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affiliate of HeartofAsiaOnline.Com you agree to abide by the terms and
conditions contained in this agreement. Please read this agreement carefully before registering and using the HeartofAsiaOnline.Com service as an affiliate. By signing up for the HeartofAsiaOnline.Com affiliate program, you indicate your acceptance of this agreement and its terms and conditions. HeartofAsiaOnline.Com Affiliate Agreement INTRODUCTION You ("Publisher") and HeartofAsiaOnline.Com., of PMB 408, 3525 Del Mar Heights Road, San Diego, CA 92130 USA ("Advertiser" or "Heart of Asia") have each entered into the following Affiliate Agreement. Publisher acknowledges that it may participate in Advertiser's Program only under the terms and conditions set forth below, and that subsequent to Publisher accepting this Affiliate Agreement, Advertiser will, in its sole discretion, determine whether or not to accept Publisher into Advertiser's Program. If Advertiser rejects Publisher's application, Publisher may reapply to the Program at any time. Any Advertiser content, trademarks, logos, service marks, trade dress, slogans, copyrighted or other proprietary material, or links contained therein, that are authorized by Advertiser to be provided to Publisher through the Heart of Asia is considered "Advertiser Content." AGREEMENT For value received, Publisher covenants Advertiser as follows: 1. INCORPORATION The introductory paragraph above is incorporated herein, and any capitalized term herein that is not defined will have the meaning set forth in the Publisher Service Agreement. 2. ORDER OF PRECEDENCE In the event of an inconsistency between the Publisher Service Agreement and this Affiliate Agreement, this Affiliate Agreement will control. 3. ONGOING COMPLIANCE Publisher's continuing compliance with this Affiliate Agreement is a condition of continuing participation in the Program. Advertiser reserves the right to review and audit Publisher's Web site from time to time to determine if Publisher is in continued compliance with this Affiliate Agreement. Publisher's Web site must be and remain fully functional. Advertiser may reject or terminate Publisher if its Web site is not live or under construction, or if Publisher's Web site is a personal homepage or personal web site. 4. COMMISSION The applicable commission payable to Publisher is set forth on the affiliate login detail page, subject to decrease upon 7 days prior written notice to Publisher and increases take immediate effect. Publisher is paid commissions based on paid and processed HeartofAsiaOnline.com membership sales, and ebooks only only. Publisher is not paid commissions on (a) unprocessed sales, (b)chargebacked sales, (c) or any other orders that are not fully paid and processed. Publisher acknowledges that notwithstanding anything to the contrary in the Publisher Service Agreement, there may be up to 14 days of delay in between the reporting of the subscription and the reporting of Publisher's commission through Publisher's Account page in the Heart of Asia, and adjustments for chargebacks may be made up to 90 days after the reporting of the subscription. 5. ADULT CONTENT AND OTHER UNACCEPTABLE CONTENT Publisher may not post adult-oriented content on any page on which the Advertiser Content appears. Advertiser considers content to be "adult" if it contains nudity, is sexually explicit, pornographic, lewd material, obscenity, primarily intended for sexual gratification or is otherwise inappropriate for minors, as determined in Advertiser's sole discretion. Publisher may not post any offensive or incorporate images or content that is in any way harmful, threatening, obscene, harassing or racially, ethnically or otherwise objectionable, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, as determined in Advertiser's sole discretion. 6. USE OF ADVERTISER CONTENT Publisher agrees that it is sublicensed only the exact Advertiser Content provided by Advertiser through the Heart of Asia and only in the form and manner available from and as specified in the Heart of Asia. Advertiser shall have complete discretion to evaluate Publisher's use to decide whether that use violates any applicable terms and conditions. (a) Publisher may not distribute, transfer, sublicense or otherwise use Advertiser Content in a manner inconsistent with this Affiliate Agreement. (b) Publisher acknowledges that Advertiser owns and will retain all right, title, and interest in the Advertiser Content, including, without limitation, any proprietary rights which may be developed in the future. (c) Publisher will ensure that the presentation of the Advertiser Content is consistent with Advertiser's own use of the Advertiser Content in comparable media. (d) Publisher will not remove or modify any trademark, service mark, or privacy policy notices from the Advertiser Content (e) Publisher will not present or use Advertiser Content: (i) in a manner that could be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Advertiser, or Advertiser's representatives; (ii) in a manner that is misleading, defamatory, libelous, obscene, or other wise objectionable, in Advertiser's reasonable opinion; (iii) in a way that infringes, derogates, dilutes, or impairs the rights of Advertiser Content; or (iv) as part of a name of a product or service of a company other than Advertiser. (f) Publisher will make any changes to its use of the Advertiser Content as are reasonably requested by Advertiser. (g) Publisher will not publish prices, special offers or discounts in connection with the Advertiser Content on its Web site. (h) ALTERING OR ANY UNAUTHORIZED USE OF THE ADVERTISER CONTENT IS STRICTLY PROHIBITED AND WILL RESULT IN TERMINATION FROM THE PROGRAM WITHOUT PAY. ALL RIGHTS NOT EXPRESSLY GRANTED BY ADVERTISER ARE RESERVED. 7. PUBLISHER EMAIL ACTIVITIES With respect to any advertising delivered via e-mail, Publisher agrees that it will not distribution any e-mails or newsletters containing Advertiser Content or promoting Advertiser without the prior written permission of Advertiser. If Publisher desires to conduct an e-mail or e-newsletter campaign containing Advertiser Content or promoting Advertiser, Publisher must contact Advertiser and complete a Publisher E-Mail Campaign Application, and if approved by Advertiser, Publisher will be required to enter into a supplemental agreement that will be appended to and incorporated into this Affiliate Agreement. 