AFFILIATE
AGREEMENT
This Agreement is made between Les Schwartz, Inc. dba/DecisionBar Software
(hereinafter: “DBS” or DecisionBar Software), on one hand;
and
___________You, the Affiliate_______________
(hereinafter “AFFILIATE”), on the other,
Whereas DBS is a provider trading software, maintained and implemented via
various internet trading platforms (hereinafter: “third party”, “trading
platform”); and
Whereas The AFFILIATE wishes to refer customers to DBS; and
Whereas DBS wishes to acquire customers and prospect customers to further refer
to third parties and internet trading platforms; and
Whereas the AFFILIATE wishes to be remunerated for his successful efforts
marketing activities, mainly being referral of customers; and
Whereas DBS is willing to remunerate the AFFILIATE for such successful
referrals; and
Whereas DBS is an independent business organization, and AFFILIATE is an
individual contractor; and
Whereas nothing in this Agreement should imply or form any partnership, joint
venture, agency structure, franchise, sales representative, or employment
relationship, or a relationship of a principal and an agent between the parties;
The parties hereby agree:
[1] The preamble, as well as any and all appendices and/or amendments to this
Agreement are an integral part of it.
[2] The AFFILIATE has carefully read the terms and provisions to this Agreement,
and understood it all.
[3] DBS (DecisionBar Software) and AFFILIATE are entering into a
simple business agreement, being in the best interest of both parties.
[4] All copyrighted material and trademarked names and logos used in the course
of activity under this Agreement, by either one party or both, shall remain the
exclusive intellectual property of DBS. No transference of intellectual property
ownership or conveyance of rights is intended or conferred in this Agreement.
Sales and interests in this Agreement may not be transferred or sold to any
other entity, and all business engagements and activities between the parties
are subject to the terms of this Agreement. Such includes materials provided by
DBS to AFFILIATE, for the purpose of AFFILIATE’s implementation and/or usage,
and such provision shall not entitle AFFILIATE with any ownership or freedom to
use other than under DBS’s instructions.
[5] Further to the abovementioned, any publishing or advertising material made
and/or purchased and/or invested by AFFILIATE for the purpose and the course of
affiliation activities, shall belong to DBS, regardless of the identity of the
maker or purchaser of such material.
[6] In all cases of AFFILIATE’s addressing, or approaching, or communicating
with, any audience, such as advertising materials, approaching internet surfers,
approaching prospect readers via other-than-internet media channels, handling
internet interfaces with surfers and users, or any other method of contact or
correspondence with existing or prospect customers, DBS will have the full
authority to immediately cancel, cease or alter, upon DBS’s own discretion, such
communication method.
[7] Further to the abovementioned, all platform patterns, as well as all
advertising and communicating methods used by AFFILIATE, will be subject to
DBS’s approval, prior to AFFILIATE’s usage. Moreover, such includes materials
already provided by DBS to AFFILIATE, which will remain being subject to DBS’s
consent and approval prior to AFFILIATE’s implementation and/or usage.
[8] Both parties undertake and bind to maintain confidence in regards to any
matters of business conducted under this Agreement.
[9] AFFILIATE shall indemnify and hold DecisionBar Software harmless from any
and all legal actions, damages or liabilities incurred from the operations
conducted by AFFILIATE. Under no circumstances will DecisionBar Software be
liable, whether in tort, contract or otherwise, for indirect, incidental,
consequential, special or exemplary damages (including, but not limited to,
damages for any loss of revenue, profits, business interruption, loss of
business information or data, work stoppage, hardware or software failure, or
other pecuniary loss) arising from, or relating to, any provision of this
Agreement or the program.
[10] DecisionBar Software will own all right, title and interest in and to all
information that is created or collected in the operation of the DecisionBar
Software site, and reserves the right to amend or to terminate this Agreement at
any time, with or without notice to AFFILIATE.
[11] It is the full responsibility of AFFILIATE to market both DBS and the
Trading Platform (the third party), as well as any other products in a legal,
ethical and honest fashion, and AFFILIATE agrees that DecisionBar Software will
be held harmless from any and all actions of AFFILIATE and AFFILIATE’s marketing
and promotional programs.
