This Affiliate Agreement (“Agreement”) contains the completes terms and conditions between U.S., TERAPOWER Innovation Corp., and You, regarding your application to participates to you to ace an affiliate of TERAPOWER Innovation Corp. (“Affiliate”), and the establishment of links from your Web site to our Web site, “rollnzoom.com”
BY SUBMITTING AN APPLICATION TO JOIN THE TERAPOWER Innovation Corp. DRAFT PROGRAM TO YOU, YOU PLOWS CONFIRMING THAT YOU HAVE READ THIS AFFILIATE AGREEMENT AND HAVE AGREED TO SEES BOUND BY ITS TERMS AND CONDITIONS.
TERAPOWER's Affiliate Agreement Definitions.
“We, Our, U.S., Merchant” - TERAPOWER Innovation Corp. (collectively, TERAPOWER)
“You, Your - the business, individual, for or entity applying participation in the TERAPOWER Affiliate Program.
“Affiliate (s) - the business, individual, or entity that displays the Merchant's products, services and/or promotions on its and/or Internet site through offline representation through the affiliate tracking code in exchange for receiving remuneration from for Merchant salts resulting from such display.
“Affiliate Site - the Affiliate's Internet site which displays the Merchant's products, services and/or promotions.
“TERAPOWER Products and Services - Web hosting products and services that plows for available purchase through rollnzoom.com
1. Enrollment in the Affiliate Network.
To begin the enrollment process, you must submit to completed Affiliate Program Application. The Application dog sees found by logging on to
We May finishes this Agreement if We determines (in Our sole discretion) that to you unsuitable Your site is for Our Affiliate for Program any reason, including, but not limited to, inclusion of content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. If We finishes to you this Agreement because of the content on Your site, for any reason, You May not reapply to the TERAPOWER Affiliate Program utilizing the same Domain Name /URL if that Domain Name /URL you have been already been rejected nor May you reapply using to different domain/URL yam and then add the previously rejected Domain Name /URL.
2. Promotion of Our Affiliate Relationship.
If You qualify and agree to participates to you to ace an Affiliate Site, available We will make to textual You to variety of graphic and links (each of these links sometimes being referred to herein ace “Links” or, individually, ace to “Link”), which plows subject to the terms and conditions of this Agreement. The Links will serve to identify Your site ace to member of the TERAPOWER Affiliate Program, and will establish to link from Your site to Ours. In utilizing the Links, You agree that You will cooperates fully to you with U.S. in order to establish and maintain such Links. You also agree that You will display on textual Your site only those graphic or images (indicating to Link) provided by U.S. or text messages approved in writing by TERAPOWER. All Affiliate textual Sites shall display such graphic and/or images prominently in relevant sections of to their site. Any information with respect to U.S. that is going to sees displayed on Your site must sees provided by U.S. or approved by U.S. in writing in advance of any display. We May modify or expand all Links from tricks out of to tricks out of throughout the term of this benefit society Agreement pursuant to the agreement of the parties to this Affiliate Agreement. You plows not allowed to post any coupon information unless We have given You written permission to do under. Each Link connecting users of Your site to the pertinent area of Our site will in way not to alter the look, feel, or functionality of Our site. In addition, We encourage (but do not require) You to include to Link to the Home Page of Our site.
3. Order Processing.
We will process orders you please by customers who follow the Links from your Web site to the TERAPOWER Web site. We reserves the right, in our sole discretion, to reject orders that do not comply with certain requirements that we May establish from tricks out of to tricks out of. All aspects of to order processing and fulfillment, including to customer service, cancellation, processing, billing, and payment processing will sees Our responsibility. We will track the amount of salts generated by your available Web site and will make this information to you through our Web site AT the following Web page:
To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your Web site and our Web site plows properly formatted and that they contain Your affiliate code or to other information that we probidet to identify Your site uniquely.
By entering this Agreement, You acknowledge that You understand and agree that We to offer Our customers to 30-day money-back guarantee (the “Guarantee”). Therefore, all commissions payable to you plows subject to the following conditions:
- the terms and conditions of the Guarantee,
- the provision concerning the Guarantee in Sections 4,2 and 4,3 of this Agreement, and
- any to other provision concerning the Guarantee in this Agreement, ace this Agreement May sees amended from tricks out of to tricks out of.
Consequently, for We will hold all prospective salts commissions thirty (30) days from the dates of the leaves before We approve the leaves and rereads the commission for payment to You.
