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Terms of Use and Privacy Statement

TRACKIMO AFFILIATE AGREEMENT



Please read the entire
agreement.



You may print this page for
your records.


This is a legal agreement
between you and Trackimo.com (Merchant).



By submitting the online
application you are agreeing that you have read and understand the term and
conditions of this agreement and that you agree to be legally responsible for
each and every term and condition.



1. Overview



This Agreement contains the
complete terms and conditions that apply to you becoming an affiliate in
Trackimo.com's Affiliate Program. The purpose of this Agreement is to allow
HTML linking between your web site and the Trackimo.com web site. Please note
that throughout this Agreement, "we," "us," and
"our" refer to Trackimo.com, and "you," "your,"
and "yours" refer to the affiliate.



2. Affiliate Obligations



2.1. To begin the enrollment
process, you will complete and submit the online application at the Affiliatly.
The fact that we auto-approve applications does not imply that we may not
re-evaluate your application at a later time. We may reject your application at
our sole discretion. We may cancel your application if we determine that your
site is unsuitable for our Program, including if it:



2.1.1. Promotes sexually
explicit materials 

2.1.2. Promotes violence 

2.1.3. Promotes discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age

2.1.4. Promotes illegal activities 

2.1.5. Incorporates any materials which infringe or assist others to infringe
on any copyright, trademark or other intellectual property rights or to violate
the law 

2.1.6. Includes "Trackimo" or variations or misspellings thereof in
its domain name 

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory,
obscene, harassing, or racially, ethnically or otherwise objectionable to us in
our sole discretion. 

2.1.8. Contains software downloads that potentially enable diversions of
commission from other affiliates in our program. 

2.1.9. You may not create or design your website or any other website that you operate,
explicitly or implied in a manner which resembles our website nor design your
website in a manner which leads customers to believe you are Trackimo.com or
any other affiliated business.




2.2. As a member of Trackimo.com's
Affiliate Program, you will have access to Affiliate Account Manager. Here you
will be able to review our Program’s details and previously-published affiliate
newsletters, download HTML code (that provides for links to web pages within
the Trackimo.com web site) and banner creatives, browse and get tracking codes
for our coupons and deals. In order for us to accurately keep track of all
guest visits from your site to ours, you must use the Affiliate Link code that
we provide for each banner, text link, or other affiliate link we provide you
with.



2.3. Trackimo.com reserves
the right, at any time, to review your placement and approve the use of your links
and require that you change the placement or use to comply with the guidelines
provided to you.



2.4. The maintenance and the
updating of your site will be your responsibility. We may monitor your site as
we feel necessary to make sure that it is up-to-date and to notify you of any
changes that we feel should enhance your performance.



2.5. It is entirely your
responsibility to follow all applicable intellectual property and other laws
that pertain to your site. You must have express permission to use any person's
copyrighted material, whether it be a writing, an image, or any other
copyrightable work. We will not be responsible (and you will be solely
responsible) if you use another person's copyrighted material or other
intellectual property in violation of the law or any third party rights.



3. Trackimo.com Rights and
Obligations



3.1. We have the right to
monitor your site at any time to determine if you are following the terms and
conditions of this Agreement. We may notify you of any changes to your site
that we feel should be made, or to make sure that your links to our web site
are appropriate and to notify further you of any changes that we feel should be
made. If you do not make the changes to your site that we feel are necessary,
we reserve the right to terminate your participation in the Trackimo.com
Affiliate Program.



3.2. Trackimo.com reserves
the right to terminate this Agreement and your participation in the Trackimo.com
Affiliate Program immediately and without notice to you should you commit fraud
in your use of the Trackimo.com Affiliate Program or should you abuse this
program in any way. If such fraud or abuse is detected, Trackimo.com shall not
be liable to you for any commissions for such fraudulent sales.



3.3. This Agreement will
begin upon our acceptance of your Affiliate application, and will continue
unless terminated hereunder.



