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Affiliate's Agreement

 

This Affiliate Agreement (“Agreement”) contains the complete terms and conditions between us, TERAPOWER Innovation Corp., and You, regarding your application to participate as an affiliate of TERAPOWER Innovation Corp. (“Affiliate”), and the establishment of links from your Web site to our Web site, “terapower.com”

BY SUBMITTING AN APPLICATION TO JOIN THE TERAPOWER Innovation Corp. FILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AFFILIATE AGREEMENT AND HAVE AGREED TO BE BOUND BY ITS TERMS AND CONDITIONS.

TERAPOWER’s Affiliate Agreement Definitions.


“We, Our, Us, Merchant”- TERAPOWER Innovation Corp. (collectively, TERAPOWER)

“You, Your - the business, individual, or entity applying for participation in the TERAPOWER Affiliate Program.

“Affiliate(s) - the business, individual, or entity that displays the Merchant’s products, services and/or promotions on its Internet site and/or through offline representation through the affiliate tracking code in exchange for receiving remuneration from the Merchant for sales resulting from such display.

“Affiliate Site
- the Affiliate’s Internet site which displays the Merchant’s products, services and/or promotions.

“TERAPOWER Products and Services - Web hosting products and services that are available for purchase through terapower.com

1. Enrollment in the Affiliate Network.

To begin the enrollment process, you must submit a completed Affiliate Program Application. The Application can be found by logging on to

http://www.terapower.com/suscraf.htm

We may terminate this Agreement if We determine (in Our sole discretion) that Your site is unsuitable for Our Affiliate Program for any reason, including, but not limited to, inclusion of content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. If We terminate this Agreement because of the content on Your site, for any reason, You may not reapply to the TERAPOWER Affiliate Program utilizing the same domain name/URL if that domain name/URL has been already been rejected nor may you reapply using a different domain/URL name and then add the previously rejected domain name/URL.

2. Promotion of Our Affiliate Relationship.

If You qualify and agree to participate as an Affiliate Site, We will make available to You a variety of graphic and textual links (each of these links sometimes being referred to herein as “Links”or, individually, as a “Link”), which are subject to the terms and conditions of this Agreement. The Links will serve to identify Your site as a member of the TERAPOWER Affiliate Program, and will establish a link from Your site to Ours. In utilizing the Links, You agree that You will cooperate fully with Us in order to establish and maintain such Links. You also agree that You will display on Your site only those graphic or textual images (indicating a Link) provided by Us or text messages approved in writing by TERAPOWER. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Any information with respect to Us that is going to be displayed on Your site must be provided by Us or approved by Us in writing in advance of any display. We may modify or expand all Links from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties to this Affiliate Agreement. You are not allowed to post any coupon information unless We have given You written permission to do so. Each Link connecting users of Your site to the pertinent area of Our site will in no way alter the look, feel, or functionality of Our site. In addition, We encourage (but do not require) You to include a Link to the home page of Our site.

3. Order Processing.

We will process orders placed by customers who follow the Links from your Web site to the TERAPOWER Web site. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including customer service, cancellation, processing, billing, and payment processing will be Our responsibility. We will track the amount of sales generated by your Web site and will make this information available to you through our Web site at the following Web page:

http://www.terapower.com/areaaf.htm

To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your Web site and our Web site are properly formatted and that they contain Your affiliate code or other information that we provide to identify Your site uniquely.

By entering this Agreement, You acknowledge that You understand and agree that We offer Our customers a 30-day money-back guarantee (the “Guarantee”). Therefore, all commissions payable to you are subject to the following conditions:

  • the terms and conditions of the Guarantee,
  • the provisions concerning the Guarantee in Sections 4.2 and 4.3 of this Agreement, and
  • any other provisions concerning the Guarantee in this Agreement, as this Agreement may be amended from time to time.

Consequently, We will hold all prospective sales commissions for thirty (30) days from the date of the sale before We approve the sale and release the commission for payment to You.

4. Commissions.

4.1. Commission rates will be paid to Affiliates based on the sales acquired through the Affiliate Site. Sales generated through the Affiliate link entitle the Affiliate to earn a cash commission based on following commission structure:

First tier: Ten USDollars (u$s 10.00) for each sale generated through your Affiliate link;

Second tier: Fifteen percent (15%) of all commissions earned by your “sub-affiliates,”which are affiliates who join the TERAPOWER affiliate program after visiting terapower.com by way of a special link from your site to terapower.com We will make available that special link available to you in the affiliates administration area of terapower.com

4.2. All commissions paid under this Agreement are subject to the following restrictions. These restrictions apply to commissions earned by you and your sub-affiliates.
 

