This Affiliate Service Agreement (the "Agreement") is made by and between USFundraising ("USF", "We") and you; an Affiliate utilizing the USF Affiliate services ("You", "Your", "Affiliate"). You must agree to abide by the terms and conditions contained in this agreement in order to participate. Please read this agreement carefully before registering and using these services as an Affiliate. By signing up for USF Affiliate services and/or using USF Affiliate service, You indicate Your acceptance of this agreement, its terms, and conditions. If You do not accept this agreement, do not use the USF Services as an Affiliate. DEFINITIONS "Performance Marketing" occurs when individual web sites that generate their own traffic ("Affiliates") partner with online USF and the USF pays a commission or other reward for those Visitors resulting in a measurable action such as a closed sale, lead, hit, or other action. "Affiliate" means an individual or business generating their own traffic and thus rewarded for legitimate sales, leads, clicks, or other measurable action. "Visitor" means any person, or user that clicks on a Link to an USF?s Web site placed on an Affiliate's Web site. "Sale commission" means the payout that USF sets and agrees to pay for visitors referred to our Web site that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 90 days. If a sale occurs after 90 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur. "Payout" means the amount of sale commission USF agrees to pay for an individual Sale. The Payout is defined as either a percentage of a total sale amount or as a set flat rate per Sale. "Commission" means the amount of sales commission USF agrees to pay for an individual sale. "Link" means a hyperlink placed on an Affiliate's site that, when clicked on, sends a Visitor to an USF link. Links take many forms including text, a product image, buttons, banners, videos, or any other format acceptable to USF. "VOID" means a reversal of a Payout previously earned for a sale that is later rescinded or corrected by USF. USF may VOID transactions that are fraudulent, duplicate transactions, or other valid reasons. "Your Account" means a specific account within the Service, where Commissions are credited. THE SERVICE USF has developed and operates a service (the "Service") which allows Affiliates to participate in sales Marketing programs. LINK PLACEMENT As an Affiliate of the Service, You may place and remove USF Links on Your site as well as included in original content in acceptable locations. - Commissions will not be paid until USF receives funds and they have cleared the bank - Your first sale is paid at a commission rate of 10%; - Future sales are paid at a 20% commission rate. - As additional products are added, separate commission rates will be added - Commissions will reset to 0 sales if there are no sales made in any 90 day period. - Commissions are paid on the actual amount received. (USF May discount pricing to secure business) - You place our advertising anywhere on Your site as You see fit, or within non-spam emails. - We may email You about new products and services - We may change the products and services - Adult, Hate, or other related sites are not allowed - Commissions will be paid when Your account balance is $50 or more. - All statistics are collected and calculated by USF and will be used in determining commissions. - Each Affiliate can have only 1 account. - Self-referrals for affiliate accounts are strictly prohibited. - You won't hold us liable for anything. A link to a non-USF web site does not mean that USF endorses or accepts any responsibility for the content or the use of such web site. - You cannot SPAM. Do not send email to lists or groups without permission. - You may place banners or links within Your newsletters, in the content of Your website, or within other web related content - Affiliate accounts that are left inactive may be removed from our system the account will remain in an active state as long as a sale is made every 90 days. - PPC Advertising may not be directly or indirectly sent to our site without written permission. - Failure to abide by these rules could mean termination - Fraud is a serious offense and will be treated as such. AFFILIATE PAYMENT You will receive a commission for sending USF authorized sales via Your Links. In order to place links, You must first be approved by USF to become an Affiliate. You understand that the payout amount may be changed at any time. You are responsible for determining if the payout for a link You have placed on Your site has changed or been discontinued. You receive the commission from USF. Payments are made automatically on the receipt and clearance of the money collected. In the event of a VOID by USF, USF may recover from You the corresponding commission. The VOIDED commission will be immediately deducted from Your account balance. In the event that Your account balance is less than the VOID Commission, the VOID Commission will be deducted against Your future earnings. In cases of Fraud USF may take means necessary to collect commissions from Affiliate SERVICE AND SUPPORT USF will provide support for the service as indicated on the USF web site. EMAIL CONTACT USF reserves the right to send e-mail to You for the purposes of informing You of applicable changes or additions to the Service. CHANGES TO THE SERVICE USF reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the service at any time. In the event of any material change, USF will notify You via e-mail, newsletter, or the USF web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the service. REGISTRATION To sign up as an Affiliate of USF and to use the Service as an Affiliate Partner You must be at least 18 (eighteen) years of age and supply a valid tax-id, which may be Your social security number for individuals or a federal tax-id for corporations or entities. THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN USF AFFILIATE SERVICES: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED, SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, You will select a username and password combination that You use to access Your Affiliate area within the Service. You shall provide USF with accurate, complete, and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that USF may rely on any data, notice, instruction or request furnished to USF by You which is reasonably believed by USF to be genuine and to have been sent or presented by a person reasonably believed by USF to be authorized to act on Your behalf. You shall notify USF by e-mail at service@USFundraising.