CyberStrong ASP Help Desk Software
  Affiliate Program Agreement

Registration
Anyone with a Web site can register for this program. We reserve the right to reject your application if we determine (in our sole discretion) that your site is unsuitable. Unsuitable sites include those that promote sexually explicit materials, violence, discrimination of any type and illegal activities.

In the event we reject your application, you may reapply at any time. You should also be aware that acceptance of your application does not preclude us in the future from terminating this agreement for any reason at any time.

Links to Our Web Site
You may link your site to ours using a simple text link or a graphic that we provide. You must include as part of this link a unique identifying ID (hereafter referred to as Affiliate ID) which we will provide for accurate tracking, reporting and fee accruals. This special ID is automatically included in the URL we will generate for you when you sign up.

You must ensure that the link between your site and our site properly utilizes the Affiliate ID. You will earn referral fees only with respect to activity on our site occurring directly through this link; we will not be liable to you with respect to any failure by you to use this link, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

Spam Prohibition
You shall not send unsolicited commercial email ("spam") with a Link, our URL or any other reference to CyberStrong Internet Services, Inc. or its products or services referenced in the email. You also shall not force visitors to our site via any mechanism which acts as an automatic transport, such as "meta refresh" or "forced exit" scripts. This Agreement shall terminate immediately and automatically if you direct traffic to our site through the use of spam or any automatic transport mechanism or otherwise use a Link in an unauthorized fashion, and in such case all commissions earned shall be immediately and automatically forfeited.

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, Affiliates may not advertise in any way that effectively conceals or misrepresents their identity, their domain name or their return email address.

Mailings are acceptable only as long as the recipient is already a customer or subscriber to the Affiliate's services, and recipients must have the option to remove themselves from future mailings. Newsgroup postings are acceptable only in newsgroups that specifically welcome commercial messages; when in doubt, consult the newsgroup FAQ or moderators to be sure that such a message is acceptable in that newsgroup. Affiliates must also clearly represent themselves and their web sites as independent entities from CyberStrong Internet Services, Inc.

In any forum or media, Affiliates are expected to honor the advertising practices and restrictions that are commonly considered acceptable by its readers. Failure to honor this code of conduct can result in immediate termination of a Affiliate's account as well as forfeiture of commissions gained through such activity.

Order Processing
We will process orders placed by the customers who are linked to our site from yours using the Affiliate ID. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will process payments, and handle customer service. We will track sales made to these customers who purchase products by using these special links.

Referral Fees
We will pay you referral fees on all product sales which occur during the visit of a customer who has entered our site by clicking on a link which includes the Affiliate ID we provide to you. Any purchase made by that customer for 10 days will accrue a referral fee to your account. If the customer links to us through your site and then visits us at other times in the next 10 days, we still will pay a referral fee on all sales that occur for a 10-day period from that customer. We will only pay referral fees on such products after payment has been successfully processed.

You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement, or both.

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using the links on your site to access our site; (b) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (c) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

If you earn more than $600.00 in a calendar year, we are legally required to file a 1099 form with the IRS, naming you as a contractor who has received a taxable amount of income from our affiliation.

Referral Fee Schedule
You will earn referral fees based on all products purchased from us according to the referral fee schedule established by us. Referral fees will be based upon the actual selling price of any item. Sales will be net of returns, bad debts and credit card fraud.

We will pay 10% of the selling price of all products purchased from us during these buying sessions referred to us through your link to our site.

We reserve the right to change this referral fee amount at any time and at our sole discretion. Affiliates will receive an email message no less than 30 days prior to any such change.

We will pay you referral fees on a monthly basis. At the first of each month we will send your payment via PayPal, as long as the amount due to Affiliate is more than or equal to $50. If the amount due to Affiliate is less than $50, the amount will be carried forward to the next month.

Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of CyberStrong Internet Services, Inc. Accordingly, all CyberStrong software rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your descriptions.

Identifying Yourself as an Associate
You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

Limited License
We grant you a nonexclusive, revocable right to use the graphic images, text, logos, product descriptions and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a CyberStrong affiliate participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

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. For example, you will be solely responsible for the technical operation of your site and all related equipment; creating and posting product descriptions on your site and linking those descriptions to our site; the accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); ensuring that materials posted on your site are not libelous or otherwise illegal.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

Term of the Agreement
The term of this Agreement will begin upon our acceptance of your 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 written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all CyberStrong logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with CyberStrong. You are eligible to earn referral fees only on our sales of qualifying products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. If you earn more than $600.00 in a calendar year, we are legally required to file a 1099 form with the IRS, naming you as a contractor who has received a taxable amount of income from our affiliation.

Modification
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 our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties
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.

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, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products 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.

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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Virginia, 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 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.

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