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Terms Of Service
This Agreement contains the complete terms and conditions that
apply to your participation as a member/affiliate in the Referral Program of
ViralHost.Com and/or the establishment of links from your Web site and/or email
messages to our Web sites "ViralHost.Com ". As used in this Agreement, "we,"
"our" or "us" means ViralHOST Network., "you" or "your" means the applicant, and
"Services" means any item or service offered for sale by us on the ViralHost.Com
web site.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND EPP Viral Marketing LLC [dba "ViralHost.Com"].
BY SUBMITTING THE member/affiliate ONLINE APPLICATION, YOU (IF YOU ARE ACTING ON
BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON
BEHALF OF YOUR COMPANY) (THE "member/affiliate") AGREE(S) TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT
CAREFULLY BEFORE ACCEPTING ITS TERMS.
1. ENROLLMENT IN THE PROGRAM:
To begin the enrollment process, you will submit a complete member/affiliate
Application via our web site. We will process your application and you will
immediately be issued self replicating web pages with corresponding
member/affiliate ID number for the ViralHost.Com . We may reject your
application if we determine (in our sole discretion) that your site is
unsuitable for the member/affiliate Program for any reason.
Any person UNDER the age of 18 years must have approval of a parent or guardian
BEFORE registering with the ViralHost.Com and, once you have joined, submit a
copy of this written parent or guardian consent selecting the ViralHOST "Support
Page" from the "Select a Content Page" dropdown box of your ViralHOST Back
Office.
2. CORRECT member/affiliate CONTACT EMAIL ADDRESS:
Members/Affiliates are required to keep a current, active email address
registered in their member/affiliate Profile with ViralHost.Com at all times.
Failure to do so will result in immediate suspension of your ViralHost.Com
membership.
3. ACCEPTANCE OF NON SPAM NEWSLETTERS, NOTICES, AND OTHER COMPANY ELECTRONIC
MAILINGS:
Registering as a member/affiliate with ViralHost.Com requires you accept all
newsletters, notices and other company electronic mailings. If you do not wish
to receive these electronic communications, DO NOT register as a ViralHost.Com
member. False spam complaints will result in legal action for damages, costs and
interrupted revenue.
4. SPAM POLICY:
ViralHost.Com operate on a 'ZERO TOLERANCE' Spam Policy for their
member/affiliate domains. Any spam complaints will result in immediate
termination of your member/affiliate account and legal action for damages, costs
and interrupted revenue will immediately be registered.
5. Utilizing Our LINKS from YOUR SITE:
As a member/affiliate site ("member/affiliate Site"), we will make available to
you banner advertisements, button links, and/or text links to our site,
containing ViralHost.Com's logo and/or words identifying ViralHost.Com (each of
these links sometimes being referred to herein as "Links," or individually as a
"Link"), which subject to the terms and conditions hereof, you may display on
your site. In utilizing the Links, you agree that you will cooperate fully with
us in order to establish and maintain such Link or Links. All member/affiliate
Sites shall display such graphic images prominently throughout your site as you
see fit. A Link may only be modified and/or expanded with our consent. Each Link
connecting users of your site to our site, will in no way alter the look, feel
or functionality of our site. We have the right in our sole discretion to
monitor your site at any time and from time to time to determine if you are in
compliance with the terms of this Agreement.
6. ORDER PROCESSING:
We will be responsible for providing all information necessary to allow you to
make appropriate Links from your site to our site. However, all Links must be
approved by us. We will process orders and/or advertising sales placed by
clients who follow the Links from your site to your ViralHost.Com affiliate
site. We reserve the right to reject service orders or advertising orders that
do not comply with certain requirements which we may establish from time to
time. We will be solely responsible for all aspects of service orders and/or
advertising order processing and fulfillment, including orders and/or
advertising entry, payment processing, cancellations, returns and related client
service. We will track the volume and amount of sales generated by your site and
will make unaudited reports, summarizing this sales activity, available to you
through your member/affiliate Administration site. The form, content, and
frequency of the reports may vary from time to time at our discretion. To permit
accurate tracking, reporting, and commission accrual, you must ensure that the
Links between your site and your ViralHOST.com affiliate site are properly
formatted.
