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Legal Agreement for consumers and Affiliate Network Services

The below Publisher, Advertisers, Consumer, Affiliate Marketer Services and purchase Agreement(s) and related materials (‘Reaping What You Sow.com materials”) may be translated into differ languages. In the event of any conflict or inconsistency between any term in Reaping What You Sow materials in English language and any translation thereof in any other language, the English version shall prevail.

By checking the “Accept” or “Agree” similar language box below, you agree that the effective date of the applicable Publisher/Advertiser, Consumer or Affiliate Marketer Service Agreement(s) is the date on which you check the Accept or Agree box.

R.W.Y.S. Commissions for Consumers, Publishers/Advertisers Service Agreement Introduction

Introduction

Reaping What You Sow.com: Publishers/Advertisers, Consumers, Affiliate Services Agreement (‘Agreement”) is made by and agreed to, between Reaping What You Sow.com Corp. Located at 1295 Marshall Blvd, San Bernardino CA. 92405 USA (Reaping What You Sow.com Corp.) or R.W.Y.S. and you (“You”) As a Publisher, Advertisers, Consumers, or Affiliate marketer. Reaping What You Sow.com. Facilitates a Share Bonus Plan” by providing products and services to Retail Consumer’s and Affiliates, Products and Service via the internet. A “Share Bonus Plan marketing program” (“Program”) is where a person, entity, affiliate marketer, promoting “Web site(s)” (internet domain, or a portion of a domain) and/or other promotional methods to drive traffic to the Reaping What You Sow.com. Web site or Web site content of (Reaping What You Sow.com) may earn financial compensation (“Payout”) for a Visitor’s purchase or “Transactions” (Transaction’s by Visitors as defined by Reaping What You Sow.com) referred by such Publisher via an action made by a “Visitor” (any person or entity that is not the Publisher or the Publisher’s agent) through an Internet connection (“Link”) to a Web site content operated by another person or entity (“Advertiser”) from an Advertiser authorized promotional method used by such Publisher, Consumers or Affiliate Marketer. Reaping What You Sow.com will compensate the publisher, Consumer and Affiliate Marketers in accordance with this Agreement and the Program Payout specifications.

Participation in Customer Reward and Shared Bonus Plan Program:

  • (a) Acceptance by Reaping What You Sow.com. During this agreement You may choice to apply to Reaping What You Sow.com Affiliate Marketer Program for the opportunity to earn higher Payouts by promoting Reaping What You Sow.com in accordance with the Affiliate Marketer Program terms and complying with this Agreement. Upon approval by Reaping What You Sow.com for acceptance into its Program, (You) may display (and remove) Links to Reaping What You Sow.com Web site or Web site content in accordance with the Reaping What You Sow.com Publisher, Consumer, Affiliate Marketing Program terms in this Agreement. An Advertiser’s acceptance of You extends only to the entity, or individual, that enters into this Agreement with Reaping What You Sow.com Corp.
  • (b) Program Terms. The details of Reaping What You Sow.com Affiliate Program shall be available through the Network Services. Transactions qualifying for Payout are defined by the Reaping What You Sow.com Corp. Reaping What You Sow.com will charge a 5% Administration fee to all Payouts. Reaping What You Sow.com may change any Payout upon no less than 7 days’ written notice through the Network Service with effect from the 8th day (or such later date as specified by Reaping What You Sow.com).
  • (c) Additional Terms Publishers and Reaping What You Sow.com may not enter into direct contractual relationships through a click-through agreement hosted by Reaping What You Sow.com Corp. and/or other agreement(s).
  • (d) Prohibited Uses of Links.
    • (i) Locations You may not place Links to an Advertiser’s Web site or Web site content in third party newsgroups, message boards, blogs. Unsolicited email and other types of spam, link farms, counters, chatrooms, or guest books. Publishers using ICR channels, instant messages or similar internet resources must designate their program as special requiring manual review and acceptance by the Advertiser.
    • (ii) Non-bona Fide Transactions You must promote Advertisers such that (You) do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the visitor to Advertiser from the Link You shall not cause any Transactions to be made that are not in good faith, including , but not limited to, using any device, program, robot. I frame’s, or hidden frames. You may or may not be compensated for Transactions where You or Your agent are the Visitor. Multiple leads from the same Individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn payouts for non-bona fide Transactions.
    • (iii) Infringement, None of Your promotional activities may infringe an advertiser’s proprietary rights (Including but not limited to trademark rights), Reaping What You Sow.com Corp. proprietary rights or a third party’s proprietary rights.
  • (e) Updating Links. If Links to Advertiser are not dynamically updated through the Network Service, upon notification You are obligated to update an Advertiser’s Links in order to earn Payouts.
  • (f) Emails. You hereby understand, acknowledge and accept that Reaping What You Sow.com systems, R.W.Y.S. partner’s systems and/or third party systems may and has/have the right granted by You to send emails and other communications to You on behalf of R.W.Y.S. Advertisers, and other R.W.Y.S. partner’s and affiliates including solicitation and service solicitation emails. You may have the ability to change some of Your email settings and preferences.

Publisher Obligations to R.W.Y.S. Accurate

  • (a) Accurate, Up-to-Date “Account” information. You agree to provide R.W.Y.S. and advertiser with accurate information about You and Your promotional methods and to maintain up-to-date “Account” information (such as contact information, Web sites used, etc.). In Your Account, You must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary. Some promotional methods will be designated by the system as “special”. Special programs are linked to promotional methods and practices considered unique and require manual approval and acceptance by the Advertiser. (R.W.Y.S.) reserves the right to define any program as special.
  • (b) Use of Links You represent and warrant that all promotional means used by You will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigotry, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that You will not mislead others.
    • (i) use ethical and legal business practices,
    • (ii) comply with the Advertisers Program terms and this Agreement,
    • (iii) maintain a privacy policy on Your Web site and for any non-Web site based promotional method made available to Visitors,
    • (iv) designate You’re your Publisher Account as “special” if You promote R.W.Y.S. by any means other than displaying a Link to the Advertiser on Your Web site. R.W.Y.S. must approve all of Your promotional activities and may deem Your promotional activities inappropriate and a material breach of this Agreement in R.W.Y.S. sole discretion. Our network quality department reviews publisher conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by You through Your promotional methods, or that is perpetrated thought use of the Network Service, is grounds for immediate termination of this Agreement or deactivation of Your Account.
  • (c) Promotional Methods. You represent and warrant that You will not engage in facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation). And/or any other laws and/or regulations that govern email marketing and/or regulations that govern email marketing and/or communication. You represent and warrant that You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your site content/ site visit or downloadable software applications for which You are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results. Pop up/unders must honor the R.W.Y.S. Publisher Code of Conduct requirements (as such requirements may be modified from time to time), including but not limited to:
    • (i) installation requirements
    • (ii) end user agreement requirements
    • (iii) afsrc=1 requirements
    • (iv) requirements prohibiting usurpation of a Transaction that might otherwise result in a Payout to another Publisher (e.g. by purposefully detecting and forcing a subsequent click-through on a link of the same Advertiser)
    • (v) non-interference with competing advertiser/ publisher referrals.
  • (d) Personally Identifiable Information of Visitors. You represent and warrant that You will not enable the Tracking Code to collect personally identifiable information of Visitors that would allow R.W.Y.S. to personally identify Visitors.
  • (e) Privacy. You must conspicuously post Your privacy policy on Your Web site and otherwise make it available to all Visitors. Your privacy policy must comply with all lows and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. You must fully and accurately disclose Your use of third party technology, including R.W.Y.S. tracking technology, use of cookies and options for discontinuing use of such cookies.
  • (f) Applicable Codes and Code Maintenance. In order for R.W.Y.S. to record the tracking of Visitors’ Transactions resulting from clicks on links to Advertisers promoted by You, You must include and maintain a R.W.Y.S. “Tracking Code”/ Member number within the Advertiser’s Links. All Advertiser Links and all advertisements (‘Ad Content”) must be in a Network Service compatible format.
  • (g) Usage and Security of Account. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through R.W. Y.S.’s negligent or willful conduct or omission). You shall provide R.W.Y.S. with prompt written notification of any known or suspected unauthorized use of Your account or breach of the security of Your Account.

