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Affiliate
Agreement
THIS IS A LEGAL AGREEMENT BETWEEN THE AFFILIATE AND (PGHPRODUCTS).
BY CLICKING ON THE "I AGREE" BUTTON AT THE END
OF THIS AGREEMENT THE AFFILIATE IS AGREEING THAT AFFILIATE
HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT AFFILIATE AGREES TO BE LEGALLY RESPONSIBLE
FOR EACH AND EVERY TERM AND CONDITION
1) Term of the Agreements: The term of this Agreement
will begin upon our acceptance of your Affiliate application
and will end when terminated by either party. Either you
or we may terminate this Agreement at any time, with or
without cause, by giving the other party written notice
of termination. You are only eligible to earn referral
fees on sales occurring during the term
.2) Modification: We may modify any of the terms and conditions
contained in this Agreement, at any time and in our sole
discretion, Modifications may include, for example, changes
in the scope of available referral fees, fee schedules,
payment procedures and Program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY
RECOURSE IS TO TERMINATE THIS AGREEMENT.
.
This Agreement contains the complete terms and conditions
that apply to Affiliate becoming a member of the PGHPRODUCTS
Affiliate Program. The purpose of this Agreement is to
allow linking between Affiliate's Web Site and the PGHPRODUCTS
Web Site. This Agreement will become effective upon PGHPRODUCTS
acceptance of Affiliate's completed Affiliate Program
Application (the "Effective Date"). PGHPRODUCTS
reserves the right to accept or reject Affiliate's application
solely in PGHPRODUCTS discretion.
Maintenance and Monitoring of Placements
Affiliate agrees to link only to those specific Web pages
that PGHPRODUCTS designates in the Placements, and to
use only the Placements provided for such purpose. Affiliate
may not modify or alter the Placements provided by PGHPRODUCTS
unless for tracking purposes with PGHPRODUCTS approval.
Affiliate may not "frame" or "mirror"
any part of PGHPRODUCTS without the prior written authorization
of PGHPRODUCTS
.
PGHPRODUCTS has the right to monitor the content on Affiliate's
Web Site in a commercially reasonable manner as PGHPRODUCTS
believes necessary to make sure that the Placements are
appropriate and to ensure that Affiliate's Web Site otherwise
complies with the terms of this Agreement. PGHPRODUCTS
has the right to notify Affiliate of any reasonable changes
that Affiliate needs to make to comply with the PGHPRODUCTS
guidelines for the use of the Placements, and to otherwise
comply with the terms of this Agreement.
Affiliate agrees to cooperate with PGHPRODUCTS in order
to establish and maintain any Placements between the PGHPRODUCTS
Web Site and Affiliate's Web Site. Affiliate agrees not
to display any link pertaining to PGHPRODUCTS, for use
as a link or otherwise, other than the Placements that
PGHPRODUCTS provides to Affiliate. If PGHPRODUCTS updates
the Placements, Affiliate will replace the old Placements
with the new ones within a 72-hour period.
Affiliate agrees that PGHPRODUCTS will be allowed to place
an identifying tag in each Placement that will identify
the origin of a user that arrives to the PGHPRODUCTS by
clicking on the Placement.
Compliance with Applicable Laws
Affiliate is solely responsible for the accuracy and appropriateness
of all materials posted on Affiliate's Web Site, and for
ensuring that materials posted on Affiliate's Web Site
are not defamatory, in violation of copyright laws or
otherwise illegal. PGHPRODUCTS disclaims all liability
for these matters.
Press Releases and Other Publicity
Affiliate may not create, publish, distribute, or permit
any written or electronically transmitted publicity material
(including without limitation, advertisements and press
releases) that makes reference to the other party, or
the other party's Web Site without first submitting the
material to PGHPRODUCTS and receiving its consent in writing
(such consent not to be unreasonably withheld). Affiliate
may not issue any public statement(s) regarding the relationship
without the prior approval of the other party. Notwithstanding
the foregoing, PGHPRODUCTS may issue an initial press
release regarding the relationship between the Parties.
PGHPRODUCTS prohibits certain forms of advertising. Advertising
commonly referred to as "spamming" is unacceptable
to PGHPRODUCTS and could damage our goodwill. Other generally
prohibited forms of e-mail include the use of unsolicited
commercial email (UCE), postings to non-commercial newsgroups
and cross-posting to multiple newsgroups at once. In addition,
Affiliate may not advertise in any way that effectively
conceals or misrepresents Affiliate's identity, domain
name, or return email address.
