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Affiliate
Agreement
THIS IS A LEGAL AGREEMENT BETWEEN THE AFFILIATE AND (PGHPRODUCTS).
BY CLICKING ON THE "I AGREE" BUTTON AT THE END OF
THIS AGREEMENT THE AFFILIATE IS AGREEING THAT AFFILIATE HAS
READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT
AND THAT AFFILIATE AGREES TO BE LEGALLY RESPONSIBLE FOR EACH
AND EVERY TERM AND CONDITION
1) Term of the Agreements: The term of this Agreement will
begin upon our acceptance of your Affiliate application and
will end when terminated by either party. Either you or we
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 referral fees on sales occurring
during the term
.2) Modification: We may modify any of the terms and conditions
contained in this Agreement, at any time and in our sole discretion,
Modifications may include, for example, changes in the scope
of available referral fees, fee schedules, payment procedures
and Program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE
IS TO TERMINATE THIS AGREEMENT.
.
This Agreement contains the complete terms and conditions
that apply to Affiliate becoming a member of the PGHPRODUCTS
Affiliate Program. The purpose of this Agreement is to allow
linking between Affiliate's Web Site and the PGHPRODUCTS Web
Site. This Agreement will become effective upon PGHPRODUCTS
acceptance of Affiliate's completed Affiliate Program Application
(the "Effective Date"). PGHPRODUCTS reserves the
right to accept or reject Affiliate's application solely in
PGHPRODUCTS discretion.
Maintenance and Monitoring of Placements
Affiliate agrees to link only to those specific Web pages
that PGHPRODUCTS designates in the Placements, and to use
only the Placements provided for such purpose. Affiliate may
not modify or alter the Placements provided by PGHPRODUCTS
unless for tracking purposes with PGHPRODUCTS approval. Affiliate
may not "frame" or "mirror" any part of
PGHPRODUCTS without the prior written authorization of PGHPRODUCTS
.
PGHPRODUCTS has the right to monitor the content on Affiliate's
Web Site in a commercially reasonable manner as PGHPRODUCTS
believes necessary to make sure that the Placements are appropriate
and to ensure that Affiliate's Web Site otherwise complies
with the terms of this Agreement. PGHPRODUCTS has the right
to notify Affiliate of any reasonable changes that Affiliate
needs to make to comply with the PGHPRODUCTS guidelines for
the use of the Placements, and to otherwise comply with the
terms of this Agreement.
Affiliate agrees to cooperate with PGHPRODUCTS in order to
establish and maintain any Placements between the PGHPRODUCTS
Web Site and Affiliate's Web Site. Affiliate agrees not to
display any link pertaining to PGHPRODUCTS, for use as a link
or otherwise, other than the Placements that PGHPRODUCTS provides
to Affiliate. If PGHPRODUCTS updates the Placements, Affiliate
will replace the old Placements with the new ones within a
72-hour period.
Affiliate agrees that PGHPRODUCTS will be allowed to place
an identifying tag in each Placement that will identify the
origin of a user that arrives to the PGHPRODUCTS by clicking
on the Placement.
Compliance with Applicable Laws
Affiliate is solely responsible for the accuracy and appropriateness
of all materials posted on Affiliate's Web Site, and for ensuring
that materials posted on Affiliate's Web Site are not defamatory,
in violation of copyright laws or otherwise illegal. PGHPRODUCTS
disclaims all liability for these matters.
Press Releases and Other Publicity
Affiliate may not create, publish, distribute, or permit any
written or electronically transmitted publicity material (including
without limitation, advertisements and press releases) that
makes reference to the other party, or the other party's Web
Site without first submitting the material to PGHPRODUCTS
and receiving its consent in writing (such consent not to
be unreasonably withheld). Affiliate may not issue any public
statement(s) regarding the relationship without the prior
approval of the other party. Notwithstanding the foregoing,
PGHPRODUCTS may issue an initial press release regarding the
relationship between the Parties.
PGHPRODUCTS prohibits certain forms of advertising. Advertising
commonly referred to as "spamming" is unacceptable
to PGHPRODUCTS and could damage our goodwill. Other generally
prohibited forms of e-mail include the use of unsolicited
commercial email (UCE), postings to non-commercial newsgroups
and cross-posting to multiple newsgroups at once. In addition,
Affiliate may not advertise in any way that effectively conceals
or misrepresents Affiliate's identity, domain name, or return
email address.
