AdMinder Affiliate Agreement Agreement

This agreement describes the entire terms and conditions which govern your participation in the AdMinder Affiliate Program, and the following definitions apply:

"Affiliate" and "Your" refers to you the applicant; "We" and "Our" refers to AdMinder.com ("AdMinder"); "Referring Web Site" refers to the web site from which Affiliate optionally links to the AdMinder web site; "Service" refers to an AdMinder service subscription.

Referral Web Site: Affiliate may provide a link from a Referring Web Site to the AdMinder Web Site and earn commissions as outlined below. Affiliate may remove said link from a Referring Web Site and re-link to AdMinder at any time without prior approval. Affiliate may not display the AdMinder name, image, or link in any way that may defame the AdMinder name or brand.

Affiliate may not link to AdMinder from a Referring Web Site which promotes spam as described in this Agreement, sexually explicit material, violence, illegal activities, or discrimination based on race, sex, religion, national origin, physical disability, sexual orientation, or age.

Referral URL: Affiliate may advertise AdMinder using Affiliate's assigned URL (Universal Resource Locator) rather than, or in addition to, placing AdMinder's link on a Referring Web Site. Affiliate is solely responsible for ensuring that Affiliate's assigned URL is used in Affiliate's advertising, and Affiliate agrees that AdMinder can not calculate commissions otherwise.

No Spamming: Promoting AdMinder via unsolicited email is strictly prohibited, and affiliate agrees to not reference AdMinder in any way, shape, or form, in any email that Affiliate sends in which the recipient has not specifically asked to receive it. In the case of mailings which are conducted by a third party on Affiliates behalf, Affiliate assumes full responsibility and is advised to perform due diligence to ensure that the mailing list is in fact 100% opt-in. Furthermore, Affiliate may not link to AdMinder from any URL that is promoted via unsolicited email. Finally, Affiliate may not advertise or reference AdMinder via USENET newsgroup postings in any way, shape, or form.

Affiliate agrees that AdMinder will terminate this Agreement and withhold all commissions due if Affiliate is found in violation of this policy.

Adherence to AdMinder.com Suppression List:  Affiliate agrees to not send email to anyone on AdMinder's "do not email list" (aka "suppression list").  Contact us for access to AdMinder's suppression list.

Qualifying Services: All Services sold by AdMinder to customers originating from Affiliate's Referring Web Site or Referral URL -- and processed via AdMinder's online order forms, telephone or fax numbers, or mailing address -- qualify to earn Affiliate commissions as described below. AdMinder reserves the right to reject any order that does not comply with AdMinder policy.

Commission Amounts: Purchases of Qualifying Services by Affiliate's referred customers will earn Affiliate a commission according to the Tier 1 rates listed below.

Should Affiliate choose to optionally introduce others to the AdMinder Affiliate Program, Affiliate will also earn additional commissions based on the purchase price of the Service paid by Affiliate's Sub-Affiliates' referred customers as detailed below.  See Tiers 2 through 5.

Should Affiliate refer 10 (ten) new AdMinder customers, Affiliate's personal sales commission will be raised from twenty percent (20%) to twenty-five percent (25%) on all future AdMinder and Guaranteed Visitors sales. Likewise, should Affiliate refer twenty-five (25) new Affiliates to the AdMinder Affiliate Program, Affiliate's second tier over-ride commission will be increased from ten percent (10%) to fifteen percent (15%) on all future AdMinder and Guaranteed Visitors sales. When affiliate has qualified for one or both bonuses, affiliate must contact AdMinder to receive increased commission rate(s) for future commissions.

Only Services for which AdMinder has received full payment qualify for commissions.

Affiliates are not eligible to receive commissions on their own purchases.

Definition Of Sub-Affiliates: A Sub-Affiliate is defined as a third party that is in no way related to Affiliate, either personally or commercially. Affiliate is not permitted to register for the AdMinder Affiliate Program more than once, and any attempt to artificially inflate Affiliate's commissions will be grounds for immediate termination of this Agreement.

