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| Techworks Software Affiliate Agreement |
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| Effective Date: April 10, 2007 |
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Welcome to the Techworks Software Affiliate Agreement ("Agreement"). This Agreement sets forth the terms and conditions under which Techworks Software makes the Techworks Software Affiliate Program ("Affiliate Program") available to you. By becoming a Techworks Software Affiliate and using the Affiliate Program you expressly agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole recourse is not to participate in the Affiliate Program. Techworks Software reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the TechworksSoftware.com Web Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following posting of a change notice or new agreement on the TechworksSoftware.com Web Site will constitute binding acceptance of the changes. |
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| 1. General Rules |
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1.1 The Techworks Software Terms of Service and the TechworksSoftware.com Privacy Policy are incorporated herein by this reference. As an Affiliate you will continue to be bound by the Techworks Software Terms of Service and the TechworksSoftware.com Privacy Policy. For purposes of clarity, the Affiliate Program is deemed part of the "Techworks Software Services," and all initially-capitalized terms not defined in this Agreement shall have the meaning set forth for such term in the Terms of Service and/or the Privacy Policy, and any disputes you may have resulting from your participation in the Affiliate Program will be subject to confidential binding arbitration in accordance with the Terms of Service. In the event of an inconsistency between this Agreement and the Techworks Software Terms of Service this Agreement shall control. |
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2. Becoming a Techworks Software Affiliate |
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2.1 Eligibility. Techworks Software will only knowingly provide the Affiliate Program to parties that can lawfully enter into and form contracts under applicable law. The Affiliate Program is not intended for individuals under the age of 18 years old. |
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2.2 Opening an Account. To become an Affiliate and have the right to participate in the Affiliate Program, you must enroll in the Affiliate Program by opening an Affiliate account ("Account") with Techworks Software through its online registration process or by submitting a completed application form. |
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2.3 Contact Information. You must provide Techworks Software with accurate and complete contact and payment information when you open an Account. You must immediately notify Techworks Software if any of your contact or payment information changes. If you do not provide Techworks Software with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Affiliate Program. |
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2.4 Account Security. You will need to define your Login Id if you open an Account. You will be solely and exclusively responsible for keeping your Login Id and Password confidential and all use of your password and Account, including, without limitation, any use by any third party. You must notify Techworks Software immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Techworks Software immediately if you become aware of any other breach or attempted breach of the security of your Account or the Techworks Software Service. |
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3. Your Obligations |
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3.1 You must use the Affiliate Program in a manner that demonstrates common sense and respect for the rights of Techworks Software and third parties. You must comply with the Affiliate Guidelines and any other applicable guidelines set forth in the TechworksSoftware.com Content Usage Policy. |
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4. Customers Purchasing Via the Affiliate Program. |
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4.1 Order Processing and Reporting. Techworks Software will process all product orders placed by the customers referred to Techworks Software. Techworks Software reserves the right to reject orders that do not comply with any requirements that Techworks Software has and may periodically establish. Techworks Software will be responsible for all aspects of order processing and fulfillment. Among other things, Techworks Software will prepare order forms, process payments and handle customer service. Techworks Software will track sales made to Customers that you referred to Techworks Software and will make available to you reports summarizing sales activity. Techworks Software will use commercially reasonable efforts to present accurate information in the reports, but Techworks Software cannot guarantee the accuracy of the reports. |
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4.2 Customers. Customers who buy products through the Affiliate Program will be deemed to be customers of Techworks Software. Accordingly, all of the Techworks Software rules, policies, and operating procedures concerning customer orders, customer service and product sales will apply to those Customers. Techworks Software may change the policies and operating procedures at any time. Product prices and availability may vary from time to time, and such price changes may affect products that you already have referred. Techworks Software will use commercially reasonable efforts to present accurate information, but Techworks Software cannot guarantee the availability or price of any particular product. |
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5. Affiliate Commissions and Reporting. |
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5.1 Affiliate Commissions. Techworks Software will pay you commissions in accordance with this Agreement and the Affiliate Commission Schedule ("Commissions"). The Affiliate Commission Schedule is incorporated herein by this reference. Techworks Software Affiliates can earn commissions on the following types of transactions: |