7. COMMISSION & BONUS PAYMENTS:
We will pay you commissions on a monthly basis. Approximately 15 days following
the end of each month, we will send you a check for the commissions earned on
Services that we sold during that month, less any taxes that we are required by
law to withhold. However, if the commissions payable to you for any month is
less than $25.00, we will bring these commissions forward to the next month
until total amount due is at least equal to, or more, than the $25.00 minimum
payment issuance amount. If Services that generated a commission are returned by
the client, we will deduct the corresponding commission from your next monthly
payment. Commission(s) are subject to change at any time or from time to time,
in our sole and absolute discretion. You will be notified of any change in the
Commission Structure, pursuant to the provisions of 'Commission Plan' for this
member/affiliate Agreement. ViralHost.Com, retains the option of reviewing all
commissions prior to disbursing funds to you. This process will require a period
of approximately fifteen (15) days. ViralHost.Com, also retains the right to
review all commissions for possible fraud, including but not limited to the use
of software that generates real and fictitious email addresses for newsletter
and other subscriptions. Any incidence of fraud constitutes a breach of this
Agreement, and ViralHost.Com, retains full authority to terminate your
member/affiliate contract immediately and without notice.
8. POLICIES and PRICING:
Clients who buy Services or Products through the member/affiliate Program of
ViralHost.Com will be deemed to be clients of ViralHost.Com. Accordingly, all
ViralHost.Com, rules, policies, and operating procedures concerning client
service purchases, member/affiliate advertising orders, client service, and
sales will apply to those clients. We may change our policies and operating
procedures at any time. We will determine the prices to be charged for hosting
and other services sold under the member/affiliate Program in accordance with
our own hosting pricing policies. Hosting services pricing and availability may
vary from time to time.
9. Non-EXCLUSIVE -
Limited License and Use of ViralHost.Com Logos and Trademarks:
We grant you a non-exclusive, non-transferable, revocable right to;
a] access our site through links solely in accordance with the terms of this
member/affiliate Agreement, and;
b] solely in connection with such links, to use our logos, trade names,
trademarks and similar identifying material (collectively "Licensed Materials"),
solely for the purpose of selling our services on your site(s) for ViralHost.Com.
You may not alter, modify or change the Licensed Materials in any way. You are
only entitled to use the Licensed Materials to the extent you are a
member/affiliate, in good standing, of the ViralHost.Com member/affiliate
Program. You shall not make any specific use of any Licensed Materials for
purposes other than selling our services for the ViralHost.Com. You agree not to
use the Licensed Materials in any manner that is disparaging or that otherwise
portrays ViralHost.Com in a negative light. We reserve all of our rights for the
Licensed Materials, and all other intellectual property rights. We may revoke
this license at any time by giving you written notice in accordance with the
provisions of this member/affiliate Program Agreement. You shall retain no
rights in and to the Licensed Materials. You shall not create, publish,
distribute or permit any written material that makes reference to us, without
first submitting such material to us and receiving our written consent. This
license shall terminate upon the effective date of the termination of this
Agreement.
10. Non-EXCLUSIVE -
Limited License and Use of members Logos and Trademarks:
You grant us a non-exclusive license to utilize your names, titles and logos,
trademarks (collectively the "member/affiliate Trademarks"), to advertise,
market, promote and publicize in any manner in accordance with 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 member/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;
a] breach, conflict with or constitute a default under any agreement or other
instrument applicable to you or binding upon you, or;
b] 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.
11. RESPONSIBILITY for YOUR SITE(s):
You will be solely responsible for the development, operation and maintenance of
your site(s) and for all materials that appear on your site(s). We shall have no
responsibility for the development, operation and maintenance of your site(s)
and for all materials that appear on your site(s). You shall also be responsible
for ensuring that materials posted on your site(s) do not violate or infringe
upon 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(s) 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. We disclaim all liability
for such matters. Further, you will indemnify and hold us harmless from all
claims, damages, and expenses (including, without limitation, attorneys' fees
and expert witness fees) relating to the development, operation, maintenance,
and contents of your site(s).
11a. RESTRICTIONS on Hosted Web Domain CONTENT:
EPPViralHost LLC caters to family orientated websites. For this reason, the
following types of Internet Websites are 'RESTRICTED' from being hosted and/or
promoted via ViralHost.Com.
a] NO adult rated websites, hate mongering or discrimination related content
websites
b] NO PONZI, INVESTMENT or Get Rich Quick Schemes are allowed to be promoted,
directly or indirectly. ALL Websites that include any type of self-employment,
start-up businesses, or
investment scheme where the claims of profit or returns on investment are
unrealistic or unsupported are allowed.
By US Law, if any business opportunity advertises any form of income, the person
or company making the offer is required to support any claims regarding earnings
or profits with written verified documentation. Most countries have adopted
similar laws, check for your specific requirements with the appropriate
authorities in your area.
12. TERM of AGREEMENT:
This term of this member/affiliate Agreement will begin upon our acceptance of
your member/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 notice of termination. Notice by e-mail, to
your address on our records, is considered sufficient notice for us 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.
13. 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 or 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 member/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 member/affiliate Program, following our posting
of a change notice or new agreement on our site, will constitute binding
acceptance of the change.