Although PGHPRODUCTS always requires that its written
consent be given for the uses above, PGHPRODUCTS generally
approves mailings so long as the recipient is already
a customer or subscriber of Affiliate's services, and
recipients have the option to remove themselves from future
mailings. PGHPRODUCTS generally approves newsgroup postings
so long as the news group specifically welcomes commercial
messages. In all cases, Affiliate must always clearly
represent itself and its Web Site as independent from
PGHPRODUCTS.
Modification
PGHPRODUCTS may modify any of the terms and conditions
in this Agreement, at any time in its sole discretion.
Modifications may include, but are not limited to, changes
in the scope of Referral Fees, payment procedures, and
PGHPRODUCTS Affiliate Program rules. If any modification
is unacceptable to Affiliate, Affiliate shall have the
right to terminate this Agreement. Affiliate's continued
participation in PGHPRODUCTS Affiliate Program following
the posting of the change notice or new agreement on PGHPRODUCTS
site will constitute Affiliate's agreement to the changes.
Term and Termination
The term of this Agreement will begin on the Effective
Date and will end when terminated by either party. Either
PGHPRODUCTS or Affiliate may immediately terminate this
Agreement at any time, with or without cause, by giving
the other party written notice of termination. Upon the
termination of this Agreement for any reason, all licenses
granted hereunder shall immediately terminate and Affiliate
will immediately cease use of, and remove from Affiliate's
site, all links to the PGHPRODUCTS site, and all PGHPRODUCTS
trademarks and logos, and all other materials provided
in connection with this Agreement.
Grant of Licenses
Subject to the terms of this agreement, you have the nonexclusive,
nontransferable and non-sub licensable right to use and
display PGHPRODUCTS trademarks and service marks, only
to refer specifically to PGHPRODUCTS services and products
in connection with the Links, and only in the form which
PGHPRODUCTS provides you for such limited purposes. Such
referential usage must be truthful, fair and not misleading
or disparaging. PGHPRODUCTS nics trademarks, service marks
and logos must not be incorporated into your own product
names, trademarks, service names; logos, company names
or dba's, and you must not adopt marks or logos that are
confusingly similar to PGHPRODUCTS marks or logos.
Affiliate grants to PGHPRODUCTS a non-exclusive, non-transferable,
revocable right to utilize Affiliate's name, title, and
logo in the advertising, marketing, promoting, and publicizing,
in any manner, of PGHPRODUCTS rights under this Agreement.
PGHPRODUCTS is not under any obligation to so advertise
market, promote, or publicize.
Each party agrees not to use the other's proprietary materials
or intellectual property in any manner that is disparaging
or that otherwise portrays the party in a negative light.
Each party reserves all of its respective rights in the
proprietary materials and intellectual property covered
by this license. Other than the license granted in this
Agreement, each party retains all right, title, and interest
to its respective rights and no right, title, or interest
is transferred to the other.
DISCLAIMER
PGHPRODUCTS PROVIDES THE PGHPRODUCTS WEB SITE AND ALL
INFORMATION AND SERVICES AVAILABLE THEREIN, "AS IS"
AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
REGARDING PGHPRODUCTS OR ANY SERVICES OR INFORMATION PROVIDED
BY ANY MEMBER OF PGHPRODUCTS. ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
IN ADDITION, PGHPRODUCTS MAKES NO REPRESENTATION THAT
THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR
FREE, AND PGHPRODUCTS WILL NOT BE LIABLE FOR THE CONSEQUENCES
OF ANY INTERRUPTIONS OR ERRORS.
Representations, Warranties and Covenants
Affiliate represent and warrant that 1) It has full right,
power, and authority to enter into and be bound by the
terms and conditions of this Agreement and to perform
its obligations under this Agreement, without the approval
or consent of any other party; 2) It has sufficient right,
title, and interest in and to the rights granted to PGHPRODUCTS
in this Agreement; 3) That material posted on its Site
does not violate or infringe upon the rights of any third
party and all applicable copyright and other laws that
pertain to it; and 4) It shall not to make any representations
or warranties regarding the services provided by PGHPRODUCTS
that are disparaging or that otherwise portray PGHPRODUCTS
in a negative light.
