This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the maxRefer.com Affiliate Program (the "Program"). As used in this Agreement, "we" refers to maxRefer.com, a division of Trimak New Media, LLC, and "you" refers to you, the affiliate applicant. "Site" means a World Wide Web site located on the internet, and, depending on the context, refers to either www.maxRefer.com or to the site where you will add our links (affiliate web site).

1. Enrollment and Acceptance In The Program
   To begin the enrollment process, you will submit a completed Program application on our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is not suitable for the Program. Factors involved in this decision include:
   • Professional image
   • Site audience is oriented towards web site owners, marketers, professionals, webmasters or business owners
   • Does not include pornography, nudity or sexually explicit content
   • Does not promote violence. discrimination or racism
   • Does not promote illegal activities
   • Does not violate intellectual property rights

   If we do not approve your application, you may reapply to the Program at any time. If you are accepted into the Program, and at a future time it is determined (at our sole discretion) that your site no longer meets the above criteria, we may terminate this Agreement.

2. Linking to Our Site
   Once you are accepted into the Program, you may use any of the linking methods outlined in your Affiliate Control panel including:
   • text links
   • image links
   • links in email

   To ensure that your site is credited for clicks and sales, as well as to ensure accurate reporting, we provide special link tags that can be used with any page on our site. You must use these special link tags in order to earn commission fees. We will not be responsible for, and no commission fees will be paid on links to our site that are not properly formatted. You will earn commissions on any service plan ordered and paid for through your properly formatted link tags.

3. Service Order Processing & Customer Service
   We will process service orders placed by clients who follow special link tags from your site to our site. We reserve the right to reject service orders that do not comply with any requirements that we periodically may establish including non-payment and use fraudulent credit cards. We will be responsible for all aspects of signup and customer service once the client visits our site. We will assist in answering any questions, signup processing, and maintain the service for the client during the service plan tenure.

4. Reporting
   We will track sales made to clients who signup using special link tags from your site to our site and will make available to you real-time reports summarizing clicks, sales and commission activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

5. Commission Fees
   We will pay you (in accordance with Sections 6 and 7 below) commission fees on purchases of maxRefer service plans. For a service sale to be eligible to earn a commission fee, the client must follow a special link tag from your site to our site, select and sign up for a service plan using our automated signup system and pay for the service in full.

   Additionally we will pay you on any service plan purchases made through affiliates that join the maxRefer affiliate program through your affiliate links (2nd tier affiliates).

6. Commission Fee Schedule
   You will earn a flat 20% commission fee on maxRefer service plans offered at our web site. You will also earn a flat 10% commission fee on purchases of maxRefer service plans through your 2nd tier affiliates. Taxes, service charges, additional consultation charges, or charge-back fees do not qualify for commission fees.

7. Commission Fee Payment
   We will pay your commission fees on a monthly basis. Approximately 15 days following the end of each calendar month, we will send you a check for the commission fees earned on your qualified sales of maxRefer service plans, less any taxes that we are required by law to withhold. If you are based outside of the United States and wish to be paid by International Money Order, your commission due balance will be held until it exceeds $100.00 or until this Agreement is terminated.

   If a service plan is terminated by the client and a refund is requested within the 1st 30 days, we will deduct the corresponding commission fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the commission fee.

8. Policies And Pricing
   Clients who sign up for service plans through this Program will be deemed to be customers of maxRefer.com. Accordingly, all of maxRefer.com’s rules, policies, and operating procedures concerning service orders and customer service 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 service plans offered under this Program in accordance with our own pricing policies. Service prices may be modified in the future. Because price changes may affect service plans that you already have listed on your site, you may not include price information in your service plan descriptions.

9. Affiliate Relationship to 3rd Parties
   You may identify yourself as an affiliate of maxRefer.com, however it is not mandatory. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. Please review our rules regarding affiliate promotion. In addition, 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 maxRefer.com supports, sponsors, endorses any web site, charity, organization, business or their respective products, services or causes).

10. Limited License
    We grant you a nonexclusive, revocable right to use graphic images and text provide and made available through the Affiliate Control Panel. You may not modify the graphics, the maxRefer.com logo, or in any manner change any image associated with the maxRefer.com service. 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.

    In addition, we grant you a nonexclusive right to reproduce and use all graphic images and other materials provided to you in the Affiliate Control Panel, solely for the purpose of creating Links connecting your site to the maxRefer.com site and promoting maxRefer.com service plans.

11. Responsibility For Your Site
    You will be solely responsible for the development, operation, and maintenance of your site and for all materials referring to maxRefer.com that appear on your site. Specifically, you will be solely responsible for:
    • The technical operation of your site and all related equipment
    • Creating and posting service plans descriptions or references on your site and linking those descriptions to our site
    • The accuracy and appropriateness of materials posted on your site
    • Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
    • Ensuring that materials posted on your site are not libelous or otherwise illegal

12. Term Of The Agreement
    The term of this Agreement will begin upon our acceptance of your Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all maxRefer.com trademarks, trade logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn commission fees on service plan sales occurring during the term, and commission fees earned through the date of termination will remain payable only if the related service orders are not canceled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

13. 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 our site. Modifications may include, for example, changes in commission fees, payment procedures, and Program rules. In the event of substantive changes to the terms of this agreement, you will be contacted by e-mail. Substantive changes include changes in the commission rate and payment procedures. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

14. 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.

15. Limitation Of Liability
    We will not be liable for indirect, special, 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 commission fees paid or payable to you under this Agreement.

    You hereby agree to indemnify and hold harmless maxRefer.com and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (b) any claim related to your site, including, without limitation, content therein not attributable to us.

16. Disclaimers
    We make no express or implied warranties or representations with respect to the Program or any services sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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 our site will be uninterrupted or without errors, and we will not be liable for the consequences of any interruptions or errors.

17. 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.

18. Miscellaneous
    This Agreement will be governed by the laws of the United States and the state of Arizona, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Phoenix, Arizona, and you irrevocably consent to the jurisdiction of such courts. 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 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.

    Rules Regarding Affiliates Communications And Promotion

    Other Website Promotion

    • To protect the integrity of the reputation of maxRefer.com Affiliates as well as the maxRefer.com brand name, you may not promote your site via certain forms of indiscriminate advertising, commonly referred to as "spamming" or "unsolicited email." Accordingly, you may not promote your site via unsolicited e-mail (UCE), postings to non- commercial newsgroups, or cross-postings to multiple newsgroups at once. In addition, you may not promote your site in any way that effectively conceals or misrepresents your identity, domain name, or return e-mail address.
    • Notwithstanding the foregoing, you may promote your site via mailings to recipients who are already customers or subscribers to your site's services or newsletters, provided that the recipients have the option to remove themselves from future mailings. Further, you may promote your site via newsgroup postings to newsgroups that specifically welcome commercial messages (when in doubt, consult the newsgroup FAQ or moderators to be sure that such a message is acceptable in that newsgroup).
    • In general, in any forum or form of media, you must honor the common advertising practices and restrictions that are commonly considered acceptable by its readers.