1.1. This Agreement is made and entered into between NCSAcademy.com, and an "Affiliate". Whereas NCSAcademy.com, is an Internet merchant offering various products and services to consumers and "Affiliate" will refer buyers of such products and services to NCSAcademy.com, Affiliate will be paid a commision for all sales made to buyers it has sent to NCSAcademy.com, The commission amount paid to Affiliate will be set and determined by NCSAcademy.com, in its sole discretion.
1.2. At any time NCSAcademy.com, Inc may with or without notice (a) change, any aspect of this Affiliate program or (b) suspend (c) remove, alter, or modify any graphic or banner ad provided by NCSAcademy.com, Affiliate agrees to promptly implement any request from NCSAcademy.com, to remove, alter or modify any graphic or banner ad provided by NCSAcademy.com, that is being used by Affiliate.
2.1. Affiliate will link its site to areas within NCSAcademy.com's site using special URLs specified by NCSAcademy.com, Affiliate may post as many links to the Required URLs and the rest of NCSAcademy.com's site as it likes on Affiliate's site. The position, prominence and nature of links on the Affiliate's site will be at the discretion of Affiliate. Any SPAMMING by Affiliate WILL RESULT IN IMMEDIATE ACCOUNT TERMINATION with all funds due to Affiliate to date revoked.
2.2. Affiliate agrees not to make any representations, warranties or other statements concerning NCSAcademy.com, NCSAcademy.com's site, any of NCSAcademy.com's products or services, or NCSAcademy.com's site policies, except as expressly authorized by the Engagement. Affiliate agrees not to use or post any graphic, banner, or link relating to NCSAcademy.com, not provided by NCSAcademy.com, without express written approval.
2.3. Affiliate is responsible for notifying NCSAcademy.com, of any malfunctioning of the Required URLs or other problems with Affiliate's participation the Affiliate Program. NCSAcademy.com, will use reasonable efforts to respond to concerns upon notification by Affiliate.
2.5. Affiliate agrees that it shall in no way frame NCSAcademy.com's site.
3.1. NCSAcademy.com, agrees to pay Affiliate the commission specified and currently posted on the NCSAcademy.com, web site if NCSAcademy.com, sells to a visitor to NCSAcademy.com, Inc's site (a "Customer") a product or service if that Customer has accessed NCSAcademy.com, Inc's site and purchased the product or service via a Qualifying Link. Commissions shall be paid monthly within 30 days of the end of each month. The commission payment shall only be made if the aggregate commission for the month exceeds $25. Commission(s) not exceeding $25 shall carry over to the next month's payment schedule.
3.2. A "Qualifying Link" is a link from Affiliate's site to NCSAcademy.com's using one of the Required URLs or any other URL provided by NCSAcademy.com, if it is the last link to the NCSAcademy.com's site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with NCSAcademy.com's site via a link from the Affiliate's site and terminating when a purchase is made.
3.3. NCSAcademy.com, shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between NCSAcademy.com, and the Customer.
3.4. All determinations of Qualifying Links and whether a commission is payable will be made by FeeMoney.com, and will be final and binding. Prices for the products will be set solely by NCSAcademy.com, in its discretion.
3.5. In the event NCSAcademy.com, , in its sole discretion, suspects fraud or other unlawful conduct by Affiliate or by any third party accessing NCSAcademy.com's site through links on Affiliate's site, NCSAcademy.com, shall be entitled to suspend or deny payments in whole or in part to Affiliate in NCSAcademy.com's sole discretion.
Ownership and Licenses
4.1. All materials within NCSAcademy.com's site, including data, text, graphics, and other files, and their selection and arrangement thereof, are copyrighted works of NCSAcademy.com, . Affiliate is granted a limited license to display, copy and download materials on the site for personal, non-commercial use only. Any prior commercial use of any copyrights requires the prior written consent of NCSAcademy.com, . All trademarks, service marks, trade names and logos (collectively, "Marks") are either registered or unregistered marks of the NCSAcademy.com, or its vendors. No Marks may be copied, imitated or used without the prior written consent of NCSAcademy.com, or the third-party owner, and nothing in this Agreement confers any rights in the Marks to Affiliate.
