Affiliate AgreementThis Affiliate Agreement (the "Agreement") contains
the complete terms and conditions which govern your participation in the
TBhost.com Affiliate Program ("TBR") or TBhost.com Affiliate Program. As
used in this Agreement, "TBhost.com" means Timberbrook Publishing, Inc., and
"Affiliate", "you" or "your" means you. By clicking on the "I ACCEPT" button
on the affiliate agreement page, you acknowledge that you have read the
Agreement, you are able to enter into a legally binding contract, and you
agree to its terms and conditions and all policies posted on the TBhost.com
Site. As referred to in this Agreement, "Site" refers to a World Wide Web
site and "TBhost.com Site" refers to the Site located at the URL:
www.TBhost.com, or any other successor Site owned or maintained by
Timberbrook Publishing, Inc.
1. Enrollment in the TBR
To enroll as a participant in the TBR, simply complete the Affiliate
Application. Timberbrook Publishing, Inc, in its sole discretion, may reject
your application. If accepted, Timberbrook Publsihing, Inc. may design,
create and host a Site for you ("Affiliate Site") You agree that you will
not alter or modify the Affiliate Site in any way.
Affiliate agrees that it shall not post any links, banner advertisements,
or other content of a competitor of TBhost.com on the Affiliate Site.
Affiliate further agrees that the relationship of Affiliate to Timberbrook
Publishing, Inc. is non-exclusive, and Timberbrook Publishing, Inc. shall
not be restricted in any way from entering into Affiliate arrangements with
other third parties.
Affiliate may not:
(i) use or display any hypertext link on the Affiliate Site which links
to a website that contains any content that ;
(ii) post any content on the Affiliate Site that ;
(iii) use any offline or online marketing materials, e-mail addresses, or
Resseller Site to transmit any material that:
· violates any state, federal or foreign laws or regulations;
· infringes on any intellectual property rights (e.g., copyright,
trademark, trade secret, patent or other proprietary rights) of Timberbrook
Publishing, Inc. or of any third party;
· is defamatory, misleading, obscene, or otherwise potentially damaging
to the reputation of Timberbrook Publishing, Inc., or the goodwill
associated with any of Timberbrook Publishing, Inc's. trademarks, service
marks, trade names or other indicia of source ("Timberbrook Marks");
· is threatening or harassing;
· is discriminatory based on gender, race, religion, ethnic origin or
age, or promotes hate or violence against any individual or group;
· violates any Timberbrook Publishing, Inc. policy posted on any
Timberbrook Publishing, Inc. Site;
· contains viruses or other computer programs which may result in damage
to Timberbrook Publishing, Inc. or to any third party; or misrepresents
Timberbrook Publishing, Inc. or misleads potential customers regarding the
Services.
Any violation of these provisions will be grounds for immediate
termination of this Agreement, with or without notice, at Timberbrook
Publishing, Inc's sole discretion.
2. COMMISSION AND PAYMENTS
a. Levels. TBhost.com has a Two (2) Tier Affiliate System The tiers are
defined as follows. First Tier Commissions: A TBhost.com Affiliate qualifies
for a first tier commission when a new customer is referred to the
TBhost.com Site through links leading to the TBhost.com Site from any
website, advertisement, recommendation, or other refferal originating from
the Affiliate and places an order within 30 days of his last visit
originating from Affiliate. The commission is earned when TBhost.com
Actually receives payment from the customer for Web Site Hosting Services.
Second Tier Commissions: A TBhost.com Affiliate qualifies for a second tier
commission when a new customer is referred to the TBhost.com site through
links leading to the TBhost.com Site from any website, advertisement,
recommendation, or other referral originating from a Affiliate that signed
up for the TBhost.com Affiliate program and was referred by the Affiliate
through the Affiliate program sign up form on the TBhost.com Site or
Affiliate site.
b. Commissions. TBhost.com will pay a commission to Affiliate for each
paid subscription of the services offered by Tbhost.com (the "Service") by
an end user (“Subscriber”), which results from such end user's click-through
from the Affiliate Site to the TBhost.com Site ("Qualified Subscription").
