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TERMS
This Agreement contains the complete terms and conditions that apply to your participation
as a member of Asian Baby Makers Program (the “Program”) operated by Sincom,
Inc. (hereinafter, “Company,” “we” or “us”). As used in this
Agreement, “you” or “your” means the applicant/participating member.
1. Enrollment in this Program.
To begin the enrollment process, you will submit a completed application through our
website http://www.AsianBabyMakers.com. We will evaluate your application in good faith
and will notify you of your acceptance or rejection. We will reject your application if we
determine that you have provided inaccurate or incomplete signup information, determine
that you are under 18 years of age (21 in some jurisdictions) or determine that your site
is unsuitable for the Program for any reason, including, but not limited to, if your site
incorporates images or content that is unlawful, defamatory, obscene, harassing or
otherwise objectionable, such as sites that facilitate illegal activity or promote
violence or promote or assist others in promoting copyright infringement (collectively,
“Content Restrictions”). Again, you must be at least eighteen (18) years of age
(or older if legal age of majority is more than 18) to participate in this Program.
2. Utilizing Links on Your Site.
As an affiliate website of COMPANY (“Affiliate Site”), you may use any form of
promotion you choose, consistent with the terms of this Agreement. You may use banner
advertisements, button links and/or text links to our site (the “Links”),
however, you cannot employ deceptive language or misleading URL's in the Links, and you
CANNOT MARKET BY SENDING UNSOLICITED BULK E-MAILS!!! (As used herein, UBE, or
“Spam” refers to the transmission of unsolicited bulk e-mails, i.e., not derived
from a verifiable opt-in program or sent absent a prior business relationship with the
recipient). Any activity by you or on your behalf that we determine or reasonably suspect
to be the result of an unsolicited bulk e-mail program will result in your immediate
termination from the Program and your forfeiting of monies otherwise due you hereunder.
Allowable promotional links may contain COMPANY's trade names, service marks, and/or logos
for display on your Affiliate Site. Subject to the terms and conditions hereof, you are
granted a limited, non-exclusive, non-transferable license to access and download such
Links and other designated promotional materials for placement on your Affiliate Site for
the sole and exclusive purpose of promoting websites owned, operated or controlled by
COMPANY. In utilizing the Links, you agree that you will cooperate fully with us in order
to establish and maintain such Link or Links. A Link may only be visually modified with
our consent.
3. Commissions.
50/50 Rev Share: We will pay you a commission equal up to 50% of all monies earned from a
subscribers membership. You will receive 50% of the initial sign up, then 50% of the
re-billing for the duration of the customers membership.
The Commission Rate is subject to change from time to time, upon e-mail notice to you and
commencing the 10-days following such notice. Note that a commission will only be paid if
the visitor to our site can be tracked by the system from the time of the Link to the time
of the sale. No commission will be paid if the visitor's payment to our site cannot be
tracked directly to your site by our system or if full payment for services is not made to
us by the customer. No commission will be paid for signups by you or anyone within your
organization.
4. Commission Payment.
Commissions due and owing to you under the Program will be paid to you directly by COMPANY
on a weekly basis for the prior week's activity.
5. NO PASSWORD SITES
We have the right to immediately, and without notice, terminate your participation in the
Program if we, in our sole and exclusive judgement, conclude that you use a illegal
PASSWORD SITE to advertise silvercash, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE
PROGRAM AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY.
6. Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks.
You grant us a non-exclusive license to utilize your names, titles and logos, trademarks
(collectively the “Affiliate Trademarks”), to advertise, market, promote and
publicize in any manner our rights hereunder. Notwithstanding anything herein to the
contrary, we shall not be required to so advertise, market, promote or publicize. You
hereby represent and warrant that you are the sole and exclusive owner of the Affiliate
Trademarks and have the right and power to grant to us the license to use same in the
manner contemplated herein, and such grant does not or will not (i) breach, conflict with
or constitute a default under any agreement or other instrument applicable to you or
binding upon you, or (ii) infringe upon any trademark, trade name, service mark,
copyright, or other proprietary right of any other person or entity. This license shall
terminate upon the effective date of the expiration or termination of this Agreement.
7. 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. You are not COMPANY's agent, and we shall
have no responsibility for the development, operation and maintenance of your site and for
all materials that appear on your site. You shall also be responsible for ensuring that
materials posted on your site do not violate or infringe upon any laws, including but not
limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for
example, copyrights, trademarks, privacy, or other personal or proprietary rights), and
ensuring that materials posted on your site are not libelous or otherwise illegal. You
must have express permission to use another party's copyrighted or other proprietary
material. We will not be responsible if you use another party's copyrighted or other
proprietary material in violation of the law. In addition to the foregoing, we will
immediately terminate your participation in the Program if we believe you have engaged in
any of the following:
- Unsolicited bulk e-mail, IRC postings, forged header mailings or any other form of
mailing, including but not limited to, newsgroups or AOL customers or otherwise violate
the anti-UBE policies of ISPs or state law;
- Provide inaccurate or incomplete information to COMPANY concerning your identity, bank
account, address or other required information;
- Attempt to cheat, defraud or mislead us in any way;
- Misrepresent to the public the terms and conditions or content of our sites or your
sites;
- Promote passwords, MP3, or Warez;
- Own or operate a website in connection with a person who is under 18 years of age.