  • We will pay a commission one time only. That is, We will pay a commission for a given customer for the first time he or she becomes a TERAPOWER customer. However, We will not pay any additional commission if that customer renews his or her hosting service, upgrades to a higher level of hosting plan, or purchases additional services from Us.
  • In order for You to be eligible for commission for a customer, a customer that You or one of your sub-affiliates refer to Us must remain active as a customer of TERAPOWER for at least thirty (30) from the date he or she pays for his or her first order for TERAPOWER service. If the customer terminates his or her TERAPOWER on or before the thirtieth (30 th) day, We will not pay You a commission for that customer.
  • We pay commissions only for completed sales. We do not pay any commissions for leads.
  • To be eligible for a commission payable to you, hosting services must be purchased by a customer who has linked to Our site from Your Web site, or the Web site of one of your sub-affiliates and must be paid in full by the customer.
  • No commissions are paid on any of the following items:
  • Purchase of domain name registrations;
  • Setup fees;
  • Additional bandwidth or disk storage purchased by the customer at the time of opening an account with TERAPOWER or at any later time;
  • Upgrades from one plan to another;
  • Any accounts for which TERAPOWER is not paid in full;
  • Any purchase by you, or by anyone acting on your behalf, of any products or services from TERAPOWER.

4.3. TERAPOWER, in its sole discretion, reserves the right to withhold indefinitely or reject any affiliate commission for any account/sale in which the customer cancels his or her service within thirty (30) days, or who takes advantage of TERAPOWER’s 30-day money-back guarantee.

  • TERAPOWER also retains the right to review all commissions for possible fraud, including but not limited to the use of software that generates real and fictitious information. Any incidence of fraud constitutes a breach of this Agreement, and TERAPOWER retains full authority to terminate this Agreement immediately.

5. Commission Payment.

5.1. Commissions will be paid only directly to your PayPal account that you provided at registration. You may change this preference within the affiliate administration area. TERAPOWER shall not be liable for any loss or damage sustained as the result of any dealings with or otherwise arising out of disputes with PayPal, Inc.

5.2. There are no minimum or maximum Affiliate commission payments, however You must have at least Fifty USDollars (u$s 50.00) of commissions payable to You in a given month for Us to pay You for that month. If Your commissions payable are less than Fifty USDollars (u$s 50.00) in a given month, We will carry over Your commissions into the next month and subsequent months until commissions payable to You equal or exceed Fifty USDollars (u$s 50.00). TERAPOWER, in its sole discretion, reserves the right to modify the terms of this commission payment method or schedule.

5.3. Commissions shall be paid in United States Dollars (USD). No interest shall be accrued or payable upon Affiliate commission accounts or on the amounts of funds they contain.

  • During the first full week of each month, commissions shall be paid to You, for the commissions earned during the previous month and carried over from earlier months, if applicable, provided that the balance in Your commission account is at least Fifty USDollars (u$s 50.00).

5.5. In the event that any customer that You or one of your sub-affiliates send to Us issues a chargeback for which We are charged, You will not earn any commission for that customer. If We have already paid You a commission for that customer, then We will debit Your commission account by the amount of commission we paid to You for that customer. You understand and agree that Our debiting Your account for chargebacks could result in Your commission account having a negative balance. In the event that Your commission account has a negative balance, You will not receive any further commission payments until Your commission account has a positive balance of at least Fifty USDollars (u$s 50.00).

 6. Reports of Sales.

You will be given a password and have the ability to enter a password-protected site to receive Your sales statistics on a daily basis. Customer status information will be included in Your report. The following is the URL for the password-protected site for Affiliates.

http://www.terapower.com/areaaf.htm

7.TERAPOWER No-Spam Policy (NSP).

7.1. You agree that You shall comply with all the terms and conditions of TERAPOWER’s No-Spam Policy (NSP) as described in this Section 7. Violation of the NSP shall be deemed a material breach of this Affiliate Agreement.

7.2. At TERAPOWER, We are committed to providing valuable hosting services to Our valued customers.

7.3. An important part of TERAPOWER’s mission is to be a respected and responsible member of the business and Internet communities. We take seriously Our role in protecting Our customers and the general public from nuisances such as “spam.”This section of the Affiliate Agreement document describes Our NO-SPAM Policy. Please read it carefully, because it contains important information and because it is a material part of Your Affiliate Agreement with TERAPOWER.