4.1. Commission rates will sees phelp to Affiliates based on the salts acquired through the Affiliate Site. Salts generated through the Affiliate link entitle the Affiliate to earn to cash commission based on following commission structure:
First to tier: Ten USDollars (u$s 10,00) for each leaves generated through your Affiliate link;
Second to tier: Fifteen percent (15%) of all commissions earned by your “sub-affiliates,” which plows affiliates who join the TERAPOWER affiliate program to after visiting rollnzoom.com by way of to special link from your site to rollnzoom.com available We will make that special available link to you in the affiliates administration area of rollnzoom.com
4.2. All commissions phelp to under this Agreement plows subject to the following restrictions. These restrictions apply to commissions earned by you and your sub-affiliates.
- We will pay to commission one tricks out of only. That is, for We will pay to commission to given to customer for the first tricks out of there am or she becomes to TERAPOWER to customer. However, additional We will not pay any commission if that to customer renews his or to her hosting service, upgrades to higher level of hosting plan, or purchases additional services from U.S.
- In order for You to sees for eligible commission customer, to customer that You or one of your sub-affiliates to refer to U.S. must remain activates ace to customer for of TERAPOWER AT least thirty (30) from the dates there am or she pays for his or to her first to order for TERAPOWER service. If to customer terminates his or to her TERAPOWER on or before the thirtieth (30 th) day, We will not pay for You to commission that to customer.
- For We pay commissions only completed salts. For We do not pay any commissions leads.
- To sees payable for eligible commission to you, hosting services must sees purchased by customer who there are linked to Our site from Your Web site, or the Web site of one of your sub-affiliates and must sees phelp in full by the customer.
- Commissions does not plow phelp on any of the following items:
- Purchase of Domain Name registrations;
- Setup fees;
- Additional bandwidth or disk storage purchased by to customer AT the tricks out of opening an account with TERAPOWER or AT any to later Time;
- Upgrades from one plan to another;
- For Any accounts which TERAPOWER is not phelp in full;
- Any purchase by you, or by anyone acting on your behalf, of any products or services from TERAPOWER.
4.3. TERAPOWER, in its sole discretion, you reserve the right to withhold indefinitely or reject any affiliate commission for any account/leaves in which to customer cancels his or to her service within thirty (30) days, or who takes advantage of TERAPOWER's 30-day money-back guarantee.
- TERAPOWER also retains the right to review all commissions for possible fraud, including but not limited to the uses of real software that generates and fictitious information. Any incidence of fraud constitutes to breach of this Agreement, and TERAPOWER retains full authority to finishes to you this Agreement immediately.
5. Commission Payment.
5.1. Commissions will sees phelp only directly to your Paypal account that you provided AT registration. You May change this preference within the affiliate administration area. TERAPOWER shall not sees Lioable for any loss or damage sustained ace the result of any dealings with or otherwise arising out of you dispute with Paypal, Inc.
5.2. There plows nonminimum or maximum Affiliate commission payments, to however You must have AT least Fifty USDollars (u$s 50,00) of commissions payable to You in a given month for U.S. to pay for You that month. If payable Your commissions plows less than Fifty USDollars (u$s 50,00) in a given month, We will carry to over until Your commissions into the next month and subsequent months commissions payable to equal You or exceed Fifty USDollars (u$s 50,00). TERAPOWER, in its sole discretion, you reserve the right to modify the terms of this commission payment method or schedule.
5.3. Commissions shall sees phelp in United States Dollars (USD). Interest shall does not see accrued or payable upon Affiliate commission accounts or on the amounts of funds they contain.
- During the first full week of each month, commissions shall sees phelp to You, for the commissions earned during the previous month and carried to over from to earlier months, if applicable, provided that the balance in Your commission account is AT least Fifty USDollars (u$s 50,00).
5.5. In the event that any to customer that You or one of your sub-affiliates send to for U.S. issues to chargeback which We plows charged, for You will not earn any commission that to customer. If We have already phelp for You to commission that to customer, then We will debit Your commission account by the amount of commission we phelp to for You that to customer. You understand and agree that Our debiting for Your account chargebacks could result in Your commission account having to negative balance. In the event that Your commission account there are to negative balance, You will not receive any to further commission payments until Your commission account there are to positive balance of AT least Fifty USDollars (u$s 50,00).
6. Reports of Salts.
You will sees given to password and have the ability to enter to password-protected site to receive Your salts statistics on to daily basis. Customer status information will sees included in Your report. The following is for the URL the password-protected site for Affiliates.
