This AGREEMENT (the "Agreement"), effective the day you accept the following terms, is entered into by and between VINshield, a Division of InteliMetrix Investment Systems, LLC of Santa Fe, New Mexico, USA ("VINshield") and you and your organization, recognized as the "Affiliate", with reference to the following:
A. VINshield is, and has been, actively engaged in the business of Theft Deterrent Systems.
B. Affiliate is, and has been, actively engaged in the business relevant to their particular industry . Sites submitted for consideration in the Affiliate program are subject to review, and VINshield reserves the right to decline acceptance of any Affiliate it deems inappropriate.
C. VINshield and Affiliate desire to affiliate their websites for the sole purpose of increasing the number of online visitors to each site.
NOW, THEREFORE, in furtherance of the Agreement, and in consideration of the promises, mutual representations, warranties, covenants and agreements hereinafter set forth, the parties agree as follows:
1. Marketing Services Provided to Affiliate. VINshield agrees to provide the following marketing services to Affiliate within one week of the date of this Agreement:
a. Reciprocal Links. VINshield shall include one (1) link on its Affiliate's page which shall advertise Affiliate and link to Affiliate's site. The editorial content of the link shall be within the sole and absolute discretion of VINshield.
b. Banners may be accepted based on relevancy and appropriateness. All banners submitted will be reviewed but no guarantee is intended or implied in accepting such banners for inclusion on the Affiliate directory page.
2. Marketing Services Provided to VINshield. Affiliate agrees to provide the following marketing services to VINshield within one week of the date of accepting this Agreement:
a. Homepage Link. Affiliate shall include at least one (1) text link to www.vinshield.com, in addition to the required banner, if the Affiliate has an online directory of websites they promote and/or endorse. The size and typeface of the text link shall be comparable to that of the other text links of this nature. The placement of the text link shall be within the sole and absolute discretion of the Affiliate.
b. Banners. Affiliate shall include banners which shall advertise www.vinshield.com on Affiliate's website. The editorial content and image content of the banners shall be within the sole discretion of VINshield, Inc, but the size of the banners shall not be smaller than 100 X 30 pixels.
3. Payment of Sales Commission. VINshield shall pay to the Affiliate a commission of 20% of the sales price on all VINshield Kit sales, and 10% of the sales price on all VINshield Professional Installations referred in using the Affiliate's coded link to vinshield.com. Commissions are paid monthly when the amount due is greater than or equal to $25. If the amount due is less than $25, the amount due will be carried over to the next month.
4. Tracking System. VINshield shall make available to the Affiliate, at all times during this Agreement, a valid username and password to access the Affiliate Program Commission Report. The Affiliate Program Commission Report shall allow the Affiliate to track the customers who have purchased a VINshield Kit after linking to www.vinshield.com through the Affiliate's website or using the Affiliate's coded link to vinshield.com.
5 Unsolicited E-Mail. You agree that You will not send unsolicited, commercial e-mail (i.e., "spam") to any persons or entities ("Recipients") absent a Prior Business Relationship. For purposes of this Agreement, a "Prior Business Relationship" will mean that the Recipient has voluntarily engaged in a transaction on Your Web Site and provided information to You through a contest, registration, or other communication, which included clear notice to the Recipient that the information provided could result in commercial e-mail being sent to that Recipient by You or Your agents. Any commercial e-mail or other online communications that are otherwise permitted hereunder shall include a prominent and easy means for the Recipient to "opt-out" of receiving any future commercial communications from You.
6. Term of the Agreement. This Agreement shall commence on the date this Agreement is accepted, and shall continue until terminated by either party.
7. Entire Agreement. This Agreement contains the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements.
8. Governing Law, Jurisdiction and Venue. This Agreement shall be governed in all respects by the laws of the State of New Mexico; and, all matters relating to the validity, construction, interpretation and enforcement of this Agreement, whether sounding in equity, contract or in tort, shall be determined in accordance with and under such laws. The parties agree that the State and/or Federal Courts in New Mexico shall have exclusive jurisdiction (personal and subject matter) over the parties and all actions, suits and proceedings of any type instituted by the parties, or on their behalf, in connection with this Agreement. The parties also agree that proper venue for all such action, suits and proceedings, shall be only in the State of New Mexico.
9. Severability. It is intended that each section of this Agreement shall be viewed as separate and divisible and in the event that any section or subsection therein shall be held to be invalid, the remaining sections or subsections shall continue to be in full force and effect.
10. Independent Contractors. VINshield and Affiliate are independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.
11. Successors and Permitted Assigns. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns. VINshield expressly reserves the right to assign all of its duties, rights, and benefits under this Agreement to a third party.
12. Modifications; Amendments; Waivers. VINshield reserves the right to modify this Agreement at any time by providing no less than 14 days notice to the Affiliate. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION AS AN AFFILIATE OF VINshield FOLLOWING THE MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE BY AFFILIATE OF SUCH MODIFICATION.
13. Headings. The title of this Agreement and the descriptive headings contained herein are for convenience and reference only, do not form a part of this Agreement, and do not in any way modify, interpret, or construe the intentions of the parties to this Agreement.