Affiliate Agreement 1. Acceptance of Terms:
This Affiliate Program Agreement (the "Agreement") is a contract and contains all of the terms and conditions between Nevada State Corporate Network, Inc.(NSCN) and its related entities, including but not limited to Zapper Credit Solutions, Inc., and you, together with any company or other business entity you are representing, if any, (collectively, the "Affiliate") who is participating in the Nevada State Corporate Network, Inc. Affiliate Program (the "Program"). BY SIGNING THIS DOCUMENT AFFILIATE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1) By accepting the terms of this Agreement, Affiliate agrees that Nevada State Corporate Network, Inc. may change the terms of this Agreement in its sole discretion provided that Nevada State Corporate Network, Inc. provides Affiliate with notice of any such change. If Affiliate does not agree to the changes proposed by Nevada State Corporate Network, Inc., or to any terms in this Agreement, Affiliate's sole and exclusive remedy is to cancel Affiliate's participation in the Program pursuant to the terms and conditions herein. Notwithstanding the foregoing, Nevada State Corporate Network, Inc. reserves the right to terminate, cancel, suspend or refuse access to the Program to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Program shall be subject to this Agreement.
2. Referral Commissions and Reselling Agreement
Referral Commissions. Affiliate will receive a commission, equal to ____% of the retail price of every product or service purchased by a customer who is referred to NSCN by Affiliate.
3. License Rights.
License Grant of Nevada State Corporate Network, Inc. Subject to all the terms and conditions of this Agreement, Nevada State Corporate Network, Inc. hereby grants to Affiliate a restricted, non-exclusive, non-transferable license to use and publicly display Nevada State Corporate Network, Inc. materials identified herein. Nevada State Corporate Network, Inc. retains all rights, title, and interest in and to all of the copyrights, patent rights, trademark rights and other proprietary rights to Nevada State Corporate Network, Inc. materials.
a. License Grant of Nevada State Corporate Network, Inc. Marks. Subject to all the terms and conditions of this Agreement, Nevada State Corporate Network, Inc. hereby grants Affiliate a nonexclusive, non-transferable license to use the Nevada State Corporate Network, Inc. trademarks, logos, and copyrighted material ("Nevada State Corporate Network, Inc. Marks") solely on the Affiliate's website and solely in connection with this Agreement. Affiliate hereby acknowledges and agrees that (i) the Nevada State Corporate Network, Inc. Marks are owned solely and exclusively by Nevada State Corporate Network, Inc. or its subsidiaries, (ii) except as set forth herein, Affiliate has no right, title or interest in or to the Nevada State Corporate Network, Inc. Marks; and (iii) all use of the Nevada State Corporate Network, Inc. Marks by Affiliate shall inure to the benefit of Nevada State Corporate Network, Inc. and its subsidiaries. Affiliate agrees that it shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Nevada State Corporate Network, Inc. or of any Nevada State Corporate Network, Inc. Mark.
b. Use and Display of Nevada State Corporate Network, Inc. Marks. Affiliate acknowledges and agrees that the presentation and image of Nevada State Corporate Network, Inc. Marks should be uniform and consistent with respect to all services, activities and products associated with the Nevada State Corporate Network, Inc. Marks. Accordingly, Affiliate agrees to use the Nevada State Corporate Network, Inc. Marks solely in the manner in which Nevada State Corporate Network, Inc. shall specify from time to time in Nevada State Corporate Network, Inc.'s sole discretion.
c. Marketing Practices. With respect to Affiliate’s solicitation of customers, and marketing of Nevada State Corporate Network, Inc. products and/or services, all advertising and promotional materials are subject to the terms of this Agreement. Affiliate further agrees: (i) to be solely responsible for all expenses and fees incurred in connection with the participation in the Program; (ii) use best efforts to successfully market, advertise and sell Nevada State Corporate Network, Inc. services during the term of this Agreement; (iii)to not engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Nevada State Corporate Network, Inc. or its products or services; (iv) to not make any representations, warranties, or guarantees on behalf of Nevada State Corporate Network, Inc., or otherwise concerning Nevada State Corporate Network, Inc. Services that are inconsistent with or in addition to any such representations, warranties, or guarantees authorized by Nevada State Corporate Network, Inc.; and (v) to not represent or imply that Affiliate is an employee or part of Nevada State Corporate Network, Inc.
