EZ Website Builders - Affiliate Agreement Terms and Conditions

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EZ Website Builders Affiliate Agreement Terms and Conditions

All Affiliates must read and agree to the following terms:

This Affiliate Agreement ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's participation in the EZ Website Builders Affiliate Program (the "Program"). As used in this Agreement, "we" means EZ Website Builders, ("EzWebsiteBuilders.com") and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to EZ Website Builders' site or to the site that you will link to our site.

BY CLICKING ON "I agree with the Affiliate Agreement Terms and Conditions" ON THE APPLICATION PAGE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. THEREFORE, PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, PLEASE CLICK "Cancel" ON THE APPLICATION PAGE.

EZ-CHANGES Inc., DBA: EZ Website Builders, an Arizona corporation, with offices at P. O. Box 1818, Glendale, AZ 85311-1818 ("EZ Website Builders") and You (also referred to herein as "Your"), in consideration of the mutual promises and conditions contained herein, hereby agree to the following:

1. Enrollment in the Program: To begin the enrollment process, you will submit a complete EZ Website Builders Affiliate Program application. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program.

SUITABLE SITES INCLUDE THOSE THAT:

DO NOT promote violence
DO NOT promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
DO NOT promote illegal activities
DO NOT violate intellectual property rights

In this regard, you understand that we reserve the right to conclude that your Site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as your Site. You also understand that if we accept your application, such acceptance shall not imply that your Site does not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the Program at any time.

2. Summary of Program: The EZ Website Builders Affiliate Program (the "Program") is designed to provide You with the opportunity to earn Referral fees in the amounts set forth in the Compensation paragraph below for each visitor that You refer to EZ Website Builders under this Agreement (a "Referral") that meets the following Criteria ("Criteria"):

Each Referral must be a new and unique visitor to EZ Website Builders and must register by completing and submitting the registration form using a valid and unique e-mail address, activate as required, and become a qualified member of one of EZ Website Builders accounts;
Your Referral must follow a link from Your web site, newsletter or e-mail to www.EzWebsiteBuilders.com, in a manner which in EZ Website Builders' sole judgment definitively establishes on EZ Website Builders' system that such Referral was referred directly from You to EZ Website Builders under this Agreement;
For Basic, Standard and E-Commerce Websites in EZ Website Builders, Your Referral must pay EZ Website Builders for such membership in U.S. currency in accordance with the terms of such membership;
Each Referral (Basic, Standard and E-Commerce Websites), and each Web site established by such Referral, must be legitimate as determined in good faith by EZ Website Builders (sites which violate the terms of this Agreement, including without limitation, the Link Guidelines under Section 5 below, any applicable law, EZ Website Builders' Terms and Conditions, or are otherwise determined by EZ Website Builders not to represent valid non-fraudulent Referrals under this Agreement shall not be deemed by EZ Website Builders to be "legitimate"); and
EZ Website Builders will not pay Referral fees for Referrals that are fraudulent or have cancellations, terminations, charge-backs, refunds, or other adjustments.

3. Anti-Spam Policy: By accepting the EZ Website Builders Affiliate Agreement Terms and Conditions you also agree not to promote your affiliate status through any of the following means.

Sending unsolicited e-mail for commercial purposes (aka "SPAM")
Posting a single article or advertisement, about which we receive multiple complaints, to Usenet or other Newsgroups, forums, e-mail mailing lists or other similar groups or lists
Posting to any Usenet or other newsgroup, forum, e-mail mailing list or other similar group or list articles that are off-topic.
Engaging in any of the foregoing activities using the service of another provider, but channeling such activities through a service provided by EZ Website Builders (such as using an EZ Website Builders - supplied mailbox as a mail drop, or referring to a URL hosted on our server)
Falsifying user information, including the falsification of e-mail return addresses

EZ Website Builders considers the above practices to constitute abuse of its service and of the recipients of such unsolicited mailings and/or postings, who often bear the expense. Therefore, these practices are prohibited by the terms and conditions of the services offered by EZ Website Builders. Engaging in one or more of these practices may result in:

Termination of the offender's account and/or access to services provided by EZ Website Builders
Dropping of mail messages that do not contain the proper and necessary information
Informing any or all authorities of offender's actions upon receipt of appropriate subpoena
Informing any or all recipients of offender's SPAM of the personal and public information of the user
Forfeiture of any commissions due to you as an EZ Website Builders Affiliate

NOTE: This Anti-Spam Policy is based on the Anti-Spam Policy of our Internet Service Provider. EZ Website Builders will immediately notify authorities of any actions taken in regard to this Anti-Spam Policy. EZ Website Builders reserves the right to implement any and all of the above actions as it may deem appropriate at any time, without limitation, in regard to upholding this Anti-Spam Policy. However, by not implementing a specific action, EZ Website Builders is not implying consent, lack of wrongdoing by the offender, nor limiting its response in the future. Nothing contained in this policy shall be construed to limit the actions or remedies of EZ Website Builders in any way concerning the foregoing activities.

