
Affiliate Program Operating Agreement
This Agreement, made and entered by and between TALK121.com, d/b/a
ChatDollars both of which are referred to herein individually or
together as “ChatDollars “or “TALK121“and you, the affiliate ("you"
or "affiliate"), contains the complete terms and conditions that
apply t o your participation in the ChatDollars Affiliate Program
(the " Affiliate Program" or "Program").
1. Terms of the Agreement
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 commission on sales
occurring during the term.
You must use a valid email address through which you can be reached
to participate in the ChatDollars Affiliate Program. If you do not,
your account will be deactivated.
2. Compensation Defined
Affiliates may choose either the CPA payout program or the
Commission of sales based program. The affiliate can elect only one
of these two options. The percentage that any affiliate is paid out
at is called the “affiliate level ."
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Commission
based. For a sale which ChatDollars makes as a result of a
direct referral by an affiliate, that affiliate will receive a
commission of 15% of the selling price of the product sold and
10% on all reorders of that customer so long as the reorder
occurs while the affiliate is a current ChatDollars affiliate
member.
A commission fee will only be paid to an affiliate after the
customer has made payment in full to ChatDollars for the sale.
Any sale returns or credits will function in the same manner,
but as a deduction to the commission due to the affiliate. Top
producers bringing in 50 or more sales a month will receive 18%
on all new orders and 10% on all reorders for the life of the
customer so long as the reorder occurs while the affiliate is a
current ChatDollars affiliate member.
Second tier. Affiliates will receive 5% of all sales of
webmasters that you refer to the program. This will be paid out
on all first time orders and also on all reorders for the life
of the customer so long as the reorder occurs while the
referring webmaster and the affiliate are current ChatDollars
affiliate member.
- CPA (cost per action) The
affiliate will receive .10 cents for every male that calls one
of our chat systems and receives and activates a FREE promo
code. See section (27) for qualification
3.
Termination
Upon termination of this Agreement for any reason, you will
immediately cease use of, and remove from your website(s), all
links to our website(s), and all TALK121 and/or ChatDollars
trademarks, trade dress, and logos, and all other materials
provided by or on behalf of TALK121 and/or ChatDollars to you
pursuant hereto or in connection with the Program.
4. Modifications to the Agreement
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 this site. Modifications may
include, for example, changes in the scope of available
commission structure, fee 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.
5. Eligibility in the Program
Employees of TALK121.com, ChatDollars, its subsidiaries, parent
companies or sister companies and the immediate family members
of such employees are not eligible to participate in the
CHATDOLLARS.com Affiliate Program.
6. Enrollment in the Program
To begin the enrollment process, you will submit a complete
application from our website. 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 (at our
sole discretion) that your site is unsuitable for the Program.
If we reject your application, you are welcome to reapply to the
program at any time. You should also note that if we accept your
application and your site is thereafter determined (at our sole
discretion) to be unsuitable for the program, we may terminate
this agreement at any time.
Your site must at a minimum:
- Generate sufficient
traffic to our websites;
- Attract a customer base
who may be interested in computer products;
- Not promote inappropriate
or illegal pornographic or sexual materials.
- Not promote violence such
as: fire arms, terrorists organizations and/or related
sites;
- Not promote discrimination
based on race, sex, religion, nationality, disability,
sexual orientation, or age;
- Not promote illegal
activities such as: drugs, contraband, and/or related sites;
- Not promote political
organizations, gambling/casino, and/or related sites;
- Not violate the
intellectual property rights of ChatDollars or TALK121.
These are
merely guidelines, and TALK121 and/or ChatDollars reserves
the right, at its sole discretion, to reject any
applications and to terminate any affiliate agreement at any
time.
7. Privacy Policy
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 TALK121 and/or
ChatDollars 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 through a source or sources other
than such party hereto or its affiliates.
Upon termination of this Agreement for any reason, you will
immediately cease use of, and remove from your site, all
links to our site, and all TALK121.com or ChatDollars
trademarks, trade dress, and logos, and all other materials
provided by or on behalf of us to you pursuant hereto or in
connection with the Program.
8. Fraud/Misrepresentation/False Information
If you commit fraud or misrepresent or falsify any
information in connection with the registration of members
in CHATDOLLARS.com through the links on your site, this
Agreement will be terminated immediately. In addition, you
will be liable to CHATDOLLARS.com for any and all damages
that CHATDOLLARS.com suffers as a result of such actions.
You will also be responsible for returning to
CHATDOLLARS.com all commissions received for members
obtained through false information, misrepresentations or
fraud, and we will not hesitate to pursue all legal remedies
against you to the fullest extent possible under the law.
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 one month's
commission paid or payable to you under this Agreement.
