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This Agreement contains the complete terms and conditions which you (the "Affiliate") agree to be bound by as a participant in Personal Resource Helpline Ltd ("Personal Resource Helpline Ltd") affiliate program (the "Program") and which shall apply once your application to participate in the Program has been accepted by Personal Resource Helpline Ltd ARTICLE 1. INTRODUCTION1.01 Personal Resource Helpline Ltd is the sole and exclusive owner of all right, title and interest including all intellectual property rights in and to the contents, logos, style, design, look and feel, trade names, trademarks to all literary works, computer software programs, products, goods and services (including and all future versions thereof) currently entitled the ("Service"). Service refers to the singular as well as the plural. 1.02 Personal Resource Helpline Ltd intends to provide and distribute its Service electronically and or physically using, in part, third party affiliates who will establish links to Personal Resource Helpline Ltd's Web site where the Service will be offered. 1.03 If, in the future, Personal Resource Helpline Ltd provides and distributes any other goods or services through the Internet, it shall offer to its Affiliates at that time the opportunity to become Vendor-Affiliates of such goods or services. Such goods or services shall be included in the defined term "Product" and this Agreement shall then also apply to such goods or services. ARTICLE 2. PARTICIPATION & REPRESENTATION2.01 Personal Resource Helpline Ltd hereby grants to the Affiliate the non-exclusive and revocable right to market and advertise the Service and to establish links to Personal Resource Helpline Ltd's Web site, in accordance with this Agreement. 2.02 The Affiliate shall diligently and continuously market and advertise the Service through the Internet and shall develop, operate and maintain links from its site to Personal Resource Helpline Ltd's site at its sole cost and expense. 2.03 The Affiliate represents and warrants to Personal Resource Helpline Ltd that this Agreement has been duly and validly executed and constitutes and shall continue to constitute a legal obligation, enforceable in accordance with its terms. ARTICLE 3. AFFILIATE SALES COMMISSIONS3.01 If, as a result of a direct advertising effort of the Affiliate, a referred customer of the Affiliate or of a member of the Affiliate's team (as defined) chooses the Service or other goods or services provided by Personal Resource Helpline Ltd in the future, Personal Resource Helpline Ltd shall pay the Affiliate a sales commission determined in accordance with the Affiliate Compensation Schedule which follows this Agreement and which forms an integral part of it. The commission is based upon an agreement of services before tax and excluding returns ("Sales Commission"). 3.02 AN AFFILIATE SHALL NOT RECEIVE A SALES COMMISSION FOR A SERVICE REQUEST MADE, DIRECTLY OR INDIRECTLY, BY HIMSELF/HERSELF. Personal Resource Helpline Ltd, in its sole and complete discretion may create multiple level compensation plans. In the case of a multiple level compensation plan, an Affiliate's Team means all Affiliates introduced to the Program by the Affiliate in question. In the event that more than one Affiliate claims the same commission for a sale, Personal Resource Helpline Ltd shall select the Affiliate which shall receive the compensation. 3.03 The Affiliate shall be responsible for all taxes and other similar levies applicable to the Sales Commission pursuant to any law or egulation. The Affiliate shall report the Sales Commission to its taxation authorities as required by law. 3.04 Personal Resource Helpline Ltd shall post and maintain, on a current basis, a designated password-protected Web page for each Affiliate showing the Affiliate's participation in the Program including number of potential customers referred by it and an estimate of the Sales Commission owing to it. Personal Resource Helpline Ltd shall, on or about the 15th. of each month, mail or otherwise transmit the Sales Commission representing the amount payable for the sales completed in the previous month. Sales statistics of the referred transactions, supporting the amount paid, shall be made available on the Affiliate's private site. Affiliates will receive the Sales Commission in UK funds. If an Affiliate maintains a balance of less than 0 POUNDS of Sales Commission in a period of 12 consecutive months without asking for payment during that time, the Sales Commission shall be forfeited. Sales Commission overpayments may be deducted from future payments or shall be reimbursed by the Affiliate. 