3. R.W.Y.S.’s Services

  • (a) Tracking Transactions and Payouts R.W.Y.S. shall determine (where possible) based on Consumer shopping occurrence’s and new consumer using a member’s number to purchase or Affiliate Marketer members with the suggested 7 and 15 sales. Once You meet this minimal suggested sale’s all Rewards and Bonuses earnings earned will be paid to You for each one of the 5 reward check or Bonus check balance’s that is achieved. R.W.Y.S. shall determine actual Payouts that should be credited to consumer members or Affiliate Marketer members account. R.W.Y.S. may in their sole discretion, apply an estimated amount of Payouts if (i) You are referring Visitors to R.W.Y.S as verified by clicks through Links to R.W.Y.S. Tracking Code, (ii) where there is an error in R.W.Y.S. transmission of Tracking Code Data and (iii) where R.W.Y.S is able to utilize a historical analysis of Your promotion of R.W.Y.S to determine an equitable amount of estimated Payouts.
  • (b) Charge-backs. R.W.Y.S may apply, a debt to your account in an amount equal to a Payout previously credited to Your Account in circumstances of: (i) product returns; (ii) duplicate entry or other clear error, (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Visitor by the Advertiser; or (v) Publisher failure to comply with Advertiser’s Program terms or other agreement with Advertiser (‘Charge-back). Charge-backs may be applied to Your Account at any time, including previous payments. (c) Access to Tracking and Reporting Tools, R.W.Y.S. shall provide You with access to tracking and reporting tools, and to support services. From time to time R.W.Y.S. may offer optional services for a fee. Fees for such optional services are R.W.Y.S. then-current published rates or as may be quoted by R.W.Y.S., and are payable in advance or may be off-set against Your positive account balance (at R.W.Y.S. discretion). Tracking detail regarding Visitor Transactions is not available on a real-time basis. There may be reporting delays regarding Transactions for R.W.Y.S. R.W.Y.S. may make available, for a fees that R.W.Y.S shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard Network Service.
  • (c) Access to Tracking and Reporting Tools, R.W.Y.S. shall provide You with access to tracking and reporting tools, and to support services. From time to time R.W.Y.S. may offer optional services for a fee. Fees for such optional services are R.W.Y.S. then-current published rates or as may be quoted by R.W.Y.S., and are payable in advance or may be off-set against Your positive account balance (at R.W.Y.S. discretion). Tracking detail regarding Visitor Transactions is not available on a real-time basis. There may be reporting delays regarding Transactions for R.W.Y.S. R.W.Y.S. may make available, for a fees that R.W.Y.S shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard Network Service.
  • (d) Support. Support for your program is available on-line through the “Contact Us” area in the R.W.Y.S Account Manager, which allows You to categorize and describe Your issues. Online help also allows You to check the status of all issues through the “Check Question Status” feature. Phone support may also be available during operating hours, except holidays.
  • (e) Facilitating Pay outs is subjects to other provisions in this Agreement, R.W.Y.S shall credit your Account with a Payout for each qualifying shopping occurrence, rewards and Bonus balance’s achieved in accordance with the R.W.Y.S. Payout rates and Program’s terms for the relevant Transactions or balance achieved. On or about the 20th day of each calendar month, R.W.Y.S will issue to You any positive balance in Your Account for transactions and balances reported for the previous month, provided Your Account balance is the amount of reward or bonus money needed for each reward or bonus balance hit by a consumer member or an Affiliate Marketer member and exceeds the required “Minimum Account Balance needed”. R.W.Y.S shall have no obligation to make payment of any Payouts to any consumer member or Affiliate Marketers member for which R.W.Y.S has not received the proper required balances for each reward and bonus payment needed for a reward or bonus check to be sent from R.W.Y.S to a consumer member or Affiliate Marketer member...

    “You” agree that R.W.Y.S has the right, but not the obligation, to seek on behalf of “You” any and all amounts due from R.W.Y.S. Including, but not limited to Payouts for consumer member’s Referral’s to new customer and Affiliate Marketers 16th sale and every sale thereafter.

    R.W.Y.S. will not make a payment to “You” for amounts that has not been received from sales to consumers and from referring consumers to consumers and Affiliate Marketers sales if the Minimum Balances for each reward check or bonus check balances needed are not received in a members Account. Any earned Payouts not paid to “You” will have to have a claim made to R.W.Y.S.

    “You” may elect to receive payment in any of the currencies that R.W.Y.S supports (as may be amended by R.W.Y.S). The conversion rate shall be determined in accordance with R.W.Y.S’s operating standards R.W.Y.S has the right to assess service fees in order to process, send or stop your payment as necessary. The number of checks and bonus monies, paid out by R.W.Y.S, shall be defined by “Your” participation in the programs and binding on You for the lack of non-participation.

