Backlink Booster Affiliate Program Agreement

Affiliate Program Terms

1. Definitions. Certain terms in this Affiliate Agreement will have the meanings set forth below or attributed to them in various sections of the Affiliate Agreement.
   
   
1. “Affiliate” shall mean the individual or company that completes the Affiliate Application and wishes to promote IPS Products (defined below) in exchange for commission-based compensation. However, use of the term "Affiliate" in this Affiliate Agreement shall not be interpreted or construed to mean that any party to this Affiliate Agreement is an "affiliate" of any other party for purposes of any federal and state securities laws.
   
   
2. “IPS Sites” shall include www.iPowered.biz, www.BacklinkBooster.com, www.MasterLinker.com, www.Socialize.MX, www.Potoso.com, and other sites IPS may develop in the future.
   
   
3. “IPS Products” shall include Backlink Booster, MasterLinker, Socialize, TopLinks, LinkFinder, IndexChecker, Potoso, and other products IPS may develop in the future and offer as part of this Affiliate Agreement.
   
   
4. “Affiliate Link” means a hypertext and/or graphical link that is encoded with the Affiliate’s unique ID code and directs users from a website, email, or other promotional medium, to one or more of the IPS Sites.
   
   
5. “Affiliate Promo Code” means a special code generated for an Affiliate that enables the Affiliate to promote IPS Products at a pre-determined discount.  Each promo code is uniquely assigned to one Affiliate.
   
   
6. "Affiliate Originated Visitor" means a unique end-user who accesses any of the IPS Sites through an Affiliate Link.
   
   
7. "Affiliate Subscriber" means a customer that actively subscribes to and pays for a subscription to one or more of the IPS Products as a result of clicking on an Affiliate Link and/or entering an Affiliate Promo Code during the checkout process.
   
   
8. "Brand Features" means IPS Site or IPS Product trade names, trademark, service mark and/or logo owned, developed and/or authorized by IPS.
   
   
9. "IPS Content" means IPS-provided articles and other content designed to promote or explain any of the IPS Products or IPS Sites.
   
   
10. "Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the IPS Sites, IPS Products, or other IPS proprietary information.
    
    
2. Enrollment in the Program. To begin the enrollment process, Affiliate must complete and submit the Affiliate Application (“Application”) via an IPS Site. IPS will evaluate your Application and notify you of the acceptance or rejection of your Application. IPS may reject your Application and reserves the right to terminate this Affiliate Agreement for any reason, with or without notice to Affiliate, including but not limited to a determination that the Affiliate is not actively promoting IPS Products to potential subscribers.
   
   
3. Links. Affiliate agrees to promptly post at least one Affiliate Link to one or more IPS Sites at one (or more) web sites owned or operated by Affiliate ("Affiliate Site(s)") no later than five (5) business days following IPS's acceptance of Affiliate into the Affiliate Program. Affiliate Links may not be placed in unsolicited email, counters, or any other place where the link could be considered SPAM. Any Affiliate Link placed must be done so in such a way that it is not misleading to any Affiliate Originated Visitor and done so with the intention of delivering visitors to the IPS Site for that Link. Affiliate acknowledges that the Affiliate Site will include the Brand Features, and Affiliate has no right to alter, remove, or customize the Brand Features. Affiliate will not use or display the Affiliate Link(s) or the Brand Features in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of IPS, IPS Sites, IPS Products, or the goodwill associated with the Brand Features.
   
   
4. Affiliate Obligations and Restrictions. Affiliate will be solely responsible for the development, operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site or in other promotional media, including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Site or in promotional media; and (b) ensuring that materials posted on Affiliate Site or in promotional media do not violate or infringe upon the rights of any third party. Affiliate agrees to refrain from the following: (a) purchasing and/or using domain name(s) that incorporate any portion of the Brand Features; (b) You must adhere to our keyword/search restrictions as updated from time to time and made available in our welcome email and FAQ section of the affiliate control panel (c) identifying the Affiliate Site as an "official site" ("affiliate" or "authorized affiliate" are permitted uses); and (d) changing any IPS Product price and/or offering any additional Affiliate discounts or rebate on any IPS Product. Affiliate agrees not to promote the Products in any affiliate marketplaces, forums, as part of a service or “package” whereby the end-user is not required to become a Subscriber, or in any illegal or immoral manner. Furthermore, Affiliate agrees to obtain prior written approval from IPS if the Affiliate wishes to promote IPS Products in paid media, whether printed, electronic or broadcast.
   
   
5. Indemnification. Affiliate hereby agrees to indemnify, defend and hold harmless IPS, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of the Affiliate Program or any portion of this Affiliate Agreement. Affiliate also agrees not to disparage or otherwise negatively portray IPS or any IPS Sites, IPS Products or Brand Features in any manner, publicly or privately.
   
