1. Registering for the Affiliate Program
a. Participants in the NASBIS Affiliate Program must submit an accurately completed application which will include their identity, address, and contact information.
b. Applicants may use a business as the desired Affiliate for the purpose of receiving compensation, but the Affiliate representing the business entity must provide the required profile information in addition to the complete business information.
c. All applications must be renewed annually to accommodate future profile updates. Applicants may not use any aliases or other means to mask your true identity or contact information.
2. Obligations of the Parties
a. NASBIS created a Standard Affiliate Program which is defined as Affiliates who can recruit and sell but cannot build teams and will not receive override compensation.
b. The Term Standard Affiliate will be hereinafter be referred to as “Affiliate”.
c. Subject to our acceptance of you as an Affiliate and your continued compliance with the terms and conditions of this Agreement, NASBIS agrees as follows:
i. Income for Affiliates:
ii. Affiliate acknowledges and agrees that the Standard Affiliate Program is separate from, and does not grant Affiliate automatic membership to the Ex-ABCS Program. Affiliate will have the option of registering into the Ez-ABCS Membership Program by following the same procedure as all Affiliates, including paying the $500 Entrance Fees.
iii. We will pay Affiliate for each Approved Transaction3 (“AT”) which is defined as a paid client for any of the commissionable services as outlined in Exhibit B (Commissionable Services)
iv. Any Commissions earned will be paid weekly, based upon the prior week’s activities, as outlined in Exhibit A and B of this Agreement, provided that your account is currently greater than $200. Accounts with a balance of equal to or less than $200 will roll over to the next week, and will continue to roll over monthly until $200 is reached. We reserve the right to charge back to your account any previously paid Approved Transactions that are later determined to have not met the requirements to be a Qualified Action4 defined not to be determined by NASBIS to be fraudulent, incomplete, unqualified or a duplicate.
v. NASBIS shall automatically provide active Founders with a self-replicating website with access to an on-line tracking software illustrating Founder’s sub-affiliates, conversions, commissions earned, etc. In the event that Founder disputes in good faith any portion of payable commission, Founder must submit that dispute to NASBIS in writing and in sufficient detail. If the parties are unable to arrive at a reconciliation, then NASBIS’ numbers shall govern.
vi. If Affiliate has an outstanding balance due to NASBIS under this Agreement or any other agreement between the Affiliate and NASBIS, whether or not related to the NASBIS Affiliate Program, Affiliate agrees that NASBIS may offset any such amounts due to NASBIS from amounts payable to Affiliate under this Agreement.
3. Standard Affiliate also agrees to:
a. Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
b. Comply with the terms, conditions, guidelines and policies of any third-party services used by Affiliate in connection with the Founder’s Position Program, including but not limited to, email providers, social networking services and ad networks as long as the terms do not conflict with the NASBIS Affiliate Program’s Terms of Service.
c. Comply with the NASBIS Standard Affiliate Program Terms of Service, and also acknowledge that no other external, or third-party terms of services will ever supersede the Founder position terms of service. Affiliate also acknowledges that the NASBIS Founder Position terms of services will be considered final and non-negotiable, and any contractual agreement will be considered void if it’s Terms of Services do not match the ones from NASBIS.
Except as otherwise provided in this Agreement or with the consent of NASBIS, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Founder shall not use any information obtained from the Founder’ Position Affiliate Program to develop, enhance or operate a service that competes with the Affiliate’s Program, or assist another party to do the same.
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the NASBIS’ Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. NASBIS shall make all determinations about fraudulent activity in its sole discretion.
6. Limited License & Intellectual Property
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site. You may not alter, modify, manipulate or create derivative works of the Links or any NASBIS graphics, creative, copy or other materials owned by, or licensed to, NASBIS in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice 10 days prior to such revocation. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of NASBIS’ trademarks, service marks, copyrights, patents or trade secrets. You agree that NASBIS may use any suggestion, comment or recommendation you choose to provide to NASBIS without compensation. All rights not expressly granted in this Agreement are reserved by NASBIS.
This Agreement shall commence on the date of our approval of your Standard Affiliate’s application and shall continue thereafter until terminated as provided herein. You may terminate your participation in all of NASBIS Affiliate Program, and also the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all NASBIS or Client intellectual property, and will cease representing yourself as an NASBIS Affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to us under this Agreement, NASBIS reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or chargeback paid Commissions to your account if (i) NASBIS determines that you have violated this Agreement, (ii) NASBIS receives any complaints about your participation in the any of NASBIS’ Affiliate Programs which NASBIS reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or chargebacks for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach, until. In the event of a material breach of this Agreement, NASBIS reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
9. Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation; enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, NASBIS represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to NASBIS’ own business operations or NASBIS’ proprietary products or services.
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, NASBIS may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from NASBIS to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the NASBIS Standard Affiliate Program.
11. Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the NASBIS Standard Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the NASBIS Founder’s Program.
12. Mutual Indemnification
Affiliate hereby agrees to indemnify, defend and hold harmless NASBIS and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or NASBIS or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
13. Limitation of Liability
In no event shall NASBIS or any of the affiliated third-party providers be liable for any unavailability or inoperability of the links, program web sites, technical malfunction, computer error, corruption or loss of information, or other injury, damage or disruption of any kind beyond the reasonable control of NASBIS. In no event will NASBIS be liable for any indirect, incidental, consequential, personal injury / wrongful death, special or exemplary damages, including but not limited to, loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or not NASBIS has been advised of the possibility thereof. NASBIS cumulative liability to affiliate, from all causes of action and all theories of liability, will be limited to and will not exceed the amounts paid to affiliate by NASBIS in commissions during the six (6) months immediately prior to such claim.
14. Governing Law & Miscellaneous
Affiliate shall be responsible for the payment of all attorneys’ fees and expenses incurred by NASBIS to enforce the terms of this Agreement.
This Agreement contains the entire agreement between NASBIS and Founder with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral.
Affiliate agrees that NASBIS shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether NASBIS “clicks through” or otherwise indicates its acceptance thereof.
Affiliate may not assign all or any part of this Agreement without NASBIS’ prior written consent. NASBIS may assign this Agreement at any time with notice to Founder.
This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3-6, 8, 12-14 and any accrued payment obligations shall survive the termination of this Agreement.
Except as set forth in the Modifications section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing or any delay in exercising any rights here-under shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
The Parties agree that, except as specifically provided to the contrary in this Agreement, any Grievance shall be resolved exclusively by Good Faith Arbitration. Since the parties acknowledge that significant aspects of performance of this Agreement will occur in the State of Georgia, even though the business activities of the Associate may occur anywhere authorized, provisions of this Agreement will be governed and construed under the laws of Georgia. If conflict or choice of law rules would choose a law of another jurisdiction, each party waives such rules and agrees the substantive law of Georgia shall nonetheless govern.
The parties agree that unless expressly provided to the contrary in this Agreement, the state and federal courts of Georgia shall have exclusive jurisdiction of any litigation between the parties and the Associate expressly submits to the jurisdiction and venue of the federal and state courts serving DeKalb County, Georgia with respect to any such litigation and/or arbitration.
By submitting an application to NASBIS Standard Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to NASBIS Standard Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such an individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.