Although PGHPRODUCTS always requires that its written consent
be given for the uses above, PGHPRODUCTS generally approves
mailings so long as the recipient is already a customer or
subscriber of Affiliate's services, and recipients have the
option to remove themselves from future mailings. PGHPRODUCTS
generally approves newsgroup postings so long as the news
group specifically welcomes commercial messages. In all cases,
Affiliate must always clearly represent itself and its Web
Site as independent from PGHPRODUCTS.
Modification
PGHPRODUCTS may modify any of the terms and conditions in
this Agreement, at any time in its sole discretion. Modifications
may include, but are not limited to, changes in the scope
of Referral Fees, payment procedures, and PGHPRODUCTS Affiliate
Program rules. If any modification is unacceptable to Affiliate,
Affiliate shall have the right to terminate this Agreement.
Affiliate's continued participation in PGHPRODUCTS Affiliate
Program following the posting of the change notice or new
agreement on PGHPRODUCTS site will constitute Affiliate's
agreement to the changes.
Term and Termination
The term of this Agreement will begin on the Effective Date
and will end when terminated by either party. Either PGHPRODUCTS
or Affiliate may immediately terminate this Agreement at any
time, with or without cause, by giving the other party written
notice of termination. Upon the termination of this Agreement
for any reason, all licenses granted hereunder shall immediately
terminate and Affiliate will immediately cease use of, and
remove from Affiliate's site, all links to the PGHPRODUCTS
site, and all PGHPRODUCTS trademarks and logos, and all other
materials provided in connection with this Agreement.
Grant of Licenses
Subject to the terms of this agreement, you have the nonexclusive,
nontransferable and non-sub licensable right to use and display
PGHPRODUCTS trademarks and service marks, only to refer specifically
to PGHPRODUCTS services and products in connection with the
Links, and only in the form which PGHPRODUCTS provides you
for such limited purposes. Such referential usage must be
truthful, fair and not misleading or disparaging. PGHPRODUCTS
nics trademarks, service marks and logos must not be incorporated
into your own product names, trademarks, service names; logos,
company names or dba's, and you must not adopt marks or logos
that are confusingly similar to PGHPRODUCTS marks or logos.
Affiliate grants to PGHPRODUCTS a non-exclusive, non-transferable,
revocable right to utilize Affiliate's name, title, and logo
in the advertising, marketing, promoting, and publicizing,
in any manner, of PGHPRODUCTS rights under this Agreement.
PGHPRODUCTS is not under any obligation to so advertise market,
promote, or publicize.
Each party agrees not to use the other's proprietary materials
or intellectual property in any manner that is disparaging
or that otherwise portrays the party in a negative light.
Each party reserves all of its respective rights in the proprietary
materials and intellectual property covered by this license.
Other than the license granted in this Agreement, each party
retains all right, title, and interest to its respective rights
and no right, title, or interest is transferred to the other.
DISCLAIMER
PGHPRODUCTS PROVIDES THE PGHPRODUCTS WEB SITE AND ALL INFORMATION
AND SERVICES AVAILABLE THEREIN, "AS IS" AND MAKES
NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING
PGHPRODUCTS OR ANY SERVICES OR INFORMATION PROVIDED BY ANY
MEMBER OF PGHPRODUCTS. ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE
EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, PGHPRODUCTS
MAKES NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL
BE UNINTERRUPTED OR ERROR FREE, AND PGHPRODUCTS WILL NOT BE
LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Representations, Warranties and Covenants
Affiliate represent and warrant that 1) It has full right,
power, and authority to enter into and be bound by the terms
and conditions of this Agreement and to perform its obligations
under this Agreement, without the approval or consent of any
other party; 2) It has sufficient right, title, and interest
in and to the rights granted to PGHPRODUCTS in this Agreement;
3) That material posted on its Site does not violate or infringe
upon the rights of any third party and all applicable copyright
and other laws that pertain to it; and 4) It shall not to
make any representations or warranties regarding the services
provided by PGHPRODUCTS that are disparaging or that otherwise
portray PGHPRODUCTS in a negative light.