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by USF and referral to the appropriate law enforcement agencies. ACCEPTED USE You represent to USF that all content You provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As USF may not review all information provided by You, You shall remain solely responsible for Your Content and Web site. As an Affiliate, You may not artificially inflate traffic counts to USF site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, or counters. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, to USF for that Link. USF RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF USF. If You are terminated from the Service, USF has the right to withhold money You earned within the service or money that You owe within the Service LIMITED WARRANTY The service, its operation, its use and the results of such use shall be performed in a work like manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, USF DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF USF?S ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, USF SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. USF WILL MAKE REASONABLE COMMERCIAL EFFORTS TO KEEP ITS TRANSACTION SERVICE OPERATIONAL DURING NORMAL BUSINESS HOURS. HOWEVER, CERTAIN TECHNICAL DIFFICULTIES MAY, FROM TIME TO TIME, RESULT IN TEMPORARY SERVICE INTERRUPTIONS. AFFILIATE UNDERSTANDS AND ACKNOWLEDGES THAT IT IS NORMAL TO HAVE A CERTAIN AMOUNT OF SYSTEM DOWNTIME AND FURTHER AGREES NOT TO HOLD USF LIABLE FOR ANY OF THE CONSEQUENCES OF SUCH INTERRUPTIONS. USF SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF Affiliate OR Affiliate CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. USF SHALL HAVE NO LIABILITY WITH RESPECT TO USF OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF USF HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF USF HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY USF AS A DIRECT RESULT OF THIS AGREEMENT. LIMITATION OF LIABILITY USF OR ITS SUPPLIERS OR RESELLERS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE USF SERVICE OR ANY INFORMATION PROVIDED ON THE USF WEB SITE OR ANY OTHER HYPER-LINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF USF OR A USF AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPER-LINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, USF'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY. You agree that USF, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your Web site, and You, and USF, jointly and severally agree to indemnify, defend, and hold harmless USF and its affiliates, officers, directors, employees, and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto. NON-DISCLOSURE You acknowledge that in the course of this Agreement You may have access to confidential and proprietary information ("Confidential Information") of USF. You agree not to disclose or disseminate the Confidential Information without USF prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission, that becomes available to You from third parties without Your knowledge of any breach of fiduciary duty, or that You had in its possession prior to the date of this Agreement. USF does not collect information about an affiliate?s customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information We receive is used solely for tracking and Commission payment purposes. USF reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analyses as USF deems appropriate. OWNERSHIP AND LICENSES You, the Affiliate, are granted a non-exclusive, limited, revocable right to use USF provided trademarks and banners. All images, technology, and content provided for Your use is and shall remain the sole property of USF, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names, and service marks related to the foregoing shall remain USF's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content, or any of the images provided to You without Permission in any way. USF may terminate Your license to use the marks if USF reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title, or interest in or to the marks other than the license granted by USF above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands, or marks or create any combination marks with the marks. You acknowledge USF's ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of USF. REPRESENTATIONS USF makes no representations whatsoever about any other web site which You may access through the Service. In addition, a link to a non-USF Web site does not mean that USF endorses or accepts any responsibility for the content or the use of such Web site. NONASSIGNABILITY Affiliate or USF may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties. FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party. JURISDICTIONAL ISSUES This Agreement shall be governed by Florida, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of Florida, USA, and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. MISCELLANEOUS This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY You IS EXPRESSLY MADE CONDITIONAL ON Your ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN Your PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.