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AFFILIATE
AGREEMENT
This Agreement contains the complete terms and conditions
that apply to an individual's or entity's participation in
the Tsunami Trading Educators, Inc. Affiliates Program
(the "Program"). As used in this Agreement,
"we" means Tsunami Trading Educators, Inc., and
"you" means the applicant. "Site"
means a World Wide Web site and, depending on the context,
refers to any site that you will link to our site (and
which you will identify in your Program application).
1.
Enrollment in the Program
To begin the enrollment process, you will submit a complete
Program application via our site. We will evaluate your
application in good faith and will notify you of your
acceptance or rejection. We may reject your application if
we determine (in our sole discretion) that your site is
unsuitable for the Program. Unsuitable sites include those
that:
a.
Promote sexually explicit materials.
b.
Promote violence.
c.
Promote discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or
age.
d.
Promote illegal activities.
e.
Include "Tsunami Trading
Educators" or variations or misspellings thereof in
their domain names. Otherwise
violate 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 (in our sole discretion) to be unsuitable for
the Program, we may terminate this Agreement.
2.
Links on Your Site
Once you have been notified that your site has been accepted
into the Program, you may provide on your site one or more
of the following types of links to our site:
a. Product
Links: You may select one or more Products to list on your
site. A "Product" is any product listed on our
site that is fulfilled by us, or any product sold by a
third party seller on our site; but excluding any product
offered through our site not sold and fulfilled by us,
such as a product sold by a third party through a site
linked to from our site. For each selected Product, you
will display on your site a short description, review, or
other reference. You will be responsible for the content,
style, and placement of these references. You will provide
a Special Link (as defined below) from each Product
reference on your site to the corresponding Tsunami
Trading Educators website. Each such link will connect to
our web site. You may add or delete Products (and related
links) from your site at any time without our approval.
We will provide you with guidelines and graphical artwork to
use in linking to our website. To permit accurate
tracking, reporting, and referral fee accrual, we will
provide you with special "tagged" link formats
to be used in all links between your site and our site.
You must ensure that each of the links between your site
and our site properly utilizes such special link formats.
Links to our site placed on your site pursuant to this
Agreement and which properly utilize such special link
formats are referred to as "Special Links." You
will earn referral fees only with respect to activity on
our site occurring directly through Special Links; we will
not be liable to you with respect to any failure by you to
use Special Links, including to the extent that such
failure may result in any reduction of amounts that would
otherwise be paid to you pursuant to this Agreement.
You acknowledge that, by participating in the Affiliates
Program and placing any of the above links within your
site, Tsunami Trading Educators, Inc. may receive
information from or about visitors to your site or
communications between your site and those visitors. Your
participation in the Tsunami Trading Educators, Inc.
program constitutes your specific and unconditional
consent to and authorization for Tsunami Trading Educators
access to, receipt, storage, use, and disclosure of any
and all such information, consistent with the policies and
procedures set forth in the Tsunami Trading Educators
Privacy Notices.
3.
Order Processing
We will process Product orders placed by customers who
follow Special Links from your site to our site. We
reserve the right to reject orders that do not comply with
any requirements that we may establish periodically. We
will be responsible for all aspects of order processing
and fulfilment. 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 Products by using Special Links
from your site to our site and will make available to you
reports summarizing this sales activity. The form,
content, and frequency of the reports may vary from time
to time in our discretion.
4.
Referral Fees
We will pay you (in accordance with Sections 5 and 8 below)
referral fees on certain Product sales to third parties.
For a Product sale to be eligible to earn a referral fee,
the customers must click-through a Special Link from your
site to our site, and add the Product to his or her
shopping cart.
You may not purchase products 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
products to be used by you or your friends, relatives, or
Affiliates in any manner. Such purchases may result (in
our sole discretion) in the withholding of referral fees
or the termination of this Agreement. Products that are
eligible to earn referral fees under the rules set forth
above are referred to as "Qualifying Products."
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 Special Links on your site to
access our site (e.g., by implementing any
"rewards" program for persons or entities who
use Special Links on your site to access our site); (b)
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; (c) in any way
modify, redirect, suppress, or substitute the operation of
any button, link, or other interactive feature of our
site; (d) 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; (e) 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 (f) 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.
5.
Referral Fee Schedule
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 Products, excluding
costs for shipping, handling, taxes, service charges,
credit card processing fees, returns and bad debt. The
current referral fee schedule is 15% of Qualifying
Revenues from each sale of Tsunami Trading Educators
products.
6.
