Freedom V™ Online Affiliate Program
This Agreement contains the complete terms and conditions which you (the “Affiliate”) agree to be bound by as a participant in Freedom V™ -Online’s affiliate program (the “Program”) and which shall apply once your application to participate in the Program has been accepted by Strip System Productions, LLC, the owner and operator of this Affiliate Program.
1. INTRODUCTION
1.01 Strip System Productions, LLC is the sole and exclusive owner of all right, title and interest including all intellectual property rights in and to the contents, logos, style, design, look and feel, concepts, business models, text, video, audio, graphics, photographs, trade names, trademarks and all other intellectual property rights to our website, the marketing materials relating to our Affiliate Program, and the product that we sell, the latter referred to as the “Program Product.”
The Freedom V™ victory dancer logo, tag line and step-by step framework (referred to herein as “Financial Freedom for Exotic Dancers Framework™”) are trademarks and/or servicemarks of Strip System Productions, LLC and may not be used, reproduced or otherwise duplicated, without the express written permission of Strip System Productions, LLC. All rights worldwide are reserved.
1.02 Strip System Productions, LLC intends to sell and distribute the Program Product electronically using, in part, third party affiliates who will establish links to our website where the Program will be offered for sale.
2. PARTICIPATION & REPRESENTATION
2.01 Strip System Productions, LLC hereby grants to the Affiliate the non-exclusive and revocable right to market and advertise the Program and to establish links to our website, the whole in accordance with this Agreement.
2.02 The Affiliate shall diligently and continuously market and advertise the Program through the Internet and shall develop, operate and maintain links from its site to our website at its sole cost and expense.
2.03 The Affiliate represents and warrants to Strip System Productions, LLC that this Agreement has been duly and validly executed and constitutes and shall continue to constitute a legal obligation, enforceable in accordance with its terms.
3. AFFILIATE SALES COMMISSIONS
3.01 If, as a result of a direct advertising effort of the Affiliate, a referred customer of the Affiliate orders and pays for the Program sold by Strip System Productions, LLC while a duly enrolled Affiliate member in good standing, Strip System Productions, LLC shall pay the Affiliate a sales commission of 45% of the price paid by the consumer for the Program Product.
The commission is based upon the paid selling price of the purchased Program before tax and excluding returns (“Sales Commission”).
3.02 The Affiliate shall be responsible for all taxes and other similar levies applicable to the Sales Commission pursuant to any law or regulation. The Affiliate shall report the Sales Commission to its taxation authorities as required by law.
3.03 Strip System Productions, LLC shall post and maintain, on a current basis, a designated password-protected Web page for each Affiliate showing the Affiliate’s participation in the Program including number of potential customers referred by it and an estimate of the Sales Commission owing to it. Strip System Productions, LLC shall, on or about the 15th of each month, mail or otherwise transmit the Sales Commission representing the amount payable for the sales completed in the previous month. Strip System Productions, LLC reserves the right to delay sending payment for one month, in exceptional cases up to three months, to prevent suspected cases of affiliate fraud. Affiliates may receive the Sales Commission in either US funds only. The Affiliate must have earned at least 100 dollars and have 100 dollars in their account before a payment may be requested and issued. If an Affiliate maintains a balance of less than 50 dollars of Sales Commission in a period of 12 consecutive months without asking for payment during that time, the Sales Commission shall be forfeited. Sales Commission overpayment may be deducted from future payments or shall be reimbursed by the Affiliate.
4. AFFILIATE SITES AND PROMOTION METHODS
4.01 The Affiliate shall be solely responsible for all materials that appear on its site. It shall strictly adhere to all applicable laws and regulations in conducting its business and more specifically in marketing and advertising the Program. Without restricting the generality of the foregoing, the Affiliate shall not violate the intellectual property rights of others nor send unsolicited e-mail and shall not send e-mail or any other communication to a recipient if the recipient has requested that it discontinue such communication, nor shall it send or display on its Web site any material that may be considered to be harassing, libelous, defamatory, indecent, intolerant, obscene or pornographic, threatening, abusive or hateful, or offering illegal content of any nature, nor shall the Affiliate do anything that may be considered (by Strip System Productions, LLC in its sole judgment) as detrimental to Strip System Productions, LLC’s reputation.
4.02 Strip System Productions, LLC shall have the right, but not the obligation, to pre-approve the graphics and logos used on any website which is linked to its site. If the Affiliate specifies a price point for the Program in its marketing and advertising, it shall ensure that it is updated regularly to reflect all price changes.
4.03 Strip System Productions, LLC shall have the right to monitor the Affiliate’s web site at any time and from time to time to determine if it is in compliance with the terms and conditions on this Agreement. Affiliates in violation of this Agreement will be terminated without prior notice and their earnings forfeited.
4.04 The Affiliate hereby gives permission to Strip System Productions, LLC to an Affiliate Report containing news and other information designed to benefit the Affiliate community as a whole, to the Affiliate as a condition of membership in the Affiliate Program. The Affiliate may unsubscribe from the Affiliate Report at his sole option by terminating this Agreement at any time.
4.05 The Affiliate agrees not to use any predatory advertising methods designed to generate traffic from sites that they have not contracted with in the online promotion of Strip System Productions, LLC’s Program or affiliate program. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner’s, knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing browser plugins, banner replacement technology, and browser spawning technology that is not web site dependent. Violation of this condition or any other term and condition of this Agreement will result in the member being terminated and all earnings forfeited.
