Merchant Express Affiliate Program Agreement

This Agreement contains the entire terms and conditions for participation in the Your Company Affiliate Program. As used in this Agreement, "we" means Your Company, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to the Your Company’s Affiliate Program site or to the site that you will link to our site.

1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Affiliate Program application via our site. We will give careful consideration to your application and will send you an email with our decision. We reserve the right to remove you from the program at any time without prior notice if it comes to our attention that, in our sole discretion, your site is unsuitable for the program. Unsuitable sites include, but not limited to those that: contain nudity or pornographic material, promote violence, promote discrimination, promote the use of bulk e-mail or spam, promote illegal activities, or violate intellectual property rights.

2. Links on Your Site
You will be given instructions to link to our site in a way that identifies your site and gives you credit for every sale that originates from your site. We will provide you with links and banners to use in linking to our site. When your customer clicks on the link located on your site they will be taken to our site, and then asked to "apply" from there.

3. Commissions
We will pay you $50 to $100 commission for every customer referred by you who purchases a new credit card terminal, software, or an Internet Payment Gateway. Commissions are paid twice a month. You are not allowed to receive a commission by referring yourself or by referring yourself through another affiliate. We reserve the right not to pay out commissions on any referral on which we suspect this has occurred.

4. Promotion
You are free to promote the link to the Your Company Affiliate Program in all the ways possible excluding inappropriate Internet marketing techniques. Such includes sending unsolicited email, inappropriately posting in newsgroups or discussion forums and participating in any other format of spam. Violations will result in immediate termination of this Affiliate Agreement.

5. Limited License
We grant you a limited, non-exclusive, non-transferable license, during the term of this Agreement, to use text and images, owned by Your Company for the sole purpose of marketing, advertising and promoting Your Company’s site. You may not alter or modify the link or banner, or any of our images in any way without our permission. We reserve all of our rights in the icon, the message, any other images, our trade names and trademarks, and all other intellectual property rights. The license herein granted shall automatically and immediately cease upon the termination of this Agreement.

6. Term of the Agreement
The term 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 or email notice of termination. You are only eligible to earn commissions on sales occurring during the term.

7. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available commissions, commission schedules, payment procedures and Program rules. 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.

8. Relationship of Parties
You are an independent contractor and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or 10165employment relationship with us.

9. 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.

10. Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

11. 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 COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

12. Miscellaneous
This Agreement will be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts of general jurisdiction in the state of California, 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 be 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.