4. Permission To Use EZ Website Builders Links: Under this Program, during the term of this agreement, You will be permitted by EZ Website Builders to display the EZ Website Builders banners, buttons and/or hypertext as in effect from time to time (collectively referred to as "Links") on Your Web site and/or newsletter.

EZ Website Builders hereby grants to You permission to download the EZ Website Builders Links on Your Web site, subject to Your compliance with the Links Guidelines below and all other terms and conditions set forth herein. You may only use the Links on the specific Web site(s) listed in Your application and approved by EZ Website Builders.

The maintenance and the updating of Your site will be Your responsibility. Because You are a member of EZ Website Builders' Program and the information within EzWebsiteBuilders.com is updated often, it will be necessary for You to update the content of Your site on a regular basis to maintain consistency and accuracy between the EZ Website Builders site and Your site.

We reserve the right to monitor Your site at any time to determine if You are following the terms and conditions of this Agreement and to notify You of any changes to Your site that we feel should be made or to make sure that Your links to our web site are appropriate and to notify You of any changes that we feel should be made. If You do not make the changes to Your site that we feel are necessary, we reserve the right to terminate Your participation in the Program.

5. Link Guidelines: No Alteration Allowed! The Links must not be altered in any way, including without limitation, design, color, font, proportions and animation. The Links may be displayed in a larger size, but must be increased in size proportionally. EZ Website Builders reserves the right to update, revise or alter the Links in any manner from time to time.

Required Link: The Links must always link to the URL provided by EZ Website Builders.
Positive Presentation: Your Web site must use the Links in a positive manner. The Links may not be used in a way that could reflect adversely on EZ Website Builders or its products. You may not refer prospective members who would use their EZ Website Builders hosted Web site in contravention of the Terms and Conditions governing such Web site.

You may not use the Links on any Web site that disparages EZ Website Builders or its products or services, infringes upon any intellectual property or other rights of EZ Website Builders, contains or promotes "adult", pornographic or obscene material or content, promotes gambling, or violates any state, federal or international law.
Compliance With Laws: You may not use the Links if Your Web site infringes any parties' intellectual property or other rights, contains or promotes "adult", pornographic or other obscene material or content, or violates any state, federal or international law. You will be responsible for any claims, costs and damages incurred by EZ Website Builders as a result of a violation of this Paragraph.

6. Changes: EZ Website Builders reserves the right to change this Agreement, including without limitation, the Links Guidelines and the Compensation solely at its discretion. Changes will take effect when posted to the EzWebsiteBuilders.com Web site. If You do not agree to such changes, You may terminate this Agreement via e-mail notice to Affiliate@EZWB.com.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

7. Compensation: We will pay You a referral fee (a "Referral Fee") in the amount set forth in U.S. currency for every Referral who meets the Criteria set forth above. We will pay You Referral Fees once every month, on the 2nd Friday of each month, we will send You a check for all the Referral Fees earned by You during that period. However, if the Referral Fees payable to You for any month period are less than $50, we will hold such Referral Fees until the total amount due to You hereunder is at least $50. We will process your payment in which the referral fees earn or meet or exceed $50.

If a product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next payment. If there is no subsequent payment, we will send you a bill for the fee.

You are responsible for informing EZ Website Builders about changes to Your mailing and e-mail addresses. Failure to provide EZ Website Builders with correct addresses, or if checks mailed to You are returned to EZ Website Builders, will result in forfeiture of any amounts otherwise due to You hereunder. You can update information by sending an e-mail to Affiliate@EZWB.com. Any attempt by an affiliate to manipulate, falsify or inflate Referrals, to defraud EZ Website Builders or to violate the terms of this Agreement constitutes immediate grounds for EZ Website Builders to terminate this Agreement and will result in forfeiture of any amounts otherwise due to You hereunder.