4.2. NCSAcademy.com, grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated or during the registration process, on Affiliate's site solely for the purpose of creating links from Affiliate's site to NCSAcademy.com's site. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
4.3. Affiliate grants NCSAcademy.com, a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from NCSAcademy.com's site to Affiliate's site if NCSAcademy.com, so desires. NCSAcademy.com, will remove such graphic or banner ad upon Affiliate's request.
5.1. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other party. However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement.
6.1. Affiliate represents and warrants that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby. Affiliate further represents and warrants that Affiliate's site contains no material that infringes on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy or that violates any applicable law, statute, ordinance, or regulation.
6.2. Affiliate represents and warrants that Affiliate's site contains no material that is defamatory or libelous; that violates any laws regarding unfair competition, anti-discrimination or false advertising; or that promotes violence or contains hate speech.
6.3. Affiliate represents and warrants that it is not a reseller of any products offered on NCSAcademy.com's web site.
6.4. NCSAcademy.com's site, including all products, software, functions, materials and information, and any services sold, provided made available through the site, are provided "as is" without warranties of any kind, either express or implied. NCSAcademy.com, disclaims all warranties, either express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and any implied warranties of merchantability for a particular purpose or use, non-infringement, title, merchantability of computer programs and informational content, including any warranties concerning Year 2000 compliance of products, software or services sold, third-party sites linked to, or otherwise made available on this site, or absence of viruses or other harmful programs.
NCSAcademy.com, does not warrant or make representations regarding the operation of NCSAcademy.com's site, the use, validity, accuracy or reliability of, or the results of the use of the materials on NCSAcademy.com's site, the products or services obtained through the site or linked to the site. The materials or prices on the site may be out of date or in error, and NCSAcademy.com, makes no commitment to update the materials at the site. No advice or information, whether oral, written or obtained by Affiliate or any of its referals or buyers from NCSAcademy.com, or through NCSAcademy.com's site shall create any warranty not expressly made herein.
NCSAcademy.com, does not and cannot guarantee or warrant that the files available for downloading from this site, if any, will be free from viruses, logic bombs, worms, Trojan horses or other code that manifests contaminating, destructive or operationally degrading properties.
NCSAcademy.com, does not warrant that the site, product, software, materials or services will be uninterrupted or error-free or that any defects in the site, product, software, materials or services will be corrected. NCSAcademy.com, DOES NOT WARRANT THE MERCHANTABILITY, ACCURACY, COMPLETENESS, TIMELINESS, CURRENTNESS, NONINFRINGEMENT, OR LEGAL CORRECTNESS OF ANY OF THE PRODUCTS. SERVICES OR INFORMATION PROVIDED. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY PRODUCTS, SERVICES OR INFORMATION. NCSAcademy.com, MAKES NO WARRANTIES, EXPRESS OR IMPLIED AS TO RESULTS TO BE OBTAINED FROM USE OF ANY OF ITS PRODUCTS, SERVICES OR INFORMATION, AND MAKES NO EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE. IN NO EVENTS SHALL NCSAcademy.com, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES AND DAMAGES THAT MAY RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF ANY PRODUCT OR INFORMATION) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NCSAcademy.com, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH PRODUCT, SERVICE OR INFORMATION OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES. YOU AGREE THAT THE LIABILITY OF NCSAcademy.com, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH ANY PRODUCT, SERVICE OR INFORMATION SHALL NOT EXCEED THE AMOUNT YOU PAID TO NCSAcademy.com, FOR THE PRODUCT, SERVICE OR INFORMATION. Some jurisdictions may not allow the exclusion or limitation on duration of implied warranties, so the above exclusion may not apply to you only with respect to implied warranties.
7.1. Affiliate hereby agrees to indemnify, defend and hold harmless NCSAcademy.com, and its affiliates, directors, officers, shareholders, employees, representatives, and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
Limitation of Liability
8.1.v IN NO EVENT SHALL NCSAcademy.com, BE LIABLE TO Affiliate FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NCSAcademy.com's LIABILITY ARISING OUT OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT (OTHER THAN FOR PAYMENT COMMISSIONS) EXCEED THE AMOUNT OF COMMISSIONS PAID TO Affiliate FOR THE 1 MONTH PRIOR TO THE CONDUCT GIVING RISE TO Affiliate'S CLAIM.
9.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
9.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of South Carolina. If you need to send official correspondence, send it via registered mail to NCSAcademy.com, to the attention of the legal department.
9.3. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.
9.4. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
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