This Agreement contains the complete terms and conditions that apply to your participation as a member of mirc online (the “Program”).
As used in this Agreement, “you” or “your” means the applicant/participating member.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CLICKING ON THE “ACCEPT” BUTTOM AT THE END OF THIS DOUCMENT YOU ARE
AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY
INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGRREMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT
BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.
1. Enrollment in this Program. To begin the enrollment process, you will submit a completed Program Application through
our website www.mirc online.com. 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 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”). You must be at least eighteen (18) years of
age 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 (note: “per unique” commission program affiliates
may only use banners supplied by COMPANY). 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 SPAM
(As used herein, “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. The Program comes in two forms of commission payout:
(a) payout based on uniques and (b) payout based on signup and (c) based on commission of any 1 sale.
(a) Per Unique: We will pay you a commission equal to twenty cents ($.05) per unique; a valid click is registered as one (1)
unique. A unique in our program is a click at least 2 pages deep into our site.
Should you select this commission option, your sales rate must be better than 1:250 clicks. If your sales rate does
not meet that standard, you will be paid 10% commission, as described below. If you receive no sales during a weekly
accounting period, you will be paid one cent per click.
(b) Per Signup: We will pay you a commission equal to $15.00 per sign-up coming from your Links up to a maximum of 50
signups per pay period.
Sign-ups in excess of 50 per period shall receive a commission of $20.00 per sign-up over the 50 base.
(c) Commission: We will pay you 10% of whatever sales you refer to us. This is a one time commission and will be paid bi-weekly.
The Commission Rate is subject to change from time to time, upon e-mail notice to you and commencing the 30-days following
such notice. Net Income in a given monthly reporting period may be reduced for credit card chargebacks or credit backs
resulting from prior months’ activities. 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. Payments due and owing to you for a pay period of less than $50.00 will be rolled over into
subsequent payment periods until at least $50.00 is reached, at which time you will receive payment.
Payments will be sent via check(cheque) within and outside of Australia at our expense. You may elect to nominate an australian
bank account to be paid to weekly.
You must notify a mirc online representative 14 days prior to this date if you wish to change your account details.
5. 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.
6. 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. 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 mass e-mail solicitations, IRC postings or any other form of spamming, including but not limited to, newsgroups or AOL customers or otherwise violate the anti-spamming policies of COMPANY 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 16 years of age; or
- You operate from a foreign country for which COMPANY will not accept accounts, which include:
Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Cost Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea, Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan and Yugoslavia.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. Miscellaneous. Terminated accounts cannot later apply to the Program without our express written consent. This
Agreement will be governed by the laws of Aruba and the Dutch West Indies, 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 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.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. BY CLICKING ON THE “PROCEED” BUTTON AT THE END OF THIS AFFILIATE
PROGRAM AGREEMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE
AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.