10. Relationship of Parties
You are an independent contractor, 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
website(s) or otherwise, that reasonably would contradict
anything in this Section. CHATDOLLARS.com may cite your name
or URL in connection with your participation in the program
in materials including but not limited to postings on our
site, newsletters, advertisements, and other communications.
11. Payment to Affiliates
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Commissions will be paid by means of a check or PayPal.
No other payment options are available at this time.
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Commissions will be paid in U.S. dollars only.
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Commission checks will be made payable to the order of
the person and/or company name designated on the
affiliates application at the time of sign-up.
Absolutely no exceptions will be made to this rule.
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Commissions are accrued on a 30/31 day calendar month.
Failure to provide ChatDollars with a correct address,
or if checks mailed to You are returned to Talk121.com
or ChatDollars, will result in forfeiture of any amounts
otherwise due to You hereunder. Updated contact
information should be provided to affiliate@Talk121.com.
Any attempt by an affiliate to manipulate, falsify or
inflate Referrals, to defraud Talk121.com or to violate
the terms of this Agreement constitutes immediate
grounds for Talk121.com to terminate this Agreement and
will result in forfeiture of any amounts otherwise due
to You hereunder.
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Commissions are calculated based on the achieved
'Affiliate Level' and the 'Total Net Sales Generated'
(less any applicable taxes, service charges, credit card
processing fees, returns, cancellations, charge backs
and bad debt) amount for that month. All sales are
verified. CPA payouts are calculated based on the number
of activated Promo accounts that are given out
associated with the affiliates number.
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Commissions are paid on a monthly basis when the
affiliate's account has reached a minimum threshold of
$25.00. Accounts with a balance of less than $25.00 will
roll over to the next month.
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Commission payments to the affiliate will be mailed on
the 11th day of the month. Should the 11th day fall on a
weekend, checks will be mailed on the next business day.
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No
commission will be paid if for any reason an affiliate's
referred visitor returns or cancels an order. If the
affiliate has already received commission for a returned
or canceled order, the earned commission will be
reversed from the affiliate's account. If an exchange is
made from an order and results in a lesser sale amount,
the earned commission will be reversed from the
affiliate's account. The new commission amount will then
be reflected. If an exchange is made from an order and
results in a greater sale amount, the additional earned
commission will be added to the affiliates account.
12. Tracking of Sales
CHATDOLLARS.com will be solely responsible for tracking sales made
to customers who follow an affiliate's links or inputs or mentions
the affiliate's code. An affiliate will be solely responsible for
ensuring that its links are formatted properly and maintained in a
manner, which allows CHATDOLLARS.com to track such sales. No
commission shall be paid if the application cannot be tracked by
CHATDOLLARS.com or if the customer accesses the TALK121.com site
other than through the affiliate's links and does not input or
mention the affiliate's code.
13. Order Processing
ChatDollars will process orders placed by customers who follow links
from your site to the ChatDollars site. ChatDollars shall be
responsible for product payments, returns and related customer
service issues. ChatDollars reserves the right, in its sole
discretion, to reject any order(s).
14. Responsibilities of Your Website
You will be solely responsible for the development, operation, and
maintenance of your website and for all materials that appear on
your website.
You are solely responsible for:
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The
technical operation of your website and all related
equipment;
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The
accuracy and appropriateness of materials posted on your
website (including, among other things, all ChatDollars
product-related materials);
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Ensuring that materials posted on your website do not
violate or infringe upon the rights of any third party
(including, copyrights, trademarks, privacy, or other
personal or proprietary rights);
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Ensuring that materials posted on your website are not
libelous or otherwise illegal.
15.
Indemnification
We disclaim all liability and responsibility for the matters
listed in 14. Further, You agree to indemnify and hold
TALK121 and/or ChatDollars harmless from all claims,
damages, and expenses (including, without limitation, actual
attorneys fees and legal costs) relating to the development,
operation, maintenance, and contents of your website or any
other conduct you may engage in arising out of or relating
to your role as an affiliate (whether approved or rejected)
of TALK121 or ChatDollars.
16. Limited License
We grant you a nonexclusive, nontransferable, revocable
right to access our website through the links solely in
accordance with the terms of this Agreement, for the sole
purpose of linking your website to our website, solely for
the purpose of identifying your website as a participant in
the Program and assisting in increasing traffic to
ChatDollars. You may not alter, modify, or change the links
in any way. You are only entitled to use the links to the
extent that you are a member in good standing of the
ChatDollars Affiliate Program. We may revoke your license
anytime by giving you written notice.
17. Publicity
You shall not create, publish, distribute, or permit any
written material that makes reference to TALK121 or
ChatDollars without first submitting such material to
ChatDollars or TALK121 and receiving our consent.
