Cyber Surelock Affiliate Contract.
A Bright Idea.
CYBER SURELOCK NETWORK AFFILIATE MEMBERSHIP AGREEMENT EFFECTIVE DECEMBER 1, 2009 I. Parties to this Agreement "Cyber Surelock" is d.b.a. DreamTech, a California company with its principal place of business at P.O. Box 881952, San Diego, CA 92168. This agreement is entered into by DreamTech and each of its Affiliate(s). “You”, “Your” refers to each and every affiliate or sub-affiliate of the Cyber Surelock Network affiliate program. “DreamTech”, “We”, “Us” refers to DreamTech. Participation in the program constitutes full and complete acceptance of the TOS set forth herein. II. DreamTech Responsibilities A. Coded URL Upon your acceptance, DreamTech will provide you with a URL coded to specifically identify you, which will allow you to create a link to the DreamTech web site. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links. B. Tracking DreamTech agrees to track the customers referred to DreamTech via the link provided to you for that purpose. DreamTech utilizes cookie info to maintain tracking information for up to one year. DreamTech will pay you a commission for each such referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement. III. Affiliate Responsibilities A. Minimum Age You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the Cyber Surelock Network Affiliate program does not violate any law, ordinance, regulation or standard. B. Operative Link You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify DreamTech if your coded URL ceases to function or ceases to function properly. C. Representations You agree that you will not make any representations, promises, warranties or other statements about DreamTech or the DreamTech web site, products or policies other than as may be expressly approved in writing by DreamTech or as other wise provided to you by DreamTech for that purpose. D. Link You may use the coded URL provided by DreamTech via the available Cyber Surelock Affiliate Link Library or in any other form you wish provided that your use of the URL is not in any way disparaging of DreamTech or otherwise not appropriate or acceptable in DreamTech 's sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of DreamTech or any other party. You may not violate the DreamTech General Terms of Sales or Service. E. Amendments You agree that DreamTech may amend this agreement at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the Cyber Surelock Network Affiliate web site on a periodic basis. F. Customers of DreamTech DreamTech will have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers for product sales and related services shall be directly and solely between customer and DreamTech. DreamTech shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to affiliate. All customers of DreamTech, regardless of origin or referral, are the sole property and responsibility of DreamTech. IV. Commissions A. Commission Rate Commissions are paid on each unit of The WebSlinger Product Activation Security Server (P.A.S.S.) sold via your coded URL subject to the terms and conditions set forth herein. There will be no obligation to pay any other commission. The current commission rate for our affiliates are posted on the invite page of our affiliate advertisement. Commissions per unit vary between Two Hundred Dollars ($200.00) and Five Hundred Dollars ($500.00) for depending on your affiliate level and the total number of The WebSlinger P.A.S.S. sold based on your referral. COMMISSIONS WILL BE CREDITED FOR WEBSLINGER PASS SALE ONLY. Commissions are paid each unit sold to a new customer (current or previous customers of the company are not eligible) and not on any subsequent sales of a referred customer. A commission is not finalized until it becomes a Qualified Commission, even after the payment of a commission has been made. B. Qualified Commission A "qualified commission" is one for which the a new customer which is the subject of the commission payment is in good standing continuously for at least 45 days after its purchase. DreamTech shall make all decisions as to whether any commission is a "qualified commission." If at any time after a commission has been awarded and/or paid and the related customer's account is refunded or charged back, for any reason, this commission will be revoked and subtracted from any standing or future commissions account balance you may have. C. Payment Date Payments will only be paid once your commissions account balance reaches a minimum level of at least Three Hundred and Sixty Dollars ($360) owed. DreamTech shall make no payment to you until this minimum balance is achieved. Commissions are paid during the first full week of each month following the first 30-days after the sale that meets the minimum level was made. D. Payment Form Commissions can be paid in any of three available methods. These are by an DreamTech check (drawn on a United States bank and in US Dollars), bank wire, or through a PayPal account. Checks are sent to the address that you provide at registration. Any changes to this address must be sent via email to affiliates@cybersurelock.net. DreamTech is not liable or responsible for any inability or cost associated with accepting or claiming this check. For payments to be made by bank wire, the following information must be sent to affiliates@cybersurelock.net : your affiliate username, bank account title, bank name, bank address, the account number, and either an ABA, Swift, or IBAN code. For payments to be made through PayPal, you must provide us with your affiliate username and your PayPal ID. As with the information necessary for wire transfers, this information should be sent to affiliates@cybersure.net. E. Tax Regulation Due to the tax laws though the Internal Revenue Service (IRS), the United States Department of Treasury requires that every individual or corporation who is receiving affiliate commissions must submit a completed and signed W8 or W9 form. Before we can conduct affiliate payouts, we must have the completed and signed form in our possession and made available to IRS. You may download a blank W8 document here, or a blank W9 document here. The W9 form is for US residents whereas the W8 form is for international affiliates. To avoid any delays in your affiliate payments, please submit the appropriate document, properly filled out and signed, to one of the following resources: · Facsimile on: (619) 684-1295 · Send a scanned copy through the us at affiliates@cyberlock.net. F. Corporate Affiliates If you plan on promoting Cyber Surelock please email Affiliate Manager for more details. V. Ownership and Licenses A. Property Ownership Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. B. License DreamTech grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the DreamTech logos, trademarks and service marks on your site and only your site for the sole purpose of facilitating a link between your site and DreamTech to accomplish the purpose and intent of this affiliate agreement. You may also use the links and images located in the link library prepared specifically for that purpose subject to the same terms and conditions. You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable. C. Cease use upon Demand You agree to immediately cease the use of any mark upon request made by DreamTech to the email address provided by you and maintained on file for you by DreamTech. You agree to immediately cease the use of any link created by you to DreamTech upon request by DreamTech to the email address provided by you and maintained on file for you by DreamTech. VI. Termination A. Effect upon Commission Either party may terminate this agreement at any time upon notice in writing to the other party. Other than any termination under paragraph 6.B. herein, any commission which has become a qualified commission as of the date of such termination will be paid post termination. Any commission, which is not a qualified commission as of the date of notice of termination, shall not thereafter become a qualified commission. B. Breach of this Agreement The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of DreamTech termination of this agreement in its entirety. C. Suspension Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension if not cured within a reasonable time as determined by DreamTech will become a termination under 6.B. as of the date of the initial suspension. D. Survival Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Sections VII shall survive such termination and remain in full force and effect. VII. General A. Authority Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the parson assenting to the terms of this agreement has the full binding authority of the entity purportedly bound. B. Non-Infringment You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and DreamTech that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy. C. Violation of Law You vow to uphold the laws of your respective jurisdiction and that you will not violate any applicable law, ordinance, regulation or standard. You understand and accept responsibility to file any necessary paperwork or tax forms with the appropriate parties for any and all payments made as a result of this service and the terms and conditions set forth herein. D. Terms of Service You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and DreamTech that you agree to be bound by all terms and conditions of this document and any applicable terms and conditions set forth in the DreamTech Terms of Sales and Service which are incorporated herein as though set forth at length herein. E. Unsolicited Email You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and DreamTech that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the Cyber Surelock Network Affiliate Program. F. Defamation/Libel You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and DreamTech that you will not transmit any information which is or might be considered to be defamatory or libelous. G. Decency You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and DreamTech that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene. H. Unfair Competition You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and DreamTech that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the DreamTech Terms of Sales and Service. I. Damage to DreamTech You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and DreamTech that you will not take any action that would in any way damage DreamTech or otherwise compromise it’s servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs or other similar harmful or deleterious programming routines. J. No Automatic Links You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link. K. Warranty Disclaimer YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY DREAMTECH PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT DREAMTECH MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY PRODUCTS OR SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, DREAMTECH DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL DREAMTECH BE LIABLE TO YOU FOR ANY PRODUCT OR SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT. L. Limitation of Liability IN NO INSTANCE SHALL DREAMTECH BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT DREAMTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 7.M. or (iv) either party's liability for death or personal injury or their own acts of fraud. M. Indemnification You agree to indemnify, defend and hold harmless DreamTech and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney’s fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence. N. Independant Contractors Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. O. Choice of Venue This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce this Agreement shall be dealt with by the appropriate court of competence within San Diego County. P. Severability The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. Q. Integration This agreement constitutes the entire understanding of the parties and revokes and super cedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by DreamTech on the DreamTech web site. R. Use Constitutes Full Acceptance and Signature Your agreement to the terms set forth herein is manifested by any participation in the DreamTech affiliate program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by DreamTech without notice to any other party other than changing the agreement itself made available by DreamTech to the affiliates on the DreamTech web site. S. DreamTech reserves the right to monitor any / all communications and transactions generated by affiliates through the affiliates use of our online lead generation tools and shall retains the sole rights to the information obtained in its entirety. v01.01 (100509)