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to the Terms of Use, please discontinue using the site
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Explosive-Cash-Flow.com AFFILIATE AGREEMENT This agreement contains
the terms and conditions that apply to you or your company's
(herein referred to as "Affiliate" or "you" ) participation as
an Affiliate in the "Explosive-Cash-Flow.com Affiliate Program"
(herein referred to as "The Program" or "Affiliate Program") and
to the establishment of links from your Web site to our Web
site, "explosive-cash-flow.com" (Explosive-Cash-Flow.com, herein
referred to as "ECF" or "we" or "us" ). BE ADVISED THAT UPON
YOUR ACCEPTANCE, THIS IS A LEGALLY BINDING AGREEMENT BY AND
BETWEEN YOU AND ECF. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO
NOT JOIN OUR AFFILIATE PROGRAM, AND THE APPLICATION PROCESS WILL
TERMINATE. YOU SHOULD CONSULT SUCH OF YOUR ADVISORS AS YOU
BELIEVE NECESSARY PRIOR TO MAKING A DECISION TO ACCEPT THIS
AGREEMENT. Enrollment Our enrollment process consists of one
step. You must complete the online registration form at
Clickbank.com, and agree to their terms of Agreement.
Notwithstanding your completion of the first step, we may reject
and/or later terminate your application if we determine (in our
sole discretion) that your site is unsuitable for the Affiliate
Program for any or no reason, including, but not limited to,
inclusion of content, or links to such material that is in any
way unlawful, harmful, threatening, harassing, defamatory,
obscene, violent or that: a. Violates copyrights, trademarks, or
any other intellectual property rights of ECF, David Finkel,
Maui Millionaires, Maui Mastermind or any other person or entity;
Promotion of Affiliation a. As an Affiliate Program member, we
will make available to you a variety of graphic and textual
links ("Links"), which, subject to the terms and conditions of
this Agreement, you may display wherever you want on your site.
The Links will serve to identify your site as a member of our
Affiliate Program and will establish a link from your site to
ours. b. You agree that you will cooperate fully with us in
order to establish and maintain such Links, and will not alter
Links or their content in any way, except as we may direct from
time to time. Each Link connecting users of your site to the
pertinent area of our site will in no way alter the look, feel
or functionality of our site. c. All ads placed on third party
ad systems will conform to the terms and conditions required by
that site. Any violation of such terms is deemed a violation on
your part alone. d. You agree to not offer our product at any
price other than that specifically stated on our web site.
Additionally, you will not make promises of discounts unless
permission has been expressly granted to you in writing by ECF.
e. You agree to not resell or facilitate the sale of our product
on any location other than our web site, http://www.explosive-cash-flow.com.
f. With the exclusion of that expressly designated for Affiliate
purposes, you agree to not use any intellectual property of ECF
for any reason unless permission has been granted in writing. g.
All ECF products and services are for those eighteen years of
age and older. Every reasonable effort should be made to focus
marketing to targets above eighteen years of age. h. You will
not use any materials provided to you by ECF in whole or in part
to promote any other web site or business in any medium. i. All
promotional materials provided to you by ECF are protected by US
Copyright and cannot be altered for any purpose without prior
written permission by ECF. j. You agree to not send email to
anyone who has not given you prior permission. (In accordance
with US Federal CAN-SPAM guidelines). Affiliate Identification
All Affiliates will be required, in order to allow ECF to track
each affiliate visitor and sale, to either: (i) display a
graphic or text provided by us indicating their affiliate
relationship to ECF for recognition in ECF systems; (ii) use the
URL or Link that specifies their affiliate account with ECF to
the ECF systems, which will have been provided to them by ECF.
Affiliates need not state to visitors on their site their
affiliate status or relationship with ECF. Our Responsibilities
We will be responsible for providing the information necessary
to allow you to make appropriate Links from your site to our
site. We will be responsible for: (i) processing every order
placed by a customer following a Link from your site in
accordance with our normal operating procedures; (ii) tracking
the volume and amount of sales from the Links on your site; and
(iii) providing information to you regarding sales statistics.
