MyMedicalLearningCenter.com Affiliate Program Agreement and Terms of Service
This Affiliate Program Agreement and Terms of Service (this "Agreement") is made by and agreed to between LegalTech, an Arizona proprietorship which manages MyMedicalLearningCenter.com, Post Office Box 1945, Show Low, Arizona 85902 (LegalTech, www.mymedicallearningcenter.com, their principals, agents, heirs, successors and assigns hereinafter collectively referred to as "WebSite"), and you ("You"). As an affiliate of WebSite, You are entitled to receive a commission for all Internet sales referred by your web site(s) to MyMedicalLearningCenter.com as part of our Affiliate Program (herein so called).
|IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.|
Participation in the MyMedicalLearningCenter.com Affiliate Program
Acceptance by WebSite. You are automatically accepted into the Affiliate Program. WebSite's acceptance of You extends only to the entity, or individual, that enters into this Agreement.
Affiliate Commission Payments Will Be Made by Paypal. All commissions that You earn by participating in the Affiliate Program are paid by Paypal only. You must have a Paypal account to receive commissions. If you do not have an account, visit http://www.paypal.com. If you are unable to obtain a Paypal account and wish to receive commissions by check, please write to email@example.com so that separate payment arrangements can be made. Payments by check will be subject to processing and mailing fees.
Prohibited Uses of Links
Fake or Misleading Transactions. You must promote the videos offered on MyMedicalLearningCenter.com in a way that does not mislead the Visitor. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You will not earn affiliate commissions for fake or misleading transactions.
Infringement. Your links and other promotional activities shall not infringe upon WebSite's proprietary rights (including but not limited to trademark rights), or a third party's proprietary rights.
Updating Links. If the affiliate links to MyMedicalLearningCenter.com are changed, You will be notified and may need to update the links in order to earn commissions.
Your Obligations as an Affiliate
Current and Accurate Information. You agree to provide WebSite with accurate information about You and Your promotional methods, and to maintain current account information (such as contact information).
Spamming and Other Objectionable Promotional Methods. You represent and warrant that You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications. You represent and warrant that You will not engage in pop-up or pop-under advertising using any means involving third party properties.
Tracking Codes. In order for WebSite to record the tracking of sales through links promoted by You, You must include and maintain the tracking code provided by WebSite as part of the Affiliate Program.
Use and Security of Your Affiliate Account. You shall be responsible Your username and password for Your affiliate account, for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through WebSite's negligent or willful conduct or omission). You shall provide WebSite with prompt written notification of any known or suspected unauthorized use of Your account or breach of the security of Your account. You may access your account at http://ww6.aitsafe.com/mtracker/ by using the username and password assigned to you during signup.
WebSite's Affiliate Program Services
Tracking Transactions and Commissions Due. WebSite shall determine Commissions that should be credited to You.
Affiliate Commission Payments; Charge-Backs and Refunds. Each video sold by WebSite has a 7-day, money back guarantee. Payment of Your commission will be made to Your Paypal account within one business week upon expiration of the 7-day guarantee period. WebSite may apply at any time, including previous payment cycles, a debit to Your affiliate account in an amount equal to a commission payment previously credited to Your account in the event of duplicate entry or other clear error; misleading or fake transactions; chargebacks made by the purchaser of any video product, or Your failure to comply with this Agreement.
Access to Tracking and Reporting Tools. WebSite is providing you with accessing to tracking and supporting tools via a third party provider, mTracker. Using your username and password, you may log into your account at any time by visiting http://ww6.aitsafe.com/mtracker/. You agree to indemnify and hold harmless WebSite for any downtime or reporting problems in the third party provider affiliate tracking site.
Additional Terms and Conditions of the Affiliate Program
No Employer-Employee Relationship Created; Relationship Between the Parties. The Affiliate Program does not create an employer-employee relationship between You and WebSite. The relationship between You and WebSite is as a sales affiliate only, and not an agent, representative, employee or assign of WebSite. YOU REPRESENT AND AGREE THAT YOU ARE RESPONSIBLE FOR THE REPORTING AND PAYMENT OF ANY INCOME OR OTHER TAXES ON SALES COMMISSIONS THAT YOU RECEIVE AS A RESULT OF PARTICIPATING IN THIS AFFILIATE PROGRAM. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that Your consent is not necessary to modify this Agreement or WebSite's business practices.
Retention of Rights. All proprietary rights of You, WebSite and MyMedicalLearningCenter.com and all goodwill arising as a result of such rights shall inure to the benefit of such owner.