LIMITATIONS OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, PGHPRODUCTS WILL NOT BE LIABLE TO AFFILIATE
WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER
ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER
LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED
REVENUE, PROFITS OR LOST BUSINESS), EVEN IF PGHPRODUCTS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
IN THIS AGREEMENT, IN NO EVENT SHALL PGHPRODUCTS CUMULATIVE
LIABILITY TO THE COMPANY ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING
WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) OR
OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL
FEES PAYABLE TO THE COMPANY UNDER THIS AGREEMENT.
Indemnification
Affiliate agrees to indemnify and hold harmless PGHPRODUCTS
and its employees, directors, representatives, agents,
and affiliates, against any and all claims, suits, actions,
or other proceedings brought against PGHPRODUCTS based
on or arising from any claim resulting from Affiliate's
breach of the warranties and covenants in Section 9. Affiliate
agrees to pay any and all costs, damages, and expenses,
including, but not limited to, reasonable attorneys' fees
and costs awarded against or otherwise incurred by the
other party in connection with or arising from any such
claim, suit, action, or proceeding.
Confidentiality
In connection with the activities contemplated by this
Agreement, each party may be permitted at the discretion
of the other access to confidential and proprietary technical
or business information of the other party, including
without limitation (i) proposals, ideas or research related
to possible new products or services; (ii) financial statements
and other financial information; (iii) any reporting information
required by the Agreement; and (iv) the terms of this
Agreement and the relationship between the Parties (collectively,
"Confidential Information"). Confidential Information
may include, without limitation business or technical
information, such as business, financial, marketing, and
product development plans, forecasts, strategies, techniques,
and information; business operation and systems; names,
expertise, and other information concerning employees;
customers, consultants; and/or vendors; trade secrets;
discoveries; ideas; inventions (whether patentable or
not); improvements; research; development, know-how, designs,
products, compositions, prototypes, computer programs,
code, algorithms, formulas, processes, and schematics.
Each party will take reasonable precautions to protect
the confidentiality of each of the other party's Confidential
Information, which precautions will be at least equivalent
to those taken by such party to protect its own Confidential
Information. Except as required by law or as necessary
to perform under this Agreement, no party will knowingly
disclose the Confidential Information of any other party
or use such Confidential Information for its own benefit
or for the benefit of any third party. Each party's obligations
in this Section with respect to any portion of another
party's Confidential Information shall terminate when
the party seeking to avoid its obligation under such Section
can document that: (i) it was in the public domain at
or subsequent to the time it was communicated to the receiving
party ("Recipient") by the disclosing party
("Discloser") through no fault of Recipient;
(ii) it was rightfully in Recipient's possession free
of any obligation of confidence owed to the Discloser
at or subsequent to the time it was communicated to Recipient
by Discloser; (iii) it was developed by employees or agents
of Recipient independently of and without reference to
any Confidential Information communicated to Recipient
by Discloser; (iv) it was communicated by the Discloser
to an unaffiliated third party free of any obligation
of confidence; or (v) the communication was in response
to a valid order by a court or other governmental body
or was otherwise required by law. Upon the termination
or expiration of this Agreement, each party shall return
upon the other's request or otherwise destroy all Confidential
Information of the other party in its possession.
Miscellaneous
Entire Agreement This Agreement constitutes and contains
the entire agreement between the Parties with respect
to the subject matter hereof and supersedes any prior
oral or written agreements. This Agreement may not be
amended except in writing signed by the Parties. Each
party acknowledges and agrees that the other has not made
any representations, warranties or agreements of any kind,
except as expressly set forth herein. All exhibits attached
to this Agreement are incorporated hereby and shall be
treated as if set forth herein.
Relationship of Parties Each party shall be deemed to
be independent contractors with respect to the subject
matter of this Agreement, and nothing contained in this
Agreement shall be deemed or construed in any manner as
creating any partnership, joint venture, employment, agency,
fiduciary, or other similar relationship. The Affiliate
shall be responsible for all taxes due on Referral Fees
or other payments paid to the Affiliate under this Agreement.
Assignment Affiliate may not assign its rights or obligations
under this Agreement to any party.
Applicable Law This Agreement shall be governed by and
interpreted in accordance with the laws of the State of
Georgia without regard to the conflicts of laws, rules
and principles thereof.
Severability If any provision of this Agreement is held
to be invalid or unenforceable, that provision shall be
eliminated or limited to the minimum extent necessary
such that the intent of the Parties is effectuated, and
the remainder of this agreement shall have full force
and effect.
Survival Sections 8-13 shall survive termination of this
Agreement.