8. LIMITED TO U.S. TARGETED USERS Publisher will be allowed to participate in the Program so long as Publisher's Web site substantially services or targets U.S. residents. Publisher acknowledges that Advertiser's service under the Program is primarilyt for U.S. residents only, and that Visitors who subscribe to our service must pay in U.S. dollars. 9. PRIVACY POLICY Publisher will not collect personally identifiable or aggregated data from Visitors. Any Visitor data generated by Publisher's activities in connection with the Program will be the sole property of Advertiser. 10. MATERIAL BREACH Publisher agrees that Advertiser may terminate Publisher from its Program and that Publisher forfeits all monies resulting therefrom, if: (a) Publisher has become or is likely to become a litigant in an action which will materially and adversely affect Advertiser's business; or (b) Publisher (as determined by Advertiser in its sole discretion): spams to Advertiser's users, hijacks, provides false account information, falsely increases the number of Transactions and/or acts; or (c) Non-compliance with this Affiliate Agreement or the Publisher Service Agreement. 11. NO REPRESENTATIONS Publisher agrees that it shall not, without the express written consent of Advertiser, make statements that it is doing business with any Advertiser entity or to use any brand features of Advertiser with any such permitted statement, and Publisher agrees to not make any representations, warranties or other statements concerning Advertiser, Advertiser's Web site, product or services (including but not limited to pricing information, special offers, discounts, and testimonial text), Advertiser Content, or Advertiser's policies. 12. TERM AND TERMINATION The term of this Affiliate Agreement shall be continuous, unless and until either party properly terminates this Affiliate Agreement, in accordance with the following: (i) Advertiser shall provide Publisher with seven (7) days notice, except as provided for in 12(iii) below; (ii) Publisher uses the automated system within the Network Service to drop the Program; and (iii) notwithstanding Section 2.3 of the Publisher Service Agreement, Publisher agrees and acknowledges that if Publisher breaches any provision of this Affiliate Agreement Advertiser may immediately terminate Publisher from Advertiser's Program. Upon termination of this Affiliate Agreement, Publisher must immediately remove from Publisher's Website(s) and cease using any Program Links. Advertiser intends to terminate this Affiliate Agreement with any Publisher that generates commissions during any consecutive 120 day period. Following termination of this Affiliate Agreement, Publisher agrees to refund any amounts that were earned from Advertiser in breach of this Agreement or the Publisher Service Agreement. 13. RESPONSIBLITY FOR SITE/INDEMNIFICATION Publisher will be solely responsible for the development, operation, and maintenance of its Website(s) and for all content that appears on Publisher's Website(s). For example, Publisher will be solely responsible for: * technical operation of Publisher's Website(s) and all related equipment; * placement of Links to Advertiser as described above; * accuracy, timeliness and appropriateness of content posted on Publisher's Website(s) (including, among other things, all of Advertiser's offers); * ensuring that materials posted on Publisher's Website(s) do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and * ensuring that content posted on Publisher's Website(s) is in compliance with this Affiliate Agreement, and not libelous or otherwise illegal. Advertiser disclaims all liability for these matters. Further, Publisher agrees to indemnify and hold Advertiser, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from all claims, damages, demands, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of Publisher's site, use of the Advertiser Content, violation of this Affiliate Agreement, or violation of any right of another party. Publisher will permit Advertiser, at its election, to assume and control the defense of any such claim. 14. MODIFICATIONS Advertiser may modify any provision(s) of this Affiliate Agreement upon seven (7) days notice by notifying Publisher in writing. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. If any modification is unacceptable to Publisher, the only recourse for Publisher is to terminate this Affiliate Agreement. Publisher's continued participation in the Program and compliance with such change(s) following Advertiser's notification will constitute binding acceptance of such change. 15. GENERAL The Publisher Service Agreement, and the Affiliate Prgramss detail page Heart of Asia and this Affiliate Agreement constitute the entire agreement between Publisher and Advertiser and govern participation in the Program, superceding any prior agreements between Publisher and Advertiser. This Affiliate Agreement and the relationship between Publisher and Advertiser shall be governed by the laws of the State of California without regard to its conflict of law provisions. Notwithstanding the choice of venue in the Publisher Service Agreement, Publisher and Advertiser agree to submit to the personal jurisdiction of the courts located within the county of San Diego, California. The failure of Advertiser to exercise or enforce any right or provision of this Affiliate Agreement shall not constitute a waiver of such right or provision. If any provision of this Affiliate Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Affiliate Agreement remain in full force and effect. Publisher will not assign, transfer, sublicense, or otherwise delegate its rights under this Affiliate Agreement without the prior written consent of Advertiser. Any such assignment, transfer, sublicense or delegation in derogation of this provisions shall be null and void. BY APPLYING FOR THE HeartofAsiaOnline.Com NETWORK AFFILIATE PROGRAM AND CLICKING ON THE "ACCEPT" ICON BUTTON YOU, PUBLISHER, ARE SIGNIFYING YOUR AGREEMENT TO BE BOUND BY THIS AFFILIATE AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS DOCUMENT. |
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