AFFILIATE MARKETING PROGRAM
Terms and Conditions - Effective August 15, 2011
Thank you for completing the Affiliate Application to be an Affiliate of the Logic Fund Management, Inc. for the product FX TRADER PROFESSIONAL Affiliate Marketing Program (the "Program"). Before you can officially become an Affiliate, please review and indicate your acceptance of the terms and conditions below. These terms and conditions will constitute the agreement between you (referred to herein as "you" or "Affiliate") and Logic Fund Management, Inc. d/b/a "FX TRADER PROFESSIONAL," including all affiliates, divisions, and related entities (referred to herein as "we," "us," or "our") regarding your rights and obligations as an Affiliate (the "Agreement"). We reserve the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Program at any time, without prior written notice to you. Any changes to this Agreement made will be posted to our main website, and it is your responsibility to check the website for any changes.
As used in this Agreement, the terms noted below shall be defined as follows:
"Affiliate" means an individual or business approved by us who delivers our Marketing Materials through a Promotion, subject to the terms and conditions of this Agreement.
"Affiliate Code" means your personal pin number provided to you by us. Each Affiliate Code will be unique to each individual Affiliate within the Program and will be used as a method to track, report, and calculate Sales Commissions. Your Affiliate Code must be included on any Promotion your deliver. Each Affiliate may only have one Affiliate Code; provided, however, multiple domains may be listed on an Affiliate Code
"Customer" shall mean any individual or entity who purchases our monthly service through a Promotion provided by an Affiliate.
"Marketing Materials" means any written or electronic materials we provide to you that relate to us, the Program, and our services, including, but not limited to, web banners, sample marketing emails, and sample services.
"Net Revenue" means the gross amount a Customer pays for a subscription to our service through a Successful Sale, minus any charge-backs or refunds made to the Customer.
"Promotion" means providing our Marketing Materials using your business and personal contracts through email communication, postings on your website (or a website that you sponsor), links sponsored by you on Internet search engine results, your service or any other communication approved by us. Promotions may be in the form of text, images, buttons, banners, video or any other format approved by us. Promotions must contain a direct hyperlink to our website.
"Sales Commission" means the amount that we have agreed to pay to each Affiliate for each Successful Sale to a Customer who purchases a subscription to our service as a direct result of an Affiliate's Promotion. The Sales Commission for each Successful Sale will be equal to forty percent (40%) of the Net Revenue for each sale. We reserve the right to change the Sales Commission at any time by posting the revised Sales Commission in this Agreement.
"Successful Sale" means a fully paid for subscription to our service by a Customer, which was purchased by the Customer as a direct result of your Promotion.
PROMOTION OF MARKETING MATERIALS
You agree to send out your initial Promotion of Marketing Materials to your list of contacts within thirty (30) days of the date you receive email confirmation from us that you have been approved to be an Affiliate of the Program. Such initial Promotion must include one of our free trial signups. You hereby agree to send at least eight (8) Promotions to your list of contracts every year.
You may only distribute the Promotions pursuant to the terms and conditions of this Agreement, unless you receive our prior written approval to distribute a Promotion in another manner. All Promotions must be distributed in such a way that they are not misleading to any visitor and with the intention of delivering valid sales, leads, or clicks to our website. You acknowledge that any distribution of Promotions in violation of this Agreement will give us cause to immediately terminate this agreement with you.
Sales Commissions will be held for fifteen (15) days after our receipt of a Customer's payment to allow for any refunds or charge-backs that must be deducted. Sales Commissions will be paid on the fifteenth (15th) of each month. For example, Sales Commissions earned as through October 1, 2011 will be paid on October 15, 2011. Sales Commissions will be tracked, reported, and calculated based on your Affiliate Code or through "cookies" as set forth herein. Each Sales Commission payment will be made directly to the PayPal account you provide us. You acknowledge that all statistics collected and calculated by us on your Affiliate Code or through "cookies" will be the only methods for calculating the Sale Commissions.