Notices Any notice required under this Agreement may be
given by email, fax or written letter.
General Conditions
PGHPRODUCTS reserves the right, at its full discretion,
to disqualify any individual it finds to be tamp erin
g with the Qualifying process or the operation of the
affiliate program or to be acting in violation of this
agreement. If we determine, in our sole discretion that
the this affiliate program is compromised by virus, bug,
robot entries, or other corruption of the administration,
security or proper management of the program, then at
our sole discretion, we can cancel this program. In the
event of your non-compliance with any requirement stated
herein, your commission may be forfeited.
Anti-Predatory Policy
(a) No affiliate will replace, intercept, interfere, hinder,
disrupt or otherwise alter in any manner the Web users'
access, view or usage of, or other aspect of the Web users'
experience at, any affiliates webpage (as defined below)
in a manner that causes or otherwise results in a different
experience from that was otherwise intended by such affiliate;
(b)No Affiliate will block, alter, direct or redirect,
or substitute, insert or append itself to, or otherwise
intercept or interfere in any manner with, any click-through
or other traffic-based transaction that originated from
an affiliate webpage (including without limitation any
return visit to PGHPRODUCTS to which such click-through
or other traffic reached or intended to reach) with the
result of reducing compensation or other payment earned
by or owing to an affiliate or increasing any payment
obligation of PGHPRODUCTS with respect to any individual
transaction.
No Auto Cookie Setting Allowed
You agree not to auto-set a cookie on the user's browser
in any way. Auto-setting cookies or causing forced clicks
by way of popups or pop-unders that open the merchant's
site without a click, framing techniques, redirects, or
any other means is not allowed. We reserve the right to
expire publishers that are using any type of auto-cookie
setting. If you are unclear as to what constitutes auto
cookie setting, please contact: affiliates@usapghp.com
for clarification.
No Affiliate Spamming Allowed
Affiliate spamming is the practice of duplicating content
from the PGHPRODUCTS website onto your own sites, or engaging
in other search engine "spam" tactics. The following
is a list from Yahoo's guidelines on what is NOT allowed:
Pages built primarily for the search engines
Misuse of competitor names
Multiple sites offering the same content
Pages dedicated to directing the user to another page
Pages that have substantially the same content as other
pages
Sites with numerous, unnecessary virtual hostnames
Pages in great quantity, automatically generated or of
little value
No affiliate past or present may branch off and sell their
own all natural diet pill that bears any similarly to
Phentramine Hoodia Diet Pills or Adaprex Hoodia Diet Pills
or Phenterine Hoodia Diet Pills. No text or testimonials
can be used from any of our sites or affiliate sites to
be used on other sites... competitors alike. All knowledge
from PGHProducts can not be used to gain profit for the
affiliate while working with and / or with out PGHProducts.
All knowledge of the Phentramine and Adaprex and Phenterine
ingredients can not be used to make your own product and
to market your own product. All websites that said so
affiliate used with PGHProducts can not be turned around
to promote their own all natural diet pill. Phentramine,
Adaprex and Phenterine are all priority blend, trade mark
products and all text is copywrited.
AFFILIATE
HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND
ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON AFFILIATE
WITHOUT RESERVATION. AFFILIATE HAS ALSO TAKEN INTO ACCOUNT
THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS
OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO
PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO AFFILIATE
TO INDUE AFFILIATE TO SIGN THIS AGREEMENT. AFFILIATE AGREES
TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.
Exhibit A Definitions
Definitions. As used in this Agreement, the terms set
forth below shall have the following meanings:
"Company Site" means the Internet Site operated
by the Company.
"PGHPRODUCTS Marks" means the trademarks, trade
names, service marks and logos of PGHPRODUCTS that may
be delivered by PGHPRODUCTS to the Company hereunder.
"PGHPRODUCTS Site" means the Internet Sites
operated by PGHPRODUCTS.
"Placements" means (i) graphical links, text
links, logos and other promotions that are offered by
PGHPRODUCTS now or in the future that link directly from
the Company Site to the PGHPRODUCTS Site and (ii) other
promotions that are offered by the Company now or in the
future and link directly to the PGHPRODUCTS Site.
"User Data" means data regarding a user provided
by such user on the PGHPRODUCTS Site, including without
limitation the user's name, e-mail address, telephone
number and other information about the user.
© 2005 PGHProducts, All rights reserved.
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UP I accept these terms and wish to register
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