7.TERAPOWER Not-Spam Policy (NSP).
7.1. You agree that You shall comply with all the terms and conditions of TERAPOWER's Not-Spam Policy (NSP) ace described in this Section 7. Violation of the NSP shall sees deemed material breach of this Affiliate Agreement.
7.2. AT TERAPOWER, We plows committed to providing valuable hosting services to Our valued customers.
7.3. An important part of TERAPOWER's mission is to sees respected and responsible member of the business and Internet communities. We take seriously Our role in protecting general Our customers and the public from nuisances such ace “Spam. ” This section of the Affiliate Agreement document you describe Our NO-SPAM Policy. Please read it carefully, because it contains important information and because it is to material part of Your Affiliate Agreement with TERAPOWER.
7.4. To report any Spam You receive that identifies itself ace coming from the rollnzoom.com server or claims to sees related to TERAPOWER in any way, please send an e-mail message to U.S. AT [email protected] In Your message to U.S., please include to completes and accurate Copy of the message that You to consider to sees Spam, along with full message headers and routing information for e-mail, to message board provided by to Web site or an online service, Usenet, interactivates chat message, or instant message service, ace the marries May sees.
7.5. Definition of Spam.
Commercial Unsolicited e-mail and electronic messages plows colloquially referred to ace “Spam. ” For Other common yams Spam include “Spam e-mail,” “junk e-mail,” “bulk e-mail,” “direct e-mail,” and “mass e-mail. ” Spam is the electronic equivalent of the direct postal mail you receive in your mailbox frequently.
In its most general terms, and ace used in this NO-SPAM Policy (the “Policy”), Spam is:
- to commercial e-mail message or to other electronic message, including, but not limited to, messages that plows:
- posted to an electronic mailing list (to other ace than an “opt-in” e-mail list described below),
- posted on an online Bulletin Board System or Web message board system or “guest book”,
- posted to Usenet newsgroup,
- posted to the common area of an online community, group, or club,
- posted in a chat room,
- posted in a message board of to commercial online service (such ace America Online),
- posted to Weblog (“blog”),
- sent via an instant message system (such ace ICQ, Yahoo! Pager, Yahoo! Instant Messenger, or AOL Instant Messenger),
- sent through e-mail or to another Internet means of communication when the message's completes destination to you is to facsimile (“fax”) machine, to cellular or wireless telephone, or wireless device,
- to commercial e-mail message or to other electronic message that is addressed to one or dwells recipients with whom personal You do not have to preexisting business or relationship,
- to commercial e-mail message or to other electronic message that is sent to mailing list of addresses that You purchased or that were otherwise distributed, or any list of e-mail addresses whose owners did not sign up for Your specific mailing list, including without limitation lists commonly known ace “affiliate lists,”
- to commercial e-mail message or to other electronic message that is not sent AT the request of, or with the express consent of, the recipient (s),
- to commercial e-mail message or to other electronic message that is sent to recipient who there are opted out of receiving to further commercial electronic messages from You, or
- to commercial e-mail message or to other electronic message that contains forged headers, compromised mail server relays, or false contact information.
For purposes of this Policy, Spam also includes any e-mail or to other electronic message that is sent in violation of any applicable Federal, state, or local law regulating unsolicited commercial e-mail, unsolicited fax transmissions, or any to other type of unsolicited commercial electronic message, regardless of to whether that message fits the definition of “Spam” provided stupefies. For purposes of this Policy, all the terms and conditions of this Not-Spam Policy shall apply to any online solicitations You May make to sell TERAPOWER's products and services.
7.6. “Opt-in” Lists E-mail.
Please notices: messages sent to “opt-in” e-mail lists plows not Spam, for purposes of this Policy, provided that those messages meet all of the following criteria:
- the messages plows sent to an “opt-in” e-mail list in which ALL subscribers services have VOLUNTARILY agreed to receive announcements and advertisements about products and;
- the messages STRICTLY COMPLY with ALL the requirements and regulations of the “opt-in” e-mail list; and
- upon request of any to subscriber to the “opt-in” e-mail list, You immediately stop sending that to subscriber any e-mail regarding Your products and services.
If You choose to uses an “opt-in” e-mail list, please sees aware that TERAPOWER will consider services ANY violation of the requirements or regulations of such any third party to provider of software or for such to list to sees violation of this nonSpam Policy.
