Affiliate Agreement

This agreement covers the affiliate program for Effexis Software and GoalsToAction.com which are owned by Effexis Software, LLC (Effexis.)

This agreement is by and between Effexis Software and/or their assigns and all subscribers. Unless the context requires otherwise, Effexis Software (Effexis) and/or their assigns shall be referred to as "Effexis, us, we, or our" and you shall be referred to as "you, your or subscriber."

You understand that Effexis and/or their assigns does not guarantee or predict any type of profit or response from said services. Subscriber agrees to hold Effexis harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which Effexis and/or their assigns may become subject arising out of or relating in any way to the use of the services provided under this agreement, including, without limitation, in each case attorneys' fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.

1ShoppingCart Affiliate Program

You acknowledge that 1ShoppingCard.com is the e-commerce provider that operates the Effexis affiliate program and is responsible for all tracking of affiliate sales and commissions.

A. Services to be Provided. We agree to pay you certain commissions as described on our website for referral sales made by customers. Commissions may vary from product to product. We reserve the right to change commissions at any time without prior notice.

For a sale to generate a commission, the customer must complete the purchase of the product(s) through the 1ShoppingCart order process, and must have the affiliate "cookie" in the PC used to purchase the products at the time of purchase.

The "cookie" is only placed on a user's PC when they follow your correctly structured and coded affiliate link using a web browser that supports storing cookies. Word of mouth or other types of referrals that don't follow your affiliate link will not result in a commission.

Affiliate is solely responsible for using a correctly structured and coded affiliate link to refer potential customers.

You acknowledge that if the customer removes or blocks the "cookie" from his/her PC before the purchase, your commission may not be correctly tracked.

B. Order Fulfillment

Effexis will be solely responsible for processing every order placed by customers on any of our websites. Affiliates are not authorized to collect payments or sell any Effexis products. Affiliates are not "resellers" of Effexis products and no "resale" rights are granted by participating in the affiliate program.

Affiliates are not authorized to sell any Effexis products on eBay or any other auction site. Affiliates are not authorized to give away or otherwise distribute Effexis products.

Affiliates acknowledge that Effexis is responsible for customer support, and that no physical product is shipped for electronic delivery products.

C. Marketing

If you promote products offered by Effexis and/or GoalsToAction, you agree to the following terms:

• You agree not to use unlicensed materials protected by trademark or copyright laws.
• You agree to comply with federal and state laws, including US laws regarding unsolicited commercial email (UCE), spam, and FTC laws.
• You agree to not promote any gambling or sexual material from the same website where you promote Effexis products.
• You agree not to use mass unsolicited emailing (i.e. SPAM) in any of your promotions.
• You agree not to use other types of Internet abuse (such as forum spam, blog spam, or other types of spam) to promote products.

The following activities are considered Internet abuse and/or spam and may not be used when promoting Effexis products:

Electronic email messages addressed to recipients with whom the sender does not have a prior business or personal relationship, or is not sent at the request of, or with the express consent of, the recipient through a valid opt-in procedure.

Solicitations posted to chat rooms, or to individuals or groups using an "Instant Messaging" system.

Messages posted to forums, blogs, Usenet, or other message boards that are unrelated to the topics of discussion, posted excessively, or against the owner's rules and/or policies.

Affiliates participating in SPAM or other forms of Internet abuse may be removed from the program at any time.

D. Terms

You agree: (1) to use our system in a manner that is ethical and in conformity with community standards; (2) to respect the privacy of other users (you shall not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another user unless explicitly authorized to do so by that user); (3) to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property; (4) to accept commercial emails from us.

If we learn of a violation or likely violation of this agreement, we reserve the right to terminate your account immediately. We may re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances.

YOUR SERVICE WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD YOU USE OUR SYSTEM AS PART OF ANY SPAM OR UCE BULK EMAIL CAMPAIGN. You may also be subject to fines and legal actions as a result of your bulk email promotion.

E. Qualifying Sites

Effexis reserves the right to refuse entry or drop any affiliate from the affiliate program based on website content. The following types of websites do not qualify for the Effexis affiliate program. Websites that:

• Violate intellectual property rights (including copyright and trademark)
• Promote sexually explicit materials or violence
• Promote illegal activities
• Discriminate based on race, sex, religion, nationality, age, or disability

F. Payment

You agree that 1ShoppingCart is responsible for all commission tracking that result from this affiliate program.

You agree to be paid your commissions via the PayPal service and MUST provide a valid PayPal email address as part of your affiliate profile to receive commission payments.

Commission does not apply to shipping and handling charges associated with physical products or to any taxes/fees.

Commission payout is typically the 5th of the month following the month of the sale. Minimum commission payout is $50.

We reserve the right to HOLD your commission payout for a period of 90 days after a sale at our sole discretion. We may do this on a case-by-case basis to account for excessive customer refund requests from your leads.

Affiliates are NOT eligible to receive commissions on their own purchases.

If you are a United States resident or your company is based in the United States, you agree to provide your Social Security Number or Taxpayer Identification number and to provide an IRS W-9 form for tax reporting purposes whenever your commission payments exceed $600.