  • (f) Dormant Accounts. If reward or bonus check is due “You” R.W.Y.S. will do it do diligent to get all balances due “You” based on your Account information that was entered by “You”. After 90 days of no response through mail, E-mail text message and phone calls money will be put into an acct to be donated to a non-profit organization of R.W.Y.S. choosing.
  • (g) Negative Accounts. You may have a negative balance if R.W.Y.S. hasn’t made any sales

4. Proprietary Rights.

  • (a) Linking to R.W.Y.S. For each Program that You have been accepted to, R.W.Y.S. is granting to You the right to display Link to the R.W.Y.S. Web site or Web site content in accordance with the R.W.Y.S. Program terms for the limited purposes of Promoting the R.W.Y.S. Program and site are subject to the terms and conditions of this Agreement. “Your” use of the Link signifies Your agreement to refrain from copying or modifying any icons, buttons, banners, graphics, files or content in the Link, including but not limited to refraining from removing or altering any copy right or trademark notices. As between R.W.Y.S and Publisher, R.W.Y.S owns all rights in and to all information regarding the Visitors that You refer to R.W.Y.S.
  • (b) R.W.Y.S’s Use of Your Marks. You authorize R.W.Y.S to utilize Your trademarks, service marks, trade names, and/or copyrighted material that You provide to R.W.Y.S through Your Account to promote Your participation in the R.W.Y.S. Services.
  • (c) “Your” use of R.W.Y.S Proprietary Rights. You agree that Your use of any R.W.Y.S Web site and Your use of any R.W.Y.S trademarks, service marks, trade names, and/or URLs is subject to the license and terms of use that are available from R.W.Y.S. Web Sites (“Terms of Use”). You explicitly agree not to adopt or use in any manner any trademarks, service marks, and/or URLs that are the same confusingly similar to, or are combined with, those of R.W.Y.S.
  • (d) Retention of Rights. All proprietary rights of R.W.Y.S. You and R.W.Y.S, and all goodwill arising as a result of such rights, inure to the benefit of such owner.
  • (e) No Challenge to R.W.Y.S. Proprietary Rights. You acknowledge that You obtain no proprietary rights in R.W.Y. S’s trademarks, service marks, trade names, URLs, copyrighted material, patents, and patent applications, and agree not to challenge R.W.Y. S’s proprietary rights.
  • (f) Data Ownership. You understand that all personally identifiable information, if any, provided by Visitors through the Tracking Code or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by R.W.Y.S from such data is the sole and exclusive property of R.W.Y.S (defined below) and is considered R.W.Y.S Confidential Information pursuant to this Agreement. R.W.Y.S and any divisions, subsidiaries and affiliates of (the “R.W.Y.S Companies”) in their sole discretion, shall have the right to use, market and re-market any Visitors and/or data without further obligation to You. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party.

5. Confidentiality.

  • (a) Obligations. You or R.W.Y.S may provide the others with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential (“Confidential Information”). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that receiving party had in its possession prior to the date of this agreement. Upon termination of this Agreement, You must destroy or return to R.W.Y.S any Confidential Information provided by R.W.Y.S to You under this Agreement.
  • (b) Provision of Info to Advertiser/Third Parties. You agree that R.W.Y.S may, but is not obligated to , provide Your email address(es) and basic Publisher Account detail (including but not limited to Your address, phone and fax number, Website name, the date the website or subscription email first entered into operation, and visitor demographics) R.W.Y.S may provide any or all Visitor , Transaction and/or Tracking Code data to the you the publisher to which you referred such Visitor, and to any third party in R.W.Y.S’s sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement.

6. Term, Termination, Deactivation and Notices.

  • (a) Term. This agreement shall commence upon Your indication that you have accepted this Agreement by providing the required information and ‘clicking through’ the acceptance button on the R.W.Y.S Web site and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 day notice. This Agreement may be terminated immediately upon notice for Your breach of this Agreement. Your Account may be deactivated and/or Payouts may be withheld during investigation of breach of this Agreement. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a new Agreement with R.W.Y.S, and any attempt to do so shall be null and void.
  • (b) Termination, R.W.Y.S. may terminate You, one of Your Web sites, or Your ability to use a promotional method, from R.W.Y.S. Programs for any or no reason, upon 7 days written notice taking effect from the 8th day. Additionally, R.W.Y.S. may terminate You from the program for breach of a third party’s proprietary rights, and/or diluting, tarnishing or blurring an Advertiser’s trademarks, trade names, and/or service marks, or for Your material breach of the R.W.Y.S Program terms or this Agreement.
  • (c) Termination or Deactivation by R.W.Y.S. R.W.Y.S may terminate You, one of Your Websites, or Your use of a promotional method, from the R.W.Y.S. Program, at any time in R.W.Y.S’s sole discretion. Breach of any Section of this Agreement is cause for immediate termination from an R.W.Y.S. Programs and/or termination of Agreement, and may result in a Charge-back of one or more Payouts. R.W.Y.S may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of Ad Content, or if You otherwise interfere with and/or fail to maintain the Tracking Code; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 30 day period; (iii) You maintain a negative balance in Your Account; (iv) R.W.Y.S determines You are diluting, tarnishing or blurring R.W.Y.S’s proprietary rights; (v) You begin proceedings to challenge R.W.Y.S’s proprietary rights; or (vi) a third party (including a R.W.Y.S Advertiser) disputes Your right to use any Link, domain name, trademark, service mark, trade address, or right to offer any service or good offered on Your Web site, or through any of Your promotional means. Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Accounts, including but not limited to subsequent sales and/or Leads for click-through that occurred prior to termination.
  • (d) Termination of Programs and Offers. Programs and Offers may be discontinued at any time.
  • (e) Notices. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) R.W.Y.S, via registered mail, return receipt requested or via an internationally recognized express mail carrier to: (need to put our company address) Reaping What You Sow Inc., Attn: Legal Dept. 1295 Marshall Blvd, San Bernardino CA. 92405 (effective upon actual receipt); and (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as R.W.Y.S does not receive an error message regarding delivery of the email) or five (5) days after mailing).
  • (f) Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by R.W.Y.S to You within 90 days of termination date, and any outstanding payments shall be paid by R.W.Y.S to You within 90 days of termination date and, any outstanding debit balance shall be paid to R.W.Y.S Within 30 days of termination of this Agreement provided that a balance is due.
  • All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any, permissions granted under this Agreement will terminate, and You must immediately remove all Links to Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement to the extent that as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination.

7. Representations, Warranties, Disclaimers and Limitations.

  • (a) Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other or Your Advertisers liable for any of the consequences of such interruptions. R.W.Y.S may modify the Network Service, or discontinue the Network Service, or any portion thereof, at any time.
  • (b) Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
  • (c) Non-infringement Warranties. You represent and warrant that (i) You have all appropriate authority to operate, and to any and all content on, Your Web site(s); (ii) You have all appropriate authority in any promotional method you may choose to use; (iii) Your Web site(s) and Your promotional methods do not and will not infringe a third party’s, a R.W.Y.S’s proprietary rights, and (iv) You shall remain solely responsible for any and all Web sites owned and/or operated by You and all of Your promotional methods. R.W.Y.S may or may not review all content on Your Web site or used by You in Your promotional methods.
  • (d) Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislations (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory, and warrant that no promotion method used by You or the content of Your Web Site(s) will render R.W.Y.S liable to any proceedings whatsoever.
  • (e) Limitation of Liabilities. ANY OBLIGATION OR LIABLITY OF R.W.Y.S UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAY OUTS PAID TO YOU BY R.W.Y.S UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM, NO ACTION, SUIT, OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT, YOU AGREE THAT R.W.Y.S SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER OF R.W.Y.S.), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO , LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS.
  • (f) Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, R.W.Y.S DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANT ABILLITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) R.W.Y.S. SECURITY METHODS WILL BE SUFFICIENT, (D) REGAURDING CORRECTNESS, ACCURACY, OR RELIABLITY, OR (E) AGAINST INTERFERANCE WITH ENJOYMENT OF THE PUBLISHER’S INFORMATION OR WEB SITE. ALL ‘INFORMATION’ AND ‘COMPUTER PROGRAMS’ PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY , PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. R.W.Y.S. IS UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF, THAT ANY ADVERTISER MAKES AVALIABLE THROUGH THE NETWORK SERVICE.
  • (g) Remedies. No remedy or election shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity.
  • (h) Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 7 ARE ESSENTIAL ELEMENT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.

