Affiliate Agreement for Viaden.com

"Viaden" refers to Viaden Inc., the web site design and web development company.

"Viaden.com" refers to the web site of Viaden located at URL: http://www.Viaden.com.

"Viaden.com Content" refers to Viaden.com name, logo design and images, data and texts, web site design structure, web development and other services, multimedia materials and other materials incorporated.

"Affiliate" refers to an individual or a company exercising rights under and complying with all of the terms of this Affiliate Agreement.

"Affiliate Program" refers to the partnership program developed and provided by Viaden Inc to Affiliate(s).

"Affiliate's ID" refers to a unique number Affiliate obtains after signing up for the Affiliate Program.

"Banner(s)" refers to graphic images with hyperlink(s) to Viaden.com.

"Affiliate Site(s)" refers to web site(s) owned or controlled by Affiliate.

"Link(s)" refers to a hyperlink established from within an Affiliate Site to Viaden.com. This is the hyperlink that enables an end user of an Affiliate Site to access Viaden.com.

"web site(s)" refers to the web site template(s) to order at Viaden.com.

Enrollment Process

To begin the enrollment process, Affiliate will submit an application via Viaden.com. Viaden Inc, a web site design company, will evaluate Affiliate's application and will notify Affiliate of Affiliate's acceptance or rejection. Viaden Inc may reject Affiliate's application if Viaden Inc determines (at Viaden's sole discretion) that Affiliate's site is unsuitable for the Affiliate Program. Reasons for rejection can include, but are not limited to the Affiliate's site promoting sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or the Affiliate's site promoting illegal activities and/or violating intellectual property rights.

Affiliate Site Links

Affiliate will use Banner(s) provided by Viaden.com to Affiliate and will cause such Banner(s) to serve as Links to the Viaden.com. Affiliate will not modify any Viaden.com Banner(s) in any way.

Sales and Traffic Information

Viaden.com will be solely responsible for tracking sales. Affiliate will be solely responsible for ensuring that this Link(s) are formatted properly, and this is a necessary prerequisite to tracking such sales. Statements of service sales activity will be provided to Affiliate in real-time with a special URL that Affiliate will be assigned.

Cookies

Viaden Inc will use commercially reasonable efforts to download onto the computer of each Internet user who accesses the Viaden.com by use of a "Cookie" which will contain information sufficient to identify such a user as having linked to the Viaden.com by use of a Link.

Commissions

Viaden Inc will pay to Affiliate twenty percent (20%) of recurring revenue received by Viaden Inc from Affiliate's customers.

Commission Payment

Viaden Inc will pay Affiliate commissions on the following basis: all the money earned in the period from the 1st to the 15th of a month are paid off on the 22nd of the same month. All the money earned in the period from the 16th to the 30th (31st) of each month are paid off on the 7th of the next month. All the payments are effected via wire transfer.

Limitation of Liability

Viaden Inc will not be liable for indirect, deliberate or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Affiliate Agreement or the Affiliate Program, even if Viaden Inc have been advised of the possibility of such damages. Further, Viaden's aggregate liability arising with respect to this Affiliate Agreement and the Affiliate Program will not exceed total commissions paid or payable to Affiliate under this Affiliate Agreement.

Disclaimers

Viaden Inc makes no expression of implied warranties or representations with respect to the Affiliate Program or any products or services sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising in the course of performance, dealing, or trade usage). In addition, Viaden Inc makes no representation that the operation of Viaden.com's or Viaden's products and services will be uninterrupted or error-free, and Viaden Inc will not be liable for the consequences of any interruptions or errors. In the case of an interruption or error in Viaden's service that prevents Viaden Inc from correctly recording any purchases done by visitors directed to Viaden's site by the Affiliate, Viaden Inc must notify the Affiliate about the presence of such an interruption or error via E-mail within one (1) business day.

Terms

The terms of this Affiliate Agreement will come into force upon Viaden Inc acceptance of Affiliate's Program and will end when terminated by either party. Either Affiliate or Viaden Inc may terminate this Affiliate Agreement at any time, with or without cause, by giving the other party written notice of termination. Affiliate is only eligible to earn commissions on sales of Viaden.com services and products occurring during the term. Viaden Inc may withhold Affiliate's final payment for a reasonable time to ensure that the correct amount is paid.

Modification

Viaden Inc may modify any of the terms and conditions listed in this Affiliate Agreement, at any time and in Viaden's sole discretion, by posting a change notice or a new Affiliate Agreement on Viaden.com and simultaneously contacting the Affiliate via E-mail. Modifications may include, for example, changes in the scope of available commissions, fee schedules, payment procedures, and Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AFFILIATE AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING Viaden.com's announcement of an Affiliate Agreement change or a new Affiliate Agreement WILL BE VIEWED AS A BINDING ACCEPTANCE OF THE CHANGE.

Independent Investigation

AFFILIATE ACKNOWLEDGES THAT AFFILIATE HAS READ THIS AFFILIATE AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT Viaden Inc MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRERS ON TERMS THAT MAY DIFFER FROM THOSE LISTED IN THIS AFFILIATE AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE'S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AFFILIATE AGREEMENT.

Miscellaneous

The International law will govern this Affiliate Agreement, without reference to rules governing choice of laws. Any action related to this Affiliate Agreement must be brought in the International courts, and Affiliate irrevocably consents to the jurisdiction of such courts. Affiliate may not assign this Affiliate Agreement, by operation of law or otherwise, without Viaden's prior written consent. Subject to that restriction, this Affiliate Agreement will be binding on, insure to the benefit of, and enforceable against the parties and their respective successors and assigns. Viaden's failure to enforce Affiliate's strict performance of any provision of this Affiliate Agreement will not constitute a waiver of Viaden's right to subsequently enforce such provision or any other provision of this Affiliate Agreement.