This document contains the complete terms and conditions that apply to an individual's or entity's participation in the Webmaintainer Affiliates Program (henceforth, the "Program"). In this agreement the terms "we", "us" and "our" refer to Webmaintainer Inc. and its associated properties, while "you" and "your" refers to the applicant. "Site" refers to an Internet web site, either the applicant's, or ours, at www.webmaintainer.com, depending on the context.

The first step towards enrolment in the Webmaintainer Affiliates Program is to submit a complete application form through the facility provided on our site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. Your application may be rejected if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• breach intellectual property rights
  

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

We grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to our site, to establish and maintain links and select boxes as contemplated below:

i.) Links to our homepage - you may provide links from your site to our homepage at www.webmaintainer.com, using graphics and guidelines provided by us.

ii.) Select Boxes - you may provide select boxes on your site that allow visitors on your site to navigate directly to Webmaintainer services on our homepage at www.webmaintainer.com, using graphics and guidelines provided by us.

Such links to our site placed on your site must follow guidelines and use the artwork specified by us. A unique Affiliate ID will be provided to you that will facilitate the tracking and reporting of referral traffic originating from your site. This Affiliate ID will also permit the calculation of referral fee accrual. Referral fees will be paid to you only for sales that occur on our site due to traffic originating from your site via links in the specified format. We will not be responsible for any failure by you to adhere to the specified link format.

You acknowledge that, by participating in the Affiliates Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Affiliates Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in our Privacy Policy.

Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the trademarks, logos, the webmaintainer.com domain name, and any other intellectual property of Webmaintainer Inc.

We will process orders placed by customers who follow links in the specified format from your site to ours. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing. Among other things, we will prepare order forms; process payments, cancellations and returns; and handle customer service. We will track sales made to customers who purchase services using links in the specified format from your site to ours and will make available reports summarizing this sales activity. The form, content and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting and fee accrual, you must ensure that the links between your site and our site are properly formatted according to our guidelines. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and our site are not properly formatted.

We will pay you Referral Fees on certain sales to third parties in accordance with sections 6 and 7 below. For a sale to generate a referral fee, the customer must follow a link in the specified format specified from your site to the webmaintainer.com site and make a purchase. We will only pay referral fees on such sales after order and payment have occurred. We will not, however, pay referral fees on any items that are added to a customer's shopping basket after the customer has re-entered our site (other than through a link in the specified format from your site), even if the customer previously followed a link from your site to our site or for services that are purchased through any device (an "Internet Access Appliance") that provides Internet access but does not present our site, or permit users to access and interact with our site, in the same manner as a desktop computer (e.g., mobile devices such as cellular telephones or PDAs that may access only limited or modified versions of our site).

You may not make purchases on our site during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for services to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Services that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Services".

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using links in the specified format on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use links in the specified format on your site to access our site); (b) post any links in the specified format on any web site or other platform that is accessible through any Internet Access Appliance; (c) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (d) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (e) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (f) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (g) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Services, excluding costs for taxes, service charges, credit card processing fees, cancellations and bad debt. The current referral fee schedule is a % of the Qualifying Revenues generated from sales of select services.

We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you payment for the referral fees earned on Qualifying Services that were dispatched during that quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than US $ 25.00, we will hold those fees until the total amount due is at least US $ 25.00 or (if earlier) until this Agreement is terminated. If a service that generated a referral fee is cancelled by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you an invoice for the fee.

For the avoidance of doubt, customers who buy services through this Program will be customers of Webmaintainer Inc. Accordingly, all Webmaintainer Inc. rules, policies and operating procedures concerning customer orders, customer service and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for services sold under this Program in accordance with its own pricing policies. Prices may vary from time to time.

You may not issue any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. Doing so may result in your termination from the Program. You may e-mail affiliates@webmaintainer.com if you wish to apply for written consent. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause. We will make available to you a small graphic image that identifies your site as a Program participant, to be placed on your site along with the words, "Webmaintainer Affiliate". We may modify the text or graphic image from this notice from time to time.

We grant you a nonexclusive, revocable right to use the graphic image and text described above and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist promote the sale of services on our site. You may not modify the graphic image and text or any of our images in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke these rights at any time by giving you written notice.

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment;
• creating and posting links to www.webmaintainer.com in the specified format;
• the accuracy and appropriateness of materials posted on your site
• ensuring that materials posted on your site do not breach or infringe upon the rights of any third party (including, for example, copyrights, trademarks, database rights, privacy or other personal or proprietary rights);
• ensuring that materials posted on your site are not defamatory or illegal.

We and our Affiliates disclaim all liability for these matters. Further, you will indemnify and hold us and our Affiliates harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your site.

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales of Qualifying Services occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must immediately cease use of, and remove from your site, all links to our site and all Webmaintainer Inc trademarks, trade names and logos and all other material by or on behalf of us to you in connection with the Program.

We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules.

You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective Affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our or our Affiliates' behalf, including with respect to our or our Affiliates products or services. You will not make any statement or representation, whether on your site or otherwise, that that reasonably would contradict anything in this section.

We will not be liable for indirect, special, or consequential damages (including any loss of business, revenue, profits or data) arising in connection with this Agreement or the 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 Program will not exceed the total referral fees paid or payable to you under this Agreement at the time that the event giving rise to the liability arises.

Notwithstanding the previous paragraph, nothing in this Agreement will operate to exclude any liability for death or personal injury arising as a result of the negligence of either party, its employees, agents or authorized representatives.

To the fullest extent permitted by law, we make no express or implied warranties or representations with respect to the Program or any services sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, we make no representation that the operation of our site will be uninterrupted or error-free and none of us will be liable for the consequences of any interruptions or errors.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE OR ANY OF OUR AFFILIATES MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

This Agreement will be governed by the laws of Illinois, USA, without reference to rules governing choice of laws. You irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.