Intensive Point affiliate Agreement
This Agreement sets forth the Standard Terms and Conditions that apply to use
of the Intensive Point Affiliate Program. Intensive Point is a subsidiary of Intensive Point. YOUR USE OF THE
Intensive Point AFFILIATE
SERVICES INDICATES YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT.
AFFILIATE PAYMENT
You will receive a Commission for referring clients to Intensive Point who purchase
premium templates. Intensive Point will pay you $10 on each valid sale you
refer and a commission on each sale generate by any webmaster you refer of
$2.
Payment may be made by PayPal, check or other means as Intensive Point may
desire. Payment will only be made by check upon your request. If you request
the payment to be made by check, any and all costs of printing and mailing the
check will be deducted from your payment. Costs are as follows:
Checks within USA: US$20
Checks outside USA: US$30
Payments shall be made by Intensive Point to Affiliates on a monthly basis.
Intensive Point reserves the right to change payment methods at any time, for any
reason.
Intensive Point may reverse any commission paid to you, and subtract said
commission from future payments to you, if Intensive Point receives a chargeback on
a transaction from a client you referred to Intensive Point.
REGISTRATION
To sign up to be an Affiliate and to use the Services as an Affiliate
Partner you must be at least 18 years of age. You warrant that the information
you provide to us upon registration is complete, valid and honest, including
your Social Security number or EIN. Your account may not be transferred or
sold to another party.
RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed as creating any
agency, legal representative, partnership, or other form of joint enterprise
between the parties. Neither party shall have authority to contract for or
bind the other in any manner whatsoever.
DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
THE Intensive Point SERVICE PROVIDED IS PROVIDED ON AN "AS IS",
"AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Intensive Point EXPRESSLY
DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE Intensive Point SERVICE WILL BE
ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN
INFORMATION GIVEN BY Intensive Point, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE
A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL Intensive Point, OR ITS
AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE Intensive Point SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION
OBTAINED ON THE Intensive Point SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS,
INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS,
DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF
PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE,
THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO Intensive Point RECORDS, PROGRAMS OR
SERVICES. THE SUBSCRIBER HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY
WHETHER OR NOT Intensive Point IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES
AND THAT THIS PROVISION WILL APPLY TO ALL CONTENT, MERCHANDISE OR SERVICES
AVAILABLE FROM Intensive Point AND ITS AFFILIATES.
UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES
INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF
AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE.
THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
FOR WHATEVER REASON.
COPYRIGHT AND TRADEMARKS
All contents of the Intensive Point Web Site are proprietary to Intensive Point, and/or
its suppliers and are protected under Copyright. All rights are reserved. Intensive Point reserves any rights not expressly granted herein.
BREACH
Without limiting other remedies, Intensive Point may immediately issue a warning,
temporarily suspend, indefinitely suspend or terminate your membership and
refuse to provide services to you: (a) if you breach this Agreement; (b) if we
are unable to verify or authenticate any information you provide to us; or (c)
if we believe that your actions may cause legal liability for you, our users
or us.
ASSIGNMENT
In the event of a merger or consolidation of Intensive Point, the surviving or
new corporation and any subsidiaries are similarly subject to the rights and
obligations of this Agreement.
AFFILIATES RESPONSIBILITIES
Intensive Point operates a zero tolerance spam policy. If you use Intensive Point for
spamming purposes, Intensive Point will terminate your membership in the Affiliate
program and all of your profits will be forfeited immediately. Further, Intensive Point reserves the right to recover from Affiliate the costs incurred by
Intensive Point in cleaning up the results of the "spam".
You may not use misleading advertising in relationship to this affiliate
program; doing
so may result in the termination of your membership in the Affiliate program.
SUITABILITY and REPRESENTATION
You agree to represent Intensive Point in a tasteful way and declare that your
web site is acceptable in presentation. If we review your site and find it to
be, in our opinion, unsuitable, you will be given the opportunity to rectify
the issues or you accept that Intensive Point has the right to terminate your
affiliation.