7.4. To report any spam You receive that identifies itself as coming from the terapower.com servers or claims to be related to TERAPOWER in any way, please send an e-mail message to us at abuse@terapower.com In Your message to Us, please include a complete and accurate copy of the message that You consider to be spam, along with full message headers and routing information for e-mail, a message board provided by a Web site or an online service, Usenet, interactive chat message, or instant message service, as the case may be.

7.5. Definition of Spam.

Unsolicited commercial e-mail and electronic messages are colloquially referred to as “spam.”Other common names for spam include “spam e-mail,”“junk e-mail,”“bulk e-mail,”“direct e-mail,”and “mass e-mail.”Spam is the electronic equivalent of the direct mail you receive in your postal mailbox frequently.

In its most general terms, and as used in this NO-SPAM Policy (the “Policy”), spam is:

  • a commercial e-mail message or other electronic message, including, but not limited to, messages that are:
  • posted to an electronic mailing list (other than an “opt-in”e-mail list as described below),
  • posted on an online bulletin board system or Web-based message board system or “guest book”,
  • posted to a Usenet newsgroup,
  • posted to the common area of an online community, group, or club,
  • posted in a chat room,
  • posted in a message board of a commercial online service (such as America Online),
  • posted to a Weblog (“blog”),
  • sent via an instant message system (such as ICQ, Yahoo! Pager, Yahoo! Instant Messenger, or AOL Instant Messenger),
  • sent through e-mail or another Internet means of communication when the message’s ultimate destination is a facsimile (“fax”) machine, cellular or wireless telephone, or wireless device,
  • a commercial e-mail message or other electronic message that is addressed to one or more recipients with whom You do not have a preexisting business or personal relationship,
  • a commercial e-mail message or other electronic message that is sent to a mailing list of addresses that You purchased or that were otherwise distributed, or any list of e-mail addresses whose owners did not sign up for Your specific mailing list, including without limitation lists commonly known as “affiliate lists,”
  • a commercial e-mail message or other electronic message that is not sent at the request of, or with the express consent of, the recipient(s),
  • a commercial e-mail message or other electronic message that is sent to a recipient who has opted out of receiving further commercial electronic messages from You, or
  • a commercial e-mail message or other electronic message that contains forged headers, compromised mail server relays, or false contact information.

For purposes of this Policy, spam also includes any e-mail or other electronic message that is sent in violation of any applicable Federal, state, or local law regulating unsolicited commercial e-mail, unsolicited fax transmissions, or any other type of unsolicited commercial electronic message, regardless of whether that message fits the definition of “spam”provided above. For purposes of this Policy, all the terms and conditions of this No-Spam Policy shall apply to any online solicitations You may make to sell TERAPOWER’s products and services.

7.6. “Opt-in”E-mail Lists.

Please note: messages sent to “opt-in”e-mail lists are not spam, for purposes of this Policy, provided that those messages meet all of the following criteria:

  • the messages are sent to an “opt-in”e-mail list in which ALL subscribers have VOLUNTARILY agreed to receive announcements and advertisements about products and services;
  • the messages STRICTLY COMPLY with ALL the requirements and regulations of the “opt-in”e-mail list; and
  • upon request of any subscriber to the “opt-in”e-mail list, You immediately stop sending that subscriber any e-mail regarding Your products and services.

If You choose to use an “opt-in”e-mail list, please be aware that TERAPOWER will consider ANY violation of the requirements or regulations of such any third party provider of software or services for such a list to be a violation of this NO SPAM Policy.

7.7. Zero Tolerance for Spam.

TERAPOWER will not tolerate any spamming by any of its Affiliates. This prohibition of spam extends to the sending of unsolicited mass mailings from another service, which in any way implicates the use of TERAPOWER’s services whether or not the message actually originated from our network.

Violation of this NO-SPAM policy will result in TERAPOWER taking one or more of the following actions:

  • A warning via e-mail or telephone, or
  • Termination of this Agreement and forfeiture of any unpaid commissions otherwise payable to You.

TERAPOWER reserves the right to take all legal and technical steps available to

prevent unsolicited bulk e-mail or other unauthorized e-mail from being sent from

or transmitted through the TERAPOWER Network.

