| AFFILIATE OPERATING AGREEMENT |
| This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the
Unlock-Apple-iPhone.com Affiliate Program where you place links from your Website to the
Unlock-Apple-iPhone.com website.
By clicking on the JOIN NOW button you are stating that you have read and understood the terms of the Affiliate Program herein, and agree to be legally bound by the terms. 1. Enrolment in the Program To begin the enrolment process, you will submit a completed Affiliate Program registration form from this website. We will evaluate your website and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for our Affiliate Program for any reason including, but not limited to, violence promoted at your site, sexually explicit materials, discrimination based on race, sex, religion, nationally, disability, age, sexual orientation, promote illegal activities, or incorporates materials that infringe or assist others to infringe on copyright, trademark or other intellectual property rights. If we reject your application, you may reapply to our Affiliate Program at any time. Also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for our Affiliate Program, we may terminate this Agreement. 2. Links on Your Site You will receive the link code to our site immediately, giving you the opportunity to start without waiting our approval of your site. 3. Order Processing and Reporting Services contracted and products purchased by customers who follow links from your site to our site will be processed and tracked. We are responsible for order processing and fulfilment including, but not limited to, processing payments, returns and handling customer service. Sales initiated by customers tracked from your site to our site will be recorded in sales reports available to you via a monthly email report. 4. Commission Amount The Commission Amount is as per Schedule for each new client. The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Amount. 5. Commission Payment Commissions will be paid on a monthly basis, approximately 30 days following the end of each calendar month. A PayPal payment or Wire Transfer will be send for the commissions earned on our services and sales. Wire Transferring Costs will be deducted from your account. No costs are deducted from PayPal payments except those costs charged by PayPal themselves. If the commissions total less then $100 for that month we will hold those commissions to be paid the following month, only if those commission reach a total of $100 or more. Net Sales will be reduced for amounts due to credit card fraud, bad debts, cancellations and credits. A commission will only be paid if the visitor to our site is tracked by the system from the time of the link to the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system. 6. Unsolicited Email or Spamming Unlock-Apple-iPhone.com does not condone the use of unsolicited or spam email and participants in Unlock-Apple-iPhone.com Affiliate Program reported to us for involvement in such activities will have their membership terminated and forfeit the balance of their account immediately. 7. Policies and Pricing Customers who buy products and services through our Affiliate Program will be deemed to be customers of Unlock-Apple-iPhone.com. Accordingly, all Unlock-Apple-iPhone.com rules, policies, and operating procedures concerning 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 and services sold under our Affiliate Program in accordance with our own pricing policies. 8. Limited License We grant you a non-exclusive, revocable right to use the graphic image and text (including PPC advertising materials provided) and such other images for which we grant express permission, solely for the purpose of identifying your site as a Unlock-Apple-iPhone.com Affiliate Program participant and to assist in generating product and service 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, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice. 9. 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 hereby represent and warrant to us 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), and that materials posted on your site are not libellous 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. 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. 10. Term of the Agreement The term of this Agreement will begin upon our acceptance of your Unlock-Apple-iPhone.com Affiliate Program registration 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. Notice by e-mail, to your address on our records, is considered sufficient notice to terminate this Agreement. 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 banners and Unlock-Apple-iPhone.com trademarks, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with our Affiliate Program. You are only eligible to earn referral fees on sales of our services and products (as per schedule) occurring during the term, and commissions earned through the date of termination will remain payable only if the related services are completed and paid in full. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 11. 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 Website or by e-mail to your address in our records. Modifications may include, but not limited to, changes in the scope of available commission fees, commission 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 our Affiliate Program, following our posting of a change notice or new agreement on our Website, will constitute binding acceptance of the change. 12. Relationship of Parties You and Unlock-Apple-iPhone.com 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 Website or otherwise, that reasonably would contradict anything in this Section. 13. 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 our 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 our Affiliate Program will not exceed the total referral fees paid or payable to you under this Agreement. 14. Disclaimers We make no express or implied warranties or representations with respect to our Affiliate Program or any products sold through our Affiliate Program (including, without limitation, warranties of fitness, merchantability, no 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. 15. Indemnification. You hereby agree to indemnify, defend and hold harmless Unlock-Apple-iPhone.com, its members, managers, shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (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, are related to, or are based on (i) any claim or threatened claim that our use of the Affiliate Program Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site. 16. Severability If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 17. Miscellaneous These Terms and Conditions shall be governed by, construed and enforced in accordance with the laws of the State of California, as it is applied to agreements entered into and to be performed entirely within such State. Any action you, any third party or Unlock-Apple-iPhone.com brings to enforce these Terms and Conditions or, in connection with, any matters related to this site shall be brought only in either the State or Federal Courts located in San Diego County, CA, and you expressly consent to the jurisdiction of said 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, work 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. 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 WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. 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. |