ECF is NOT responsible or liable to pay out on sales generated
from Affiliates where the customer has clicked through to a ECF
site and has either: (i) disabled our ability to track or
identify them as a unique visitor through their own means
(personal firewall, masking): (ii) have bookmarked the ECF site
for later reference after click through from the affiliate site,
deleted necessary history, cookies and/or offline files, and
then returned for a sale or any type of action that would
otherwise result in the Affiliate potentially earning
commissionable revenue, or disabled cookies prior to following a
Link from your site. ECF cannot be held liable for any inability
to track such users or customers for the purpose of affiliate
identification or tracking in the aforementioned situations i
and ii. Commission Determination Only ECF products that are: (i)
sold by ECF; (ii) purchased by users linking to the ECF site
from your site pursuant to a Link; (iii) shipped by ECF; and
(iv) for which ECF has received full payment will qualify for a
commission ("Qualifying Purchases"). No commissions will be paid
for product orders that are cancelled or returned, and such will
be deducted on a monthly basis. Commission will be paid for
qualifying sales as determined by
Clickbank.com Commissions can only be
tracked and processed if the unique link provided to the
Affiliate by ECF is used. Commission rates will be based on the
aggregate amount actually paid to ECF for Qualifying Purchases,
excluding amounts collected by us for sales taxes, duties,
shipping, handling, and similar charges, amounts due to credit
card fraud and bad debt, and credits for returned goods (such
calculation resulting in, "Net Sales"). All qualifying product
items available for sale on our site will be included in the
computation of Net Sales. Specific commission rates are
determined solely by ECF. ECF reserves the right to change the
commission rate without notification prior to the intended
change. These changes will not be retroactive in nature, unless
ECF and the Company have so agreed to in written statement and
such commission agreement. Policies/Pricing/Product Descriptions
All traffic must be directed to an approved ECF lead generation
page (email opt-in page) before purchasing. Any attempt to
circumvent the lead generation page will result in a forfeiture
of commission for such sales generated by the Affiliate.
Customers who buy ECF products or join the ECF mailing list
through the Affiliate Program will be deemed to be leads and
customers of ECF. ECF shall be the owner of all information or
data collected with respect to them. In addition, all of our
rules, policies, and operating procedures concerning customer
orders, customer service, privacy, and ECF 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 ECF products sold under the
Affiliate Program in accordance with our own pricing policies.
Prices and availability of ECF products may vary from time to
time, and the availability and price of any particular product
cannot be guaranteed. YOU MAY NOT PLACE INDIVIDUAL PRODUCT
PRICING OR LOGOS, IMAGES, OR DESCRIPTIONS RELATED TO PRODUCTS ON
YOUR SITE WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION.
Publicity You shall not create, publish, distribute, or permit
any written material that makes reference to us without first
submitting such material to us and receiving our written
consent. License a. WE GRANT YOU A NON-EXCLUSIVE,
NON-TRANSFERABLE, NON-SUBLICENSABLE, REVOCABLE RIGHT TO (i)
ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH
LINKS, TO USE THE ECF TRADEMARKS AND LOGOS AND SIMILAR
IDENTIFYING MATERIAL RELATING TO US BUT ONLY IN THE FORMS THAT
WE PROVIDE TO YOU (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR
THE SOLE PURPOSE OF LINKING YOUR SITE TO OUR SITE, WHERE YOUR
USERS CAN PURCHASE ECF PRODUCTS. YOU MAY NOT ALTER, MODIFY, OR
CHANGE THE LICENSED MATERIALS IN ANY WAY. WE RESERVE ALL OF OUR
RIGHTS IN THE LICENSED MATERIALS AND AGREE THAT ALL USES OF THE
LICENSED MATERIALS SHALL BE TO THE SOLE BENEFIT AND DISCRETION
OF ECF. b. You are only entitled to use the Licensed Materials
to the extent that you are a member in good standing of the
Affiliate Program. We may revoke your license at any time in our
sole discretion, by giving you written notice. If we give you
such notice, you must immediately discontinue all use of the
Licensed Materials. c. You agree not to use the Licensed
Materials in any manner that is disparaging or that otherwise
portrays us in a negative light. d. You grant to us a
non-exclusive license, for the term of this Agreement, to
utilize your names, titles, and logos, as the same may be
amended from time to time to advertise, market, promote, and
publicize in any manner our rights hereunder; provided, however,
that we shall not be required to so advertise, market, promote,
or publicize. Obligations Regarding Your Site a. You are solely
responsible for, and we have no liability for, the development,
operation, or maintenance of your site, or for any materials
contained on your site. b. You agree that your site will not, in
any way, copy or resemble the look and feel of our site, nor
will you create the impression that your site is our site or is
a part of our site, nor will you frame any page on the
explosive-cash-flow.com, or any ECF owned, site. c. You agree
that your site does not currently contain and will not contain
any content, or links to such material, that is in any way
unlawful, harmful, threatening, harassing, defamatory, obscene,
or violent as more fully set forth in Section 1. d. You also
agree and warrant that you are not in the business of publishing
