| TERMS This Agreement contains the complete
terms and conditions that apply to your participation as a member of Bangkok Street Whores
Program (the Program) operated by Sincom, Inc. (hereinafter, Company,
we or us). As used in this Agreement, you or your
means the applicant/participating member.
1. Enrollment in
this Program.
To begin the
enrollment process, you will submit a completed application through our website
http://www.BangkokStreetWhores.com. We will evaluate your application in good faith and
will notify you of your acceptance or rejection. We will reject your application if we
determine that you have provided inaccurate or incomplete signup information, determine
that you are under 18 years of age (21 in some jurisdictions) or determine that your site
is unsuitable for the Program for any reason, including, but not limited to, if your site
incorporates images or content that is unlawful, defamatory, obscene, harassing or
otherwise objectionable, such as sites that facilitate illegal activity or promote
violence or promote or assist others in promoting copyright infringement (collectively,
Content Restrictions). Again, you must be at least eighteen (18) years of age
(or older if legal age of majority is more than 18) to participate in this Program.
2. Utilizing Links
on Your Site.
As an affiliate
website of COMPANY (Affiliate Site), you may use any form of promotion you
choose, consistent with the terms of this Agreement. You may use banner advertisements,
button links and/or text links to our site (the Links), however, you cannot
employ deceptive language or misleading URL's in the Links, and you CANNOT MARKET BY
SENDING UNSOLICITED BULK E-MAILS!!! (As used herein, UBE, or Spam refers to
the transmission of unsolicited bulk e-mails, i.e., not derived from a verifiable opt-in
program or sent absent a prior business relationship with the recipient). Any activity by
you or on your behalf that we determine or reasonably suspect to be the result of an
unsolicited bulk e-mail program will result in your immediate termination from the Program
and your forfeiting of monies otherwise due you hereunder. Allowable promotional links may
contain COMPANY's trade names, service marks, and/or logos for display on your Affiliate
Site. Subject to the terms and conditions hereof, you are granted a limited,
non-exclusive, non-transferable license to access and download such Links and other
designated promotional materials for placement on your Affiliate Site for the sole and
exclusive purpose of promoting websites owned, operated or controlled by COMPANY. In
utilizing the Links, you agree that you will cooperate fully with us in order to establish
and maintain such Link or Links. A Link may only be visually modified with our consent.
3. Commissions.
50/50 Rev Share: We
will pay you a commission equal up to 50% of all monies earned from a subscribers
membership. You will receive 50% of the initial sign up, then 50% of the re-billing for
the duration of the customers membership.
The Commission Rate is
subject to change from time to time, upon e-mail notice to you and commencing the 10-days
following such notice. Note that a commission will only be paid if the visitor to our site
can be tracked by the system from the time of the Link to the time of the sale. No
commission will be paid if the visitor's payment to our site cannot be tracked directly to
your site by our system or if full payment for services is not made to us by the customer.
No commission will be paid for signups by you or anyone within your organization.
4. Commission
Payment.
Commissions due and
owing to you under the Program will be paid to you directly by COMPANY on a weekly basis
for the prior week's activity.
5. NO PASSWORD
SITES
We have the right to
immediately, and without notice, terminate your participation in the Program if we, in our
sole and exclusive judgement, conclude that you use a illegal PASSWORD SITE to advertise
silvercash, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS
OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY.
6. Non-Exclusive
Limited License and Use of Affiliate Logos and Trademarks.
You grant us a
non-exclusive license to utilize your names, titles and logos, trademarks (collectively
the Affiliate Trademarks), to advertise, market, promote and publicize in any
manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not
be required to so advertise, market, promote or publicize. You hereby represent and
warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the
right and power to grant to us the license to use same in the manner contemplated herein,
and such grant does not or will not (i) breach, conflict with or constitute a default
under any agreement or other instrument applicable to you or binding upon you, or (ii)
infringe upon any trademark, trade name, service mark, copyright, or other proprietary
right of any other person or entity. This license shall terminate upon the effective date
of the expiration or termination of this Agreement.
7. 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. You are not COMPANY's agent, and we shall have no
responsibility for the development, operation and maintenance of your site and for all
materials that appear on your site. You shall also be responsible for ensuring that
materials posted on your site do not violate or infringe upon any laws, including but not
limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for
example, copyrights, trademarks, privacy, or other personal or proprietary rights), and
ensuring that materials posted on your site are not libelous or otherwise illegal. You
must have express permission to use another party's copyrighted or other proprietary
material. We will not be responsible if you use another party's copyrighted or other
proprietary material in violation of the law. In addition to the foregoing, we will
immediately terminate your participation in the Program if we believe you have engaged in
any of the following:
- Unsolicited bulk
e-mail, IRC postings, forged header mailings or any other form of mailing, including but
not limited to, newsgroups or AOL customers or otherwise violate the anti-UBE policies of
ISPs or state law;
- Provide inaccurate or incomplete information to COMPANY concerning your identity, bank
account, address or other required information;
- Attempt to cheat, defraud or mislead us in any way;
- Misrepresent to the public the terms and conditions or content of our sites or your
sites;
- Promote passwords, MP3, or Warez;
- Own or operate a website in connection with a person who is under 18 years of age.