4. AFFILIATE REPRESENTATIONS AND WARRANTIES
Affiliate represents and warrants that:
Affiliate has the full and legal power and authority to enter into this Agreement, and/or to perform its obligations hereunder.
By entering into this Agreement, Affiliate does not violate any other agreement by which Affiliate is bound.
With respect to any performance hereunder, Affiliate shall comply with good business practices and all applicable laws, regulations and rules of any government body or agency or other competent authority.
Any website created or built by Affiliate to promote or sell NSCN products or services shall not include (i) child pornography or obscene content, (ii) illegal content, or (iii) any other inappropriate materials.
5. PAYMENT TERMS
Payment Terms. Subject to the terms and conditions of this Agreement, Affiliate will be paid, on a monthly basis, for each customer Affiliate refers to NSCN.
Payment expiration. Affiliate will receive commission fees for one year after the date of Customer signup. Affiliate payments associated to a Customer will continue additional years so long as each year the Affiliate registers at least four (4) new Customers before the yearly anniversary of the Customer’s signup date (“payment expiration date”).
Taxes. Excluding any taxes based on Nevada State Corporate Network, Inc.'s income, Affiliate shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority based on Affiliate's revenue or income under this Agreement or any Client Agreement.
Fraud and Fraudulent Activity. Nevada State Corporate Network, Inc. shall have no obligation to pay Commission Fees to Affiliate for Customers if it is determined in good faith by Nevada State Corporate Network, Inc. that there has been fraudulent activity on the Affiliate's website. For exemplary purposes only without limitations, if an unreasonable number of Customers have originated from the Nevada State Corporate Network, Inc. Links on Affiliate's website during any period of time, then Nevada State Corporate Network, Inc. shall have the right to examine Affiliate's records to the extent necessary to determine whether any fraudulent activity has occurred involving the Nevada State Corporate Network, Inc. Links on Affiliate's website and/or Affiliate's account at the Reporting Site. Furthermore, Nevada State Corporate Network, Inc. shall have no obligation to pay commission fees to Affiliate in the event of Customer obtaining a charge back or refund or if Nevada State Corporate Network, Inc. determines in good faith that Customers created their accounts solely for the purpose of aiding and abetting Affiliate to increase commission amounts without the intent of being a long term Nevada State Corporate Network, Inc. Customer.
6. CONFIDENTIAL INFORMATION
Each party agrees that it may have access to confidential or proprietary, technical or business information of the other party and/or its suppliers (collectively, "Confidential Information"). Each party will maintain the strict confidentiality of the Confidential Information of the other party and will not disclose the Confidential Information to any third party and shall exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own Confidential Information (in no event less than reasonable care). Furthermore, neither party will use the Confidential Information for any purpose except those contemplated by this Agreement.
7. NO DISPARAGEMENT
Affiliate shall not disparage Nevada State Corporate Network, Inc., or any Nevada State Corporate Network, Inc. Mark and/or Nevada State Corporate Network, Inc. and Nevada State Corporate Network, Inc. products or services thereof, or place any disparaging content on the Affiliate's or Clients website(s).
8. NON-COMPETITION
Affiliate acknowledges and agrees that it shall not attempt to switch, divert, or convert a Customer from the Nevada State Corporate Network, Inc. Services to any product or service that is competitive to Nevada State Corporate Network, Inc.'s products or services.
9. MODIFICATION
Nevada State Corporate Network, Inc. reserves the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. Affiliate agrees that Nevada State Corporate Network, Inc. shall not be liable to Affiliate or to any third party for any modification, suspension or discontinuance of the Program. In the event that Affiliate does not agree with any such modification, Affiliate shall terminate its participation in the Program, which shall be Affiliate's sole and exclusive remedy.