   
6. Competitive Services. If you are approved as an Affiliate, IPS would prefer that you not be an affiliate or otherwise promote, market or sell any products that are competitive with IPS Products. If you do market competitive products and services, you agree to place your Affiliate Link, banners, and any other content identifying IPS Products and/or describing IPS Products in a location and in a manner on your Affiliate Site or promotional materials that is equal to or better than the location and manner in which you place a competitor's content.
   
   
7. Order Processing. IPS will process orders placed by users who follow your Affiliate Links to IPS Sites or enter your Affiliate Promo Code when subscribing to an IPS Product. IPS reserves the right to reject or withhold acceptance or fulfillment of orders for any reason or for no reason, including but not limited to the failure of any customer making an order to comply with our terms and conditions of sale, (which we may revise periodically without notice to you). IPS will be responsible for all aspects of order processing, fulfillment, billing and collections. The amount of sales generated using the Affiliate Links or Affiliate Promo Codes for IPS Products will be tracked by IPS (the "Tracking Data"). Affiliate will have access to the Tracking Data via the Affiliate Control Panel (“Control Panel”) at each IPS Site where the Affiliate can check the Affiliate’s sales activity on a daily basis. To permit accurate tracking and reporting, Affiliate must ensure that their Affiliate Links are properly formatted and maintained.
   
   
8. Compensation. As compensation for the Affiliate’s efforts, Affiliates earn commissions on payments received minus refunds, charge backs, disputes and other credits (“Net Revenues”) each month from the Affiliate’s Subscribers. Affiliate will earn a commission equal to 20% (“Commission Rate”) of Net Revenues each month, unless the Affiliate has a signup code that grants them a different Commission Rate.
   
   If a subscriber has been directed to an IPS Site by more than one Affiliate Link, then the Affiliate Link that most recently referred the subscriber to the IPS Site shall receive credit for the subscriber and the resulting commissions.
   
   
9. Payments. Subject to Section 8 above, IPS will pay Affiliate an amount equal to the prior month’s Net Revenues times the Commission Rate (“Commissions Payable”). Commissions Payable for a month shall be paid approximately fifteen (15) days following the end of that calendar month.  IPS will remit payment to the Affiliate via the Affiliate's PayPal account they provide in their account settings, less any other fees or reduction for returns that IPS is required to withhold, and excluding fraudulent, redundant, or non-qualifying Commissions. If the Commissions Payable to Affiliate for any calendar month are less than $25.00, IPS will hold those commissions until the total unpaid Commissions Payable is at least $25.00 (unless this Affiliate Agreement is terminated). Affiliate may be taxed on the accrual of Commissions, depending on the tax laws of Affiliate's federal, state, and local jurisdictions. Affiliate shall be responsible for any and all tax liability arising out of your accrual or receipt of Commissions and Affiliate hereby agrees to indemnify and hold IPS harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from such tax liability.
   
   
10. License Grant. IPS hereby grants to Affiliate a limited, nonexclusive, royalty-free, nontransferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the Brand Features and IPS Content solely in the form delivered by IPS. Affiliate is only entitled to use the Brand Features and IPS Content to the extent that the Affiliate is a member in good standing in the Affiliate Program.
    
    
11. Reservation of Rights. IPS reserves all rights other than those expressly granted in this Affiliate Agreement, and no licenses are granted except as expressly set forth herein. IPS retains all right, title, and interest in and to the Brand Features, the IPS Sites and IPS Products, together with all Intellectual Property Rights thereto. In addition, IPS shall establish all IPS Product pricing and associated fees, and IPS may, in its sole discretion, change the IPS Product pricing with or without notice.
    
    
12. Program Information. IPS will own all right, title and interest in and to all information that is created or collected in the operation of the Affiliate Program, IPS Sites and IPS Products, including, without limitation: (i) any contact information collected from any Affiliate Originated Visitors, (the "Contact Information"); and (ii) any information collected about IPS Product sales at the IPS Sites generated through the Affiliate Links or Affiliate Promo Codes, (the "Sales Information"). IPS will not share contact information with Affiliates and/or other third parties. IPS will make certain Sales Information available online to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without IPS’s prior approval. Subject to the terms and conditions of this Agreement, IPS grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section. Each party shall comply with its respective privacy policies and statements in handling, using and disclosing any Contact Information and Sales Information.
    