4. Termination



Either you or we may end this
Agreement AT ANY TIME, with or without cause, by giving the other party written
notice. Written notice can be in the form of mail, email or fax. In addition,
this Agreement will terminate immediately upon any breach of this Agreement by
you.



5. Modification



We may modify any of the
terms and conditions in this Agreement at any time at our sole discretion. In
such event, you will be notified by email. Modifications may include, but are
not limited to, changes in the payment procedures and Trackimo.com's Affiliate
Program rules. If any modification is unacceptable to you, your only option is
to end this Agreement. Your continued participation in Trackimo.com's Affiliate
Program following the posting of the change notice or new Agreement on our site
will indicate your agreement to the changes.



6. Payment



Trackimo.com uses a third
party to handle all of the tracking and payment. The third party is the
Affiliatly.com affiliate network. Kindly review the network’s payment terms and
conditions.



7. Access to Affiliate
Account Interface



You will create a password so
that you may enter Affiliatly’s secure affiliate account interface. From their
site you will be able to receive your reports that will describe our
calculation of the commissions due to you.



8. Promotion Restrictions



8.1. You are free to promote
your own web sites, but naturally any promotion that mentions Trackimo.com
could be perceived by the public or the press as a joint effort. You should
know that certain forms of advertising are always prohibited by Trackimo.com.
For example, advertising commonly referred to as "spamming" is
unacceptable to us and could cause damage to our name. Other generally
prohibited forms of advertising include the use of unsolicited commercial email
(UCE), postings to non-commercial newsgroups and cross-posting to multiple
newsgroups at once. In addition, you may not advertise in any way that
effectively conceals or misrepresents your identity, your domain name, or your
return email address. You may use mailings to customers to promote Trackimo.com
so long as the recipient is already a customer or subscriber of your services
or web site, and recipients have the option to remove themselves from future
mailings. Also, you may post to newsgroups to promote Trackimo.com so long as
the news group specifically welcomes commercial messages. At all times, you
must clearly represent yourself and your web sites as independent from Trackimo.com.
If it comes to our attention that you are spamming, we will consider that cause
for immediate termination of this Agreement and your participation in the
Trackimo.com Affiliate Program. Any pending balances owed to you will not be
paid if your account is terminated due to such unacceptable advertising or
solicitation.

8.2. Affiliates that among other
keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such
as Trackimo.com, Trackimo, www.trackimo, www.trackimo.com, and/or any
misspellings or similar alterations of these – be it separately or in
combination with other keywords – and do not direct the traffic from such
campaigns to their own website prior to re-directing it to ours, will be
considered trademark violators, and will be banned from Trackimo’s Affiliate
Program. We will do everything possible to contact the affiliate prior to the
ban. However, we reserve the right to expel any trademark violator from our
affiliate program without prior notice, and on the first occurrence of such PPC
bidding behavior.



8.3. Affiliates are not
prohibited from keying in prospect’s information into the lead form as long as
the prospects’ information is real and true, and these are valid leads (i.e.
sincerely interested in Merchant’s service).



8.4. Affiliate shall not
transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,”
“Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,”
“Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from
the time the consumer clicks on a qualifying link until such time as the
consumer has fully exited Merchant’s site (i.e., no page from our site or any
Trackimo.com’s content or branding is visible on the end-user’s screen). As
used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an
application that (a) through accidental or direct intent causes the overwriting
of affiliate and non affiliate commission tracking cookies through any other
means than a customer initiated click on a qualifying link on a web page or
email; (b) intercepts searches to redirect traffic through an installed software,
thereby causing, pop ups, commission tracking cookies to be put in place or
other commission tracking cookies to be overwritten where a user would under
normal circumstances have arrived at the same destination through the results
given by the search (search engines being, but not limited to, Google, MSN,
Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines);
(c) set commission tracking cookies through loading of Trackimo site in
IFrames, hidden links and automatic pop ups that open Trackimo.com’s site; (d)
targets text on web sites, other than those web sites 100% owned by the
application owner, for the purpose of contextual marketing; (e) removes,
replaces or blocks the visibility of Affiliate banners with any other banners,
other than those that are on web sites 100% owned by the owner of the
application.



