transmission, or storage of any messages or information arising out of or in connection with the Trashsack.com Affiliate Program or Trashsack.com Products and Services. Without limiting the generality of the foregoing, Trashsack.com will not be liable for any indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if Trashsack.com has been advised of the possibility of such damages. Further, Trashsack.coms' aggregate liability arising with respect to this Agreement and the Program will not exceed the total fees paid or payable to Affiliate under to this Agreement. 11. Confidentiality
Trashsack.com may disclose to Affiliate certain information as a result of Affiliate's participation in the Program, which information Trashsack.com considers to be confidential ("Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Program Agreement made specifically for Affiliate's site and not generally available to other members of the Program. Confidential Information shall also include any information that Trashsack.com designates as confidential during the term of this Agreement. Affiliate agrees not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be used, directly or indirectly, by Affiliate for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. Confidential Information does not include information, technical data or know-how which (i.) is in the possession of the Affiliate at the time of disclosure as shown by the Affiliate's written files and records immediately prior to the time of disclosure, (ii.) prior to or after the time of disclosure becomes part of the public knowledge or literature other than as a result of any improper inaction or action of Affiliate or any other party, or (iii.) is required to be disclosed by applicable law or proper legal, governmental or other competent authority (provided that the party making the disclosure shall be notified sufficiently in advance of such requirement so that it may seek a protective order or equivalent with respect to such disclosure, with which the other party shall fully comply). 12. Indemnification
Affiliate hereby agrees to indemnify, defend and hold harmless Trashsack.com, its shareholders, directors, employees, officers, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including reasonable attorney's fees and costs) of any nature whatsoever incurred or suffered by Trashsack.com (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i.) the breach of any representation or warranty made by Affiliate herein; or (ii.) or any claim related to Affiliate Site. 13. Waiver and Notice
The parties acknowledge and agree that submission of application and acceptance of that application will be completed either online or by electronic mail. So, parties hereby waive their rights to a written and signed copy of this Agreement. Affiliate can give written notice by mail to Trashsack.com as follows: Attn: Affiliate Program Manager, Trashsack.com, 836 North 12th Street, CA 95112. 14. Arbitration
Except actions for injunctive relief which may be brought in a court of competent jurisdiction at any time, the parties agree that all disputes or controversies arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement shall be submitted to a single arbitrator conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Affiliation in a proceeding in San Jose CA. The demand for arbitration shall be filed within a reasonable time after the controversy or claim has arisen. 15. Miscellaneous
Affiliate acknowledges that it has read this agreement and agrees to all its terms and conditions. Affiliate has independently revaluated the desirability of participating in the Trashsack.com Affiliate Program and is not relying on any other representation than that which is enumerated in this agreement. The laws of the United States and the State of California govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Santa Clara County, California and Affiliate irrevocably consents to the jurisdiction of such courts. Affiliate may not assign this Agreement, by operation of law or otherwise, without Trashsack.coms' prior written consent. Subject to that restriction, this Agreement will be binding on and be enforceable against the parties and their respective successors and assigns. Trashsack.coms' failure to enforce Affiliate's strict performance of any provision of this Agreement does not constitute a waiver of Trashsack.coms' right to subsequently enforce such provision or any other provision of this Agreement. EARNINGS & INCOME DISCLAIMERS ANY EARNINGS OR INCOME EXAMPLES ARE ONLY ESTIMATES OF WHAT WE THINK YOU COULD EARN. THERE IS NO ASSURANCE YOU'LL DO AS WELL IF YOU RELY UPON OUR FIGURES. YOU MUST ACCEPT THE RISK OF NOT DOING AS WELL. WHERE SPECIFIC INCOME FIGURES ARE USED, AND ATTRIBUTED TO AN INDIVIDUAL OR BUSINESS, THOSE PERSONS OR BUSINESSES HAVE EARNED THAT AMOUNT. THERE IS NO ASSURANCE YOU'LL DO AS WELL IF YOU RELY UPON OUR FIGURES. YOU MUST ACCEPT THE RISK OF NOT DOING AS WELL. ANY AND ALL CLAIMS OR REPRESENTATIONS, AS TO INCOME EARNINGS ON THIS WEB SITE, ARE NOT TO BE CONSIDERED AS AVERAGE EARNINGS. THERE CAN BE NO ASSURANCE THAT ANY PRIOR SUCCESSES, OR PAST RESULTS, AS TO INCOME EARNINGS, CAN BE USED AS AN INDICATION OF YOUR FUTURE SUCCESS OR RESULTS.
MONETARY AND INCOME RESULTS ARE BASED ON MANY FACTORS. WE HAVE NO WAY OF KNOWING HOW WELL YOU WILL DO, AS WE DO NOT KNOW YOU, YOUR BACKGROUND, YOUR WORK ETHIC, OR YOUR SKILLS OR PRACTICES. THEREFORE, WE DO NOT GUARANTEE OR IMPLY THAT YOU WILL GET RICH, THAT YOU WILL DO AS WELL OR MAKE ANY MONEY AT ALL. THERE IS NO ASSURANCE YOU'LL DO AS WELL IF YOU RELY UPON OUR FIGURES. YOU MUST ACCEPT THE RISK OF NOT DOING AS WELL. MAKING DECISIONS BASED ON ANY INFORMATION PRESENTED IN OUR PRODUCTS, SERVICES, OR WEB SITE, SHOULD BE DONE ONLY WITH THE KNOWLEDGE THAT YOU COULD EXPERIENCE SIGNIFICANT LOSSES, OR MAKE NO MONEY AT ALL.
ALL PRODUCTS AND SERVICES BY OUR COMPANY ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY.
USERS OF OUR PRODUCTS, SERVICES AND WEB SITE ARE ADVISED TO DO THEIR OWN DUE DILIGENCE WHEN IT COMES TO MAKING DECISIONS AND ALL INFORMATION, PRODUCTS, AND SERVICES THAT HAVE BEEN PROVIDED SHOULD BE INDEPENDENTLY VERIFIED BY YOUR OWN QUALIFED PROFESSIONALS. OUR INFORMATION, PRODUCTS, AND SERVICES ON THIS WEB SITE SHOULD BE CAREFULLY CONSIDERED AND EVALUATED BEFORE REACHING A DECISION, ON WHETHER TO RELY ON THEM. YOU AGREE THAT OUR COMPANY IS NOT RESPONSIBLE FOR THE SUCCESS OR FAILURE OF YOUR DECISIONS RELATING TO ANY INFORMATION PRESENTED BY OUR COMPANY, OR OUR COMPANY PRODUCTS OR SERVICES. THERE WILL BE NO TRASH SACK RETURNS ACCOCIATED WITH ANY RELATED INDIVIDUAL ONCE SIGNED UP FOR THE TRASH SACK REPRESENTATIVE PROGRAM, AND/OR ONCE EARNINGS ARE RECEIVED AND/OR DEPOSITED INTO ANY BANK ACCOUNT. THIS STIPULATION PROTECTS TRASH SACK.COM AND ITS OWNERS OF FRAUD. |