3.05 Upon written request and at the Affiliate's expense, the Affiliate may cause Personal Resource Helpline Ltd's books and records to be examined by an independent firm of accountants to ensure compliance with this Agreement. In the event that the examination reveals an underpayment error of more than 5%, the underpayment and the reasonable cost of the examination to a maximum of 500 pounds shall be paid by Personal Resource Helpline Ltd. If the examination does not reveal an underpayment as aforesaid, the Affiliate shall compensate Personal Resource Helpline Ltd for its reasonable cost to a maximum of 500 pounds. The firm of accountants utilized shall limit the scope of their examination to the relevant information regarding the Sales Commission and shall keep private and confidential all information obtained in the course of the said examination. ARTICLE 4. AFFILIATE SITES AND PROMOTION METHODS4.01 The Affiliate shall be solely responsible for all materials that appear on its site. It shall strictly adhere to all applicable laws and regulations in conducting its business and more specifically in marketing and advertising the Service. Without restricting the generality of the foregoing, the Affiliate shall not send unsolicited e-mail and shall not send e-mail or any other communication to a recipient if the recipient has requested that it discontinue such communication, nor shall it send or display on its Web site any material that may be considered to be harassing, libellous, defamatory, legally obscene or pornographic, threatening, abusive or hateful. 4.02 Personal Resource Helpline Ltd shall have the right, but not the obligation, to pre-approve the graphics and logos used on any Web site which is linked to its site. Furthermore, the Affiliate shall annotate its site with appropriate copyright, trademark and other similar notices, which shall be approved by Personal Resource Helpline Ltd. If the Affiliate specifies a price point for the Service in its marketing and advertising, it shall ensure that it is updated regularly to reflect all price changes. 4.03 Personal Resource Helpline Ltd shall have the right to monitor the Affiliate's Web site at any time and from time to time to determine if it is in compliance with the terms and conditions on this Agreement. 4.04 The Affiliate agrees not to use any predatory advertising methods designed to generate traffic from sites that they have not contracted with in the online promotion of Personal Resource Helpline Ltd's products, services or affiliate program. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner's, knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing, browser plugins such as TopText and Surf+, banner replacement technology such as Gator, browser spawning technology that is not web site dependent. Participation in predatory advertising programs will be cause for the affiliate's immediate termination. ARTICLE 5. ORDER PROCESSING5.01 Personal Resource Helpline Ltd shall establish the procedures of providing the Service including, without limitation, the placement of service, payment terms, processing, delivery, returns etc. Without restricting the generality of the foregoing, Personal Resource Helpline Ltd shall have the right to cancel, suspend or delay any order for the Service, including the right to discontinue selling the Service at any time. ARTICLE 6. LICENSES AND GOODWILL PRESERVATION6.01 Personal Resource Helpline Ltd shall have the right, but not the obligation, to approve, in its sole and absolute discretion and with due regard to the protection and preservation of the goodwill of the Service any promotional, advertising or marketing item used by the Affiliate. The Affiliate shall make all deletions and modifications suggested by Personal Resource Helpline Ltd on any site where the Service is mentioned. 6.02 The Affiliate shall acknowledge and clearly identify and respect that all proprietary information, trademarks, copyrights and all other similar rights in and arising out of the Service are, and shall continue to be, the exclusive property of Personal Resource Helpline Ltd In the event the Affiliate learns of any claim or allegation that the Service infringes upon or violates any intellectual property or proprietary rights of a third party, or contains any unlawful, libelous, or untrue statement, it shall immediately notify Personal Resource Helpline Ltd so as to enable Personal Resource Helpline Ltd to defend, settle or otherwise resolve the claim or allegation in a manner that Personal Resource Helpline Ltd deems appropriate in its sole discretion. 6.03 Customers who use the Service through the Program shall be deemed to be customers of Personal Resource Helpline Ltd, and the Affiliate shall refer all Service-related questions, requests or queries to Personal Resource Helpline Ltd Personal Resource Helpline Ltd shall have the right to utilize the Affiliate's name and logo to advertise, market, promote and publicize in any manner the Service. 6.04 The Affiliate shall not make or give to a customer or a potential customer any warranty, representation or other statement concerning the Service without first obtaining the written consent of Personal Resource Helpline Ltd ARTICLE 7. RELATIONSHIP OF PARTIES7.01 While the parties shall work hand-in-hand for the benefit of both, the parties acknowledge and agree that the Affiliate shall, from a legal perspective, act as and shall be an independent contractor and not an employee or agent of Personal Resource Helpline Ltd Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Affiliate shall not sign any document in the name of or on behalf of Personal Resource Helpline Ltd nor shall it hold itself out as being an agent of Personal Resource Helpline Ltd or as having apparent authority to contract for or bind Personal Resource Helpline Ltd ARTICLE 8. LIMITATION OF LIABILITY8.01 In no event shall Personal Resource Helpline Ltd be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Agreement or the Service, whether or not such party has been advised of the possibility of such damages. Personal Resource Helpline Ltd shall not be liable for any damages if, for any reason whatsoever, its Web site fails or is non-operational for any reason whatsoever. ARTICLE 9. TERM OF THE AGREEMENT9.01 In the event that the Affiliate breaches any of the undertakings or obligations set forth in this Agreement and does not remedy same within 7 days notice from Personal Resource Helpline Ltd, it shall automatically forfeit the Sales Commission then receivable or receivable at any time in the future. Personal Resource Helpline Ltd shall, in addition, have the right to terminate this Agreement and shall retain all other rights and remedies available to it at law or in equity. 