Also, as an affiliate of ChatDollars.com, the affiliate
program for the website, Talk121.com, you may not advertise
Talk121 services and solicit members on any Internet forums,
boards, email service or communities that are the
trademarked and owned property of any other company designed
for use only by their registered members. "Roping" of
customers from any other company's member base by placing
personalized ads on their online product (or any other way)
is not an acceptable method of promoting Talk121 services
and is grounds for immediate termination as an affiliate. If
you engage in such conduct which exposes TALK121 or
ChatDollars to any claim, damages, expense or lawsuit by a
third party, you agree to indemnify and hold TALK121 and/or
ChatDollars harmless for any and all such claims, damages,
expenses (including actual attorneys' fees and legal costs)
or lawsuits.
18. Anti-Spam Policy
Affiliates will be removed from the ChatDollars Affiliate
Program and forfeit any pending commission if it is
determined they have sent or are sending any "spam" emails
(as determined by ChatDollars and/or TALK121). Spamming is
not allowed and will not be tolerated.
19. Anti-Predatory Policy
No affiliate will replace, intercept, interfere, hinder,
disrupt or otherwise alter in any manner the Web users E
access, view or usage of, or other aspect of the Web users E
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;
*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 ChatDollars 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
ChatDollars with respect to any individual transaction.
20. Affiliate Keyword Bidding Policy
Affiliates may not bid on any of our Trademarked names EVER
including but not limited to ChatDollars, Talk121, and
IntegraRX. This policy also extends to misspellings or
variations of our names. For example, affiliates can not bid
on the following: Integrarx, Intagrarx, Intigrarx, Integra
Rx, Integrx, TALKone2one, TALK 121, or any other variations
thereof.
Affiliates may not out-bid or overbid ANY of our keywords
found in Overture.
Affiliates may bid on ANY keywords or out-bid our keywords
in any other PayPerClick search engines EXCLUDING Overture.
21. 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 pop-ups 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 terminate the
affiliate agreement with any party that is using any type of
auto-cooking setting. If you are unclear as to what
constitutes auto cookie setting, please contact affiliates@chatdollars.com
for clarification.
22. Disclaimer
We make no express or implied warranties or representations
with respect to the ChatDollars Web site or the ChatDollars
Affiliate Program (including, without limitation, warranties
of fitness, merchantability, no trade mark or patent
infringement, or any implied warranties arising out of
course of performance, dealing, or trade usage). In
addition, we make no representation that the operation of
our website will be uninterrupted or error-free, and we will
not be liable for the consequences of any interruptions or
errors.
23. Venue/Dispute Resolution
The laws of the United States and the State of Washington
will govern this Agreement, without reference to rules
governing choice of laws. Any dispute arising out of or
relating to the operation or enforcement of this Agreement
or any parties' performance or nonperformance of any
obligation hereunder, shall be submitted to binding
arbitration in Seattle, King County, Washington State by a
single arbitrator. Such arbitration shall be conducted in
accordance with Revised Code of Washington 7.04, et seq . In
the event the parties cannot agree on the identity of an
arbitrator, any party hereto may petition the King County
Superior Court for the appointment of an arbitrator. The
parties shall jointly share the cost of the arbitrator's
fees. The substantially prevailing party at any arbitration,
as determined by the arbitrator, shall be entitled to an
award of his/her/its attorneys' fees and costs. The
arbitrator's decision shall be final, and not subject to any
appeal. You hereby consent to Seattle , King County ,
Washington as an appropriate, reasonable and convenient
venue for the resolution of any disputes hereunder.
24. Miscellaneous
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.
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. You
may not modify this Agreement.
25. 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.
26. Proper Age
BY ACCEPTING THIS CONTRACT, YOU CONFIRM YOU ARE AN ADULT OF
AT LEAST 18 YEARS OF AGE (19 OR 21 WHERE APPLICABLE) AND ARE
COMPETENT TO ENTER INTO THIS CONTRACTUAL RELATIONSHIP.
27. Lead to Sales Ratio Qualification
Effective September 1st 2004 the ChatDollars.com Affiliate
program has made a policy change. For the month of September
(2004) and for future commission periods any affiliate that
does not reach a Lead to Sale conversion ratio of at least
1% will not be paid for any of the leads acquired by the
affiliate or the affiliates 2nd Tier affiliates. This policy
will affect affiliates that have been ACTIVE in the program
for more than 90 days, which is a generous time period for
the majority of the leads to convert to sales. At the end of
the month we will calculate the number of sales divided by
the number of leads, if the affiliate’s ratio is below 1%
they will not be credited for any of the leads, but will
promptly be paid commissions for all sales that have
generated from the affiliate.
An example: If affiliate John Smith has been in the program
longer than 90 days at the beginning of August and generates
1000 leads, and 5 sales in the month of August then his Lead
to Sales ratio is .5%. he would not be paid for the 1000
Leads, only for the 5 Sales. The next month if he generates
1000 Leads and 12 Sales his lead to sales ratio is 1.2%, and
would then be paid for 1000 leads and 12 sales.
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