[12] AFFILIATE shall at all times comply with all local and federal spam,
fax, broadcast and telemarketing, laws, directives and regulations. Any
AFFILIATE’s advertisement that does not comply with applicable local, state or
federal laws, is strictly forbidden and shall be held as an unauthorized use of
DecisionBar Software and the trading platform’s trademarks, marks and names.
[13] Further to the abovementioned, DBS will have the full authority to cease,
cancel or alter any publication or communicating method used by AFFILIATE,
whenever DBS finds that such material does not comply with DBS’s standards as
for positioning DBS’s or third party’s reputation and goodwill in the market.
DBS shall have the full authority, at its own discretion, to determine whether
the nature of such materials sufficiently comply with its standards, regardless
to their otherwise being legally or ethically compliant or non-compliant.
[14] Should action be brought against DecisionBar Software for such said
activity by AFFILATE, AFFILIATE agrees to bear all costs and penalties
associated with such activity, including, but not limited to, DecisionBar
Software legal costs for any alleged infraction of such laws, directives or
regulations.
[15] DecisionBar Software reserves the right to amend all pricing plans,
commissions or conditions relative to this agreement.
[16] DecisionBar Software reserves the right to terminate any relationship with
AFFILIATE, or the AFFILIATE’s business status with DBS, with or without specific
reasoning or cause, at its sole discretion, with or without notice. By joining
the DecisionBar Software affiliate program, AFFILIATE and AFFILIATE’s managers
and owners are tendering herein their personal guarantee to this Agreement’s
terms and conditions.
[17] AFFILIATE further agrees and warrants that it will comply with all local,
state and federal laws, directives and regulations (including, but not limited
to, the "CAN-SPAM" Act, effective January 1, 2004) regarding the sending of
e-mails and e-mail correspondence.
[18] DBS reserves the right not to accept an applicant into the Affiliate
Program based on site content. Sites that do not qualify for DBS’s Affiliate
Program include sites which
• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age
• promote illegal activities
• violate intellectual property rights
[19] DBS in no way participates in mass unsolicited emailing (i.e. spamming,
desktop scrapes), and AFFILIATE is expected to adhere to this policy as well.
Violation of this policy will result in the termination of this Agreement and
immediate dismissal from DBS’s Affiliate Program, with no refund. Furthermore,
an AFFILIATE caught spamming with DBS’s name will forfeit their affiliate
information and any commissions earned. If AFFILIATE violates this policy and it
causes damage or loss to our servers, or causes one, or more, of DBS’s (or DBS’s
third party platforms) web sites to be interrupted from normal service,
AFFILIATE will be held liable for damages and loss of business.
[20] Accordingly, Affiliate’s sending unsolicited e-mails to promote our sites
are strictly forbidden. Violation of this policy will result in the termination
of this Agreement and immediate dismissal from DBS’s Affiliate Program, with no
refund.
[21] In case that Affiliate has their own “opt-in” e-mail address list (e.g. –
surfers that positively selected the option to receive e-mails from the sender),
DBS may consider approving the sending of such e-mails as per Affiliate’s
request. Such request will be submitted in writing by Affiliate to DBS,
associated with all relevant info needed, and DBS may, at its own discretion,
respond with a written approval to Affiliate. More specifically, DBS does not
undertake to approve any of such requests, and in case it does approve such
mailing, separate approval will be needed for each single mailing batch.
[22] For clarification purposes, the definitions of Spam (or spamming) are:
• Sending any e-mail with to anyone that has not requested this particular
information or has agreed to criteria this email fulfills.
• Sending any e-mail with DBS’s name (or DBS’s third party trading platforms)
name to any type of "Safe List" or through any type of "Safe List" service.
• Sending any e-mail with DBS’s name (or DBS’s third party trading platforms)
name to any type of "lead" or "prospect" before you have received a request for
more information from them.
• Sending any e-mail with DBS’s name (or DBS’s third party trading platforms)
name to as part of a confirmation or thank you letter as a result of a posting
to a classified ad site or a FFA (Free for All Links) site. Even when DBS’s name
(or DBS’s third party trading platforms) name and domain name are not mentioned
or linked to in any way in AFFILIATE’s advertising, DBS encourages AFFILIATE’s
ethical and honest business practice, and respect for the privacy of others.