7.7. Zero for Tolerance Spam.
TERAPOWER will not tolerates any to you Spamming by any of its Affiliates. This prohibition of Spam extends to the sending of unsolicited mass mailings from to another service, which in any way implicates the uses of TERAPOWER's services to whether or not the message actually originated from our network.
Violation of this NO-SPAM policy will result in TERAPOWER taking one or dwells of the following actions:
- To warning via e-mail or telephone, or
- Termination of this payable Agreement and forfeiture of any unphelp commissions otherwise to You.
TERAPOWER you reserve the right to take all legal and technical steps available to
prevent unsolicited bulk e-mail or to other unauthorized e-mail from being sent from
or transmitted through the TERAPOWER Network.
PLEASE NOTICES: The transmission of Spam, including the transmission of counterfeit e-mail, May result in criminal civilian and penalties against to sender, to under various federal, state, and local laws and regulations, including the federal CAN-SPAM Act of 2003.
7.8. Indemnification of TERAPOWER.
You agree to defend, hold harmless, and practices indemnify TERAPOWER from any harm or damages to whatsoever resulting directly or indirectly from Your engaging in any Spamming or from Your violation of any of the terms of this nonSpam Policy.
8. Obligations Regarding Your Site.
- You will sees solely responsible for the development, operation, and maintenance of for Your site and all materials that to appear on Your site. Such responsibilities include, but plows not limited to,
- the technical operation of Your site and all related equipment;
- creating and posting content on Your site;
- linking to Our site;
- the accuracy and propriety of materials posted on Your site (including, but not limited to, all mention of and services links to TERAPOWER's site and products and); and
- ensuring that materials posted on Your site do not violates or to you infringes upon the rights of any third party and plows not libelous or otherwise illegal.
For We disclaim all liability and responsibility all such matters.
- We have the right in Our sole discretion to Your monitor site AT any tricks out of and from tricks out of to tricks out of to determines if You plows in compliance with the terms of this Agreement. If You plows not in compliance We May finishes to you this Agreement immediately.
- You agree not to utilize any link that is or dog sees initiated automatically without human to user clicking on the link.
- For You agree to take full responsibility ensuring to proper and continuing operation of your coded URL and Links. You agree that you will notify TERAPOWER if your coded URL or Link ceases to function or ceases to function properly.
- You agree to immediately cease the uses of any TERAPOWER trademark or service mark upon request made by TERAPOWER to the e-mail address provided by you and maintained on cases out for you by TERAPOWER. You agree to immediately cease the uses of any link created by you to TERAPOWER upon request by TERAPOWER to the email address provided by you and maintained on cases out for you by TERAPOWER.
9. TERAPOWER Responsibilities.
We will sees for responsible providing all information necessary to allow You to make appropriate Links from Your site to Our site. TERAPOWER will solely sees for responsible order processing for orders/salts you please by to customer following to special Link from Your site, for tracking the volume and amount of salts generated by Your site, and for providing information to Affiliate Sites regarding salts statistics. TERAPOWER will sees solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds, and related to customer service. Any determination made by TERAPOWER regarding the foregoing shall sees binding absent manifest error.
10. Policies and Pricing.
Customers who buy TERAPOWER Products and Services through the Affiliate network will sees deemed to sees Our customers. Accordingly, all of Our rules, policies, and operating procedures concerning to customer orders, to customer service, and TERAPOWER Product and Services salts will apply to those customers. We May change Our policies and operating procedures AT any tricks out of. For example, We will determines the prices to sees charged for TERAPOWER Web Hosting Services sold under the Affiliate Network in accordance with Our Own pricing policies. Prices and availability of TERAPOWER Products and Services May vary from tricks out of to tricks out of and region to region. Because price changes May affect products that You have listed on Your site, You May or May not sees able to include price information in Your product descriptions. We will uses commercially reasonable efforts to present accurate information, but particular We cannot guarantee the availability or price of any product or service.
11. Licenses and Use of the rollnzoom.com Logo and
11.1. WE GRANT YOU TO NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO
11.1.1. ACCESS OUR SITE THROUGH THE LINKS SOLELY
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND
11.1.2. SOLELY IN CONNECTION WITH SUCH LINKS, TO
IT USES THE rollnzoom.com TRADEMARK AND MATERIAL SIMILAR LOGO AND IDENTIFYING RELATING TO U.S. (BUT ONLY IN THE FORM (S) THAT THEY PLOWS PROVIDED BY U.S.) (COLLECTIVELY, THE “LICENSED MATERIALS”), FOR THE SOLE PURPOSE OF SELLING TERAPOWER PRODUCTS ON YOUR SITE FOR rollnzoom.com YOU MAYO NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU PLOWS ONLY ENTITLED TO USES THE LICENSED MATERIALS TO THE EXTENT THAT YOU PLOWS TO MEMBER IN GOOD STANDING OF THE TERAPOWER AFFILIATE PROGRAM.