14. RELATIONSHIP of PARTIES:
You and ViralHost.Com, 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 Agreement.
15. 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 member/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 member/affiliate Program will not exceed the total commissions
paid or payable to you under this Agreement.
16. GENERAL DISCLAIMERS:
We make no express or implied warranties or representations with respect to the
member/affiliate Program or any Services or other items sold through the
member/affiliate 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, or, our web hosting servers, will
be uninterrupted or error-free, and we will not be liable for the consequences
of any interruptions or errors with our services.
17. REPRESENTATIONS and WARRANTIES:
You hereby represent and warrant to us that this member/affiliate 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
member/affiliate 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;
a] provision of any law, rule, regulation, order, judgment or decree to which
you are subject or which is binding upon you, or;
b] the terms of any other agreement, document or instrument applicable to you or
binding upon you.
18. CONFIDENTIALITY:
We may disclose to you certain information as a result of your participation as
part of the member/affiliate Agreement, 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 this
member/affiliate Agreement made specifically for your domain and not generally
available to other members of the member/affiliate association, website,
business and financial information relating to ViralHost.Com client,
member/affiliate and vendor lists relating to ViralHost.Com and pricing and
sales information for ViralHost.Com and any person of the member/affiliate
association, 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 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. 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.
Except as otherwise provided in this member/affiliate 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 member/affiliate
Agreement, business and financial information, client and vendor lists, and
pricing and sales information, concerning us or you, respectively shall remain
strictly confidential and secret and shall not be utilized by such party for its
own business purposes or for any other purpose except and solely to the extent
necessary to exercise rights and perform obligations under this member/affiliate
Agreement.
The foregoing restrictions will not apply to information to the extent it
1] was known to the receiving party at the time of disclosure;
2] has become publicly known through no wrongful act of the receiving party;
3] has been rightfully received from a third party under no obligation to the
disclosing party;
4] has been disclosed by court order or as otherwise required by law if the
receiving party has given the disclosing party a reasonable opportunity to
contest or limit the scope of such required disclosure or;
5] is consumer information collected on the ViralHost.Com website or from their
electronic publication(s) mailing list(s) and is used for marketing purposes
provided that ViralHost.Com, will not sell or transfer the information to any
third party for their use.
19. INDEMNIFICATION:
You hereby agree to indemnify, defend and hold harmless ViralHost.Com, its
shareholders, officers, directors, employees, agents, affiliates, members,
successors and assigns, from and against any and all claims, losses,
liabilities, damages or expenses (including attorney's 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;
1] any claim or threatened claim that our use of the member/affiliate Trademarks
infringes on the rights of any third party;
2] the breach of any representation or warranty made by you herein; or,
3] or any claim related to your site.
20. INDEPENDENT INVESTIGATION:
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS member/affiliate 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
COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN OUR member/affiliate PROGRAM AND ARE NOT
RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH
IN THIS AGREEMENT.
21. EARNINGS DISCLAIMER:
ViralHost.Com OFFERS NO CLAIMS, WRITTEN OR OTHERWISE, TO SUGGEST OR IMPLY, ANY
EARNINGS FROM THIS member/affiliate PROGRAM. ALL EARNINGS, COMMISSIONS AND/OR
BONUSES TO BE EARNED FROM THIS member/affiliate PROGRAM WILL BE GENERATED SOLELY
BASED ON THE EFFORTS AND PERFORMANCE OF THE INDIVIDUAL member/affiliate. ANY AND
ALL REFERENCES TO INCOME ON OUR WEB SITES OR IN OUR ELECTRONIC PUBLICATIONS ARE
SOLELY TO SHOW THE CONCEPT AND RESULTS THAT MAY BE ATTAINED BY OUR SUCCESSFUL
member/affiliates.
22. MISCELLANEOUS:
This Agreement will be governed by the laws of the United States and the State
of Nevada, without reference to rules governing choice of laws. Any action
relating to this member/affiliate Agreement must be brought in the federal or
state courts located in Las Vegas, NV, and you irrevocably consent to the
jurisdiction of such courts. You may not assign this member/affiliate Agreement,
by operation of law or otherwise, without our prior written consent. Subject to
that restriction, this member/affiliate Agreement will be binding on, inure to
the benefit of, and 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
member/affiliate Agreement.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND EPP Viral Marketing LLC [dba "ViralHost.Com"],
BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THE member/affiliate ONLINE
APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR
YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE
"member/affiliate") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
member/affiliate AGREEMENT. PLEASE READ THIS ENTIRE member/affiliate AGREEMENT
CAREFULLY BEFORE ACCEPTING ITS TERMS.
September 1, 2010
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