affterms

1.ACCEPTANCE OF TERMS

This Affiliate Program Agreement (the "Agreement") is a legal agreement and contains all of the terms and conditions between Vision Change. ("Vision Change") and you, together with any company or other business entity you are representing, if any, (collectively, the "Affiliate") who is participating in the Vision Change Affiliate Program (the "Program"). BY REGISTERING FOR THIS PROGRAM AFFILIATE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement do not register for the Program.

By accepting the terms of this Agreement, Affiliate agrees that Vision Change ("Vision Change") may change the terms of this Agreement in its sole discretion provided that Vision Change ("Vision Change") provides Affiliate with notice of any such change. If Affiliate does not agree to the changes proposed by Vision Change ("Vision Change"), or to any terms in this Agreement, Affiliate's sole and exclusive remedy is to cancel Affiliate's participation in the Program. Notwithstanding the foregoing, Vision Change reserves the right to terminate, cancel, suspend or refuse access to the Program to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Program shall be subject to this Agreement.

SUBSCRIBER REFERRAL AND REGISTRATION

Vision Change Link. Affiliate may be eligible for certain commissions for every Subscriber (as defined in Section 7.1 below) Affiliate refers to Vision Change. To be eligible for such commissions, each referral must originate from a URL provided to the Affiliate. For purposes of this Agreement, "Vision Change Link" means the web page URL designated to the affiliate delivered via email after registration was completed. This url directs the end user's Internet browser connection to a Vision Change page or file via a URL and which establishes a direct connection between the browser and the Vision Change-specified page or file. This will allow Vision Change to track any person, entity or otherwise who clicks through the Vision Change affiliate URL to register for the Vision Change Program.

Linking to Vision Change. The necessary electronic graphic artwork and corresponding links to Vision Change’s website shall be available to Affiliate via the registration confirmation email. Vision Change SHALL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO AFFILIATE'S FAILURE TO PROPERLY UTILIZE THE CORRECT URL WHEN ADVERTISING THEIR SPECIFIC URL. INCLUDING TO THE EXTENT THAT SUCH FAILURE MAY RESULT IN ANY REDUCTIONS OF COMMISSION FEES (AS DEFINED BELOW) THAT WOULD OTHERWISE BE PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

Tracking and Reporting. For the purposes of this Agreement, tracking and reporting will be provided by Vision Change, providing tracking, reporting and payment in connection with this Agreement. During the term of this Agreement, Affiliate will be provided a unique URL and password which will permit Affiliate access to password-protected Web pages. Affiliate may review and modify Affiliate's account and payment information and receive statistics regarding the number of Subscribers that originated from the Affiliates specific URL. The reports available on the Reporting Site (http://www.visionchangestats.com/affiliate number.html) will also detail the Commission Fees that are due to Affiliate in accordance with the Fee Schedule (as defined below). The form, content and timing of the foregoing reports may vary from time to time in Vision Change's sole discretion. Affiliate agrees and acknowledges that the statistics and reports provided by Vision Change at the Reporting Site at time of payment, are the official, definitive and final measurements of the number of Subscribers that have originated from the Affiliates specific URL as well as the fees payable to Affiliate from Vision Change pursuant to the terms of this Agreement. Affiliate understands that no reports are final until payments are sent due to charge backs that may occur from the purchase of a Program through the affiliates link.

LICENSE RIGHTS.

License Grant of Vision Change Web Page Link. Subject to all the terms and conditions of this Agreement, Vision Change hereby grants to Affiliate a restricted, non-exclusive, non-transferable license to use and publicly display their specific web address URL, solely for their receipt, access, use and viewing in the manner described herein. Vision Change retains all rights, title, and interest in and to all of the copyrights, patent rights, trademark rights and other proprietary rights to the Vision Change URL Links pursuant to this Agreement.

Vision Change URL Link License Restrictions. In addition to any other restrictions herein on the use of the Vision Change URL Link, Affiliate agrees to the following: (i) Affiliate shall not access, transmit, display or otherwise make available (or allow end users or any other third party to transmit or make available) Vision Change URL Link to any third party, except as explicitly provided herein; (ii) Affiliate shall not alter, delete or modify any attributions included within the Vision Change URL Link; (iii) Vision Change shall have the right, in its reasonable discretion and upon notice to Affiliate, to require Affiliate to immediately cease any and all use of any particular Vision Change URL Link: and (iv) Affiliate may not impose any separate charges or fees for use or access to the Vision Change URL Link.