G. Customers

Customers who purchase Effexis products or services after being referred through your affiliate link will be deemed to be customers of Effexis.

H. Pricing

Effexis reserves the right to change product prices at any time and without notice, including running special promotions and/or discounts. All commissions are based on the price of products at the time of purchase.

Product availability is also subject to change without notice.

I. Relationships of Parties

You acknowledge that affiliates and Effexis are independent parties. Nothing in this agreement will in any way constitute any association, partnership or joint venture between You and Effexis, be construed to evidence the intention to establish any such relationship or be construed as making You an employee, agent or legal representative of Effexis.

J. No Warranties

WE MAKE NO WARRANTIES TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE Effexis, ITS SUBCONTRACTORS AND AFFILIATES PROVIDE YOU. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE.

K. Limitation of Liability

You agree to indemnify Effexis from and against any liability that Effexis may incur arising from Your breach of this agreement or Your participation in the affiliate program. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EFFEXIS OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES FOR PERSONAL INJURY, LOSS OF PROFITS, LOSS OF CONFIDENTIAL INFORMATION, LOSS OF DATA OR BUSINESS INTERRUPTION), HOWEVER CAUSED, WHETHER FORESEEABLE OR UNFORSEEABLE, ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, MISREPRESENTATION, NEGLIGENCE OR STRICT LIABILITY IN TORT) AND WHETHER OR NOT EFFEXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BASED ON CLAIMS OF YOU OR ANY OTHER PARTY ARISING OUT OF OR IN ANY WAY RELATED TO (A) THIS AGREEMENT, (B) THE NEGLIGENCE OF EFFEXIS OR ITS EMPLOYEES, CONTRACTORS OR AGENTS, OR OF ANY SUPPLIER, THAT IS IN ANY WAY RELATED TO THE PERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT, (C) YOUR USE OR MISUSE OF THE AFFILIATE PROGRAM, (D) YOUR INABILITY TO USE THE AFFILIATE PROGRAM, (E) THE PROVISION OR FAILURE TO PROVIDE SUPPORT SERVICES, (E) THE TERMINATION OF THIS AGREEMENT BY EITHER PARTY FOR ANY REASON OR (F) OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT.

L. Termination

Without prejudice to any other rights or remedies it may have under applicable law, Effexis may terminate this agreement if You fail to comply with its terms and conditions.

Effexis reserves the right to terminate this agreement at any time and for whatever reason in our sole discretion.

In the event the affiliate agreement with you is terminated, You or Your representative shall cease to use any affiliate links and agree to forfeit any potential future commissions.

M. Payment Processor Change

Effexis reserves the right to change payment processor at any time without notice.

In that event, You or Your representative are responsible for updating affiliate links as needed and agree to forfeit any potential future commissions from use of links associated with previous payment processor(s).

N. Change of Terms and Conditions

We reserve the right to change the terms and conditions of this agreement as needed. Use of our servers and/or affiliate links by you after said changes constitutes acceptance of those new terms and conditions. If you do not agree to the new terms and conditions, you may terminate this agreement as described above.

O. Assignment

This agreement is personal to you. You may not assign your rights under this agreement without our prior written consent. If you do assign your rights, as would be the case were someone other than you to use your account, you shall remain liable to us for any fees due under this agreement. We may assign this agreement at any time.

P. Notification of Account Changes

You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number, billing information changes.

Q. Notices

All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by first class mail.

R. Jurisdiction

This agreement is governed by the laws of the State of California and the United States of America. This agreement is deemed entered into at San Diego, California by both parties. You hereby consent to the exclusive jurisdiction of the courts in San Diego County, California for the resolution of any dispute arising our of or otherwise related to this agreement.

In the event of a dispute, the parties agree to submit the matter to the Community Dispute Resolution Service or any recognized Arbitration Board located within our state and county, before instituting litigation.

S. Disclaimers

Effexis makes no express or implied warranties or representations regarding the operation, tracking, error-free status, and/or availability of the affiliate program, or your potential to earn income by using this program.

By continuing in the Effexis affiliate program, you acknowledge that you have been made aware of this agreement, have read it, and agree to all its terms and conditions.

T. Earnings Disclaimer

Any earnings or income statements displayed on any Effexis website or in emails sent by Effexis are only estimates. There is no assurance or guarantee that your experience will be similar.

You agree that Effexis is not responsible for the success or failure of your business decisions relating to any information presented by Effexis.

U. General Provisions

The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions.

If any portion of this agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this agreement shall remain in force.

This agreement constitutes the entire agreement between us pertaining to its subject matter and supersedes all of our prior agreements, representations, and understandings.

No waiver of any of the provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. This agreement may be executed in one or more counterparts. Each shall be deemed an original, but all of which together shall constitute one and the same instrument.

If an organization is the subscriber, the individual signing up for our services represents that he or she is duly authorized to enter into this agreement on behalf of that organization.

This agreement is subject to change at any time without notice.

All rights reserved.

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