9. Grant of Licenses



9.1. We grant to you a
non-exclusive, non-transferable, revocable right to (i) access our site through
HTML links solely in accordance with the terms of this Agreement and (ii)
solely in connection with such links, to use our logos, trade names,
trademarks, and similar identifying material (collectively, the "Licensed
Materials") that we provide to you or authorize for such purpose. You are
only entitled to use the Licensed Materials to the extent that you are a member
in good standing of Trackimo.com's Affiliate Program. You agree that all uses
of the Licensed Materials will be on behalf of Trackimo.com and the good will
associated therewith will inure to the sole benefit of Trackimo.com.



9.2. Each party agrees not to
use the other's proprietary materials in any manner that is disparaging,
misleading, obscene or that otherwise portrays the party in a negative light.
Each party reserves all of its respective rights in the proprietary materials
covered by this license. Other than the license granted in this Agreement, each
party retains all right, title, and interest to its respective rights and no
right, title, or interest is transferred to the other.



10. Disclaimer



TRACKIMO.COM MAKES NO EXPRESS
OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING TRACKIMO.COM SERVICE AND WEB
SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF
MERCHANT.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.



11. Representations and
Warranties




You represent and warrant
that:



11.1. This Agreement has been
duly and validly executed and delivered by you and constitutes your legal,
valid, and binding obligation, enforceable against you in accordance with its
terms;



11.2. You have the full
right, power, and authority to enter into and be bound by the terms and
conditions of this Agreement and to perform your obligations under this
Agreement, without the approval or consent of any other party;



11.3. You have sufficient
right, title, and interest in and to the rights granted to us in this
Agreement.



12. Limitations of Liability



WE WILL NOT BE LIABLE TO YOU
WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST
BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO
EVENT SHALL TRACKIMO.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION
FEES PAID TO YOU UNDER THIS AGREEMENT.



13. Indemnification



You hereby agree to indemnify
and hold harmless Trackimo.com, and its subsidiaries and affiliates, and their
directors, officers, employees, agents, shareholders, partners, members, and
other owners, against any and all claims, actions, demands, liabilities,
losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter referred
to as "Losses") insofar as such Losses (or actions in respect
thereof) arise out of or are based on (i) any claim that our use of the
affiliate trademarks infringes on any trademark, trade name, service mark,
copyright, license, intellectual property, or other proprietary right of any
third party, (ii) any misrepresentation of a representation or warranty or
breach of a covenant and agreement made by you herein, or (iii) any claim
related to your site, including, without limitation, content therein not
attributable to us.



14. Confidentiality



All confidential information,
including, but not limited to, any business, technical, financial, and customer
information, disclosed by one party to the other during negotiation or the
effective term of this Agreement which is marked "Confidential," will
remain the sole property of the disclosing party, and each party will keep in
confidence and not use or disclose such proprietary information of the other
party without express written permission of the disclosing party.



15. Miscellaneous



15.1. You agree that you are
an independent contractor, and nothing in this Agreement will create any
partnership, joint venture, agency, franchise, sales representative, or
employment relationship between you and Trackimo.com. 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 any other of Your Site or
otherwise, that reasonably would contradict anything in this Section.



15.2. Neither party may
assign its rights or obligations under this Agreement to any party, except to a
party who obtains all or substantially all of the business or assets of a third
party.



15.3. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of New
York without regard to the conflicts of laws and principles thereof.



15.4. You may not amend or
waive any provision of this Agreement unless in writing and signed by both
parties.



15.5. This Agreement
represents the entire agreement between us and you, and shall supersede all
prior agreements and communications of the parties, oral or written.



15.6. The headings and titles
contained in this Agreement are included for convenience only, and shall not
limit or otherwise affect the terms of this Agreement.



15.7. If any provision of
this Agreement is held to be invalid or unenforceable, that provision shall be
eliminated or limited to the minimum extent necessary such that the intent of
the parties is effectuated, and the remainder of this agreement shall have full
force and effect.

 

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