Affiliate understands that AdMinder monitors all Affiliate registrations and orders, and agrees that AdMinder will terminate this Agreement and withhold all commissions due if Affiliate is found in violation of this policy.

Commission Payments: AdMinder will mail a commission check in U.S. dollars for the applicable commissions (less any taxes required to be withheld under applicable law) on the third Friday of each calendar month for the previous month's commissions if Affiliate is owed at least fifty dollars ($50). An online statement of customer purchase activity is available to Affiliate at all times.

Returns And Cancellations: If commissionable qualifying Services are returned or cancelled by Affiliate's customer, or Affiliate's Sub-Affiliates' customers, the corresponding commission(s) will be deducted from Affiliate's next monthly commission payment.

Tax Reporting: By law, if commission payments to Affiliate exceed $600 in a calendar year and Affiliate is a resident of the United States of America, Affiliate will be required to provide AdMinder with a signed W-9 Form for tax reporting purposes before AdMinder can make additional commission payments to Affiliate during the same calendar year.

AdMinder Policy: Every customer who purchases a Qualifying Service is deemed to be a customer of AdMinder. Affiliate does not have the authority to make or accept any offer on behalf of AdMinder. AdMinder is not responsible for any representations made by Affiliate which contradict AdMinder policies, and AdMinder policies will always determine the purchase price of Qualifying Services.

Service Interruption and Tracking: AdMinder will make every effort to ensure that its web site is operational, and to track Affiliate's referred customers. However, certain unavoidable technical difficulties may occasionally cause temporary service and tracking interruptions. Affiliate agrees that AdMinder is not liable in any way for such interruptions.

References/Testimonials: Affiliate agrees to cooperate with AdMinder in the development of press releases, testimonies, and other such marketing materials. Affiliate grants AdMinder unlimited rights to reference Affiliate in any and all marketing materials, without further compensation.

Title: Title, ownership, and intellectual property rights in the Service shall remain with AdMinder. The Service is protected by copyright laws and treaties. Title and related rights in the content accessed through the Service is the property of the content owner and may be protected by applicable law. This agreement gives you no rights to such content.

Copyrights: Affiliate is responsible for ensuring that Affiliate's advertising obeys all applicable copyright and trademark laws. AdMinder grants Affiliate the right to use AdMinder's name in acceptable marketing materials, but AdMinder is not responsible for Affiliate's misuse of any copyrighted material.

Limitation Of Damages: AdMinder shall have no liability for any indirect, incidental or consequential damages, or any loss of revenue arising under or with respect to this agreement or the AdMinder Affiliate program, even if AdMinder has been advised of the possibility of such damages. Furthermore, AdMinder's aggregate liability arising under or with respect to this Agreement shall in no event exceed the total subscription fee paid by the customer.

Miscellaneous: Affiliate is an independent contractor, and nothing in this Agreement shall create any form of partnership, joint venture, franchise, agency, or employment relationship between the parties. Affiliate will not be treated as an employee with respect to the Internal Revenue Code, Social Security Act, Federal Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation. Affiliate shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of AdMinder. Subject to the foregoing, this Agreement is binding upon, insures to the benefit of, and is enforceable by the parties and their respective successors and assigns.

Term and Termination: This Agreement will remain in effect for as long as AdMinder makes the Service available, unless the Agreement is terminated due to breach of its terms. AdMinder and Affiliate have the right to terminate this Agreement at any time by notifying the other party in writing. The final commission payment to Affiliate may be withheld for a reasonable time in order to ensure that the correct amount is paid to Affiliate.

Agreement Modification: AdMinder reserves the right to change any of these terms and conditions, at any time and at its sole discretion, by posting a new Agreement on the AdMinder web site and notifying Affiliate via email.

Governing Law: This Agreement shall be governed by the laws of the State of Idaho, and the parties agree that any claim, dispute or other difference shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association with arbitration to occur at a location selected by AdMinder.

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