The commission paid to Affiliate will differ according to the “Tier” that
the Affiliate belongs to relative to the sale. A First Tier Affiliate will
receive an amount equal to Fifteen percent (15%) of the applicable hosting
fees paid to Tbhost.com by the Subscriber for virtual Hosting services
("Commission"). A Second Tier Affiliate will receive an amount equal to five
percent (5%) of the applicable hosting fees paid to Tbhost.com by the
Subscriber for virtual hosting services. The amount of any Commission paid
to Affiliate may change from time to time upon notice from TBhost.com.
No Affiliate can claim itself or any entity in which it holds a
majority-ownership or controlling interest as a Subscriber under any
TBhost.com Program. No TBR Manager can claim itself or any entity in which
it holds a majority-ownership or controlling interest as a Affiliate under
any TBhost.com program. Any person or entity that does so:
(i) will forfeit any commissions claimed on such Subscriber or Affiliate,
(ii) agrees that TBhost.com may recoup from any commissions otherwise due
to Affiliate or TBR Manager the amount that was previously paid or otherwise
due as a result of a violation of this section, and
(iii) will be deemed in material breach of this Agreement and subject to
immediate termination without compensation.
c. Reports. TBhost.com shall generate and manage all Qualified
Subscriptions originating from the Affiliate Site and shall prepare an
online report reflecting all Commissions earned by Affiliate for the
applicable period. Affiliate may access its report via the Web to determine
the amount of Commissions Affiliate has earned. Affiliate will not receive a
Commission for "Non-Qualified Subscriptions." A Non-Qualified Subscription
is where an end user subscribes to the Service directly from the Tbhost.com
Site, another Affiliate Site or otherwise, without clicking on the
Tbhost.com Link located on the Affiliate Site.
d. Payments. On or before the thirtieth (30th) day of each month,
Timberbrook Publishing, Inc. will tender payment to Affiliate for all
Commissions earned by Affiliate and actually received by Timberbrook
Publsihing, Inc. during the previous month. If, at the end of any month,
Affiliate does not have at least Fifty Dollars ($50) in accumulated
Commissions, Timberbrook Publsihing, Inc. will hold Affiliate’s payments
until Affiliate's Commission equals or exceeds $50. At this point,
Timberbrook Publsihing, Inc. will tender payment to Affiliate with
Affiliate's next monthly payment. Timberbrook Publishing, Inc. will
determine the best way to pay the Affiliate , by Check, or Online Third
Party Money Transfer Service such as PayPal. Affiliate is solely responsible
for declaring and paying all taxes arising from Affiliate's receipt of the
Commissions. Further, Affiliate shall not sell or transfer any Commissions
earned by Affiliate during the term of this Agreement.
e. Termination. Affiliate will receive Commissions for Qualified
Subscriptions so long as a Subscriber continues his or her subscription
uninterrupted. However, upon termination or suspension of the Service by a
Subscriber or by TBhost.com, Affiliate acknowledges and agrees that
TBhost.com shall no longer owe any Commissions with regard to such
Subscriber. If You reactivate Your account at a later date, You will not
receive any commissions previously forfeited nor commissions from any
Subscribers You had signed up before deactivation
3. Our Grant of Rights to You
Subject to all restrictions set forth in this Agreement, TBhost.com
grants to Affiliate a limited, non-exclusive, non-sub licensable, and
non-transferable license to use the Affiliate Site and Tbhost.com Link(s)
solely for the purpose of promoting the services as licensed hereunder.
Except as expressly set forth herein, no license to the Affiliate Site or
TBhost.com Link(s) is granted to Affiliate for any other purpose, and any
other uses of the Affiliate Site or TBhost.com Link(s) by Affiliate shall
constitute a material breach of this Agreement and TBhost.com shall be
entitled to immediately terminate this Agreement.
