Enounce Affiliate Program Terms & Conditions

This agreement ("Agreement") contains the complete terms and conditions that apply to your participation in our Affiliate Program. As used in this Agreement, "Enounce", "we" or "us" refers to Enounce, Inc. and "you" refers to the applicant identified in the Affiliate application. "Site" means a World Wide Web site, identified by exact URL (Unified Resource Locator).

By signing up for an Affiliate Account, you are agreeing to the terms specified in this agreement. Violation of any terms and conditions included in this agreement may result in termination of your account, and possible forfeit of affiliate revenue, as determined by us in our sole discretion. You must be 18 years of age or older to enter into this Agreement with us, which will become effective upon our approval (in our sole discretion) of your Affiliate application.

Enrollment in the Program

To begin the enrollment process, you will submit a complete Affiliate application via our site.  The Affiliate application must include a completed W9 form. You must fax or email the completed form to our office (see application).  We may reject your application if we determine (in our sole discretion) that your application is unsuitable for the Program. If we reject your application, you are welcome to reapply to the Program at any time. Any personal information that you provide to us in your Affiliate application will be subject to the Enounce Privacy Policy.

We reserve the right to terminate this agreement at any time for any reason in our sole discretion immediately without prior notice.

Acceptable Advertising Methods

As an affiliate in our Affiliate Program (an "Affiliate"), you earn revenue by generating sales of our MySpeed software products (the "Products"). You may generate these sales by encouraging web users to visit our site. You may advertise Products via:

• Text Links or endorsements on your site(s);
• Graphical Banners and Buttons on your site(s);
• Text Links or endorsements in solicited emails;
• Mailings to recipients who are already customers or subscribers to your web site's services, provided that the recipients have the option to remove themselves from future mailings and that you otherwise comply with all applicable laws of your jurisdiction.
• Word of mouth, encouraging your customers to purchase the MySpeed software.

When your customers link to our website through your affiliate links, we’ll set a cookie on their computer that will last for up to 90 days.  If that cookie is still set when the customer purchases MySpeed within those 90 days, you’ll receive credit for that purchase.  Cookies must be enabled on the customer’s computer for you to receive credit.

We will provide you with guidelines to use for linking to our web site. To permit accurate tracking, reporting and commission accrual, we will provide you with special "tagged" link formats. You must ensure that each link between your web site and our web site uses one of these links.

Restrictions and Prohibited Activity

You may not, directly or indirectly:

1. Purchase or register domains or search engine keywords, AdWords, search terms or other identifying terms that include the word "Enounce" "MySpeed" "MySpeed Premier" or any variations thereof. Variations include foreign country or other top-level domain extensions.
2. Fail to follow common search engine guidelines, such as (but not limited to) the following: 1) your display URL must match the ultimate actual destination URL; 2) you may not frame our web site as a landing page; or 3) you may not create "redirects" or "jump pages" that immediately direct to our web site.
3. Engage in any conduct that violates the CAN-SPAM Act of 2003, as amended, or any similar privacy or data protection law of any jurisdiction. You WILL NOT USE UNSOLICITED E-MAIL or SPAM to contact potential customers. This action is grounds for immediate termination of your account with a cancellation of any pending referral fees. Any such conduct will be a violation of this Agreement and subject to legal action since your unsolicited e-mail can damage the image of Enounce.
4. Engage in any fraudulent, illegal or dishonest conduct,or any conduct that might otherwise reflect negatively on the Products or Enounce.
5. Make any representations or warranties regarding the Products or Enounce.

Order Processing

We will process Product orders placed by customers solicited by you. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations and returns, and handle customer service. We will track the sales you solicit and made by customers who purchase Products and will endeavor to make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion, although reporting typically happens on a quarterly basis.

Referral Fees

For a Product sale to be eligible to earn a referral fee, an affiliate cookie must be set at the time of purchase.

Referral Fee Schedule

You will earn referral fees based on Qualified Orders according to referral fee schedules established by us and shown below. A "Qualified Order" is an order for which your affiliate id cookie is  valid on the customer's computer at the time of purchase and which otherwise meets the requirements of this Agreement. The determination as to whether an order is a Qualified Order will be made by Enounce, and such determination will be final.

Non-Qualified Orders

Orders refunded at the request of the purchaser, and orders defaulted or charged-back due to credit card fraud do not qualify for commission.

Referral Fees Payment

Affiliates are paid a commission, based on values set in the Referral Fee Schedule above. Commissions for Qualified Orders will be paid approximately 45 days after the end of each calendar quarter. This enables us to honor returns under our 30 day return policy. Any returns of Products purchased will be deducted from your commission. Payments will be made only with respect to amounts actually received by us.

All Affiliates must complete and submit a W9 Form (US Citizen) or W-8BEN Form (Non US Citizen) and Email the form to Enounce as part of the application process to receive commission payments.  All commissions will be paid via PayPal Batch payments. You must have a PayPal account to receive your commission. If your Affiliate account is not earning commissions (i.e., no orders are placed) for 6 consecutive calendar months, we have right to terminate your Affiliate membership and you will forfeit any unpaid commissions in the event of such termination.

Enounce reserves the right to change commission rates without notice, but you will always be paid based on the rate in effect on the day that the applicable Qualified Order is received by us.

In the event of any overpayment of commissions by us to you under this Agreement, we will be entitled to deduct such sums from any and all commissions due to you hereunder or such sums may be charged to and collected from you at our sole discretion. Without limiting the forgoing, you agree to pay us the amount of any such overpayment within 30 days after we provide you with notice of such overpayment.

Notwithstanding anything contained in this Agreement, we will not, in any circumstance, be required to credit or pay any commissions with respect to purchases that are generated by, derived from, or result from violation of this Agreement or any fraudulent, illegal or dishonest activities by you or any third party ("Tainted Orders"). In the event that we actually receive such Tainted Orders and pay the applicable commission to you, then the commission shall be considered an overpayment and shall be repaid by you in accordance with the provisions of the immediately preceding paragraph.

You are fully responsible for any taxes due with respect to any commissions we pay to you.

Your Representations and Obligations

You hereby warrant and represent that (a) that you are at least 18 years of age, and (b) you have the full right and power to enter into this Agreement.

You agree to indemnify, defend, and hold Enounce and its officers, directors, and employees (collectively, the "Enounce Parties") harmless from and against all claims, costs, damages, losses, liabilities, fines, penalties, and expenses (including without limitation reasonable attorneys’ fees) (collectively, "Liabilities") arising as a result of or in connection with your gross negligence, willful default, breach of any material provisions of this Agreement, or violation of any applicable law, rule, regulation, or third party proprietary right, in connection with the Affiliate Program or this Agreement, provided that in no event will you be liable for Liabilities to the extent caused by Enounce Parties. In the event of any claim against any Enounce Parties for indemnification is sought hereunder, Enounce will provide you with prompt written notice of such claim and reasonable information and assistance, at your expense, to defend or settle the claim.

Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site and any other promotional materials that we provided to you as an affiliate. You are eligible to earn referral fees only for Qualified Orders that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, but will not be limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any Products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.