License Grant Vision Change Marks. Subject to all the terms and conditions of this Agreement, Vision Change hereby grants Affiliate a nonexclusive, non-transferable license to use the Vision Change trademarks, logos, and copyrighted material ("Vision Change Marks") solely on the Affiliate's designated Vision Change URL Link and solely in connection with this Agreement. Affiliate hereby acknowledges and agrees that (i) the Vision Change Marks are owned solely and exclusively by Vision Change or its subsidiaries, (ii) except as set forth herein, Affiliate has no right, title or interest in or to the Vision Change Marks; and (iii) all use of the Vision Change Marks by Affiliate shall inure to the benefit of Vision Change and its subsidiaries. Affiliate agrees that it shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Vision Change or of any Vision Change Mark.

Marketing Practices. With respect to soliciting Subscribers and marketing the Vision Change Program, all advertising and promotional materials are subject to the terms of this Agreement. Affiliate further agrees: (i) to be solely responsible for all expenses and fees incurred in connection with the participation in the Program; (ii) use best efforts to successfully market, advertise and sell the Vision Change Program during the term of this Agreement; (iii) not engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Vision Change or its products or services; (iv) not make any representations, warranties, or guarantees on behalf of Vision Change, or otherwise concerning the Vision Change Program that are inconsistent with or in addition to any such representations, warranties, or guarantees made by Vision Change; and (v) use the then-current name as used by Vision Change (but will not represent or imply that Affiliate is an employee, part of, or affiliated with Vision Change).

AFFILIATE REPRESENTATIONS AND WARRANTIES

Affiliate represents and warrants that:

Affiliate has the full and legal power and authority to enter into this Agreement, and/or to perform its obligations hereunder.

By entering into this Agreement, Affiliate does not violate any other agreement by which Affiliate is bound.

With respect to any performance hereunder, Affiliate shall comply with good business practices and all applicable laws, regulations and rules of any government body or agency or other competent authority.

PAYMENT TERMS

Payment Terms. Subject to the terms and conditions of this Agreement and pursuant to the then-current Fee Schedule set forth on the Vision Change website (the "Fee Schedule"), Affiliate will be paid a Commission Fee ("Commission Fee") on a bi-monthly basis by Vision Change for each person who registers for the Vision Change Program. For Affiliate to earn a Commission Fee for a Subscriber, the Subscriber must have i) followed the Vision Change URL Link that is provided to Subscriber by Affiliate or is otherwise located on the Affiliate's website to the Vision Change website; ii) the Subscriber must have successfully subscribed for Vision Change Program (s); and iii) Vision Change must have received valid payment from Subscriber. Payment shall occur within two weeks (14) days from the initial order and continue every two weeks in which Affiliate earns a Commission Fee. Vision Change shall not be liable with respect to any Commission Fees not received by Affiliate as a result of Affiliate's failure to notify Vision Change of a change in Affiliate's principle email address on their Stormpay account or their change of address.

Reporting and charge backs. Reporting will be provided through the Vision Change Stats web site operated by Vision Change. Affiliate understands that no reports are final until payments are sent due to charge backs that may occur from the purchase of a Program through the affiliates link.

Taxes. Excluding any taxes based on Vision Change's income, Affiliate shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority based on Affiliate's revenue or income under this Agreement or any Client Agreement.

Fraud and Fraudulent Activity. Vision Change shall have no obligation to pay Commission Fees to Affiliate for Subscribers if it is determined in good faith by Vision Change that there has been fraudulent activity on the Affiliate's website. For exemplary purposes only without limitations, if an unreasonable number of Subscribers have originated from Vision Change URL Links on Affiliate's URL link during any period of time, then Vision Change shall have the right to examine Affiliate's records to the extent necessary to determine whether any fraudulent activity has occurred involving the Vision Change URL Links on Affiliate's URL Link and/or Affiliate's account at the advertising method chosen by the Affiliate. Furthermore, Vision Change shall have no obligation to pay commission fees to Affiliate in the event of Subscriber obtaining a charge back or refund or if Vision Change determines in good faith that Subscribers created their accounts solely for the purpose of aiding and abetting Affiliate to increase commission amounts.