8. Publisher’s Indemnification Obligations.

Publisher shall defend, indemnify and hold R.W.Y.S and Advertisers harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorney fees) incurred, claimed or sustained by third parties, including but not limited to R.W.Y.S., directly or in directly as a result of (a) Publisher’s breach of or non-compliance with this Agreement, (b) Publisher’s violation of any law, or an alleged violation of law by R.W.Y.S, that is a direct or indirect results of Publisher’s use of the Network System, (c) Publisher’s use of the Network Service, (d) Publisher’s participation in any program, (e) any content, goods or service offered, sold or otherwise made available by Publisher to any person. (f) Publisher’s acts or omissions in using, displaying or distributing any internet links obtained from the Network Server or elsewhere, including but not limited to Publisher’s use of internet links via email distribution, (g) any claim that R.W.Y.S is obligated to pay tax obligations in connection with payment made to Publisher pursuant to this Agreement and/or any R.W.Y.S. Program, and (h) any violation or alleged violation by Publisher of any rights of another, including breach of a persons or entity’s intellectual property rights (each (a)-(h) individually is referred to hereinafter as a “Claim”). Should any claim give rise to a duty of indemnification under this Section 8, R.W.Y.S shall promptly notify Publisher, and R.W.Y.S shall be entitled, at its own expenses, and upon reasonable notice to Publisher, to participate in the defense of such claim. Participation in the defense shall not waive or reduce any of the Publisher’s obligations to indemnify or hold R.W.Y.S harmless. Publisher shall not settle any claim without R.W.Y.S’s prior consent. Publisher also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investigating or enforcing this Section 8. In the context of this Section 8 only, the term “R.W.Y.S” shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors.

9. Miscellaneous.

  • (a) Heading and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
  • (b) Third Party Disputes. In the event of a third party claim against either; (a)R.W.Y.S’s and it Publishers intellectual property; or (b) against R.W.Y.S’s right to offer any service or goods on R.W.Y.S ‘s Website(s) or if, in R.W.Y.S’s opinion, such a claim is likely, R.W.Y.S shall have the right, at its sole option and in its sole discretion, to (i) secure the right at R.W.Y.S’s expense to continue using the intellectual property or good and service; or(ii) at R.W.Y.S’s expense replace or modify the same to make it non-infringing or without misappropriation.
  • (c) Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partner with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that Your consent is not necessary to modify any R.W.Y.S. Service Agreement.
  • (d) Choice of Law/Attorneys’ Fees. This Agreement is governed by the laws of the State of California (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Los Angeles, California. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorney’s fees and costs. R.W.Y.S controls and operates its Web site from its offices in the USA and access or use where illegal is prohibited.
  • (e) Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet Service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and or other acts of God.
  • (f) Severability/Waiver. If any provisions of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
  • (g) Assignments and Acknowledgement. Neither party may assign this Agreement without prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made by R.W.Y.S (1) due to operation of law, or (2) to an entity that acquires substantially all of R.W.Y. S’s stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent). Your use of the Network Service is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement. R.W.Y.S may establish from time to time rules and regulations regarding use of the Network Service as published on the Network Service and incorporated herein.
  • (h) Marketing. Publishers agrees that R.W.Y.S may identify it as Publisher in client lists may use Publisher’s name and/or logo solely for such purpose in its marketing materials. Any other uses of Publisher’s name and/or logo not otherwise described or contemplated herein shall require Publisher’s prior written consent.
  • (i) Tax Status and Obligations. R.W.Y.S is not obligated to and shall not provide You with tax and/or legal advice. R.W.Y.S undertakes no duty to investigate or research Your tax status and/or obligations, and such research and investigation is solely Your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and Publishers, Affiliate/Network Marketers and consumers for promotional income is responsible for its own sales income tax collection and reporting obligations arising from sales made to Visitors. If R.W.Y.S provides You with information regarding a particular Publisher, the information shall not be deemed tax or legal advice, and R.W.Y.S shall not be responsible for the accuracy of such information. Any Publisher or Advertiser addresses provided to You are addresses provided by the relevant Advertiser or Publisher, and such addresses may not necessarily indicate the location or presence of the Publisher or Advertiser in such location or elsewhere.
  • (j) Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, R.W.Y.S shall have the right to change, modify or amend (“change”) this Agreement, in whole or in part, by posting a revised Agreement at least 14 days prior to the effective date of such change Your continued use of the R.W.Y.S. program after the effective date of such Change shall be deemed Your acceptance of the revised Agreement.

The below Publisher, Advertisers, Consumer, Affiliate Marketer Services and purchase Agreement(s) and related materials (‘Reaping What You Sow.com materials”) may be translated into differ languages. In the event of any conflict or inconsistency between any term in Reaping What You Sow materials in English language and any translation thereof in any other language, the English version shall prevail.

By checking the “Accept” or “Agree” similar language box below, you agree that the effective date of the applicable Publisher/Advertiser, Consumer or Affiliate Marketer Service Agreement(s) is the date on which you check the Accept or Agree box.