10. TERMINATION
Term and Termination. Unless terminated earlier as provided herein, this Agreement shall remain in full force unless otherwise terminated by Nevada State Corporate Network, Inc.. Either party may terminate this Agreement at any time upon providing notice to the other party.
Effect of Termination. In the event that this Agreement is terminated for any reason, Affiliate will only be eligible for Commission Fees earned as a result of Customers who were acquired up to the date of termination or expiration. Upon termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate and Affiliate will immediately cease use of, and remove from the Affiliate's website, all Nevada State Corporate Network, Inc. marks, Nevada State Corporate Network, Inc. Materials, and Nevada State Corporate Network, Inc. Links. Termination or expiration of this Agreement shall have no effect with respect to any rights or obligations existing under a Client Agreement. Except to the extent expressly provided to the contrary in this Agreement, any rights to Commission Fees earned, any right of action for breach of the Agreement prior to termination, and the following provisions shall survive the termination of this Agreement: Sections 6,7,8,11,13,14. Furthermore, upon termination or expiration of this Agreement and upon Nevada State Corporate Network, Inc.'s request, Affiliate shall either return or destroy any Materials or other Confidential Information provided to Affiliate by Nevada State Corporate Network, Inc..
11. INDEMNIFICATION
Affiliate shall defend and indemnify at its expense, and hold Nevada State Corporate Network, Inc. and each of its affiliates, directors, officers, agents, employees and sublicensees harmless from losses, damages, liabilities, costs and expenses, including without limitation, any proceeding, investigation or claim, to the fullest extent permitted by law arising out of or in connection with: (a) Affiliate's performance under this Agreement or any Client Agreement; (b) an assertion that the information, content or other materials or services provided or made available by Affiliate infringe any copyright, patent, trademark or other property right of any third party; (c) any breach by Affiliate of its obligations, representations and warranties under this Agreement; or (d) any claim related to the content on Affiliate's website or content provided by Affiliate to a Client for a Client Site. Affiliate shall notify Nevada State Corporate Network, Inc. promptly in writing of any claim or proceeding involving Nevada State Corporate Network, Inc..
12. WARRANTY DISCLAIMER
NEVADA STATE CORPORATE NETWORK, INC. SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF NEVADA STATE CORPORATE NETWORK, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NEVADA STATE CORPORATE NETWORK, INC. BE LIABLE TO AFFILIATE OR ANY THIRD PARTY.
13. LIMITATION OF LIABILITY
NEVADA STATE CORPORATE NETWORK, INC. SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF NEVADA STATE CORPORATE NETWORK, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NEVADA STATE CORPORATE NETWORK, INC. BE LIABLE TO AFFILIATE OR ANY THIRD PARTY.
14. ARBITRATION
Affiliate agrees that any dispute or claim arising out of or related to the website design service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in Multnomah County, Oregon under the American Arbitration Association Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. Affiliate agrees that any claim against Nevada State Corporate Network, Inc. must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.
15. INDEPENDENT CONTRACTOR
The parties are independent contractors and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party has the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. Affiliate is solely responsible for all of its employees or agents and its labor costs and expenses arising therewith. Nevada State Corporate Network, Inc. will not furnish or otherwise reimburse Affiliate for any office space, office or business equipment, clerical support, telephone, travel, or any other expense which Affiliate may incur as a result its performance under this Agreement.
16. GENERAL
This Agreement may not be assigned by either party without the prior written consent of the non-assigning party. Notwithstanding the foregoing, Nevada State Corporate Network, Inc. may assign this Agreement to any acquirer of all or of substantially all of its equity securities, assets or business related to the subject matter of this Agreement. Any attempted assignment in violation of this Agreement shall be null and void and without effect. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement and may be changed only by a writing signed by both parties. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
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