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PRESS-RELEASE-WRITING.COM AFFILIATE PROGRAM TERMS AND CONDITIONS

This Master Agreement ("Agreement") is made between Press-Release-Writing.com ("Merchant") and PRW Affiliate Partner ("Partner"). 

BACKGROUND

Partner and Merchant are each enrolled in PRW Affiliate Program. 
Partner and Merchant each desire to establish the general terms and conditions, which shall govern commission arrangements between Partner and Merchant which result from their participation in PRW Affiliate Program.

ENROLLMENT

To begin the enrollment process, you must submit a complete PRW Affiliate Program Application via our Web site (Click Here). We will evaluate your application in good faith and will notify you via email of your acceptance or rejection. We may reject your application if we determine at our sole discretion that your site is unsuitable for the PRW Affiliate Program for any reason. Unsuitable sites include, but are not limited to sites that:

- Promote sexually explicit materials; 
- Promote violence; 
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; 
- Promote illegal activities; 
- Incorporate any materials that infringe or assist others to infringe on any copyright, trademark or other intellectual property rights. 

If we reject your application, you are welcome to reapply to the Affiliate Program at any time. We will review your application again at that time. 

TERMS AND CONDITIONS 

In consideration of the promises set forth below, we agree as follows:

1. Confidentiality

1.1 Merchant may disclose to Partner certain information as a result of participation as part of the PRW Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of the PRW Affiliate Program Agreement made specifically for Partner site and not generally available to other members of the PRW Affiliate Program; Web site, business and financial information relating to Press-Release-Writing.com; customer and vendor lists relating to Press-Release-Writing.com; and pricing and sales information for Press-Release-Writing.com and any members of the PRW Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. 

1.2 Partner agrees not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 if same is required by law or legal process. Merchant makes no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and Merchant shall not have any liability to Partner or to any other person resulting from your or such third person's use of the information. 

2. Offers

2.1 Merchant posts on Press-Release-Writing.com offers to pay to participants in the PRW Affiliate Program a specified commission in return for certain services leading to a Qualifying Link (defined below). If such offers receive a cash value within the Press-Release-Writing.com ordering system they shall be deemed to be an "Offer" for purposes of this Agreement.

2.2 If an Offer made by one party is accepted by the other party, in accordance with the Offer's terms via Press-Release-Writing.com, an "Engagement" will have been formed. The Engagement shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.

2.3 At any time Merchant may with or without notice (a) change, suspend or discontinue any aspect of an Offer without liability of any kind or (b) remove, alter, or modify any graphic or banner ad submitted by Merchant for an Offer or an Engagement. Partner agrees to promptly implement any request from Merchant to remove, alter or modify any graphic or banner ad submitted by Merchant that is being used by Partner as part of an Engagement.

3. Partner's Responsibilities 

3.1 Partner will link its site to areas within Merchant's site using special URLs specified in the Engagement (the "Required URLs"). Partner may post as many links to the Required URLs as it likes on Partner's site. The position, prominence and nature of links on the Partner's site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Partner.

3.2 Partner agrees not to make any representations, warranties or other statements concerning Merchant, Merchant's site, any of Merchant's products or services, or Merchant's site policies, except as expressly authorized by the Engagement.

3.3 Partner is responsible for notifying Merchant of any malfunctioning of the Required URLs or other problems with Partner's participation in the Engagement. Merchant will respond promptly to all concerns upon notification by Partner.

3.4 Partner will be solely responsible for the development, operation, and maintenance of Partner site and for all materials that appear on Partner site. This includes insuring that reviews, product descriptions, and articles on Partner site comply with all applicable copyright and other laws. You must request permission to use another party's copyrighted or other proprietary material. Merchant will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law

4. Commissions 

4.1 Merchant agrees to pay Partner commission (25%) on the actual sale price of the products or services (excluding sales taxes, other similar charges and shipping and handling fees) less charge backs for refunds and cancellations specified in the Engagement if Merchant sells to a visitor to Merchant's site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Merchant's site and purchased the product or service via a Qualifying Link.