8. Test Joins
BangkokStreetWhores.com
/ Sincom does not pay for affiliate test joins. We have no problem with you testing your
account by joining yourself. But you must notify us by Email. Please Email us the date and
username you joined with, so we can cancel the join and payment. We will not pay on a join
we feel is a test join.
9. Term of the
Agreements.
The term of this
Agreement will begin upon our acceptance of your Affiliate 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 notice of termination. Notice by
e-mail, to your e-mail address on our records, is considered sufficient notice for to
terminate this Agreement. If this Agreement is terminated because you have violated the
terms of this Agreement you are not eligible to receive any commissions payments, even for
commissions earned prior to the date of termination. If this Agreement is terminated for
any other reason, you are only eligible to earn a commission on sales occurring during the
term of the Agreement, and commissions earned through the date of termination will remain
payable only if the related orders are not canceled or returned. We reserve the right to
withhold your final payment for a reasonable time to ensure that the correct amount is
paid.
10. Modification.
We may modify any of
the terms and conditions contained in this Agreement, at any time and in our sole
discretion. Notice of any change by e-mail, to your address on our records, or the posting
on our site of a change notice of a new agreement, is considered sufficient notice for
notifying you of a modification to the terms and conditions of this Agreement.
Modifications may include, but are not limited to, changes in the scope of available
commission fees, commission schedules, payment procedures, and Affiliate Program rules.
All such modifications shall take effect 48 hours after we serve notice as provided above,
unless we indicate otherwise. If any modification is unacceptable to you, your only
recourse is to terminate this Agreement. Your continued participation in the Affiliate
Program, following our posting of a change notice or new agreement on our site, will
constitute binding acceptance of the change.
11. Relationship of
Parties.
You and COMPANY 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. You are not an agent of the COMPANY
and COMPANY expressly disclaims responsibility for any conduct by you in violation of our
terms of agreement.
12. 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 Affiliate 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 Affiliate Program will not exceed the total commissions
paid or payable to you under this Agreement.
13. Disclaimers.
We make no express or
implied warranties or representations with respect to the Affiliate Program or any COMPANY
services or other items sold through the Program (including, without limitation,
warranties of fitness, merchantability, non-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.
14. Representations
and Warranties.
You hereby represent
and warrant to us that this Agreement has been duly and validly executed and delivered by
you and constitutes your legal, valid and binding obligation, enforceable against you in
accordance with its terms; and that the execution, delivery and performance by you of this
Agreement are within your legal capacity and power; have been duly authorized by all
requisite action on your part; require the approval or consent of no other persons; and
neither violate nor constitute a default under the (i) provision of any law, rule,
regulation, order, judgment or decree to which you are subject or which is binding upon
you, or (ii) the terms of any other agreement, document or instrument applicable to you or
binding upon you. Should any law enforcement agency or internet service provider provide
COMPANY with notice that you have engaged in transmission of unsolicited bulk e-mails or
have otherwise engaged in unlawful conduct or conduct in violation of said service
provider's terms of service, we reserve the right to cooperate in any investigation
relating to your activities including disclosure of your account information in connection
therewith.
15.
Confidentiality.
We may disclose to you
certain information as a result of your participation as part of the Program, which
information we consider to be confidential (herein referred to as Confidential
Information). For purpose of this Agreement, the term "Confidential
Information" shall include, but not be limited to, any modifications to the terms and
provisions of this Affiliate Program Agreement made specifically for your site and not
generally available to other members of the Affiliate Program, website, business and
financial information relating to COMPANY, customer and vendor lists relating to COMPANY
and any members of the Affiliate Program, other than you. Confidential Information shall
also include any information that we designate as confidential during the term of this
Agreement. You agree not to disclose any Confidential Information and that such
Confidential Information shall also include any information that we designate as
confidential during the term of this Agreement. You agree 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. Should you received a court notice, complaint or subpoena requesting or
seeking to compel disclosure of Confidential Information, you shall immediately inform
COMPANY and COMPANY shall have the right, and be given the opportunity, to obtain a
protective order to prevent disclosure of such Confidential Information. We make no
warranty, expressed or implied, with respect to any information delivered hereunder,
including implied warranties of merchantability, fitness for a particular purpose 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 we shall not have
any liability to you or to any other person resulting from your or such third person's use
of the information.
16.
Indemnification.
You hereby agree to
indemnify, defend and hold harmless COMPANY, its shareholders, officers, directors,
employees, agents, affiliates, successors and assigns, from and against any and all
claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of
any nature whatsoever incurred or suffered by us (collectively the Losses), in
so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any
claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights
of any third party; (ii) the breach of any promise, covenant, representation or warranty
made by you herein; or (iii) or any claim related to your site.
Any additional
questions or comments please contact Partners@BangkokStreetWhores.com
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