AnyTrack Referral Program

Terms & Conditions

This Agreement contains the complete terms and conditions that apply to your participation in the AnyTrack Referral Program (the "Program"). As used in this Agreement, "we", "us", or "our" means AnyTrack, Inc. and “Affiliate,” or "you" means the applicant. "AnyTrack.com Site" means the website that has its primary home page identified by the URL www.AnyTrack.com, and "site" means a World Wide website. "Your site" means the website you will link to the AnyTrack.com Site (and which you will identify in your Program application).

Program Application
You must submit a complete Program application via the AnyTrack.com Site. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• promote AnyTrack in a way that is unprofessional or unethical, or give the appearance that AnyTrack is unprofessional or unethical
• participate in "spamming" whether by email or placing ads where any (or excessive) advertising is unwanted is forbidden
• include "AnyTrack," any other trademark of AnyTrack.com, Inc. or its Affiliate, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "AnyTrack.mydomain.com", "AnyTrackSales.net" would be unsuitable
• otherwise violate any intellectual property rights
• primarily attract site visitors outside the geography serviced by AnyTrack.com.

Applicants who violate these guidelines will be refused an account. Affiliates who violate these guidelines will have their accounts closed and all commissions forfeited. Minors are not allowed to participate in this Program.

Links from Your Website to AnyTrack.com
Once you have been accepted into the Program, we will provide you with an AnyTrack Unique URL (also referred to as a referral link). You have the option of placing this URL on your website or incorporating it in an AnyTrack banner (also referred to as a Referral Banner) which we will supply to you. Banners placed on your site pursuant to this Agreement and which properly utilize such Unique URLs are referred to as "Referral Banners."

You will earn commission fees only on traffic that clicks on your Unique AnyTrack URL or AnyTrack banner to arrive at the AnyTrack.com website. We will not be liable for any failure by you to use Referral Banners or Unique AnyTrack URLs.

Use of AnyTrack Referral Banners and Unique Coupon Codes
You agree that you will use AnyTrack Referral Banners and AnyTrack Unique URLs in a lawful manner and only in accordance with the terms of this Agreement; not modify or alter any Referral Banners other than to resize them; not modify or alter any AnyTrack Unique URLs; not use AnyTrack Referral Banners to send sales to any site other than AnyTrack.com; and promptly delete any Referral Banners, Unique URLs or other AnyTrack content that is no longer displayed on the AnyTrack.com Site or that we notify you is no longer available for your use.

To permit accurate tracking, reporting and fee accrual, you must ensure that the Referral Banners and/or Unique AnyTrack URLs between your site and the AnyTrack.com Site are properly formatted and that Unique AnyTrack URLs appear within AnyTrack Referral Banners. We do not pay commission on Referrals who are not or cannot be associated with an Affiliate at the time of purchase. We pay commission on new customer purchases only. Visitors may arrive at the AnyTrack.com site as a result of having clicked on an AnyTrack banner or Unique AnyTrack URL from one or more websites. Should they make a purchase at AnyTrack.com the website which first referred the visitor to AnyTrack.com will receive credit for the sale.

Although we make our best effort to track referrals, in some cases it may not be possible to ascertain which website referred them to us first, or if any website referred them to us at all, such as in cases where they fail to use the Referral Link, if they close their browser, if they use a different computer on subsequent visits, if they disable cookies after the initial visit, etc.

You may not: (a) directly or indirectly offer any person or entity any consideration or incentive, discount or other benefit, for clicking on AnyTrack banner ads or AnyTrack Unique URLs, take any action that could reasonably cause any customer confusion as to our relationship with you, post or serve any advertisements or promotional content promoting the AnyTrack.com Site in conjunction with the display of the AnyTrack.com Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), to cause any page of the AnyTrack.com Site to open in a customer's browser other than as a result of the customer clicking on a Referral Banner or AnyTrack Unique URL on your site, seek to purchase or register any keywords, search terms or other identifiers that include the word "AnyTrack" or variations thereof (for example "AnyTrak, "AnyTrax", etc.) ("Proprietary Terms") for use in any search engine, portal, sponsored advertising service or other search or Referral service.

Order Processing
We will process purchases placed by customers who utilize AnyTrack Banners or AnyTrack Unique URLs. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for pricing and 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 sales made to customers who purchase Products by using AnyTrack Banners and AnyTrack Unique URLs and pay commission on them.

Commission Fees
Customers must arrive at the AnyTrack.com website via your AnyTrack banner or AnyTrack Unique URL prior to purchasing an Eligible Product in order for commission to bepaid to you. We will only pay commissions on Eligible Products after order, payment, shipping and initial 30 day period have occurred. Commissions are paid on the amount of the customer's initial purchase of Eligible Products. Commissions are not paid on shipping, handling, taxes, returns or sales cancelled or refunded within 30 days of purchase.

Commission Rate Schedule
You will be paid 8% of purchases of Eligible Products which utilize your AnyTrack banner or AnyTrack Unique URL, (subject to the other terms of this Agreement) excluding fees for shipping, handling, taxes, returns or sales cancelled within 30 days of purchase. We may, at our discretion, modify the list of Eligible Products at any time.

Frequency of Commission Payments
We will pay you commission on a monthly basis for Eligible Products shipped in the applicable month. Approximately 60 days following the end of each calendar month, we will send you a check for the commissions earned subject to our standard terms or conditions.

Federal Tax Reporting
We are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your commission payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

Policies and Pricing
Customers who buy products through this Program will be deemed to be AnyTrack customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, your site may only show prices when we serve the link in which those prices are displayed.

Identifying Yourself as Referral Program Participant or AnyTrack Affiliate
You must have prior written approval from AnyTrack to issue any press release or conduct other publicity with respect to this Agreement or your participation in the Program. Any such action without prior written approval from AnyTrack may result in your termination from the Program. If approved for the AnyTrack Referral Program you may display the phrase "In association with AnyTrack" somewhere on your site. The decision on whether or not you will display this image of phrase is yours.

You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).

Email Communications to Affiliates
You also acknowledge that as Affiliate in the AnyTrack Referral Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.

Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text provided and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

Term of the Agreement
This Affiliate relationship can be ended at any time, for any reason by the Affiliate or AnyTrack. Upon conclusion of this relationship any commissions owed to the Affiliate will be paid by AnyTrack using the methods described above. To terminate the Affiliate relationship, the Affiliate should email Affiliate@AnyTrack.com.

Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the AnyTrack.com Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn commissions only on sales of Eligible Products that occur during the authorized term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned within 30 days of the date of purchase. 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 the AnyTrack.com Site. Modifications may include, for example, changes in the scope of available commissions, commission schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement.

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, Referral, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the 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 Program will not exceed the total commissions paid or payable to you under this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, no 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 the AnyTrack.com Site will be uninterrupted or error-free, and we will not be liable for the consequences of any problems that may occur.

Independent Investigation
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer Referrals on terms that may differ from those contained in this agreement or operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

Miscellaneous
This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.