4.2 Commissions are calculated and paid on a monthly basis. Merchant reserves the right to debit future commissions based on previous paid commission(s) that has been retracted by Customer due to charge backs for refunds and cancellations or fraud. If there are no future commissions Thirty (30) days after retracted order, Merchant will send Partner a remittance request, which must be paid upon receipt. The Commission Payment system is subject to change at any time or from time to time at Merchant's sole and absolute discretion. Partner will be notified of any change in the Commission Payment system.

4.3 A "Qualifying Link" is a link from Partner's site to Merchant's using one of the Required URLs or any other URL provided by Merchant for use in PRW Affiliate Program. This Qualifying Link is only accepted by Merchant if the required identification "cookie" set by Press-Release-Writing.com is recognized as a Qualifying Link initiated by Partner. This Qualified Link is valid for a minimum of six (http://www.web-imagination.net/spacer.gif) months or until identification "cookie" is removed or overwritten by Customer or other outside source.

4.4 No commission will be paid if Customer's visit to Merchant's site and/or Order cannot be tracked by Merchant's system, i.e., identification "cookie."

4.4 All determinations of Qualifying Links and whether a commission is payable will be made by Press-Release-Writing.com. Prices for the products and services will be set solely by Merchant in its discretion.

4.5 Merchant will process all orders placed by Customers who follow the Qualifying Links from Partner site to the Press-Release-Writing.com site. Merchant reserves the right to reject orders that do not comply with certain requirements that Merchant periodically may establish. Merchant will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. Partner acknowledges that all agreements relating to customer sales shall be between the Customer and Merchant. We will track the volume and amount of sales generated by Partner site and will make unaudited reports, summarizing this sales activity, available to you through our PRW Affiliate Program. The form, content, and frequency of the reports may vary from time to time at Merchant discretion. To permit accurate tracking, reporting, and fee accrual, Partner must ensure that the Qualifying Link between Partner site and Merchant site are properly formatted. 

4.6 Affiliates may not use a promotion code when placing an order that is eligible for a commission.

5. Ownership and Licenses 

5.1 Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

5.2 Merchant grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in PRW Affiliate Program, on Partner's site solely for the purpose of creating links from Partner's site to Merchant's site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Partner may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

5.3 Partner grants Merchant a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link from Merchant's site to Partner's site. Merchant will remove such graphic or banner ad upon Partner's request.

6. Termination 

6.1 Either party may terminate any Engagement at any time by deleting acceptance of the Engagement through PRW Affiliate Program. Termination of an Engagement shall not terminate this Agreement or any other Engagement.

6.2 Either party may terminate this Agreement at any time, for any reason, provided that provides at least five day's prior written notice of such termination to the other party. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

7. Representations 

7.1 Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) knowingly violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) knowingly contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

7.2 EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Cross-Indemnification 

8.1 Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

9. Limitation of Liability 

9.1 In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

9.2 The parties agree that Press-Release-Writing.com and its affiliates, officers, directors, employees and agents shall not be liable to either party, for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

10. General 

10.1 Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

10.2 Partner agrees not to use Merchant's services, Offers, Engagements, and Brands for chain letter, junk mail, "spamming" or illegal solicitations. Partner further agrees not to use Merchant's services to send any message or material that is unlawful, gives rise to civil liability or otherwise violates the community standards. 

10.3 PARTNER ACKNOWLEDGES THAT PARTNER HAS READ THIS AGREEMENT AND AGREES 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 PARTNER WEB SITE. PARTNER HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PRW AFFILIATE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 

10.4 This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Merchant's headquarters. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Merchant's headquarters to the attention of Merchant's legal department at Press-Release-Writing.com, C/O Accurate Online Solutions, 315 Fruitwood Lane, Knoxville, TN 37922.

10.5 This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.

10.6 The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 

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