| This Affiliate
Referral Agreement ("Agreement")
is made by and between SpamSmack,
LLC, a Utah Limited Liability Company,
with its primary place of business
at 1171 E. Expressway Lane,
Spanish Fork, UT 84660 ("spamsmack.com"),
as operator of the World Wide Web
site located at www.spamsmack.com
("SpamSmack"), and you
("Affiliate"), collectively
referred to herein as the "Parties." |
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| 1. Purpose |
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| Upon execution of this Agreement by the Parties, Affiliate shall be enrolled in SpamSmack's Affiliate Referral Program (the "Program"). The Program is intended to generate monetary rewards to the Affiliate based upon the Affiliate's referral of paying customers (the "Customer" or "Customers") to SpamSmack. |
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| 2. Roles and Responsibilities |
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2.1 Role of
Affiliate. Affiliate hereby agrees
to actively engage in the referral
of customers to SpamSmack. Referrals
may be generated by promotions,
including but not limited to text
or graphical hyperlinks to spamsmack.com
from Affiliate's World Wide Web
site; email campaigns initiated
by Affiliate to Affiliate's clients,
partners and other associates;
or word of mouth. Affiliate will
refer Customers to spamsmack.com
for all information regarding terms
and conditions of service on spamsmack.com.
2.2 Role of SpamSmack. In order
to facilitate Affiliate's Customer
referrals, SpamSmack will provide
Affiliate with promotional materials
that may include, but are not be
limited to, text advertisements
with hyperlinks to spamsmack.com
and graphical ads with embedded
hyperlinks to spamsmack.com. In
addition, SpamSmack will monetarily
compensate Affiliate according
to the terms set forth in Section
4 of this Agreement. |
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| 3. Qualification of the Customers: |
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In order for Affiliate
to receive commission for referral
of a Customer to SpamSmack, the criteria
set forth in Sections 3.1 through
3.2 of this Agreement must be met.
Determination of a Customer's qualification
under the conditions set forth in
Sections 3.1 through 3.2 of this
Agreement shall be at the sole discretion
of SpamSmack, and all decisions pertaining
to the determination of a Customer's
qualification to be counted toward
Affiliate's referral commissions
shall be considered final.
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3.1 Failure to Collect Customer's
Funds. In the event that SpamSmack
is unable to redeem the Customer's
method of payment of initial deposit,
due to, but not limited to, failure
of Customer's creditor to honor
a credit card sales draft, Customer
shall be immediately deemed ineligible
as a commissionable referral for
Affiliate.
3.2 Reporting of Affiliate as
Referrer. In order for Affiliate
to receive payment of commission
for referring any Customer, the
Customer must identify Affiliate
to SpamSmack at the time at which
the Customer completes the SpamSmack
Customer sign-up process. Identification
of Affiliate as the referring entity
may be accomplished by either of
two means, as outlined in Sections
3.2.1 and 3.2.2 of this Agreement.
3.2.1 Referring Link. The Customer
may identify Affiliate to SpamSmack
by clicking on a hyperlink provided
by Affiliate and completing the
SpamSmack Customer sign-up process
at the time that said hyperlink
is activated. In order to qualify,
the hyperlink provided by Affiliate
to the Customer must contain the
exact Universal Resource Locator
provided by SpamSmack to Affiliate
upon Affiliate's acceptance into
the Program (the "Referring
Link"). SpamSmack will not
be held liable for any errors in
the Referring Link that occur as
a result of actions taken by either
Affiliate or the Customer.
3.2.2 Unique Identifier. During
the Customer sign-up process, the
Customer may enter Affiliate's
unique identifier in the space
designated for such information.
A unique identifier in the form
of a numeric code will be assigned
to Affiliate upon Affiliate's acceptance
into the Program.
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| 4. Commissions: |
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| SpamSmack will
pay Affiliate a commission of $100
(US) or 25% (whichever is greater)
for each qualifying Customer providing
the Customer remains a paying client
of SpamSmack for a minimum time period
of thirty (30) days, such time period
shall be considered to begin upon
completion of the SpamSmack Customer
sign-up process. The sign-up process
shall be considered complete when
the customer's account receives its
first email. In the event that the
Customer elects to terminate Customer's
SpamSmack account within 30 days,
no commission shall be due or paid
to Affiliate. In the event that the
referral was a previous customer
of SpamSmack, no commission shall
be due or paid to Affiliate. |
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| 5. Disbursements: |
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| SpamSmack will
issue Affiliate commission payments
in the form of a corporate check
drawn in U.S. funds or via PayPal
by the fifteenth (15th) day of each
calendar month in which Affiliate
is entitled to commissions. Commissions
for any individual Customer will
be paid to Affiliate no sooner than
thirty (30) calendar days following
receipt by SpamSmack of said Customer's
qualifying initial deposit. |
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| 6 Term: |
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| The term of this
Agreement shall be two (2) calendar
years from date of execution of this
Agreement by authorized representatives
of both SpamSmack and Affiliate. |
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| 7. Modification: |
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| SpamSmack reserves
the right to modify the terms and
conditions of the Program at any
time and without prior notice to
Affiliate. A current copy of the
terms and conditions of the Program
shall be maintained by SpamSmack
at all times, and may be accessed
on the World Wide Web via the following
Universal Resource Locator: http://www.spamsmack.com/affiliate_terms.php |
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| 8. Governance: |
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| This Agreement
shall be governed by the laws of
the State of Utah and any and all
disputes arising from this Agreement,
whether initiated by SpamSmack or
Affiliate, shall be filed with a
court with its primary facility located
in Utah County, Utah. |
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| 9. Recovery of Expenses |
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| In any action
at law or in equity to enforce any
of the provisions or rights under
this Agreement, the prevailing party
shall be entitled to recover from
the unsuccessful party all costs,
expenses and reasonable attorneys'
fees incurred by the prevailing party,
including, but not limited to, such
costs, expenses and fees on appeal;
if such prevailing party shall recover
judgment in any such action or proceeding,
such costs, expenses and fees, including
those of expert witnesses and attorneys'
fees, shall be included as part of
the judgment. |
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| 10. Control of the Agreement |
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| This Agreement
shall be construed without regard
to the identity of the person who
drafted its various provisions; each
and every provision of this Agreement
shall be construed as though each
of the Parties participated equally
in drafting same, and any rule of
construction that a document is to
be construed against the drafting
party shall not be applicable to
this Agreement. |
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| 11. Scope |
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| This Agreement represents the sole representations
of the Parties and supersedes any
and all previously made warrants
and conditions, expressed orally
or in written documents, pertaining
to the relationship between the Parties. |
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