TERM AND TERMINATION
The term of this Agreement shall commence upon your receipt of a confirmation email from us that you have been approved as an Affiliate. Either party may terminate this Agreement without cause by providing the other party at least thirty (30) days written notice. Additionally, we may terminate this Agreement immediately for cause upon your violation of this Agreement. In the event you are terminated for cause, you will forfeit any right to earned, but unpaid Sales Commissions as of the date of termination. In the event this Agreement is terminated without cause, you will receive all earned, but unpaid Sales Commission due to you throughout the duration that fees are collected from relevant customers.
REPRESENTATIONS AND WARRANTIES
You further represent to us that your web content: (i) is solely owned by you or provided by you with the express authority of the company you represent; (ii) does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights); and, (iii) is not defamatory, libelous, unlawful or otherwise objectionable.
You expressly acknowledge that we are not responsible for and will not monitor your compliance with any applicable laws, including, but not limited to, applicable email marketing laws and regulations, advertising laws and regulations, and privacy laws. Complying with such laws and regulations will be your sole responsibility.
We respect the privacy of our Affiliates and will not disclose personal information to third parties without the express permission of you and your company. We make no representations whatsoever about any other website which you may access through the Program or our website (a "Linked Site") and we are not responsible for the content available on any Linked Site. The Linked Sites do not imply our endorsement of material on any Linked Site, and we expressly disclaim all liability with regard to your access to such Linked Sites.
LIMITATION OF LIABILITY
We expressly disclaim all responsibility and/or liability as a result of how you distribute the Promotions. You agree to indemnify, hold harmless and defend us, our officers, members, managers, affiliates, employees and agents from and against any and all liabilities, losses, damages, claims, causes of action, and expenses (including reasonable attorneys' fees) caused or asserted to have been caused, directly or indirectly, by or as a result of any negligent or intentional acts or omissions of you or your agents relating to this Agreement.
IN NO EVENT WILL WE BE LIABLE FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, IN ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, GOODWILL OR REVENUE.
DISCLAIMER OF WARRANTY
ANY AND ALL MARKETING MATERIALS PROVIDED BY US ARE PROVIDED "AS IS" AND WE MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING OUR MARKETING MATERIALS.
OWNERSHIP AND LICENSES
Each Affiliate is granted a non-exclusive, limited, revocable license to use the Marketing Materials in accordance with this Agreement. All information, data, software, photographs, graphs, videos, graphics, and other material provided for your use hereunder is and shall remain our sole property and no part thereof shall be deemed assigned or licensed to you except as explicitly provided for herein.
All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain our sole property, including rights in and to any derivatives thereof. You may not modify any material provided to you hereunder in any way. We may immediately terminate this Agreement if we reasonably believe that your use or any material provided to you hereunder dilutes tarnishes or blurs the value of our proprietary material. You acknowledge that your use of any material provided to you hereunder will not create in you, nor will you represent that you have, any right, title or interest in or to such items other than the license granted by us under this Agreement. You will not challenge the validity of or attempt to register any of our trademarks or your interest therein as a licensee, nor will you adopt any derivative or confusingly similar names, brands or trademarks or create any combination trademarks with our trademarks. You acknowledge our ownership and exclusive rights to any material provided to you hereunder and agree that all goodwill arising as a result of the use of any material provided to you hereunder shall inure to our benefit.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement or any rights or obligations hereunder may not be assigned or otherwise transferred by you to any third party without our prior written consent.
You acknowledge that we may use "cookies" to track and report your Sales Commissions. A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you. We will not share or sell non-aggregated information contained within cookies to any third party. You also have the ability to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer.
YOUR ACCEPTANCE OF AND ENTRY INTO PROGRAM IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH IN THIS AGREEMENT. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall in no way be affected or impaired. Your relationship as Affiliate with us is that of an independent contractor. Nothing herein shall be deemed to create a relationship of agency or partnership. This Agreement and the Affiliate Application represent the entire agreement between us. You expressly agree to jurisdiction in the state of Florida, and you agree that Florida law will control all aspects of any transaction or agreement that you have with us.
Please complete the "Website Information" fields. If you do not have a web site, just ignore those fields.