8. Test Joins
AsianBabyMakers.com / Sincom does not pay for affiliate test joins. We have no problem
with you testing your account by joining yourself. But you must notify us by Email. Please
Email us the date and username you joined with, so we can cancel the join and payment. We
will not pay on a join we feel is a test join.
9. Term of the Agreements.
The term of this Agreement will begin upon our acceptance of your Affiliate 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 notice of
termination. Notice by e-mail, to your e-mail address on our records, is considered
sufficient notice for to terminate this Agreement. If this Agreement is terminated because
you have violated the terms of this Agreement you are not eligible to receive any
commissions payments, even for commissions earned prior to the date of termination. If
this Agreement is terminated for any other reason, you are only eligible to earn a
commission on sales occurring during the term of the Agreement, and commissions earned
through the date of termination will remain payable only if the related orders are not
canceled or returned. We reserve the right to withhold your final payment for a reasonable
time to ensure that the correct amount is paid.
10. Modification.
We may modify any of the terms and conditions contained in this Agreement, at any time and
in our sole discretion. Notice of any change by e-mail, to your address on our records, or
the posting on our site of a change notice of a new agreement, is considered sufficient
notice for notifying you of a modification to the terms and conditions of this Agreement.
Modifications may include, but are not limited to, changes in the scope of available
commission fees, commission schedules, payment procedures, and Affiliate Program rules.
All such modifications shall take effect 48 hours after we serve notice as provided above,
unless we indicate otherwise. If any modification is unacceptable to you, your only
recourse is to terminate this Agreement. Your continued participation in the Affiliate
Program, following our posting of a change notice or new agreement on our site, will
constitute binding acceptance of the change.
11. Relationship of Parties.
You and COMPANY 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. You are not an agent
of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in
violation of our terms of agreement.
12. 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 Affiliate
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 Affiliate Program will
not exceed the total commissions paid or payable to you under this Agreement.
13. Disclaimers.
We make no express or implied warranties or representations with respect to the Affiliate
Program or any COMPANY services or other items 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.
14. Representations and Warranties.
You hereby represent and warrant to us that 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; and that the execution, delivery and
performance by you of this Agreement are within your legal capacity and power; have been
duly authorized by all requisite action on your part; require the approval or consent of
no other persons; and neither violate nor constitute a default under the (i) provision of
any law, rule, regulation, order, judgment or decree to which you are subject or which is
binding upon you, or (ii) the terms of any other agreement, document or instrument
applicable to you or binding upon you. Should any law enforcement agency or internet
service provider provide COMPANY with notice that you have engaged in transmission of
unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in
violation of said service provider's terms of service, we reserve the right to cooperate
in any investigation relating to your activities including disclosure of your account
information in connection therewith.
15. Confidentiality.
We may disclose to you certain information as a result of your participation as part of
the Program, which information we consider to be confidential (herein referred to as
“Confidential Information”). For purpose of this Agreement, the term
"Confidential Information" shall include, but not be limited to, any
modifications to the terms and provisions of this Affiliate Program Agreement made
specifically for your site and not generally available to other members of the Affiliate
Program, website, business and financial information relating to COMPANY, customer and
vendor lists relating to COMPANY and any members of the Affiliate Program, other than you.
Confidential Information shall also include any information that we designate as
confidential during the term of this Agreement. You agree not to disclose any Confidential
Information and that such Confidential Information shall also include any information that
we designate as confidential during the term of this Agreement. You agree not to disclose
any Confidential Information and that such Confidential Information shall remain strictly
confidential and secret and shall not be utilized, directly or indirectly, by you for your
own business purposes or for any other purpose except and solely to the extent that any
such information is generally known or available to the public or if same is required by
law or legal process. Should you received a court notice, complaint or subpoena requesting
or seeking to compel disclosure of Confidential Information, you shall immediately inform
COMPANY and COMPANY shall have the right, and be given the opportunity, to obtain a
protective order to prevent disclosure of such Confidential Information. We make no
warranty, expressed or implied, with respect to any information delivered hereunder,
including implied warranties of merchantability, fitness for a particular purpose or
freedom from patent, trademark or copyright infringements, whether arising by law, custom
or conduct, or as to the accuracy or completeness of the information and we shall not have
any liability to you or to any other person resulting from your or such third person's use
of the information.
16. Indemnification.
You hereby agree to indemnify, defend and hold harmless COMPANY, its shareholders,
officers, directors, employees, agents, affiliates, successors and assigns, from and
against any and all claims, losses, liabilities, damages or expense (including attorneys'
fees and costs) of any nature whatsoever incurred or suffered by us (collectively the
“Losses”), in so far as such Losses (or actions in respect thereof) arise out of
or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks
infringes on the rights of any third party; (ii) the breach of any promise, covenant,
representation or warranty made by you herein; or (iii) or any claim related to your site.
Any additional questions or comments please contact Partners@AsianBabyMakers.com |
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