5. ORDER PROCESSING
5.01 Strip System Productions, LLC shall establish the procedures of selling the Program including, without limitation, the placement of orders, pricing, payment terms, processing, delivery, and returns. Without restricting the generality of the foregoing, Strip System Productions, LLC shall have the right to cancel, suspend or delay any order for the Program, including the right to discontinue to sell the Affiliate Program at any time with no prior notice being given.
6. LICENSES AND GOODWILL PRESERVATION
6.01 Strip System Productions, LLC shall have the right, but not the obligation, to approve, in its sole and absolute discretion and with due regard to the protection and preservation of the goodwill of the Program any promotional, advertising or marketing item used by the Affiliate. The Affiliate shall make all deletions and modifications suggested by Strip System Productions, LLC on any site where the Program is mentioned.
6.02 The Affiliate shall acknowledge and clearly identify and respect that all proprietary information, intellectual property, trademarks, copyrights and all other similar rights in and arising out of the Program are, and shall continue to be, the exclusive property of Strip System Productions, LLC. In the event the Affiliate learns of any claim or allegation that the Program infringes upon or violates any intellectual property or proprietary rights of a third party, or contains any unlawful, libelous, or untrue statement, it shall immediately notify Strip System Productions, LLC so as to enable Strip System Productions, LLC to defend, settle or otherwise resolve the claim or allegation in a manner that Strip System Productions, LLC deems appropriate in its sole discretion.
6.03 Customers who purchase the Program Product shall be deemed to be customers of Strip System Productions, LLC, and the Affiliate shall refer all Program Product questions, requests or queries to Strip System Productions, LLC. Strip System Productions, LLC shall have the right to utilize the Affiliate’s name and logo to advertise, market, promote and publicize in any manner the Program.
6.04 The Affiliate shall not make or give to a customer or a potential customer any warranty, representation or other statement concerning the Program without first obtaining the written consent of Strip System Productions, LLC.
7. RELATIONSHIP OF PARTIES
7.01 Both parties are independent contractors as to each other. Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Affiliate shall not sign any document in the name of or on behalf of Strip System Productions, LLC nor shall it hold itself out as being an agent of Strip System Productions, LLC or as having apparent authority to contract for or bind Strip System Productions, LLC.
8. LIMITATION OF LIABILITY
8.01 In no event shall Strip System Productions, LLC be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Agreement or the Program, whether or not such party has been advised of the possibility of such damages. Strip System Productions, LLC shall not be liable for any damages if, for any reason whatsoever, its web site fails or is non-operational for any reason whatsoever. There is no promise or guarantee that the website will be operational 100% of the time.
9. TERM OF THE AGREEMENT
9.01 In the event that the Affiliate materially breaches any of the terms or conditions set forth in this Agreement it shall automatically forfeit the Sales Commission then receivable or receivable at any time in the future. Strip System Productions, LLC shall, in addition, have the right to terminate this Agreement and shall retain all other rights and remedies available to it at law or in equity.
9.02 Strip System Productions, LLC shall have the right but not the obligation to terminate this Agreement with an Affiliate who does not maintain a valid email address with Strip System Productions, LLC. Strip System Productions, LLC shall have the right but not the obligation to terminate this Agreement if the Affiliate produces no valid sales for a period of 90 consecutive days. The Affiliate shall have the right to terminate this Agreement at any time upon written notice to Strip System Productions, LLC.
9.03 As soon as notice of termination of this Agreement is given or upon termination as herein provided, the Affiliate shall immediately cease its marketing and advertising of the Program and shall forthwith eliminate all mention and references to the Program and all links to Strip System Productions, LLC. Pending the completion of the foregoing, Strip System Productions, LLC may hold in abeyance the Sales Commission.
10. MODIFICATION AND APPLICATION OF AGREEMENT
10.01 Strip System Productions, LLC may modify any of the terms and conditions contained in this Agreement (including the Affiliate Compensation Schedule), at any time and in its sole discretion, by posting a change notice or a new agreement on its Web site. If any modification to this Agreement is not acceptable to the Affiliate, its only recourse is to terminate this Agreement. The Affiliate’s continued participation in the Program following the said posting of a change notice or new agreement shall constitute binding acceptance by the Affiliate of the change.
10.02 If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.
10.03 The Affiliate shall not assign, transfer or convey this Agreement or any part thereof to any other party without Strip System Productions, LLC’s consent which shall not be unreasonably refused.
10.04 This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors and assigns.
10.05 This Agreement represents the entire agreement between the parties and supersedes all prior negotiations, agreements and understandings, if any.
11. INDEPENDENT INVESTIGATION
11.01 The Affiliate acknowledges that it has reviewed this Agreement and agrees to all its terms and conditions. The Affiliate understands that Strip System Productions, LLC may at any time 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 the Affiliate’s Web site. The Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.
12. MISCELLANEOUS PROVISIONS
12.01 Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa.
12.02 The insertion of headings and the division of this Agreement into Articles and Sections are for convenience reference only and are not to affect its interpretation.
12.03 Each of the parties hereto covenants and agrees that it shall execute and deliver such additional agreements and documents and do such acts and things as may be reasonably necessary fully and effectually to carry out the intent and purpose of this Agreement.
12.04 Time shall be of essence of this Agreement.
12.05 All notices, requests and other communications shall be deemed to have been received when posted by Strip System Productions, LLC on its Web site. It shall also be deemed to have been received on the next business day if transmitted by fax, email or any other form of electronic mail to the last known electronic address of the intended recipient.
12.06 This agreement will be governed by and construed in accordance with the laws of Colorado Country, Texas. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Columbus, Texas, United States of America, excluding any choice of law or conflict of law provisions.
12.07 If any provision of this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of the agreement, which will continue in full force and effect.