R.W.Y.S. Publisher Advertisers Affiliate Network Services Agreement Introduction This Publisher Service Agreement (“Agreement”) is made by and agreed to between Reaping What You Sow.com Inc.(“R.W.Y.S”) and (“You”). For purposes of this Agreement, any reference to “R.W.Y.S Companies” shall refer to R.W.Y.S, and any division, subsidiaries and affiliates of R.W.Y.S. R.W.Y.S has created, developed and installed a system by which it has developed a systematic way to incorporate sales derived from company offered products and services, which enables R.W.Y.S. to create all customer rewards monies and Affiliate Marketers bonus monies. R.W.Y.S. manage Affiliate Marketing Programs or Campaigns on the internet via the Universal Dynamic Bonus Platform (“Program”). A Share bonus platform marketing program (“Program”) is where a person, entity, affiliate or its agents, that purchase any product or services offered at the R.W.Y.S. site or invites a New Consumers using the inviting consumer or an Affiliate/Network Marketer membership number shall receive additional reward checks or bonus checks based on participation chosen at time of original purchase. Publisher’s, Customer Members, and Affiliate Marketers, that drive new consumers that purchase a product or services from R.W.Y.S. website via Internet domain, or a portion of a domain and/or other promotional methods to drive traffic to the R.W.Y.S. Website or Website content (“Publisher”) may earn financial compensation (“In Time Payouts”) for “Transactions” (Actions by Visitors as defined by the R.W.Y.S.) referred by such Publisher via an action made by a “Visitor” Any person or entity that is not the Publisher or the Publisher’s agent through an Internet Connection (“Link”) to a Website or Websites content operated by another person or entity for R.W.Y.S. authorized promotional method used by such Publisher. R.W.Y.S. compensates the Publisher, in accordance with this Agreement and the Program Payout specifications. For the purposes of this Agreement, all references to “business days” shall be references to a day (other than a Saturday or a Sunday or public holidays in U.S.A) on which clearing banks are open for business in U.S.A. 1. Participation in Programs (a) Acceptance by Consumer, Affiliate MarketerDuring this Agreement may apply to R.W.Y.S. Programs for the opportunity to earn higher Payouts by promoting R.W.Y.S. in accordance with the R.W.Y.S. Program terms and complying with this Agreement. Upon approval by R.W.Y.S. for acceptance into its Program, You may display (and remove) Links to R.W.Y.S. Website or Website content in accordance with the R.W.Y.S. Program terms and this Agreement. An acceptance of You extends only to the entity, or individual, that enters into this Agreement with R.W.Y.S. (b) Program Terms. Consumers shall receive 5 reward checks throughout the year for a shopping occurrence and 5 additional checks for each and every new shopping occurrence. Reward checks are based on R.W.Y.S. Sales volume that shall determine amount and date of pay-out to a given customer. Reward check #1 $3.56, Reward check#2 $49.88, Reward check#3 $698.25, Reward check#4 and #5 are mystery bonus rewards based on total sales of the R.W.Y.S. company. Each bonus check is significantly higher than the other. Each new R.W.Y.S. member may invite as many people as they want, to purchase from the R.W.Y.S. site. If the new invited consumer purchased any item and uses the inviting member’s; member number, the inviting member will receive a promotional check each time the new invited member or member’s receive a reward check. Consumers Members that uses receives a reward check pay-out will be lower than an Affiliate Marketers. Affiliate Marketers will have higher pay-outs for doing the same. To becomes a member with R.W.Y.S.com be given to each customer that has purchase from R.W.Y.S. The details of an Affiliate marketer program shall be available through the Network Services. Transactions qualifying for a Payout are defined by R.W.Y.S. R.W.Y.S. may change any payout amount if Affiliate marketers invites less than 7 shall receive the consumer reward pay outs or if less than 15 new members the Affiliate marketer will receive the pay out an Affiliate marketer with 7 new members would receive for purchasing from R.W.Y.S.com. The Affiliate marketer shall have 30 business days to make up the difference. A written notice shall be sent through the Network Services with your intent to make up the needed difference to hit higher level pay outs. (c) Additional Terms. Publishers and R.W.Y.S.com may enter into direct contractual relationships through the “opt-in” process in the form of an independent agent agreement hosted by R.W.Y.S (“Affiliate marketer program”) or in the form of an offer made to You by R.W.Y.S. via the member’s area on the Network Services (“offer”). It is your obligation to review and accept or decline the Agreement or Offer when such is presented to You. If accepted by you, compliance with the R.W.Y.S. Affiliate/Network Marketer Agreement or Offer is solely your responsibility. The terms and conditions of the R.W.Y.S Affiliate Marketer Agreement or Offers may supersede or conflict with this Agreement and shall apply only with respect to the relationship with that particular consumer, or Affiliate Marketer. (d) Prohibited Uses if Links. (i) Locations. You may not place Links to an Advertiser’s Website or Website content in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chat rooms, or guest books. Publishers using IRC channels, instant messages or similar internet resources must designate their program as special requiring manual review and acceptance by the Advertiser (ii) Non-Bona Fide Transactions.You must promote R.W.Y.S. in such that You do not mislead the Visitor, and in such that the Links deliver bona fide Transactions by the Visitor to R.W.Y.S. From the Link You shall not cause any transaction to be made that are not in good faith, Including but not limited to, using any device , program, robot, l frames, or hidden frames. Unless otherwise agreed in writing with the R.W.Y.S. You will not be compensated for Transactions where You or Your agent are the Visitor. Multiple leads from the same individual, entity or IP addresses may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions. (iii) Infringement. None of Your promotional activities may infringe on R.W.Y.S. proprietary rights (including but not limited to trademark rights), R.W.Y.S’s proprietary rights, or a third party’s proprietary rights. (e) Updating Links. If Links to R.W.Y.S. are not dynamically updated through the Network Service, upon notification You are obligated to update an R.W.Y.S. Links in order to earn Payouts. (f) Emails. You hear by understand, acknowledge and accept that R.W.Y.S Affiliate/Network Marketing systems, R.W.Y.S Affiliate/Network Marketing systems and/or third party systems may and has/have the right granted by You to send emails and other communications to You on behalf of R.W.Y.S, and R.W.Y.S partners and affiliates, including solicitation and service solicitation emails, You may have the ability to change some of Your email settings and preferences. 2. Publisher Obligations to R.W.Y.S. (a) Accurate, Up-to-Date Information. You agree to provide R.W.Y.S with accurate information about You and Your promotional methods and to maintain up-to-date “Account” Information (such as contact information, Websites used, etc.). In Your Account, You must accurately, clearly, and completely describe all promotional methods by selecting the appropriate descriptions and proving additional information when necessary. Some promotional methods will be designated by the system as “special”. Special Programs are linked to promotional methods and practices considered unique and require manual approval and acceptance by R.W.Y.S. R.W.Y.S. reserves the right to define any program as special. (b) Use of Links. You represent and warrant that all promotional means used by You will not contain objectionable content in any jurisdiction where it is used/viewed (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-orientated, illegal, and/or promoting illegal goods, services or activities), and that You will not mislead others. You agree to (i) use ethical and legal business practices, (ii) comply with the R.W.Y.S. Program terms and this Agreement, (iii) maintain a privacy policy on Your Website and for any none-Website based promotional method made available to Visitors, and (iv) designate Your Publisher Account as “special” If You promote R.W.Y.S. by any means other than displaying a Link to R.W.Y.S. on Your Website. Your promotional activities