NO DISPARAGEMENT

Affiliate shall not disparage Vision Change, or any Vision Change Mark and/or Vision Change product or services thereof, or place any disparaging content on the Affiliate's or Clients website(s).

NON-COMPETITION

Affiliate acknowledges and agrees that it shall not attempt to switch, divert, or convert a Subscriber from the Vision Change's Services to any product or service that is competitive to Vision Change's products or services.

MODIFICATION

Vision Change reserves the right at anytime and from time to time to modify, discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. Affiliate agrees that Vision Change shall not be liable to Affiliate or to any third party for any modification, suspension or discontinuance of the Program. In the event that Affiliate does not agree with any such modification, Affiliate shall terminate its participation in the Program, which shall be Affiliate's sole and exclusive remedy.

TERMINATION

Term and Termination. Unless terminated earlier as provided herein, this Agreement shall remain in full force unless otherwise terminated by Vision Change. Either party may terminate this Agreement at any time upon providing notice to the other party.

Effect of Termination. In the event that this Agreement is terminated for any reason, Affiliate will only be eligible for Commission Fees earned as a result of Subscribers who were acquired up to the date of termination or expiration. Upon termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate and Affiliate will immediately cease use of, all Vision Change marks, Vision Change Materials, and Vision Change URL Links. Termination or expiration of this Agreement shall have no effect with respect to any rights or obligations existing under a Client Agreement. Except to the extent expressly provided to the contrary in this Agreement, any rights to Commission Fees earned, any right of action for breach of the Agreement prior to termination, and the following provisions shall survive the termination of this Agreement: Sections 6,7,8,11,13,14. Furthermore, upon termination or expiration of this Agreement and upon Vision Change's request, Affiliate shall either return or destroy any Materials or other Confidential Information provided to Affiliate by Vision Change.

INDEMNIFICATION

Affiliate shall defend and indemnify at its expense, and hold Vision Change and each of its affiliates, directors, officers, agents, employees and sublicensees harmless from losses, damages, liabilities, costs and expenses, including without limitation, any proceeding, investigation or claim, to the fullest extent permitted by law arising out of or in connection with: (a) Affiliate's performance under this Agreement or any Client Agreement; (b) an assertion that the information, content or other materials or services provided or made available by Affiliate infringe any copyright, patent, trademark or other property right of any third party; (c) any breach by Affiliate of its obligations, representations and warranties under this Agreement; or (d) any claim related to the content on Affiliate's website or content provided by Affiliate to a Client for a Client Site. Affiliate shall notify Vision Change promptly in writing of any claim or proceeding involving Vision Change.

WARRANTY DISCLAIMER

Vision Change SHALL NOT BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF Vision Change HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Vision Change BE LIABLE TO AFFILIATE OR ANY THIRD PARTY IN AN AGGREGATE AMOUNT GREATER THAN THE AMOUNT PAID TO AFFILIATE BY Vision Change HEREUNDER.

LIMITATION OF LIABILITY

ARBITRATION

Affiliate agrees that any dispute or claim arising out of or related to the website design service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in Saint Joseph County, Indiana under the American Arbitration Association Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. Affiliate agrees that any claim against Vision Change must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.

INDEPENDENT CONTRACTOR

The parties are independent contractors and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party has the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. Affiliate is solely responsible for all of its employees or agents and its labor costs and expenses arising therewith. Vision Change will not furnish or otherwise reimburse Affiliate for any office space, office or business equipment, clerical support, telephone, travel, or any other expense which Affiliate may incur as a result its performance under this Agreement.

GENERAL

This Agreement may not be assigned by either party without the prior written consent of the non-assigning party. Notwithstanding the foregoing, Vision Change may assign this Agreement to any acquirer of all or of substantially all of its equity securities, assets or business related to the subject matter of this Agreement. Any attempted assignment in violation of this Agreement shall be null and void and without effect. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement and may be changed only by a writing signed by both parties. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures. The services hereunder are offered by Vision Change.