FORCE MAJEURE
If by reason of failures of telecommunications or internet service
providers, labor disputes, riots, inability to obtain labor or materials,
earthquake, fire or other action of the elements, accidents, governmental
restrictions or other causes beyond the control of Intensive Point, Intensive Point is
unable to perform in whole or in part its obligations as set forth in this
Agreement, then Intensive Point shall be relieved of those obligations to the extent
it is so unable to perform and such inability to perform shall not make Intensive Point liable to the User.
GOVERNING LAW
Michigan law shall govern this Agreement, and any dispute arising from the
relationship between the parties to this Agreement, excluding any laws that
direct the application of another jurisdiction's laws. In any litigation,
arbitration, or other proceeding by which one party either seeks to enforce
its rights under this Agreement (whether in contract, tort, or both) or seeks
a declaration of any rights or obligations under this Agreement, the
prevailing party shall be awarded its reasonable attorney fees, and cost and
expenses incurred, subject to the Limitation of Liabilities clause. The
parties consent to the exclusive jurisdiction and venue of the courts of the
State of Michigan or to any Federal Court located within the State of
Michigan.
ARBITRATION
Any legal controversy or legal claim arising out of or relating to this
Agreement or our services shall be settled by non-binding arbitration before
the American Arbitration Association. Any such controversy or claim shall be
arbitrated on an individual basis, and shall not be consolidated in any
arbitration with any claim or controversy of any other party. The arbitration
shall be conducted in Michigan, as the parties to this agreement agree to be
governed by the laws of Michigan. Either party may seek any interim or
preliminary relief from a court of competent jurisdiction in Michigan
necessary to protect the rights or property of party pending the completion of
arbitration. The prevailing party from arbitration shall be entitled to
reasonable attorney's fees, which shall be set forth by the arbitrator(s).
Judgment upon the award rendered may be entered in any court in the state of
Michigan with jurisdiction. The parties shall bear equally all fees, costs and
expenses of the arbitration, and each party shall bear its own legal expenses,
attorneys fees, and costs of all experts and witnesses, provided, however, the
arbitration panel may apportion between the parties, as said arbitrator may
deem equitable, the cost incurred by either party.
WAIVER
The failure of Intensive Point to enforce a provision of this Agreement shall not
be construed as a waiver of limitation of Intensive Point's right to strictly
enforce and compel strict compliance with every provision of this Agreement.
SEVERABILITY
If any provisions of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement
is invalid or unenforceable, but that by limiting such provision it would
become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
ENTIRE AGREEMENT
Unless otherwise specified herein, this Agreement constitutes the complete
and exclusive statement of the Agreement between the parties regarding the
products and services provided hereunder, and supercedes any prior Agreements
between the parties with respect thereto, including previous agreements
between the parties through other avenues.
INDEMNIFICATION
You agree to defend, indemnify and hold harmless Intensive Point against any and
all claims, losses, liability costs and expenses (including but not limited to
reasonable attorneys' fees) arising from your violation of this Agreement or
any third-party's rights, (including, without limitation, infringement of any
copyright trademark, service mark, trade secrets, right of privacy or
publicity or any other third party right). The terms of this section shall
survive the termination of your relationship with Intensive Point.
SURVIVAL
The terms of this Agreement apply to those obligations that survive any
cancellation, termination, or rescission, namely ownership,
confidentiality/non-disclosure, warranty, indemnification, liability and
limits thereon, rights and obligations upon and following termination and
assignment.
MODIFICATIONS
Intensive Point reserves the right to modify this policy at any time and without
advance notice, effective upon making the modified provisions available on the
Intensive Point Web Site. You are responsible for regularly reviewing the Web Site
for any changes or modifications. Your continued use of the Services after any
such changes shall constitute your consent to such changes. Intensive Point does not
and will not assume any obligation to notify you of any changes to the terms
of the Agreement. Furthermore, Intensive Point may add to, change, suspend or
discontinue any and all aspects of the Service at any time, with no prior
notice necessary and without owing anything further to the Affiliate.
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