PLEASE NOTE: The transmission of spam, including the transmission of counterfeit e-mail, may result in civil and criminal penalties against the sender, under various federal, state, and local laws and regulations, including the federal CAN-SPAM Act of 2003.

7.8. Indemnification of TERAPOWER.

You agree to defend, hold harmless, and indemnify TERAPOWER from any harm or damages whatsoever resulting directly or indirectly from Your engaging in any spamming practices or from Your violation of any of the terms of this NO SPAM Policy.

8. Obligations Regarding Your Site.

  • You will be solely responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site. Such responsibilities include, but are not limited to,
  • the technical operation of Your site and all related equipment;
  • creating and posting content on Your site;
  • linking to Our site;
  • the accuracy and propriety of materials posted on Your site (including, but not limited to, all mention of and links to TERAPOWER’s site and products and services); and
  • ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.

We disclaim all liability and responsibility for all such matters.

  • We have the right in Our sole discretion to monitor Your site at any time and from time to time to determine if You are in compliance with the terms of this Agreement. If You are not in compliance We may terminate this Agreement immediately.
  • You agree not to utilize any link that is or can be initiated automatically without a human user clicking on the link.
     
  • You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL and Links. You agree that you will notify TERAPOWER if your coded URL or Link ceases to function or ceases to function properly.
     
  • You agree to immediately cease the use of any TERAPOWER trademark or service mark upon request made by TERAPOWER to the e-mail address provided by you and maintained on file for you by TERAPOWER. You agree to immediately cease the use of any link created by you to TERAPOWER upon request by TERAPOWER to the email address provided by you and maintained on file for you by TERAPOWER.
     

9. TERAPOWER Responsibilities.

We will be responsible for providing all information necessary to allow You to make appropriate Links from Your site to Our site. TERAPOWER will solely be responsible for order processing for orders/sales placed by a customer following a special Link from Your site, for tracking the volume and amount of sales generated by Your site, and for providing information to Affiliate Sites regarding sales statistics. TERAPOWER will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds, and related customer service. Any determination made by TERAPOWER regarding the foregoing shall be binding absent manifest error.

10. Policies and Pricing.

Customers who buy TERAPOWER Products and Services through the Affiliate network will be deemed to be Our customers. Accordingly, all of Our rules, policies, and operating procedures concerning customer orders, customer service, and TERAPOWER Product and Services 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 TERAPOWER Web Hosting Services sold under the Affiliate Network in accordance with Our Own pricing policies. Prices and availability of TERAPOWER Products and Services may vary from time to time and region to region. Because price changes may affect products that You have listed on Your site, You may or may not be able to include price information in Your product descriptions. We will use commercially reasonable efforts to present accurate information, but We cannot guarantee the availability or price of any particular product or service.

11. Licenses and Use of the terapower.com Logos and

Trademarks.

11.1. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO

11.1.1. ACCESS OUR SITE THROUGH THE LINKS SOLELY

IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND

11.1.2. SOLELY IN CONNECTION WITH SUCH LINKS, TO

USE THE terapower.com TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (BUT ONLY IN THE FORM(S) THAT THEY ARE PROVIDED BY US) (COLLECTIVELY, THE “LICENSED MATERIALS”), FOR THE SOLE PURPOSE OF SELLING TERAPOWER PRODUCTS ON YOUR SITE FOR terapower.com YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE TERAPOWER AFFILIATE PROGRAM.

  • You shall not use any of the Licensed Materials for purposes other than selling TERAPOWER Products and Services.
  • You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays TERAPOWER, any hosted customer of TERAPOWER, or any TERAPOWER employee or representative in a negative light. We reserve all of Our rights in the Licensed Materials and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
     

 12. Term of the Agreement.

The term of this Agreement will begin upon Our acceptance of Your Affiliate Program 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. You are only eligible to earn commission on sales occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable only if the related orders for TERAPOWER Products or Services are not cancelled or returned. We may withhold Your final payment for a reasonable time to ensure that no overpayment is made.

13. Modification.

We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. You will be notified by e-mail, and a change notice will be posted on Our site. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to You, Your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following Our posting of a change notice or new agreement on Our site will constitute binding acceptance of the change.

14. Disclaimer of Warranties.

YOU ACKNOWLEDGE AND AGREE THAT ANY PRODUCTS OR SERVICES PROVIDED BY TERAPOWER PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS,”WITH ALL FAULTS AND AS AVAILABLE, AND THAT TERAPOWER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE, OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY.

WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, TERAPOWER DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE . IN NO EVENT WILL TERAPOWER BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.

Further, We make no representation or warranty that the TERAPOWER Affiliate Program will continue for any length or period of time, and We reserve the right, in Our sole discretion and at Our sole option, to terminate the TERAPOWER Affiliate Program at any time, without prior notice, and for any reason or for no reason.

15. Limitation of Liability.

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE 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 AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

16. Relationship of Parties.

You and TERAPOWER 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.

17. Representations and Warranties.

You hereby represent and warrant to us as follows:

17.1. You have duly and validly executed and delivered this Agreement to Us, and this Agreement and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.

  • The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated by this Agreement will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate

17.2.1. any provision of law, rule, or regulation to which You are subject,

17.2.2. any order, judgment, or decree applicable to You or binding upon Your assets or properties,

17.2.3. any provision of Your by-laws, certificate of incorporation, articles or organization, operating agreement, partnership agreement, or joint venture agreement, or

17.2.4. any agreement or other instrument applicable to You or binding upon Your assets or properties.
 

17.3. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.

17.4. There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.

17.5. During the term of the Agreement, You will not include in Your site content that is, in Our opinion or as a matter of law, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable.

17.6. You are at least eighteen (18) years of age.

  • You have f ull binding authority to enter into this Agreement and, in the case of any entity other than an individual, that the person assenting to the terms of this Agreement has the full binding authority of the entity purportedly bound.
     
  • You are in a jurisdiction where participation in the TERAPOWER affiliate program does not violate any law, ordinance, regulation or standard.

18. Indemnification.

You hereby agree to defend, indemnify, and hold harmless Us and Our 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 your participation in the TERAPOWER affiliate program.

19. Confidentiality.

Each of the parties to this Agreement to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is

19.1. already lawfully known to or independently developed by the receiving party,

19.2. disclosed in published materials,

19.3. generally known to the public, or

19.4. lawfully obtained from any third party without any obligation of confidentiality to the discloser under this Agreement.

20. Independent Investigation.

BY SUBMITTING YOUR APPLICATION TO THE TERAPOWER AFFILIATE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER RELATIONSHIPS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. WE MAY ALSO SOLICIT CUSTOMER RELATIONSHIPS WITH ENTITIES THAT OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TERAPOWER AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

21 . Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas , without regard to choice of law or conflicts of law provisions that would cause the application of the law of another jurisdiction.

22. Currency.

All monetary amounts to which this Agreement refers shall be in United States dollars.

23. Entire Agreement.

This Agreement comprises the entire agreement between You (the Affiliate) and TERAPOWER, and supersedes any prior or previous agreements between You and TERAPOWER with respect to the subject matter of this Agreement; provided, however, that You agree that You shall be subject to any additional terms and conditions of which TERAPOWER notifies You from time to time, pursuant to this Agreement.

24. No Oral Modification of this Agreement.

This Agreement may not be modified orally.

25. Assignment.

  • You shall not assign or attempt to assign Your obligations under this Agreement without TERAPOWER’s prior and express written consent to such assignment.

25.2. TERAPOWER may assign any or all of its rights and obligations under this Agreement at any time without prior notice to Your or Your consent.

26. Choice of Law.

For all purposes, this Agreement shall be deemed to have been made within the State of Texas , United States of America . This Agreement shall be governed by the laws of the United States of America and the laws of the State of Texas, without regard to Texas’choice of law and conflicts of law rules, and TERAPOWER and You each submit to the exclusive jurisdiction of the courts of Harris County, Texas, or to the United States District Court for the Southern District of Texas, should any claim or question arise under Federal law or federal jurisdiction based upon diversity of citizenship.

27. Force Majeure.

TERAPOWER shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, terrorism, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, magnetic interference, interruptions of electrical power or other utility service, unavailability of any telecommunications or wireless service or connection to any telecommunications or wireless service, or any cause beyond the reasonable control of TERAPOWER.

28. Severability of Terms of this Agreement.

In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties hereto, and the remainder of the provisions shall remain in full force and effect.

29. Limitation of Actions Arising Under this Agreement.

Any cause of action you may have with respect to TERAPOWER’s performance or alleged non-performance of this Agreement must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is forever barred.

I INDICATE MY APPROVAL OF AND ASSENT TO THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY FILLING OUT AND SUBMITTING THE AFFILIATE ENROLLMENT FORM.

 
 
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