9.02 This Agreement shall automatically terminate if the Affiliate ceases to actively market the Product for a period of 90 days. Personal Resource Helpline Ltd shall have the right but not the obligation to terminate this Agreement with an Affiliate whose Sales Commission in a calendar year was in the bottom 20 percent of Sales Commission of all Affiliates in the calendar year in question, by giving the Affiliate 90 days notice of termination. In such cases the Sales Commission owing, representing the sums earned shall be paid even after termination of this Agreement. The Affiliate shall have the right to terminate this Agreement at any time upon written notice to Personal Resource Helpline Ltd 9.03 As soon as notice of termination of this Agreement is given or upon termination as herein provided, the Affiliate shall immediately cease its marketing and advertising of the Product and shall forthwith eliminate all mention and references to the Product and all links to Personal Resource Helpline Ltd. Pending the completion of the foregoing, Personal Resource Helpline Ltd may hold in abeyance the Sales Commission. ARTICLE 10. MODIFICATION AND APPLICATION OF AGREEMENT10.01 Personal Resource Helpline Ltd may, in good faith, modify any of the terms and conditions contained in this Agreement (including the Affiliate Compensation Schedule), at any time and in its sole discretion, by posting a change notice or a new agreement on its Web site. If any modification to this Agreement is not acceptable to the Affiliate, its only recourse is to terminate this Agreement. The Affiliates continued participation in the Program following the said posting of a change notice or new agreement shall constitute binding acceptance by the Affiliate of the change. 10.02 If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect. 10.03 The Affiliate shall not assign, transfer or convey this Agreement or any part thereof to any other party without Personal Resource Helpline Ltd's consent which shall not be unreasonably refused. 10.04 This Agreement shall endure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors and assigns. 10.05 This Agreement represents the entire agreement between the parties
and supersedes all prior negotiations, agreements and understandings,
if any. For greater certainty but without restricting the aforementioned,
information contained in any of the following shall not form part of
this Agreement, namely: ARTICLE 11. INDEPENDENT INVESTIGATION11.01 The Affiliate acknowledges that it has reviewed this Agreement and agrees to all its terms and conditions. The Affiliate understands that Personal Resource Helpline Ltd may at any time solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with the Affiliate's Web site. The Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement. ARTICLE 12. MISCELLANEOUS PROVISIONS12.01 Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa. 12.02 The insertion of headings and the division of this Agreement into Articles and Sections are for convenience reference only and are not to affect its interpretation. 12.03 Each of the parties hereto covenants and agrees that it shall execute and deliver such additional agreements and documents and do such acts and things as may be reasonably necessary fully and effectually to carry out the intent and purpose of this Agreement. 12.04 Time shall be of essence of this Agreement. 12.05 All notices, requests and other communications shall be deemed to have been received when posted by Personal Resource Helpline Ltd on its Web site. It shall also be deemed to have been received on the next business day if transmitted by Telecopier, e-mail or any other form of electronic mail to the last known electronic address of the intended recipient. 12.06 If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Nevada. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us. If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: Nevada, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so. The parties have required that this Agreement and related documents
be drafted in English. AFFILIATE COMPENSATION SCHEDULE
For a qualified lead, which we make as a result of a direct referral
by an affiliate, that affiliate will receive a commission fee of £50
UK from the service provided. This is known as a first-tier referral
commission. For such a lead as described in the previous paragraph,
if the affiliate who made the direct referral is a sub-affiliate of
another affiliate, the second affiliate will receive a commission fee
of £15 UK from the selling price of the product sold. This is
known as a second-tier referral commission. REJECTION CRITERIA
We will reject anyone who uses marketing techniques that...
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