Merchant/Affiliate User Agreement

Please read this Membership agreement ("Membership Agreement - www.AffiliateSmarts.com") carefully before using www.AffiliateSmarts.com (the "Site"). By using the Site, you signify you understand and agree to be bound by the terms and conditions of this Membership Agreement. If you do not agree to this Membership Agreement, please do not use the Site.

The terms and conditions of this Membership Agreement are subject to periodic change at AffiliateSmarts™ discretion. As such, each user of the Site ("Member" or "you") agrees to review this Membership Agreement periodically in the section of the Site entitled "Terms and Conditions."


ACCOUNT USAGE / MERCHANT FEES / AFFILIATE COMMISSIONS
No paid access is required for participation in AffiliateSmarts. Only Members who have successfully completed the AffiliateSmarts Merchant or Affiliate Signup process found on the Site may participate or use AffiliateSmarts and the Site.

To participate in AffiliateSmarts, you must have a valid and active website. AffiliateSmarts prohibits the use of this Site by Members who operate websites containing racist or illegal content. The definition of racist or illegal content is entirely at the discretion of AffiliateSmarts. AffiliateSmarts does not support the advertising or placement of adverts on any sites connected with racist or illegal content. AffiliateSmarts however, will not be held responsible for any adverts which are placed on websites cotaining racist or illegal content. It is entirely the Merchants responsibility to ensure their adverts reside on Affiliate websites which meet their approval.

AffiliateSmarts applies a service fee to Merchants only. There are no Affiliate service fees. AffiliateSmarts's service fee is 25% based on the campaign paid from the Merchant to the Affiliate or $0.02 per click if the ad has a click based commission. Merchants must maintain a program account balance greater than the potential commission due on all pending orders for traffic to be directed the Merchants website. Traffic will not be directed to the Merchants website if their program account balance is not greater than the potential commission due on all pending orders. Furthermore, traffic will not be directed to the Merchants website if the program account balance is less that the commission rate specified in their program. Visitors will be directed to a page that contains the following text and reads 'Unfortunately we cannot redirect you to the website requested. The program may be inactive, have a low balance or the Merchant may be geographically targeting and filtering the customers / traffic received at their website. The country source of this click may have been filtered out.' This text may vary from time to time. Pending orders greater than thirty days old will be automatically confirmed. Retrospective lowering of the commission rate on pending and confirmed orders received is prohibited. The commission to be paid on these orders cannot be a rate lower than the rate set at the time the orders were received.Interest is not paid on Merchant or Affiliate program account balances.AffiliateSmarts is under no obligation to credit your AffiliateSmarts account monetary sums that may have been lost or forfeited due to circumstances including, but not limited to, software malfunctions or inadvertent Member selections.

To ensure Affiliate payment integrity all Lead and Sale programs will remain inactive until the 'End of Lead' or 'End of Sale' confirmation tracking code provided to Merchants for implementation has been verified by AffiliateSmarts. Furthermore a non refundable penalty of $50 will be incurred by Merchants if the AffiliateSmarts 'Lead' or ' Sale' confirmation tracking code is removed and not re-implemented to the appropriate confirmation pages within campaign activity .

AffiliateSmarts has a monthly Affiliate commission pay schedule and pays commission when Affiliate balances reaches US$50 or more. AffiliateSmarts will make the payment using U.S. mail to send a check to the name and address specified in the signup process.

AffiliateSmarts reserves the right to change the rules or functionality of AffiliateSmarts at any time without notice.

AffiliateSmarts is not obligated to supply you with your user name or account password if you misplace, forget or lose such information.


LIABILITY OF AffiliateSmarts
AffiliateSmarts is not liable for any malfunction or failure of its systems, Site or service offering due to matters including, but not limited to, force majeure, the failure of AffiliateSmarts's or any other entity's software, hardware or communications technology or any part thereof, delays, losses, errors, or omissions resulting from failure of any telecommunications or any other data transmission system, any act of God, any outbreak of hostilities, riot, civil disturbance, acts of terrorism, the acts of Government or authority (including refusal or revocation of any license or consent), fire, explosion, flood, theft, malicious damage, strike, lockout or industrial action of any kind.