and/or distributing materials involving wealth creation or other
advice for business owners and entrepreneurs related to how to
be more successful and that your site will not contain any
content from our site, except to the extent that materials are
obtained by you strictly in accordance with the provisions of
this Agreement and that after using our content and/or products
and/or affiliate program Links to generate goodwill and end-user
awareness for a period of two weeks or more you will not replace
our products with what in our opinion are confusingly similar
products offered or created either by or for you or by or for
third parties. You further agree that your domain name does not
and will not contain any form or similarity to explosive-cash-flow.com
Any such containment of this content without the express
written consent of ECF will result in, and without limiting any
of ECF's remedies or rights at law or equity, termination of
your Affiliate status and you agree to the prompt removal of any
such content from your site within 2 days. You agree not to deal
with any third party to exploit any of the ECF trademarks or
content for the purpose of causing your site to appear as a
search result or for any other reason. Terms of Agreement and
Termination The term of this Agreement will begin upon our
acceptance of your application and will end when terminated by
either party. Either you or ECF 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
commissions on sales occurring during the term, and commissions
earned through the date of termination will remain payable only
if the related Qualified Purchases are not cancelled or
returned. We may withhold your final payment for a reasonable
time to ensure that the correct amount is paid. Modifications We
may modify any of the terms and conditions contained in this
Agreement at any time in our sole discretion. Modifications may
include, but are not limited to, changes in the scope of
available commissions, commission payment 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.
Relationship of Parties You and ECF 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.
Disclaimers Notwithstanding anything in this agreement to the
contrary, NEITHER ECF NOR ITS SUPPLIERS MAKES ANY EXPRESS OR
IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
AFFILIATE PROGRAM OR TO ANY ECF PRODUCTS SOLD THROUGH THE
AFFILIATE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF
COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION,
NEITHER ECF NOR ITS SUPPLIERS MAKE ANY REPRESENTATION THAT THE
OPERATION OF THE ECF SITE WILL BE UNINTERRUPTED OR ERROR FREE,
AND NEITHER ECF NOR ITS SUPPLIERS WILL BE LIABLE FOR THE
CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Representations and
Warranties You represent and warrant to us that: you have the
right and authority to enter into this Agreement and perform
your obligations under the Agreement. Confidentiality You agree
that all customer information related to the ECF Affiliate
Program belongs to us including the "Licensed Materials". You
agree to protect as secret all ECF Affiliate Program customer
information and Affiliate Program business and sales information
related to us, you, or our suppliers (collectively,
"Information"), not to disclose Information to any third
parties, and not to use Information for any purpose other than
the purposes of this Agreement. You agree to protect Information
using methods at least as protective as those you use to protect
your own information of a confidential nature, but in no event,
using less than a standard of reasonable care. Limitation of
Liability NEITHER ECF NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY
DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN
CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU WAIVE ALL
RIGHTS TO ANY CLAIMS FOR ANY SUCH DAMAGES. FURTHER, THE
AGGREGATE LIABILITY OF ECF AND ITS SUPPLIERS WITH RESPECT TO
THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE
TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
Indemnification You agree to indemnify and hold harmless ECF and
its subsidiaries, and suppliers, and their directors, officers,
employees, and shareholders, against any and all claims,
actions, demands, liabilities, losses, damages, judgments,
settlements, costs, and expenses, including reasonable
attorneys' fees, ("Losses") insofar as such Losses, or actions
in respect of Losses, arise out of or are based on (i) any claim
that our use of Affiliate trademarks infringes on any trademark,
trade name, service mark, copyright, license, intellectual
property, or other proprietary right of any third party, (ii)
any misrepresentation of a representation or warranty or breach
of a covenant and agreement made by you, or (iii) any claim
related to your site, including, without limitation, claims
regarding content on your site. Uncontrollable Circumstances
ECF's performance under this Agreement shall be excused to the
extent that its performance is hindered, delayed or made
commercially impractical by causes beyond its reasonable
control. 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 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. Governing
Law This Agreement will be governed by the laws of the State of
West Virginia, without reference to rules governing choice of
law. Any action relating to this Agreement must be brought in
the federal or state courts located in Jefferson County, West
Virginia, and you irrevocably consent to the jurisdiction of
such courts. You may not assign this Agreement. 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 a provision or any other provision of
this Agreement.