[23] To avoid even the appearance of Spam, AFFILIATE shall always include
“unsubscribe” information at the top and bottom of the email. Scumware is the
use of Pop-up banners that hide banners that are displayed on a site, placement
of icons beside keywords found in text that if clicked will take the visitor to
someone else’s site, etc. DBS promises it will not use such predatory
advertising methods. Further, AFFILIATE using such methods will have their
account terminated.
[24] AFFILIATE shall not issue, nor cause to be issued, any news/media/press
release that uses the DecisionBar Software or the trading platform’s
trademarks(s) without prior written consent from DecisionBar Software.
[25] For remuneration purposes, a newly referred customer shall be considered
“Active” on the date that the customer “activated” the DecisionBar Software. For
new customers, commissions become payable 40 days after the software is
activated, or 60 days after the initial purchase is made. This allows new
customers to request refunds per the guarantee posted on the DecisionBar.com
website.
[26] Commissions on renewals become payable 10 days after the customer is
charged, again to leave time for refund requests. Payments not
withstanding, commissions paid on customers which are subsequently refunded due
to charge-backs or any other circumstances will be deducted from affiliates
future commissions or must be paid to Les Schwartz, Inc. dba/DecisionBar
Software on demand.
[27] The method of DBS remunerating the AFFILIATE under this Agreement is
described and agreed upon in APPENDIX A to this Agreement. Appendix-A, as
well as any other amendment and/or appendix, from an integral and basic part of
this Agreement.
[28] The laws of the United States of America and the State of Florida shall
govern this Agreement. Should there be any legal dispute between the parties,
then both parties agree to bring the matter before arbitration/mediation in a
court of law of the State of Florida, should DecisionBar Software requests
arbitration/mediation, in lieu of formal legal process. Both parties mutually
agree that the sole legal venue for all disputes shall be the courts of law of
the State of Florida.
The parties have agreed upon this AGREEMENT provisions and terms.
By completing the Affiliate sign-up form, AFFILIATE hereby fully agrees with all
terms and provisions.
AGREEMENT
APPENDIX A
This APPENDIX is an integral part of the Agreement made between
Les Schwartz, Inc. dba/DecisionBar Software
(hereinafter: “DBS” or DecisionBar Software), on one hand;
and
___________You, the Affiliate_______________
(hereinafter “AFFILIATE”), on the other,
[1] The method of DBS remunerating AFFILIATE is based upon percentage of the Revenue generated from each customer referred by AFFILIATE being calculated weekly, updated and reported. The AFFILIATE will be entitled to an AFFILIATE commission of 25% (twenty-five percent) of the revenues generated from the referred customer, plus 10% (ten percent) commissions on sales of affiliates referred by the affiliate.
[2] For remuneration purposes, a newly referred customer shall be considered “Active” on the date that the customer “activated” the DecisionBar Software. For new customers, commissions become payable 40 days after the software is activated, or 60 days after the initial purchase is made. This allows new customers to request refunds per the guarantee posted on the DecisionBar.com website.
[3] Commissions on renewals become payable 10 days after the customer is charged, again to leave time for refund requests. Payments not withstanding, commissions paid on customer's sales which are subsequently refunded due to charge-backs or any other circumstances will be deducted from affiliates future commissions or must be paid to Les Schwartz, Inc. dba/DecisionBar Software on demand.
[4] The AFFILIATE PROGRAM has not been implemented as a means for individual DecisionBar subscribers to discount their subscription fees. Each DecisionBar subscriber who becomes an AFFILIATE, and each AFFILIATE who becomes a DecisionBar subscriber, will not be paid commissions on his/her individual DecisionBar account and will not register as a personal referral.
[5] Commissions are calculated and paid weekly.
The parties have agreed upon this AGREEMENT and this APPENDIX A provisions and
terms.
By completing the Affiliate sign-up form, AFFILIATE hereby fully agrees with all
terms and provisions.