8. Taxes: You are responsible for the payment of all taxes related to the commissions You earn under this Agreement. In compliance with tax laws, EZ Website Builders will issue a Form 1099 to affiliates whose earnings meet or exceed the applicable amount warranting the Form 1099.

9. Ownership and Property Rights: This Agreement shall not operate as a transfer to You of any rights in or to any of EZ Website Builders' trademarks or logos, except for the limited permission expressly granted hereunder. EZ Website Builders reserves the right in its sole discretion to terminate or modify permission to use the Links at any time. You acknowledge that EZ Website Builders' trademarks and logos are and shall remain the exclusive property of EZ Website Builders or the applicable third-party owner, and all use by You shall inure solely to the benefit of EZ Website Builders or such third-party owner, as applicable. EZ Website Builders reserves the right to take action against any use that does not conform to this Agreement, infringes any EZ Website Builders intellectual property or other right, or violates other applicable law.

10. Terms of the Agreements: The terms of this Agreement will begin upon our acceptance of your Program 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 of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11. Term and Termination: This Agreement shall continue until this Agreement is terminated by either party. EZ Website Builders further reserves the right to immediately terminate this Agreement via e-mail notice if:

You do not follow the Links Guidelines or otherwise breach this Agreement, as determined solely by EZ Website Builders' judgment;

- or -
You attempt to manipulate, falsify or erroneously inflate Referrals (this is immediate ground for EZ Website Builders to terminate this Agreement with You);

- or -
You send Spam (send unsolicited e-mail).

Any outstanding Referral Fees otherwise due to You will be forfeited if this Agreement is terminated for any reason. EZ Website Builders reserves the right to terminate this Agreement and Your participation in this Program immediately and without notice to You should You commit fraud in Your use of this Program or should You abuse this Program in any way. If any fraud or abuse is detected with respect to any Referral hereunder, or if this Agreement is terminated for any reason, EZ Website Builders shall not be liable to You for any Referral Fees for any and all fraudulent Referrals made hereunder.

12. Policies and Pricing: Customers who buy products through this Program will be deemed to be customers of EZ Website Builders. Accordingly, all EZ Website Builders rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

13. Responsibility for Your Site: You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

The technical operation of your site and all related equipment
Creating and posting product descriptions on your site and linking those descriptions to our catalog
The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials)
Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
Ensuring that materials posted on your site are not libelous or otherwise illegal

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

14. Confidentiality: Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.

15. Disclaimers: We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, no infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

16. No Warranty: EZ WEBSITE BUILDERS DISCLAIMS ANY WARRANTIES THAT MAY BE EXPRESSED OR IMPLIED BY LAW REGARDING THE LINKS, INCLUDING WARRANTIES AGAINST INFRINGEMENT. EZ WEBSITE BUILDERS WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, TERMINATION OF THIS AGREEMENT OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

17. Indemnity: You hereby agree to indemnify and hold harmless EZ Website Builders, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that our use of the your trademark(s) infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (c) the development, operation, maintenance and content of your Site and products and services offered from your Site, or (d) any claim related to your Site, including, without limitation, content therein not attributable to us.

18. Relationship of Parties: You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

19. Limitation of Liability: We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

20. Miscellaneous: Referrals who become members of EZ Website Builders through this Program will be considered Members of EZ Website Builders. All EZ Website Builders' Terms and Conditions, Privacy Statement, rules, policies, and operating procedures will apply to such members. EZ Website Builders reserves the right to change its policies and operating procedures at any time.

The parties hereto are independent contractors acting for their own accounts; may not bind, act for or represent the other; and have no agency, partnership or joint venture relationship. This Agreement will be governed by the laws of the United States and the state of Arizona, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Maricopa County, Arizona, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. All notices and communications under this Agreement shall be in writing, and the same shall be given by e-mail (if to EZ Website Builders, P. O. Box 1818, Glendale, AZ 85311 and to Affiliate@EZWB.com).

This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes any prior agreements and understandings, both written and oral, which may have existed or exist between the parties with respect to the subject matter hereof. This Agreement may not be modified by You.

21. Proper Age: BY ACCEPTING THIS CONTRACT, YOU CONFIRM YOU ARE AN ADULT OF AT LEAST 18 YEARS OF AGE (19 OR 21 WHERE APPLICABLE).

22. Independent Investigation: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) 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 YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

(Revised Agreement Effective March 22, 2008)

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