LIMITATIONS OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, PGHPRODUCTS WILL NOT BE LIABLE TO AFFILIATE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL
OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION,
LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS
OR LOST BUSINESS), EVEN IF PGHPRODUCTS HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
IN THIS AGREEMENT, IN NO EVENT SHALL PGHPRODUCTS CUMULATIVE
LIABILITY TO THE COMPANY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT
LIMITATION NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL
OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAYABLE
TO THE COMPANY UNDER THIS AGREEMENT.
Indemnification
Affiliate agrees to indemnify and hold harmless PGHPRODUCTS
and its employees, directors, representatives, agents, and
affiliates, against any and all claims, suits, actions, or
other proceedings brought against PGHPRODUCTS based on or
arising from any claim resulting from Affiliate's breach of
the warranties and covenants in Section 9. Affiliate agrees
to pay any and all costs, damages, and expenses, including,
but not limited to, reasonable attorneys' fees and costs awarded
against or otherwise incurred by the other party in connection
with or arising from any such claim, suit, action, or proceeding.
Confidentiality
In connection with the activities contemplated by this Agreement,
each party may be permitted at the discretion of the other
access to confidential and proprietary technical or business
information of the other party, including without limitation
(i) proposals, ideas or research related to possible new products
or services; (ii) financial statements and other financial
information; (iii) any reporting information required by the
Agreement; and (iv) the terms of this Agreement and the relationship
between the Parties (collectively, "Confidential Information").
Confidential Information may include, without limitation business
or technical information, such as business, financial, marketing,
and product development plans, forecasts, strategies, techniques,
and information; business operation and systems; names, expertise,
and other information concerning employees; customers, consultants;
and/or vendors; trade secrets; discoveries; ideas; inventions
(whether patentable or not); improvements; research; development,
know-how, designs, products, compositions, prototypes, computer
programs, code, algorithms, formulas, processes, and schematics.
Each party will take reasonable precautions to protect the
confidentiality of each of the other party's Confidential
Information, which precautions will be at least equivalent
to those taken by such party to protect its own Confidential
Information. Except as required by law or as necessary to
perform under this Agreement, no party will knowingly disclose
the Confidential Information of any other party or use such
Confidential Information for its own benefit or for the benefit
of any third party. Each party's obligations in this Section
with respect to any portion of another party's Confidential
Information shall terminate when the party seeking to avoid
its obligation under such Section can document that: (i) it
was in the public domain at or subsequent to the time it was
communicated to the receiving party ("Recipient")
by the disclosing party ("Discloser") through no
fault of Recipient; (ii) it was rightfully in Recipient's
possession free of any obligation of confidence owed to the
Discloser at or subsequent to the time it was communicated
to Recipient by Discloser; (iii) it was developed by employees
or agents of Recipient independently of and without reference
to any Confidential Information communicated to Recipient
by Discloser; (iv) it was communicated by the Discloser to
an unaffiliated third party free of any obligation of confidence;
or (v) the communication was in response to a valid order
by a court or other governmental body or was otherwise required
by law. Upon the termination or expiration of this Agreement,
each party shall return upon the other's request or otherwise
destroy all Confidential Information of the other party in
its possession.
Miscellaneous
Entire Agreement This Agreement constitutes and contains the
entire agreement between the Parties with respect to the subject
matter hereof and supersedes any prior oral or written agreements.
This Agreement may not be amended except in writing signed
by the Parties. Each party acknowledges and agrees that the
other has not made any representations, warranties or agreements
of any kind, except as expressly set forth herein. All exhibits
attached to this Agreement are incorporated hereby and shall
be treated as if set forth herein.
Relationship of Parties Each party shall be deemed to be independent
contractors with respect to the subject matter of this Agreement,
and nothing contained in this Agreement shall be deemed or
construed in any manner as creating any partnership, joint
venture, employment, agency, fiduciary, or other similar relationship.
The Affiliate shall be responsible for all taxes due on Referral
Fees or other payments paid to the Affiliate under this Agreement.
Assignment Affiliate may not assign its rights or obligations
under this Agreement to any party.
Applicable Law This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Georgia without
regard to the conflicts of laws, rules and principles thereof.
Severability If any provision of this Agreement is held to
be invalid or unenforceable, that provision shall be eliminated
or limited to the minimum extent necessary such that the intent
of the Parties is effectuated, and the remainder of this agreement
shall have full force and effect.
Survival Sections 8-13 shall survive termination of this Agreement.
Notices Any notice required under this Agreement may be given
by email, fax or written letter.