It is your sole responsibility to understand and abide by any federal, state, local or foreign tax laws that may apply to your receipt of checks. You understand that you may be required to complete certain Internal Revenue Service ("IRS") tax information reporting forms prior to your receipt of any monetary sums. You further understand that AffiliateSmarts may be required to provide information regarding your earnings to the IRS or any other foreign government agency that requests such information concerning its citizens.

It is the sole responsibility of the Member to set their account to 'inactive' immediately if they believe they are subject to fraudulent activity. Deactivation will prevent all traffic being sent to and from the Members website. AffiliateSmarts in it sole discretion determines fraudulent activity and Members must provide on request to AffiliateSmarts all information and material relating to fraudulent activity.

AffiliateSmarts, in its sole discretion, may disqualify a Member from participation in the use of any or all portions of the Site if such Member engages in any conduct that AffiliateSmarts deems to be illegal, improper, unfair or otherwise adverse to the operation of the Site or detrimental to other users of the Site. Such improper conduct includes, but is not limited to: falsifying personal information required during account creation; sending spam emails; accumulating earnings or falsifying Merchant program expenditure through methods such as programming techniques or falsified information; intentionally trying to defraud or otherwise tamper with the computer programs or Member information comprising the Site. AffiliateSmarts may void and refuse to pay/reimburse to a Member any monetary sums that a Member has earned or deposited and/or require the return of any monetary sums that a Member may have accumulated as a result of such improper conduct. Members further acknowledge that the forfeiture of earnings or deposits shall in no way prevent AffiliateSmarts from pursuing other avenues of recourse such as criminal or civil proceedings in connection with such conduct.


TRADEMARKS, COPYRIGHTS AND PROPRIETARY RIGHTS
You may not, however, distribute, modify, transmit, reuse, re-post, or use the content of the Site for public or commercial purposes, including the text and images without AffiliateSmarts's written permission.

You should assume that everything you see or read on the Site is copyrighted unless otherwise noted and may not be used except as provided in this Membership Agreement or in the text on the Site without the written permission of AffiliateSmarts. AffiliateSmarts neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties.

AffiliateSmarts assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text or images.

Any communication or material you transmit or post to the Site by electronic mail or any other method, including any data, questions, comments, suggestions, or the like is, and will be treated as, nonconfidential, non-proprietary. Anything you transmit or post may be used by AffiliateSmarts or its Affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, you consent to the posting and transmittion of any data from your online shopping cart, online store and any other source. AffiliateSmarts is free to use any data, ideas, concepts, know-how or techniques contained in any communication you send to the Site for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information, without any additional compensation to the Member.

If you apply / purchase our services as a Merchant and submit your credit card details, you authorise AffiliateSmarts to debit your credit card for the services purchased and any future deposits you make to your account. To minimise credit card misuse, repeated use of invalid credit cards to make account deposits will incurr a $25 penalty. This amount will be deducted from the Merchants account balance.

The trademarks and logos displayed on the Site are registered and unregistered Trademarks of AffiliateSmarts and/or others. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of AffiliateSmarts.com or such third party that may own the Trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in this Membership Agreement, is strictly prohibited. You are also advised that AffiliateSmarts will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.


MISCELLANEOUS
AffiliateSmarts will send all payment cheques to Affiliates on a regular basis chosen by AffiliateSmarts. AffiliateSmarts reserves the right to change this period at any time.

Payment to an Affiliate will only occur if there are no outstanding monetary or fraudulent activity claims by any AffiliateSmarts member.


AffiliateSmarts has not reviewed all of the sites linked to by the Site and is not responsible for the content of any off-site pages or any other sites linked to the Site. Your linking to any other off-site pages or other sites is at your own risk.

The regulations, terms and conditions contained herein represent the complete, final and exclusive agreement between AffiliateSmarts and the Member, and supersede all prior agreements, representations and understandings between AffiliateSmarts and the Member. This Membership Agreement and Member accounts may be terminated by AffiliateSmarts at any time. However, such termination does not affect the enforceability of the terms and conditions of this Agreement as they relate to acts and omissions during the period prior to such termination.

The Member acknowledges that if any provision of this Agreement conflicts with any other rule, regulation, term or condition of the Site, the terms and conditions of this Agreement shall govern.