Mobistealth Affiliate Agreement
THIS AGREEMENT (the “Agreement”) is made between Pribno, Inc., a Nevada corporation d/b/a Mobistealth, (the “Company”), and your company ("You" or "Affiliate”) each of which may be referred to as "Party" and collectively "Parties".
WHEREAS Affiliate wishes to include certain materials promoting Company, and to include a link to Company’s website within those materials on Affiliate’s website;
Company reserves the right to amend this agreement as needed from time to time, and the Affiliate agrees that any and all such amendments will apply to the Affiliate. The starting of, or continuation of the Affiliate status, promoting or marketing the Company, Company products or services, or Affiliate's acceptance of income, shall constitute Affiliate's acceptance of this agreement along with any and all amendments. Affiliate agrees to review this agreement for any changes or additions, monthly or at the beginning of each affiliate payout cycle, whichever is sooner. The date of the last change or addition to this agreement is posted at the end of this document.
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1) Promotional Materials:
Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on the Affiliate’s website prominently and as the Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by the Company.
2) Use of Promotional Materials:
The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
a- Affiliate may only use Promotional Materials for the purpose of promoting the Company’s website (and the products and services available therein), and for linking to the Company’s website.
b- The Promotional Materials will be used to link only to the Company’s website, to the specific pages and addresses as specified by Company.
c- Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by the Company. If the Affiliate wishes to alter or otherwise modify the Promotional Materials, the Affiliate must obtain prior written consent from Company for such alteration or modification.
3) License:
Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4) Intellectual Property:
Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5) Relationship of Parties:
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
6) Affiliate’s Representations and Warranties:
Affiliate represents and warrants the following:
a- Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
b- Affiliate’s website does not contain any materials that are:
1- Sexually explicit, obscene, or pornographic;
2- Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
3- Graphically violent, including any violent video game images; or Solicitous of any unlawful behavior
c- Affiliate has obtained any and all necessary clearances, licenses, or other permission for any intellectual property used on the Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
d- Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
e- Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
f- Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement.
g- Affiliate is not permitted to purchase, bid on, or otherwise attempt to acquire any 'Mobistealth brand name keywords' with respect to Internet search engines or register or use domains that include the wording "Mobistealth" or any similar wording. Mobistealth brand name keywords or similar wording includes "Mobistealth" and any misspelling or variation of "Mobistealth" including, without limitation, "mobi stealth", "mobistelth", "mobi stelth", etc.
h- Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s website.
7) Coupons, Discounts & Deals
Use of any bogus or fake coupon/deals/offers is strictly prohibited and any affiliate found using these will be removed from our program immediately. Any Affiliate who want to use coupons/deals/offers should ask for valid coupons from the Company while the acceptance or rejection of these coupons is totally within the Company's discretion. The Company reserves the right to change, terminate, discontinue, or change the terms of these offers at any time.
8) Successful Conversion & Commission Eligibility:
a- In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate's compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a standard commission rate of 45% per sale for up to 99 sales a month. Once an affiliate makes over 100 sales a month he will be upgraded to 60% commission per sale for 99 to 200 sales in a month. The affiliate crossing 200 sales a month, will be rewarded with a commission of 75% per sales.
b- Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.
c- Company shall pay all Commissions accrued and payable to Affiliate between 15th to 20th of each month (the “Commission Payment Date”). All commissions shall be paid to a valid PayPal account provided by the Affiliate to the Company.
d- Affiliate is solely responsible for ensuring that their Affiliate Link is set up properly to track and record sales to qualify for commissions. The Company is not responsible for in case of failure when assigning any sale or commissions to Affiliate if the same results from the improper formatting of any affiliate links.
e- Company will save the "cookies" of the referring affiliate for a period of 90 calendar days after which the cookies will be deleted automatically or if the same user visits the Company website within the 30 day period referring from some other Affiliate link the cookies of the last referring Affiliate will remain in the system and conversion if completed will be credited to the last affiliate. The Company will pay commission only to the last Affiliate tracked through our Tracking system.
f- If a user is issued a refund for any reason then all commissions paid to Affiliate from purchase will be charged back against the next Affiliate payment due.
g- In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate
9) Indemnification:
Affiliate shall indemnify the Company and hold harmless the Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 6 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
10) Confidentiality:
Any information that the Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by the law, unless the Affiliate obtains prior written consent for such disclosure from Company.
11) Term:
a- This Agreement shall take effect immediately and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 9.
b- Either Party shall have the right to terminate this Agreement at any time and for any cause.
12) Taxes:
Company shall not be responsible for any taxes owed by the Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
13) Limitation of Liability:
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.
14) Governing Law:
This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Nevada, without regard to conflicts of law principles.
15) Counterparts:
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
16) Severability:
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
17) Headings:
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
18) Entire Agreement:
This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
Last Updated on: 18th January, 2013
PRIBNO Inc.
198 Rantoul Street, STE 3 Beverly, MA 01915, USA
Email: affiliate@mobistealth.com
Web: www.mobistealth.com