must have been approved in advance by R.W.Y.S, who may deem Your promotional activities inappropriate and a material breach of this Agreement in R.W.Y.S’s sole discretion. Our network quality department reviews publisher conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by You through Your promotional methods, or that is perpetrated through use of the Network Service, is grounds for immediate termination of this Agreement or deactivation of Your Account (At the sole discretion of R.W.Y.S). (c) Promotional Methods. You represent and warrant that You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with including but not limited to the Directive on Privacy and Electronic Communications (2002/58/EC), the Electric Signatures Directive (1999/93/EC), the Electronic Commerce Directive (2000/31/EC), the Distance Contracts Directive 97/7/EC, the Data Protection Acts 1988-2003 and Directive 95/46/EU, any other EU Regulations, Directives, Decisions or Guidelines on data protection or data privacy and guidance issued by the Data Protection Commissioner of the United State, (or any successor legislation) as may be implemented into national law/regulations, laws and/or regulations that govern email marketing and/or communications. You represent and warrant that You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your site content/site visit or by downloadable software applications for which You are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results. Pop up/unders must honor the R.W.Y.S Publisher Code of Conduct requirements (as such requirements may be modified from time to time), including but not limited to: (i) installation requirements, (ii)end-user agreement requirements, (iii) afsrc=1 requirement, (iv) requirements prohibiting usurpation of a Transaction that might otherwise result in a Payout to another Publisher (e.g. by purposefully detecting and forcing a subsequent click-through on a link of the same Advertiser) and (v) non-interfacing with competing companies advertiser/ publisher referrals. (d) Personally Identifiable Information of Visitors. You represent and warrant that You will not enable the Tracking Code to collect personal identifiable information of Visitors that would allow R.W.Y.S to personally identify Visitors. (e) Privacy. You must conspicuously post Your privacy policy on Your Website and otherwise make it available to all Visitors. Your privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. You must fully and accurately disclose Your use of third party technology, including R.W.Y.S’s tracking technology, use of cookies and options for discontinuing use of such cookies. (f) Applicable Codes and Code Maintenance. In order for R.W.Y.S. to record the tracking of Visitors’ Transactions resulting from clicks on Links to R.W.Y.S. promoted by You, You, must include and maintain a R.W.Y.S “Tracking Code” within the R.W.Y.S. Links. All Advertiser Links and all advertisements (“Ad Content”) must be in Network Service compatible format. (g) Usage and Security of Accounts. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through R.W.Y.S’s negligent or willful conduct or omission). You shall provide R.W.Y.S with prompt written notification of any known or suspected unauthorized use of Your Account or breach of the security of Your Account. 3. R.W.Y.S Services. (a) Tracking Transactions and Payouts. R.W.Y.S shall determine (where possible) actual Payouts that should be credited to Your Account. R.W.Y.S may, in R.W.Y.S’s sole discretion, apply an estimated amount of Payouts, if; (i) You are referring Visitors to R.W.Y.S. as verified by R.W.Y.S. clicks through Links or through member invitation to R.W.Y.S. with R.W.Y.S Tracking Code, (ii) where there is an error in R.W.Y.S. transmission of Tracking Code data to R.W.Y.S, and (iii) where R.W.Y.S is able to utilize an historical analysis of Your promotion of R.W.Y.S. to determine an equitable amount of estimated Payouts. (b) Charge-backs. R.W.Y.S may apply, a debit to Your Account in an amount equal to a Payout previously credited to Your account in circumstances of; (i) product returns; (ii) duplicate entry or other clear error; (iii) non-bona-fide Transaction; (iv) non-receipt of payment from, or refund of payment to, the Visitor by the R.W.Y.S.; (v) Publisher failure with R.W.Y.S. Program’s terms or other agreement with R.W.Y.S.; or(vi) or (ii) subsequently transpire to be in excess of the amount that was actually due to You (“Charge-backs”). Charge-backs may be applied to Your Account at any time, including previous payment cycles. (c) Access to Tracking and Reporting Tools. R.W.Y.S. shall provide You with access to tracking and reporting tools, and to support services. From time to time R.W.Y.S may offer optional service fee. Fees for such optional services are at R.W.Y.S then-current published rates or as may be quoted by R.W.Y.S, and are payable in advance or may be off-set against Your positive balance (at R.W.Y.S’s discretion). Tracking detail regarding visitors Transactions is not available on a real-time basis for R.W.Y.S. and there may be reporting delays regarding Transactions for some Advertisers. R.W.Y.S may make available, for fees that R.W.Y.S shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard Network Service. (d) Support. Support for Your program is available on-line help allows You to check the status of all issues. Phone support may also be available during operation hours on business days. (e) Facilitating Payments of Payouts. Subject to other provisions in this Agreement, R.W.Y.S shall credit Your Account with a Payout for each qualifying Transaction in accordance with the R.W.Y.S. Payout rate and Program terms for the relevant Transaction. On the 20th business day of each calendar month, R.W.Y.S will issue to You any positive balance in Your Account for Transactions reported for the previous month, provided Your Account balance exceeds the required minimum Account Balance for the reward level reached. R.W.Y.S shall have no obligation to make payment of any Payouts for which R.W.Y.S has not received payment from the relevant sells due to R.W.Y.S. (including for all Payouts owed by R.W.Y.S. to all of such R.W.Y.S.’s Publishers). You agree that R.W.Y.S has the right, but not the obligation, to seek on behalf of you any and all amounts due from R.W.Y.S., including but not limited to Payouts. If R.W.Y.S elects, in its own discretion, not to make payment to You for amounts not received from R.W.Y.S., those amounts shall not be included in the Minimum Balance Amount. Your recourse for any earned Payouts not paid to You shall be to make a claim to the R.W.Y.S. Network Services. You may elect to receive payment in any currencies that R.W.Y.S. supports (as may be amended by R.W.Y.S). The conversion rate shall be determined in accordance with R.W.Y.S’s operating standards. R.W.Y.S. has the right to assess service fees as necessary in order to process payment. The number or amount of Transactions, credits for Payouts, as calculated by R.W.Y.S, shall be final and binding on You. (f) Dormant Accounts. If Publisher’s Account has been credited with a valid, compensable Transaction during any rolling, 12 consecutive calendar month period with no member log-in’s or acct activity, (Dormant Account), a dormant account fee will be charged at R.W.Y.S’s current rate shall be applied to Publisher’s Account each calendar month that Publisher’s Account remains open yet Dormant or until Your Account balance reaches a zero balance, at which time the Account shall become deactivated. For All European Union and other counties Affiliate/Network Marketers (g) VAT/GST. For the relevant VAT/GST jurisdictions, R.W.Y.S and Publisher hereby acknowledge and agree that R.W.Y.S. will provide Publisher’s with a value added tax (“VAT/GST”) invoice. Publisher agrees not to raise any VAT/GST invoices with respect to the revenue or other amounts due to it pursuant to this Agreement. R.W.Y.S will complete invoices showing the publisher’s address, VAT/GST Registration number, together with all details that constitute a full VAT/GST invoice. Publisher agrees to immediately notify R.W.Y.S. in the event Publisher ceases to be registered under the VAT/GST number provided to R.W.Y.S, transfers or sells its business or becomes registered under a different VAT/GST number. In the event that the publisher’s VAT/GST registration changes R.W.Y.S and Publisher agree to make and enter into new, but similar agreement that addresses Publisher’s VAT/GST registration changes. In the event R.W.Y.S. out sources its responsibility for issuing VAT/GST invoices under this Agreement to a third party, R.W.Y.S. shall notify the Publisher of such outsourcing arrangement. These terms shall run conterminously with this Agreement. 