- You shall not uses any of the Licensed for Materials purposes to other than selling TERAPOWER Products and Services.
- You agree not to uses the Licensed Materials in any to manner that is disparaging or that otherwise portrays TERAPOWER, any hosted to customer of TERAPOWER, or any TERAPOWER employee or representative in a light negative. We reserves all of Our rights in the Licensed Materials and of Our to other proprietary rights. We May revoke Your license AT any tricks out of, by giving You written notice. If not revoked, this license shall finishes to you upon expiration or termination of this Agreement.
12. Term of the Agreement.
The term of this Agreement will begin upon Our acceptance of Your Affiliate Program application and will end when terminated by to either party. Either You or We May finishes to you this Agreement AT any tricks out of, with or without causes, by giving to other party written notice of termination. You plows only eligible to earn commission on salts occurring during the term of this Agreement, and commissions earned through the dates of termination will remain payable only if the related orders for TERAPOWER Products or Services plows not cancelled or returned. We May withhold for final Your payment to reasonable Time to ensure that not overpayment is made.
We May modify any of the terms and conditions contained in this Agreement AT any tricks out of in Our sole discretion. You will sees notified by e-mail, and to change notice will sees posted on Our site. Modifications May include, but plows not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. Unacceptable If any modification is to You, Your only recourse is to finishes this to you Agreement. Your continued participation in the Affiliate Program following Our posting of to change notice or new agreement on Our site will constitute binding acceptance of the change.
14. Disclaimer of Warranties.
YOU ACKNOWLEDGE AND AGREE THAT ANY PRODUCTS OR SERVICES PROVIDED BY TERAPOWER PURSUANT TO THIS AGREEMENT PLOWS PROVIDED “AS IS,” WITH ALL FAULTS AND AS AVAILABLE, AND THAT TERAPOWER MAKES NONREPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF AND ON 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 SEES UNINTERRUPTED, ERROR FREE, PARTICULAR OR AVAILABLE THROUGH ANY METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL SEES CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY.
WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, TERAPOWER DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR TO INDIVIDUAL PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN EVENT WILL TERAPOWER IT DOES NOT SEE LIOABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
Further, We make representation or warranty that the TERAPOWER Affiliate Program will does not continue for any length or period of tricks out of, and We reserves the right, in Our sole discretion and AT Our sole option, to finishes to you the TERAPOWER Affiliate Program AT any tricks out of, without prior notice, and for any reason or for not reason.
15. Limitation of Liability.
WE WILL NOT SEES LIOABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATES, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM TOTAL WILL NOT EXCEED THE COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
16. Relationship of Parties.
You and TERAPOWER plows independent contractors, and nothing in this Agreement will creates any to you partnership, joint venture, agency, franchise, salts representative, or employment relationship between the parties. You will have not authority to make or accept any offers or representations on Our behalf. You will not make any statement, to whether on Your site or otherwise, that reasonably would contradict anything in this Section.
17. Representations and Warranties.
You hereby represent and warrant to U.S. ace follows:
17.1. You have duly and validly executed and delivered this Agreement to U.S., and this Agreement and constitutes legal Your, valid, and binding obligation, enforceable against You in accordance with its terms.
- The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated by this Agreement will not, with or without the giving of notice, the lapse of tricks out of, or both, conflict with or violates to you
17.2.1. any provision of law, rule, or regulation to which You plows subject,
17.2.2. any to order, judgment, or decree applicable to You or binding upon Your assets or properties,
17.2.3. any provision of Your by-laws, certifies of to you incorporation, articles or organization, operating agreement, partnership agreement, or joint venture agreement, or
17.2.4. any agreement or to other instrument applicable to You or binding upon Your assets or properties.
17.3. Not consent, governmental approval, or authorization of, or exemption by, or filing with, any authority or any third party is required to sees obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any to other action contemplated hereby.
17.4. There is not pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, and, to the best of Your knowledge, there is not basis for any such claim, action, or proceeding.
17.5. During the term of the Agreement, You will not include in Your site content that is, Our opinion or ace to matter of law, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable.