    
13. Termination. This Affiliate Agreement shall immediately become effective on the date the Affiliate submits their Affiliate Application, and ends when terminated by either the Affiliate or IPS, in accordance with this Agreement. This Agreement may be terminated (i) by IPS, with or without cause, and with or without notice to Affiliate, and (ii) by Affiliate, with or without cause, by removing the Brand Features from the Affiliate Site, and notifying IPS of its intention to terminate the Affiliate Agreement. Upon termination or expiration of the Affiliate Agreement: (i) all licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Link(s) and Brand Features from Affiliate Sites or promotions; (iii) IPS will pay Affiliate any accrued and unpaid Commissions Earned; and (iv) Sections 14, 15, 16, 17, 18, 20, 21 and 24 and this sentence will survive. If IPS should terminate this Agreement because Affiliate is in breach of a material term, IPS may withhold Commissions Earned in an amount equal to the amount by which IPS believes in good faith that it has been damaged by such breach, including prospective damages and damages resulting from claims by third-parties caused by such breach. Upon termination of this Affiliate Agreement, either by the Affiliate or IPS, Affiliate hereby agrees that it has no claim to any future Commissions Earned.
    
    
14. Modification. At any time and in IPS's sole discretion, IPS may modify any of the terms and conditions contained in this Affiliate Agreement by (i) posting a change notice or a new agreement on IPS Sites and/or (ii) emailing a revised agreement to Affiliate. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate's continued participation in the program following IPS's posting of a change notice or new agreement on IPS Sites and/or Affiliate's receipt of a revised agreement will constitute binding acceptance of the modification.
    
    
15. Disclaimer. IPS SITES, IPS PRODUCTS, AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND IPS EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE IPS SITES AND IPS PRODUCTS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, IPS MAKES NO REPRESENTATION OR WARRANTY THAT THE AFFILIATE LINKS, THE TRACKING DATA, THE OPERATION OF IPS SITES OR IPS PRODUCTS, OR IPS'S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY AFILIATE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, AND IPS SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. IPS SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF IPS'S PRODUCTS AND/OR IPS’S SITES.
    
    
16. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL IPS BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AFFILIATE AGREEMENT OR THE AFFILIATE PROGRAM. WITHOUT LIMITING THE FOREGOING, IPS'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AFFILIATE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.
    
    
17. Authority. If the person entering into this Affiliate Agreement is acting on behalf of his or her company, such person represents to IPS that he or she has all requisite corporate power and authority to enter into this Affiliate Agreement on behalf of Affiliate, that this Affiliate Agreement has been duly authorized by Affiliate and that this Affiliate Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold IPS harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section. If the person entering into this Affiliate Agreement is acting on one's behalf, such person represents to IPS that he or she is an individual, 18 years of age or older, who is a U.S. citizen or permanent resident and is not a citizen or permanent resident of Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria.
    
    
18. Publicity. Affiliate shall not create, publish, distribute, or permit any written material that makes reference to IPS without first submitting such material to IPS and receiving written consent from IPS.
    
    
19. Relationship of Parties. Affiliate and IPS are independent contractors, and nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make or accept any offers or representations on IPS's behalf. Affiliate will not make any statement, whether on Affiliate Site or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents.
    
    
20. Communications. Affiliate agrees that by becoming an IPS Affiliate, IPS will contact you on a periodic basis with information about IPS's Affiliate Programs.
    
    
21. Geographic Scope. All the rights and obligations of both IPS and Affiliate are valid worldwide where applicable and allowed by local laws and customs.
    
    
22. Miscellaneous. This Affiliate Agreement shall be interpreted in accordance with the laws of the State of Colorado without reference to conflicts of law provisions, and any legal proceeding arising out of this Affiliate Agreement will occur in Jefferson County, Colorado, USA. This Affiliate Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Affiliate Agreement contains the entire agreement between IPS and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between IPS and Affiliate with respect to the subject matter hereof. Affiliate may not assign all or any part of this Affiliate Agreement without IPS's prior written consent. Except as set forth in Section 14, this Affiliate Agreement may not be modified without the prior written consent of both parties.
    
    
23. Notice. Any notice to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or email with read receipt. The date of receipt shall be deemed the date on which such notice is given. Notice to IPS via mail shall be directed to Internet Powered Solutions LLC, 16921 W 64th Drive, Arvada, CO 80007 Attn: Affiliate Manager. Notice via facsimile shall be sent to (303) 482-1055. Notice via email shall be sent to notices@ipowered.biz.
    
    
24. Assignment. You may not assign this Affiliate Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Affiliate Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective successors and assigns.
    
    
25. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AFFILIATE AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS OR SUBSCRIBERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AFFILIATE AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AFFILIATE AGREEMENT.
    
    
26. ENTIRE AGREEMENT. This Affiliate Agreement contains the entire agreement of the parties regarding the subject matter of this Affiliate Agreement, and there are no other promises or conditions in any other agreement whether oral or written.
    
    
27. SEVERABILITY. If any provision of this Affiliate Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Affiliate Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.