4. Property Rights. (a) Linking to R.W.Y.S. R.W.Y.S. Affiliate Marketing Program that You have been accepted into, R.W.Y.S. is granting to You the right to display and Link to the R.W.Y.S. Website or Website content in accordance with the R.W.Y.S. Network Program terms for the limited purposes of Promoting the R.W.Y.S. Network Program, subject of terms and conditions of this Agreement. Your use of the Link signifies Your Agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link, including but not limited to refraining from removing or altering any copyright or trade mark notices. As between R.W.Y.S and Publisher, R.W.Y.S owns all rights in and to all information regarding the Visitors that You refer to R.W.Y.S. (b) R.W.Y.S’s Use of Your Marks. You authorize R.W.Y.S to utilize Your trademarks, service marks, trade names, and/or copyrighted material that You provide to R.W.Y.S through Your Account to promote Your participation in the Network Service. (c) Your Use of R.W.Y.S’s Proprietary Rights. You agree that Your use of any R.W.Y.S Website and Your use of any R.W.Y.S trademarks, service marks, trade names, and/or URLs is subject to the license and terms of use that are available from such Website (“Terms of Use”). You explicitly agree not to adopt or use in any manner any trademarks, service marks, trade names, and/or URLs that are the same or confusingly similar to, are combined with, or in any other way infringe, those of R.W.Y.S. (d) Retention of Rights. All proprietary rights of You and R.W.Y.S, and all goodwill arising as a result of such rights, inure to the benefit of such owner. (e) No Challenge to R.W.Y.S’s/Advertiser’s Proprietary Rights. You acknowledge that You obtain no proprietary rights in R.W.Y.S’s trade mark, service marks, trade names, URL’s, copyrighted material, patents, and patent applications, and agree not to challenge R.W.Y.S’s proprietary rights. You acknowledge that You obtain no proprietary rights in R.W.Y.S.s’ proprietary rights, and agree not to challenge R.W.Y.S. proprietary rights. (f) Data Ownership. You understand that all information and data, if any, provided by Visitors or collected through the Tracking Code or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, complied, analyzed and/or derived by R.W.Y.S from such data is the sole and exclusive property of R.W.Y.S. and is considered R.W.Y.S’s Confidential Information pursuant to this Agreement. R.W.Y.S. in their sole discretion shall have the right to use, market and re-market any Visitors and/or data without further obligation to You. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data of Visitors, or any portion thereof, to any third-party. 5. Confidentiality. (a) Obligations. You or R.W.Y.S may provide the other with information that is confidential and proprietary to that party or a third-party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential (“Confidential Information”). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own. Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) That is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restrictions on use or discloser and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to R.W.Y.S any confidential Information provided by R.W.Y.S to You under this Agreement. (b) Provision of Information to R.W.Y.S./Third Parties. You agree that R.W.Y.S may, but is not obligated to, provide Your email address(es) and basic Publisher Account detail (including but not limited to Your address, phone and fax number, Website name, the date the website or subscription email first entered into operation, and visitor demographics) to R.W.Y.S. R.W.Y.S. may provide any and all Visitor, Transaction and/or Track Code data to its Data base to which You referred such Visitor, and to any third party in R.W.Y.S’s sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement. R.W.Y.S reserves the right to be able to utilize Tracking Code data provided to it, which may include: information about Your performance statistics, to analyze Network Service trends, monitor Network Service efficiencies, maintain the integrity of the tracking code, promote Network Service capabilities and efficiencies. 6. Term, Termination, Deactivation and Notices. (a) Term. This Agreement shall commence upon Your indication that You have accepted this Agreement by checking the I Agree box and providing the required information and the acceptance button on the R.W.Y.S Website and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 3 business days’ notice. This Agreement may be terminated immediately upon notice for Your breach of this Agreement. Your Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a new click-through Publisher Service Agreement with R.W.Y.S, and any attempt to do so shall be null and void, unless R.W.Y.S. at its sole discretion otherwise and confirms such decision in writing to you. (b) Termination by R.W.Y.S. : R.W.Y.S. may terminate you, one of Your Websites, or Your ability to use a promotional method, from the Network Services Program for any or no reason, upon 7 business days; written notice with effect from the 8th business day. Additionally, R.W.Y.S. may terminate You from the Affiliate/Network services Program for breach of a third party’s proprietary rights, and/or diluting, tarnishing or blurring an R.W.Y.S. trademarks, trade names, or for Your material breach of the Affiliate/Network Services Program terms or of this Agreement. (c) Termination or Deactivation by R.W.Y.S. R.W.Y.S may terminate You, one of Your Websites, or Your use of promotional methods, from Affiliate Program, at any time in R.W.Y.S’s sole discretion. Breach of any section of this Agreement is cause for immediate termination from R.W.Y.S. Affiliate Program and/or termination of this Agreement, may result in Chargeback of one or more Payouts. R.W.Y.S may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the proper functioning of Ad Content, or if You otherwise interfere with and/or fail to maintain the Tracking Code; (ii) Your Account has not been logged into and/or there have been no transactions credited to Your Account for 180 business days; (iii) You maintain a negative balance in Your Account; (iv) R.W.Y.S determines You are diluting, tarnishing or blurring R.W.Y.S’s proprietary rights; (v) You begin proceedings to challenge R.W.Y.S’s proprietary rights; or (vi) a third party (including a R.W.Y.S Advertiser) disputes Your rights to use Link, domain name, trade mark, service mark, trade dress, or right to offer any service or good offered on the R.W.Y.S. Website, or through any of Your promotional means. Upon termination of this Agreement, or in case of deactivation of Your Account. You shall no longer accrue Payouts in Your Account, including but not limited to subsequent sales and/or New invites that occurred prior to termination. (d) Termination of Programs and Offers. R.W.Y.S. Programs and offers may be discontinued at any time. (e) Notices. Except as provided elsewhere herein, both parties must send all notices to this Agreement to: (i) for R.W.Y.S, via registered mail, return receipt requested or via internationally recognized express mail carrier to Attn: -R.W.Y.S. Consumer Relations Dept. 1295 Marshall Blvd, San Bernardino, CA. 92405 Ad Lawyer name and address fax number 909 233-3112 and (c) Attn: Legal Department, CA 92404, USA, and/or, and, (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as R.W.Y.S does not receive an error message regarding delivery of the email) or five (5) business days after mailing). (f) Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by R.W.Y.S to you within 90 business days of the termination date, and any outstanding debit balance shall be paid by You to R.W.Y.S within 30 business days of termination of this Agreement. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and You must immediately remove all Links to R.W.Y.S. Provisions of this Agreement in its nature and context are intended to survive the termination of this Agreement to the extent that and as long as it is necessary to preserve a party’s rights under this Agreement that accrued prior to termination. 