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(a) Techworks Software will pay you a commission which is twenty percent (20%) of the qualifying software product sales originating from your referrals. |
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(b) Techworks Software will pay you a distributed commission amounting to ten percent (10%) of the qualifying software product sales originating from your sub-affiliate’s referrals. The distributed commission is computed based on the ten percent (10%) commission distributed equally to all the top-level affiliate members contributing to the marketing network leading to the sub-affiliate who referred the client. |
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5.2 Payment of Commissions. |
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(a) Payment Terms. Techworks Software will pay your earned Commissions upon clearing of the payment for the sale. Techworks Software will send or transfer the money to a Remittance Center in which case the remittance fee will be deducted from your commission. |
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(b) Termination Fees. If you or Techworks Software terminate your Account, and you have unpaid Commissions then outstanding, Techworks Software may charge you a Five Hundred Pesos (PHP 500.00) processing fee when sending you your final payment to cover its administrative costs. |
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6. Identifying Yourself As An Affiliate. |
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6.1 Affiliate ID Card. Techworks Software will make available to you a Identification Card that identifies you as a Techworks Software Affiliate Program participant. You may present this ID Card to your prospective clients. |
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6.2 All other Communications. Except as provided for in the Affiliate Guidelines, you may not make any press release with respect to this Agreement or your participation in the Affiliate Program without Techworks Software's prior written consent, which may be given or withheld in its sole discretion. |
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7. Limited Licenses. |
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7.1 Techworks Software License to You of ID Card, Product Catalogs, and Demonstration Materials. Techworks Software grants you a limited nonexclusive, nontransferable, revocable right to use the ID Card, Product Catalogs, and Demonstration Materials provided to you by Techworks Software, solely for the purpose of identifying you as an Affiliate Program participant and to assist in generating Commissions. In addition, Techworks Software grants you a limited, nontransferable, nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of promoting the sale of Techworks Software products. All product images must be served by the Techworks Software and cannot be used in any form other than the form provided by Techworks Software. You may not modify the graphic images or text, or any other of the Techworks Software images, in any way. Techworks Software may revoke your license at any time by giving you written notice. Techworks Software reserves all of its rights in the graphic images, text, any other images, Techworks Software trade names and trademarks, and all other intellectual property rights. Any and all rights in and to Techworks Software's intellectual property shall inure to the benefit of Techworks Software. |
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8. Indemnification. |
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As you are bound by the Terms of Service in using the Affiliate Program, you must indemnify, defend and hold Techworks Software harmless for any claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Affiliate Program in accordance with Section 9 of the Terms of Service. You must also indemnify, defend, and hold Techworks Software harmless based on any claim alleging facts that, if true, would constitute a breach of this Agreement. You also agree that covered claims under this indemnity obligation shall include, without limitation (a) any claim that Techworks Software's use of any images provided to you infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; and/or (b) any claim related to you, including, without limitation, content therein not attributable to Techworks Software. Techworks Software may withhold any Commissions that it owes you if you have to indemnify Techworks Software. |
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9. Term and Termination. |
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9.1 Term. The term of this Agreement will begin upon Techworks Software's acceptance of your Affiliate Program application and will end when terminated by either party. |
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9.2 Techworks Software Termination. In its sole discretion, with or without notice to you, Techworks Software may terminate your participation in the Affiliate Program and terminate your Account. If Techworks Software determines, in its sole discretion, that you are abusing the system, the Techworks Software Service and/or the Techworks Software Affiliate Program, Techworks Software may (without limiting any other rights or remedies available to it) withdraw your participation and withhold any Commissions payable to you. |
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9.3 Your Termination. You may terminate your Account for any reason at any time by sending a written communication or via the Techworks Software website "Close Account" page within the affiliate members area. |
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9.4 Effect of Termination. You can only earn Commissions during the term of the Agreement, and Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. Techworks Software may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of materials provided by or on behalf of Techworks Software to you pursuant hereto or in connection with the Affiliate Program.
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New Accounts System
