AFFILIATE PROGRAM TERMS
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You are entering into an Agreement with Creative Business Technologies Corporation and its eFitnessTracker product.
1) Term of the Agreements: The term of this Agreement will be made effective on date of sign up, by and between Creative Business Technologies Corporation, a Pennsylvania corporation, (CBT), and said Affiliate Company signing up (AC), and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. 2) Private Labeling: CBT can provide AC with a customized site based on AC's layout and colors, including URL addresses and appropriate graphics, (Materials) with which AC can create a private labeled version of eFitnessTracker. CBT grants AC a non-exclusive limited license solely to reproduce and use these Materials, including CBT's trademarks to the extent they are incorporated into these Materials, only while AC is an Affiliate and only in accordance with the terms and conditions of this Agreement. AC agrees to display the Materials appropriately on AC's Web site and to respect CBT's trademarks, service marks, and other rights in the Materials. AC will use reasonable efforts to update to new versions of Materials as we make them available. 3) Paying Commissions: For a sale of credits which CBT makes as a result of a direct sale by AC, AC will receive a 25% commission fee of the gross price and 5% commission from affiliate net sales of those affiliates signed up through AC. Reporting periods shall be measured monthly. If a customer later requests a refund or a chargeback 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. Commissions for revenue actually collected will be paid by CBT on or before the fifteenth day of each month for all payments received for Products sold and licenses granted pursuant to this Agreement during the prior month. Commissions will be made in U.S. dollars by check, wire transfer, or PayPal transfer. Any late payments will accrue interest at 8% per annum until paid. As an independent contractor, you will be solely and entirely responsible for any and all taxes and/or other fees or obligations associated with the receipt of your payment under this Agreement. 4) Tracking: CBT will be solely responsible for tracking sales. CBT will endeavor to do its best to ensure that tracking of referrals made by affiliates is accurate, and Affiliates will themselves be solely responsible for ensuring that the special URLs used are formatted properly, a necessary prerequisite to accurate tracking of referral. AC hereby acknowledges and accept that the tracking system employed by CBT 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 of the following possible reasons: 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 CBT's 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 nature that cause irretrievable data loss on the computers and back-up disk media that store the commission information. As such, affiliates will not hold CBT liable to compensate for any claimed commissions that were not tracked and recorded by the tracking software. For private labeling, all subscriptions, services, and products sold are specific to the private labeled site and tracking is 100% accurate since there are no links. 5) Responsibility for AC Site: AC will be solely responsible for the development, operation, and maintenance of AC's site and for all materials that appear on AC's site. For example, you will be solely responsible for: The technical operation of your site and all related equipment. 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. 6) Relationship of Parties: CBT and AC are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. AC will have no authority to make or accept any offers or representations on our behalf. AC will not make any statement, whether on AC's site or otherwise, that reasonably would contradict anything in this Section. Reports of Sales Upon acceptance into our program, AC will receive a URL & password to access AC's own private administration area where AC can monitor AC's statistics on a 24/7 basis, pick up links & banners and take advantage of CBT's complete Affiliate Training and Resource Center. 7) Enrollment in the Program: To begin the enrollment process, AC will submit an application via our site. CBT will evaluate your application in good faith and will notify AC of your acceptance or rejection. CBT may reject your application if we determine (at our sole discretion) that AC's site is unsuitable for the Program. AC's site should: If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. 8) Modification: CBT 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 Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RACOURSE 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. 9) 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 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 Program will not exceed the total referral fees paid or payable to you under to this Agreement. 10) 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 (DIRACTLY OR INDIRACTLY) 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. 11) Indemnification: You will indemnify CBT and hold it harmless from any loss, claim or damage to persons or property, arising out of this Agreement to the extent that such loss, claim or damage is caused by the negligence or intentional acts of you or your violation of any Intellectual Property Rights or from your breach of any term of this Agreement. This indemnity survives any termination of this Agreement. 12) Arbitration: Any legal controversy or legal claim arising out of or relating to this Agreement shall be settled by binding arbitration before the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Pennsylvania, as the parties to this Agreement agree to be governed by the laws of Pennsylvania. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Pennsylvania necessary to protect the rights or property of party pending the completion of arbitration. The prevailing party from arbitration shall be entitled to reasonable attorney's fees, which shall be set forth by the arbitrator(s). Judgment upon the award rendered may be entered in any court in the state of Pennsylvania with jurisdiction. The decision of the arbitrator shall be final and binding on the parties. The parties shall bear equally all fees, costs and expenses of the arbitration, and each party shall bear its own legal expenses, attorneys fees, and costs of all experts and witnesses, provided, however, the arbitration panel may apportion between the parties, as said arbitrator may deem equitable, the cost incurred by either party. Should either party file an action contrary to this provision, the other party may recover attorneys' fees and costs up to one thousand ($1000) dollars. 13) Miscellaneous: This Agreement will be governed by the laws of the United States and the State of Pennsylvania, 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 Austin, Pennsylvania, 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. 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