General Conditions
PGHPRODUCTS reserves the right, at its full discretion, to
disqualify any individual it finds to be tamp erin g with
the Qualifying process or the operation of the affiliate program
or to be acting in violation of this agreement. If we determine,
in our sole discretion that the this affiliate program is
compromised by virus, bug, robot entries, or other corruption
of the administration, security or proper management of the
program, then at our sole discretion, we can cancel this program.
In the event of your non-compliance with any requirement stated
herein, your commission may be forfeited.
Anti-Predatory Policy
(a) No affiliate will replace, intercept, interfere, hinder,
disrupt or otherwise alter in any manner the Web users' access,
view or usage of, or other aspect of the Web users' experience
at, any affiliates webpage (as defined below) in a manner
that causes or otherwise results in a different experience
from that was otherwise intended by such affiliate;
(b)No Affiliate will block, alter, direct or redirect, or
substitute, insert or append itself to, or otherwise intercept
or interfere in any manner with, any click-through or other
traffic-based transaction that originated from an affiliate
webpage (including without limitation any return visit to
PGHPRODUCTS to which such click-through or other traffic reached
or intended to reach) with the result of reducing compensation
or other payment earned by or owing to an affiliate or increasing
any payment obligation of PGHPRODUCTS with respect to any
individual transaction.
No Auto Cookie Setting Allowed
You agree not to auto-set a cookie on the user's browser in
any way. Auto-setting cookies or causing forced clicks by
way of popups or pop-unders that open the merchant's site
without a click, framing techniques, redirects, or any other
means is not allowed. We reserve the right to expire publishers
that are using any type of auto-cookie setting. If you are
unclear as to what constitutes auto cookie setting, please
contact: affiliates@usapghp.com for clarification.
No Affiliate Spamming Allowed
Affiliate spamming is the practice of duplicating content
from the PGHPRODUCTS website onto your own sites, or engaging
in other search engine "spam" tactics. The following
is a list from Yahoo's guidelines on what is NOT allowed:
Pages built primarily for the search engines
Misuse of competitor names
Multiple sites offering the same content
Pages dedicated to directing the user to another page
Pages that have substantially the same content as other pages
Sites with numerous, unnecessary virtual hostnames
Pages in great quantity, automatically generated or of little
value
No affiliate past or present may branch off and sell their
own all natural diet pill that bears any similarly to Phentramine
Hoodia Diet Pills or Adaprex Hoodia Diet Pills or Phenterine
Hoodia Diet Pills. No text or testimonials can be used from
any of our sites or affiliate sites to be used on other sites...
competitors alike. All knowledge from PGHProducts can not
be used to gain profit for the affiliate while working with
and / or with out PGHProducts. All knowledge of the Phentramine
and Adaprex and Phenterine ingredients can not be used to
make your own product and to market your own product. All
websites that said so affiliate used with PGHProducts can
not be turned around to promote their own all natural diet
pill. Phentramine, Adaprex and Phenterine are all priority
blend, trade mark products and all text is copywrited.
AFFILIATE
HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS
THE OBLIGATIONS WHICH IT IMPOSES UPON AFFILIATE WITHOUT RESERVATION.
AFFILIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY
AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR
TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS
HAVE BEEN MADE TO AFFILIATE TO INDUE AFFILIATE TO SIGN THIS
AGREEMENT. AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT
VOLUNTARILY AND FREELY.
Exhibit A Definitions
Definitions. As used in this Agreement, the terms set forth
below shall have the following meanings:
"Company Site" means the Internet Site operated
by the Company.
"PGHPRODUCTS Marks" means the trademarks, trade
names, service marks and logos of PGHPRODUCTS that may be
delivered by PGHPRODUCTS to the Company hereunder.
"PGHPRODUCTS Site" means the Internet Sites operated
by PGHPRODUCTS.
"Placements" means (i) graphical links, text links,
logos and other promotions that are offered by PGHPRODUCTS
now or in the future that link directly from the Company Site
to the PGHPRODUCTS Site and (ii) other promotions that are
offered by the Company now or in the future and link directly
to the PGHPRODUCTS Site.
"User Data" means data regarding a user provided
by such user on the PGHPRODUCTS Site, including without limitation
the user's name, e-mail address, telephone number and other
information about the user.
© 2005 PGHProducts, All rights reserved.
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UP I accept these terms and wish to register
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