4. Term and Termination
This Agreement is effective as of the date you click on the "I ACCEPT"
button below and shall continue until terminated by either party. Affiliate
may terminate Agreement by selecting "Contacting Timberbrook Publishing,
Inc. and following the steps to remove his or herself as a Affiliate.
Timberbrook Publsihing, Inc. may terminate this Agreement immediately upon
the material breach by Affiliate or Affiliate Manager of any of the
obligations hereunder. Timberbrook Publishing, Inc. may also terminate this
Agreement with any Affiliate or Affiliate Manager with or without cause,
upon thirty (30) days written or E-mailed notice. Upon termination of this
Agreement, Affiliate shall immediately cease use of, and remove from the
Affiliate Site, any and all TBhost.com Links or other materials provided to
Affiliate by Timberbrook Publsihing, Inc. Sections 4 - 7 shall survive
termination of this Agreement.
5. Disclaimer of Warranty
THE TBHOST.COM SITE AND THE Affiliate SITE, INCLUDING WITHOUT LIMITATION,
ALL PRODUCTS AND SERVICES DISPLAYED OR OFFERED ON THE TBHOST.COM SITE, AND
ALL TEXT, GRAPHICS LINKS AND APPLICATIONS ARE PROVIDED TO Affiliate ON AN
"AS IS"-“AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. TBHOST.COM
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE
FOREGOING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING.
TIMBERBROOK PUBLISHING, INC. DOES NOT WARRANT THAT THE Tbhost.com SITE OR
Affiliate SITE WILL FUNCTION WITHOUT INTERRUPTION OR THAT IT WILL BE
ERROR-FREE.
6. Limitation of Liability
IN NO EVENT SHALL TIMBERBROOK PUBLISHING, INC. BE LIABLE FOR DAMAGES
RESULTING FROM LOSS OF DATA, PROFITS, USE OF THE TBHOST.COM SITE, THE
Affiliate SITE, OR ANY TBHOST.COM PRODUCTS OR SERVICES; OR, FOR ANY
INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH
THIS AGREEMENT OR IN CONNECTION WITH ANY PRODUCTS OR SERVICES PROVIDED
HEREUNDER. IN NO EVENT SHALL TIMBERBROOK PUBLISHING, INC.'S ' CUMULATIVE
LIABILITY ARISING FROM THIS AGREEMENT OR THE SUBJECT MATTER HEREOF EXCEED
THE TOTAL COMMISSIONS ACTUALLY PAID TO Affiliate HEREUNDER.
7. Miscellaneous
This Agreement, including all policies posted on the TBhost.com Site,
represents the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior and/or contemporaneous agreements or
understandings, written or oral, between the parties with respect to the
subject matter hereof. This Agreement and TBhost.com policies are subject to
change by Timberbrook Publishing, Inc. at any time. Continued usage of the
Services after a new policy is implemented and posted on the TBhost.com
Site, constitutes your acceptance of such change or policy. We encourage you
to regularly check the TBhost.com Site for any changes or additions. If any
of the provisions, or portions thereof, of this Agreement are found to be
invalid under any applicable statute or rule of law, then, that provision
notwithstanding, this Agreement shall remain in full force and effect and
such provision or portion thereof shall be deemed omitted.
This Agreement and the rights granted and obligations undertaken
hereunder may not be transferred, assigned or delegated in any manner by
Affiliate. Any waiver of any provision of this Agreement, or a delay by any
party in the enforcement of any right hereunder, shall neither be construed
as a continuing waiver nor create an expectation of non-enforcement of that
or any other provision or right. This Agreement is made under, and shall be
governed by and construed in accordance with, the laws of the State of Ohio,
U.S.A., excluding its choice of law provisions. The parties acknowledge and
agree that the state and federal courts located in the county of Lake, in
the State of Ohio will have exclusive jurisdiction over any claim or action
arising under or relating to this Agreement or the goods or services
provided under this Agreement. The parties agree to waive application of the
provisions of the United Nations Convention on Contracts for the
International Sale of Goods.