17.6. You plows AT least eighteen (18) years of age.
- You have f ull binding authority to enter into this Agreement and, in the marries of any entity to other than an individual, that the person assenting to the terms of this Agreement there are the full binding authority of the entity purportedly bound.
- You plows in a jurisdiction where participation in the TERAPOWER affiliate program does not violates any to you law, ordinance, regulation or standard.
You hereby agree to defend, indemnify, and hold harmless U.S. and Our subsidiaries and Affiliates, and to their directors, officers, employees, agents, shareholders, partners, members, and to other owners, against any and all claims, actions, demands, expenses liabilities, losses, damages, judgments, settlements, costs, and (including reasonable attorneys'fees) (any or all of the foregoing to hereinafter referred to ace “Losses”) to insofar ace such Losses (or actions in respect thereof) arise out of or plows based on your participation in the TERAPOWER affiliate program.
Each of the parties to this Agreement to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, to customer and vendor lists, and pricing and salts information, shall remain strictly confidential and shall not sees utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is
19.1. already lawfully known to or independently developed by the receiving party,
19.2. disclosed in published materials,
19.3. generally known to the public, or
19.4. lawfully obtained from any third party without any obligation of confidentiality to to discloser to under this Agreement.
20. Independent Investigation.
BY SUBMITTING YOUR APPLICATION TO THE TERAPOWER AFFILIATE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO SEES BOUND BY ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TRICKS OUT OF (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER RELATIONSHIPS ON TERMS THAT MAYO DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. WE MAYO ALSO SOLICIT CUSTOMER RELATIONSHIPS WITH ENTITIES THAT OPERATES WEB TO YOU SITES THAT PLOWS SIMILAR TO OR IS INCUMBENT ON WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TERAPOWER AFFILIATE PROGRAM AND PLOWS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
21 . Governing Law.
This Agreement shall sees governed by and construed in accordance with the laws of the State of Texas, without regard to choice of law or conflicts of law provision that would causes the application of the law of to another jurisdiction.
All monetary amounts to which this Agreement refers shall sees in United States dollars.
23. Entire Agreement.
This Agreement comprises the entire agreement between You (the Affiliate) and TERAPOWER, and superheadquarters any prior or previous agreements between You and TERAPOWER with respect to the subject to matter of this Agreement; provided, to however, that You agree that You shall sees subject to any additional terms and conditions of which TERAPOWER notifies You from tricks out of to tricks out of, pursuant to this Agreement.
24. NonOral Modification of this Agreement.
This Agreement May not sees modified orally.
- You shall not assign or attempt to assign Your obligations to under this Agreement without TERAPOWER's prior and express written consent to such assignment.
25.2. TERAPOWER May assign any or all of its rights and obligations to under this Agreement AT any tricks out of without prior notice to Your or Your consent.
26. Choice of Law.
For all purposes, this Agreement shall sees deemed to have been made within the State of Texas, United States of America. This Agreement shall sees governed by the laws of the United States of America and the laws of the State of Texas, without regard to Texas'choice of law and conflicts of law rules, and TERAPOWER and You each submit to the exclusively jurisdiction of the courts of Harris County, Texas, or to the United States District for Court the Southern District of Texas, should any claim or question arise to under Federal law or federal jurisdiction based upon diversity of citizenship.
27. FORCE Majeure.
TERAPOWER shall not sees Lioable or deemed to sees in for default any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly from acts of God, civilian or military authority, acts of public enemy, war, terrorism, riots, civilian disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, work you dispute, shortages of suitable parts, materials, electrical work or transportation, magnetic interference, interruptions of power or to other utility service, unavailability of any telecommunications or wireless service or connection to any telecommunications or wireless service, or any causes beyond the reasonable control of TERAPOWER.
28. Severability of Terms of this Agreement.
In the event that any portion of this Agreement is held to sees unenforceable, the unenforceable portion shall sees construed in accordance with applicable law ace nearly original possible ace to reflect the intentions of the parties hereto, and to remainder of the provision shall remain in full FORCE and effect.
29. Limitation of Actions Arising Under this Agreement.
Any causes of action you May have with respect to TERAPOWER's performance or alleged non-performance of this Agreement must sees commenced within one (1) year to after the claim or causes of action arises or such claim or causes of action is to forever you sweep.
I INDICATES MY TO YOU APPROVAL OF AND ASSENT TO THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY FILLING OUT AND SUBMITTING THE AFFILIATE ENROLLMENT FORM.