Privacy and Confidentiality. You or WebSite may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. All privacy policies stated on MyMedicalLearningCenter.com shall apply to this Agreement.
Term of this Agreement. This Agreement shall commence upon Your indication that You have accepted this Agreement by signing up as an Affiliate and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon seven (7) business days notice. This Agreement may be terminated immediately upon notice for Your breach of this Agreement. Your affiliate account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a new Affiliate Program or Agreement with WebSite, and any attempt to do so shall be null and void.
Termination or Deactivation by WebSite. WebSite may terminate You, one of Your Web sites, or Your use of a promotional method at any time in WebSite's sole discretion. Breach of this Agreement is cause for immediate termination from the Affiliate Program and/or termination of this Agreement, and may result in a decrease in Your commission payments as provided herein.
Termination of Video Offers. Any video products and other offers at http://www.mymedicallearningcenter.com may be discontinued at any time.
Notices. All notices except legal notices or tax notices shall be provided by email, either to firstname.lastname@example.org or to the email address that you provided. Written notice shall be provided to WebSite at LegalTech, Post Office Box 1945, Show Low, Arizona 85902.
Payments and Other Obligations After Termination of This Agreement. If this Agreement is terminated, WebSite shall pay You any balance owed within thirty (30) days of termination. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and You must immediately remove all links to www.mymedicallearningcenter.com. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.
No Medical Advice Given. Medical videos available through www.mymedicallearningcenter.com have been purchased from a third party vendor and neither mymedicallearningcenter.com nor WebSite are giving medical advice. All medical and health information provided on mymedicallearningcenter.com is subject to the disclaimers provided in the terms and conditions, and You shall not advertise the videos or any other content as medical advice.
Business Operations. Each party will make reasonable commercial efforts to keep its web site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions.
Authority to Enter Agreement and to Operate Websites. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT. You represent and warrant that You have all appropriate authority to operate, and to post any and all content on, Your website(s); You have all appropriate authority in any promotional method You may choose to use; Your website(s) and Your promotional methods do not and will not infringe a third party's proprietary rights; and You shall remain solely responsible for any and all Websites owned and/or operated by You and all of Your promotional methods. WebSite may or may not review all content on Your Web site or used by You in Your promotional methods. You further represent and warrant that You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory, and warrant that no promotion method used by You or the content of Your website(s) will render WebSite or mymedicallearningcenter.com liable to any proceedings whatsoever.
Limitation of Liabilities; Disclaimers. ANY OBLIGATION OR LIABILITY OF WebSite UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY WebSite UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT WebSite SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER OR AN ADVERTISER OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WebSite DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT WebSite's SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF THE INFORMATION OR WEB SITE. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. WebSite IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER, OR SUCH ADVERTISER'S WEB SITE(S), AND/OR THE CONTENT OF AN ADVERTISER'S WEB SITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE NETWORK SERVICE.
Indemnification and Hold Harmless Agreement. You shall defend, indemnify and hold WebSite harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys' fees) incurred, claimed or sustained by third parties, including but not limited to WebSite, directly or indirectly as a result of WebSite's breach of or non-compliance with this Agreement, WebSite's violation of any law, or an alleged violation of law by WebSite, that is a direct or indirect result of WebSite's use of mTracker or any other service, WebSites's use of any content, goods or services offered, sold or otherwise made available by WebSite to any person, WebSite's acts or omissions in using, displaying or distributing any internet links obtained from the mTracker or elsewhere, including but not limited to WebSite's use of internet links via email distribution, any claim that WebSite is obligated to pay tax obligations in connection with payment made to pursuant to this Agreement and/or and any violation or alleged violation by WebSite of any rights of another, including breach of a person's or entity's intellectual property rights.
Headings and Captions. Headings and captions contained in this Agreement are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
Choice of Law/Attorneys' Fees. This Agreement is governed by the laws of the State of Arizona (USA). The exclusive forum for any actions related to this Agreement shall be in the Navajo County Superior Court. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs.
Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
Severability. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
Entire Agreement, Assignment and Amendment. This Agreement, including the refund policies and terms and conditions contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. WebSite shall have the right to change, modify or amend this Agreement, in whole or in part, by providing notice of revision to You by email. Your continued participation in the Affiliate Program shall be deemed Your acceptance of the revised Agreement.
BY SIGNING UP AS AN AFFILIATE, YOU HAVE CONSENTED TO THIS AGREEMENT.
Last revised and posted September 10, 2006