Unless the context requires otherwise, The Motivational and Inspirational Corner, Inc. shall be referred to as "us, we or our" and you shall be referred to as "you, your, affiliate or affiliates."
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The term of this Agreement will begin upon our acceptance of your Affiliate 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. You are only eligible to earn referral fees on sales occurring during the term.
2) Modification Of The Agreement:
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 this site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Affiliate Program rules.
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.
3) 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 referral fees paid or payable to you under this Agreement.
4) 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 Affiliate Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
5) Referral Commissions and Payments Procedures:
The amount of referral commissions due to affiliates will be as follows:
For a sale, which we make as a result of a direct referral by an affiliate, that affiliate will generally receive a commission fee of 35% of the selling price of the service or product sold. This is known as a first-tier referral commission.
For such a sale as described in the previous paragraph, if the affiliate who made the direct referral is a sub-affiliate of another affiliate, the second affiliate will generally be eligible for a commission fee of 5% of the selling price of the service or product sold. This is known as a second-tier referral commission.
On certain services or products we may pay higher or lower fixed commission fees, solely at our discretion and with no prior notice.
A commission will only be credited to an affiliate after the customer has made full payment to us. If a customer later requests a refund or a charge back is issued by the credit card holder whose credit card was used to pay for that customer's account, any commissions that were credited to both first tier and second tier affiliates will be deducted from the next monthly payment. If there is no next monthly payment, the affiliate will be billed and hereby agrees to be bound by law to reimburse us in full for any such commissions.
Payments will be issued via check only, made payable to the affiliate in the name the affiliate submits in his or her online registration, and mailed to the mailing address provided by the affiliate.
v Affiliates must have accumulated commissions of at least $100 for a given payment period before a check will be issued. If commissions are less than $100 for a given month, the commissions will be held over till the next month. This will continue until the commissions accumulate to more than $100.
We reserve the right to withhold any payments until you have furnished to us a properly executed W-9 form as prescribed by the Internal Revenue Service.
6) Tracking of Sales: We are solely responsible for tracking sales using special software that communicates with the specially encoded URLs assigned to affiliates. We will endeavor to do our best to ensure accurate tracking of referrals made by affiliates.
Affiliates will themselves be solely responsible for ensuring that these special URLs are formatted properly, a necessary prerequisite to accurate tracking of referral sales. Notwithstanding the above statement of responsibility by us to track sales, affiliates hereby acknowledge and accept that the tracking system employed by us is not 100% fail-safe and that there may on occasion be instances of referral sales made that are not credited to an affiliate for any number of possible reasons, some of which might be:
- Failure by the affiliate to use the proper format of the specially assigned URL in promotions, web page links, banner ads, and so on;
- Deliberate or accidental actions by customers to circumvent an affiliate's special URL so that our software is unable to accurately track that sale; bugs, glitches or crashes of the tracking software that render it unable to accurately track sales for a period of time;
- Acts of a nature that cause irretrievable data loss on the computers and back-up disk media that store the commission information.
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.
You hereby agree that we do not guarantee or predict any type of profit or response under our Affiliate Program. You also hereby agree to hold us harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which may arise out of or relating in any way to the use of the services provided under this Agreement, including, without limitation, in each case attorneys' fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.
8) Terms of Service:
We agree to pay you certain commissions as described herein for referral sales made by customers.
We may terminate your account:
- if you violate our Terms of Service policy;
- promote our products in a manner that is unethical or inappropriate; or
- for any other reason, in our sole discretion.
- to use our system in a manner that is ethical and in conformity with community standards;
- to respect the privacy of other users (you shall not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another user unless explicitly authorized to do so by that user);
- to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property,
- and to accept commercial emails from us.
Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances.
YOUR SERVICE WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD YOU USE OUR SYSTEM AS PART OF ANY BULK EMAIL CAMPAIGN. You may also be subject to fines and legal actions as a result of said bulk email promotion
9) W-9 Form for U.S. Residents and Companies: We are required by the Internal Revenue Service to have a form W-9 on file before paying any United States-based affiliate members. We ask that all affiliates complete and mail or fax this form to us a soon as possible and reserve the right to delay affiliate payments until this document is received.
In order to make this more convenient for you, we have provided an on-line version of the IRS form so that you may obtain it here. Please follow the instructions below to download and complete the W-9 form.
- The W-9 form has been saved in portable document format (PDF). In order to view the document you will need the Adobe Acrobat Reader.
- Download the W-9 form and open it with the Acrobat Reader.
- Print a hard copy and complete the form. Please fill in your Federal Tax Identification Number, name and address, and state specifically whether you are a Corporation, Individual, LLC, LLP, Not-for-Profit, Partnership, S-Corporation, Sole Proprietor or Other. Be sure that your identification number and name coincide. If you are using a Social Security Number as your Tax Identification Number, then we need your name, not your company name.
- Please include "The Motivational and Inspirational Corner, Inc." along with your affiliate number in the form section called "Requester's name and address".
The Motivational and Inspirational Corner, Inc.
PO Box 187
Conroe, Texas 77305-0187
If you have any questions regarding the W-9 form please e-mail Power Performance Affiliate Support.
10) Miscellaneous: You understand that we do not guarantee or predict any type of profit or response regarding the Affiliate Program.
The laws of the United States and the State of Texas will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Montgomery County, Texas and you irrevocably consent to the jurisdiction of such courts.
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.
11) Change of Terms and Conditions:
We reserve the right to change the terms and conditions of this Agreement as needed. Use of our servers by you after said changes constitutes acceptance of those new terms and conditions. If you do not agree to the new terms and conditions, you may terminate this Agreement in accordance with the terms of this Agreement.
12) Notification of Account Changes:
You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number or billing information changes.
13) General Provisions:
The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions. If any portion of this Agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this Agreement shall remain in force.
This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all of our prior agreements, representations, and understandings. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
This Agreement may be executed in one or more counterparts. Each shall be deemed an original, but all of which together shall constitute one and the same instrument.
v If an organization is the subscriber, the individual signing up for our services represents that he or she is duly authorized to enter into this Agreement on behalf of that organization.
In the event of a dispute, the parties agree to submit the matter to the Community Dispute Resolution Service or any recognized Arbitration Board located within Montgomery County, Texas, before instituting litigation.
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