Referral Fee Payment
Referral fees earned till the
15th of this month will be paid to you on the 15th of next
month & the referral fees earned by you during 16th to
31st of current month will be paid to you on the 30th of
the next month, we will pay you the referral fees by
paypal or will send a check to the mailing address given
by you at the time of signing up for the affiliate
program, however, if the referral fees
payable to you for any calendar month is less than $100,
we will hold payment until the total amount due is at
least $100 or (if earlier) until this Agreement is
terminated. In calculating referral fees, we will deduct
the corresponding referral fee from your next monthly
payment if the customer returns a Product that generated a
referral fee. If there is no subsequent payment, we will
send you a bill for the referral fee. We will also deduct
a $2.00 as a payment processing fee.
7.
Policies and Pricing
Customers who buy products through this Program will be
deemed to be customers of Tsunami Trading Educators, Inc.
Our rules, policies, and operating procedures
concerning customer orders, customer service, and product
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
products sold under this Program in accordance with our
own pricing policies. Product prices and availability may
vary from time to time. We will use commercially
reasonable efforts to present accurate information, but we
cannot guarantee the availability or price of any
particular product.
8.
Identifying Yourself as an Affiliate
You may not issue any press release with respect to this
Agreement or your participation in the Program; such
action may result in your termination from the Program. 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 Tsunami Trading Educators supports,
sponsors, endorses, or contributes money to any charity or
other cause).
9.
Limited License
We grant you a nonexclusive, revocable right to use the
graphic image and text described in Section 8 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 in generating
Product sales. You may not modify the graphic image or
text, or any other 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 your license at any time by
giving you written notice.
10.
Responsibility for Your Site
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:
a.
The technical operation of your site and all
related equipment.
b.
Creating and posting Product descriptions on
your site and linking those descriptions to our catalogue.
c.
The
accuracy and appropriateness of materials posted on your
site (including, among other things, all Product-related
materials).
d.
Ensuring that materials posted on your site
do not violate or infringe upon the rights of any third
party (including, for example, copyrights, trademarks,
privacy, or other personal or proprietary rights.
e.
Ensuring that materials posted on your site
are not libellous or otherwise illegal.
f.
Ensuring that your site accurately and
adequately discloses, either through a privacy policy or
otherwise, how you collect, use, store, and disclose data
collected from visitors, including, where applicable, that
third parties (including advertisers) may serve content
and/or advertisements and collect information directly
from visitors and may place or recognize cookies on
visitors' browsers.
We disclaim all liability for these matters. Further, you
will indemnify and hold us harmless from all claims,
damages, and expenses (including, without limitation,
attorneys' fees) relating to the development, operation,
maintenance, and contents of your site.
11.
Term of the Agreement
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. Upon the
termination of this Agreement for any reason, you will
immediately cease use of, and remove from your site, all
links to our site, and all Tsunami Trading Educators
trademarks, trade dress, and logos, and all other
materials provided by or on behalf of us to you pursuant
hereto or in connection with the Program. You are eligible
to earn referral fees only on our sales of Qualifying
Products that occur during the term, and referral fees
earned through 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.
12.
Modification
We may modify any of the terms and conditions contained in
this Agreement, at any time and in 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, referral fee schedules,
payment procedures, and Program rules. IF ANY MODIFICATION
IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS AGREEMENT. YOUR CONTINUED
PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A
CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE
BINDING ACCEPTANCE OF THE CHANGE.
13.
Relationship of Parties
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. You will have no
authority to make or accept any offers or representations
on our behalf. You will not make any statement, whether on
your site or otherwise, that reasonably would contradict
anything in this Section.
14.
Limitation of Liability
We will not be liable for indirect, special, or
consequential damages (or any loss of 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.
15.
Disclaimers
We make no express or implied warranties or representations
with respect to the Program or any products 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). In
addition, we make no representation that the operation of
our site will be uninterrupted or error-free, and we will
not be liable for the consequences of any interruptions or
errors.
16.
Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE
TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE
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.
17.
Arbitration
Any dispute relating in any way to this Agreement (including
any actual or alleged breach hereof), any transactions or
activities under this Agreement or your relationship with
us or any of our affiliates shall be submitted to
confidential arbitration in Honolulu, HI, except that, to the extent you have
in any manner violated or threatened to violate our
intellectual property rights, we may seek injunctive or
other appropriate relief in any state or federal court in
the state of HAWAII (and you consent to non-exclusive
jurisdiction and venue in such courts) or any other court
of competent jurisdiction. Arbitration under this
agreement shall be conducted under the rules then
prevailing of the American Arbitration Association. The
arbitrator's award shall be binding and may be entered as
a judgment in any court of competent jurisdiction. To the
fullest extent permitted by applicable law, no arbitration
under this Agreement shall be joined to an arbitration
involving any other party subject to this Agreement,
whether through class arbitration proceedings or
otherwise.
18.
Miscellaneous
This Agreement will be governed by the laws of the United
States and the state of HI, without reference to rules
governing choice of laws. 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
be 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.
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