7. Representations, Warranties, Disclaimers and Limitations. (a) Business Operations. Each party will make reasonable commercial efforts to keep its Website operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequence of such interruptions. R.W.Y.S may modify the Affiliate/Network Service Program or discontinue providing the Affiliate/Network Services, or any portion thereof, at any time. (b) Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE ON THIS AGREEMENT. (c) Non-infringement Warranties. You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, Your Website(s); (ii) You have all appropriate authority in any promotional method you use; (iii) Your Website(s) and Your promotional methods do not and will not infringe on, a R.W.Y.S. Advertisements, or R.W.Y.S’s, proprietary rights; and (iv) You shall remain solely responsible for any and all Websites owned and/or operated by You and all of Your promotional methods. R.W.Y.S shall not be under any obligation, and in practice may not, review all content on Your Website or used by You in Your promotional methods. You remain solely responsible for Your Website content and Your promotional methods. (d) Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of all relevant regulatory authorities) in force or applicable in U.S.A. or in any other applicable territory, and warrant that no promotional method used by You or the content of Your Website(s) will render R.W.Y.S liable to any proceedings whatsoever. (e) Limitation of Liabilities. ANY OBLIGATION OR LIABLITY OF R.W.Y.S UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAY OUTS PAID TO YOU BY R.W.Y.S UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT, YOU AGREE THAT R.W.Y.S SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER OF THE AFFILIATE/NETWORK SERVICES) FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OR CLAIM. (f) Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, R.W.Y.S DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANT ABLITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT OF A THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT R.W.Y.S’S SECURITY METHODS WILL BE SUFFICIENT, (D) REGAURDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER’S INFORMATION OR WEBSITE. ALL ‘INFORMATION’ AND ‘COMPUTER PROGRAMS’ PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. R.W.Y.S. IS UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY PUBLISHER, OR SUCH PUBLISHERS WEBSITE’S, AND/OR THE CONTENT OF AN ADVERTISER/PUBLISHER WEBSITE OR THAT AN ADVERTISER/PUBLISHER MAKES AVALIABLE THROUGH THE NETWORK SERVICE. (g) Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. (h) Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 7 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT. (i) Disclaimer for Death or Personal Injury. Nothing in this Agreement Shall hold R.W.Y.S. responsible for any Publishers, Affiliate/Network marketer liability for fraud or for negligence causing death or personal injury. 8. Publisher’s Indemnification Obligations. Publisher shall defend, Indemnify and hold R.W.Y.S. harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys’ fees) incurred, claimed or sustained by third parties, including but not limited to Advertisers/Publishers, directly or indirectly as a result of (a) Publisher’s breach of or non-compliance with this Agreement, (b) Publisher’s violation of any law, or an alleged violation of law by R.W.Y.S, that is or direct or indirect result of Publisher’s use of the Affiliate/Network Services, (c) Publisher’s use of the Affiliate/Network Service, (d) Publisher’s participation in any Program, (e) any content, goods or services offered, or sold or otherwise made available by Publisher to any person, (f) Publisher’s acts or omissions in using, displaying or distributing any internet links obtained from the Affiliate/Network Services or elsewhere, including but not limited to Publisher’s use of internet links via email distribution, (g) any claim that R.W.Y.S is obligated to pay tax obligations in connection with payments made to Publisher pursuant to this Agreement, and (h) any violation or alleged violation by Publisher of any rights of another, including breach of a person’s or entity’s intellectual property right (each (a)-(h) individually referred to hereinafter as a “Claim”). Should any Claim give rise to a duty of indemnification under this Section 8, R.W.Y.S shall promptly notify Publisher, and R.W.Y.S shall be entitled, at its own expense, and upon reasonable notice to Publisher, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Publisher’s obligations to indemnify or hold R.W.Y.S harmless. Publisher shall not settle any Claim without R.W.Y.S’s prior written consent. Publisher also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investigating or enforcing this Section 8. In the content of this Section 8 only, the term “R.W.Y.S” shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors. 9. Miscellaneous. (a) Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. (b) Third Party Dispute. In the event of a third party claim against either: (a) R.W.Y.S’s intellectual property; or (b) against R.W.Y.S’s right to offer any service or goods on R.W.Y.S’s Website(s) or if, in R.W.Y.S’s opinion, such a claim is likely, R.W.Y.S shall have the right, at its sole option and its sole discretion, to (i) secure the right at R.W.Y.S’s expense to continue using the intellectual property or goods or service; or (ii) at R.W.Y.S’s expense replace or modify the same to make it non-infringing or without misappropriation. (c) Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business of dealings between the parties shall be construed to make them joint ventures or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that Your consent is not necessary to modify any Advertiser/Publisher Service Agreement. (d) Choice of Law/Attorneys’ Fees. This Agreement is governed by the laws of California. The exclusive forum for any actions related to this Agreement shall be in the Courts in the U.S.A. You consent to such venue and jurisdiction. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorney’s fees and costs. (e) Force Majeure. Neither party shall not be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet Service providers, default due to Internet disruption (including without limitation denial of service attack(s), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God. (f) Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public opinion, the remaining provisions of this Agreement shall remain in full force effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver. (g) Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the forgoing, Your consent shall not be required for assignment or transfer made by R.W.Y.S (1) due to operation of law, or (2) to an entity that acquires substantially all of R.W.Y.S’s stock, assets or business, or (3) to a related entity (e.g. parent company or subsidiary of parent company). Your use of the Affiliate/Network Services is irrefutable acknowledgement that You have read, understood and agreed to each and every term and provision of this Agreement. R.W.Y.S. may establish from time to time rules and regulations regarding use of the Affiliate/Network Services as published on the Affiliate/Network Services and incorporated herein. (h) Marketing. Publisher agrees that R.W.Y.S may identify it as a R.W.Y.S Publisher and client lists, and may use Publisher’s name and/or logo solely for such purpose in its marketing materials. Any other uses of Publisher’s name and/or logo not otherwise described or contemplated herein shall require Publisher’s prior written consent. (i) Tax Status and Obligations. R.W.Y.S. is not obligated to and shall not provide you with tax and/or legal advice. R.W.Y.S. undertakes no duty to investigate or research Your tax status and/or obligations, and such research and investigation is solely Your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and R.W.Y.S. is responsible for its own sales tax collection and reporting obligations arising from sales made to Visitors. If R.W.Y.S provides You with information regarding a particular Advertiser or Publisher, the information shall not be deemed tax or legal advice, and R.W.Y.S. shall not be responsible for the accuracy of such information. Any Publisher or Advertiser addresses provided to you are addresses provided by the relevant Advertiser or Publisher, and such addresses may not necessarily indicate the location or presence of the Publisher or Advertiser in such location or elsewhere. (j) Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties with corp. seal or through an acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, R.W.Y.S shall have the right to change, modify or amend (“Change”) this Agreement, in whole or in part, by posting a revised Agreement at least 14 business days prior to effective date of such Change. Your continued use of Network Service after the effective date of such Change shall be deemed Your acceptance of the revised Agreement.

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