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LowPriceWireless.com
INTERNET AFFILIATE PROGRAM AGREEMENT
This Agreement contains the complete terms and conditions that apply to an individual,
company and/or entity's participation in the LowPriceWireless.com� Internet Affiliate Program (the "Program"). By registering for and participating in the Program, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not register for or participate in the Program, or, if you are already a
LowPriceWireless.com� Internet Affiliate, or an Authorized Independent Sales
Agent, immediately terminate all uses of Lakeshore Paging marks and any links to
Lakeshore's website.
As used in this Agreement, "We, Us, Our, or LPW" means LowPriceWireless.com
and its subsidiaries and corporate affiliates, and "You or Your" means the applicant and if accepted into the Program, they will be know as an "Internet Sales Affiliate". "Site" means a World Wide Web site and, depending on the context refers any
LPW-related Site (including but not limited to www.lowpricewireless.com, www.lakeshorepaging.com,
www.carrentalsearch.com) or to the site that you will link to it ("Your site").
1. Enrollment
To enroll, you must submit a complete application via our web site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject Your application if we determine (at our sole discretion) that Your
business is unsuitable for any reason to become an Affiliate. We may
also reject your application if we determine (at our sole discretion) that your site is unsuitable for us for any reason, including, but not limited to, inclusion of content that:
a. Promote sexually explicit materials
b. Promote violence
c. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
d. Promote illegal activities
e. Include "LowPriceWireless" or "Lakeshore" or variations or misspellings in their domain names
f. Otherwise violate intellectual property rights
g. Have traffic of less than 1000 unique visitors per month
h. Otherwise are considered offensive in our sole discretion
If we reject your application, you are welcome to reapply to the LPW Affiliate Program at any time.
Once you are accepted into the Program, you will be able to participate in the Program subject to all of the terms and conditions of this Agreement. You should also note that if you are accepted to participate in the Program and Your site is determined at a later time (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
2. LPW's Obligations
2.1 Links
Once approved, you, as
an "Authorized" LowPriceWireless.com� Internet Affiliate
will receive the following:
- Listing ("link") on
LowPriceWireless.com's website, with a link to YOUR e-commerce location.
This listing may allow your company to be one of only a few select
Affiliates in your area, or, at your request, you may be the EXCLUSIVE
Affiliate for your market. Contact a LowPriceWireless.com
representative for information and price structures for
"exclusive" listings in areas based on geographical region and/or
product category.
- Official
Affiliate status, which includes the right to use the association
to LowPriceWireless.com� in your own local marketing, on business
cards, and in-store marketing, subject to approval by LPW (approval
will not be unreasonably withheld).
- OFFICIAL LowPriceWireless.com�
AFFILIATE CARD - Laminated
- OFFICIAL LowPriceWireless.com�
AFFILIATE POS style sign(s).
- Participation in all marketing and
advertising, including sweepstakes, by virtue of the marketing of the grand
LowPriceWireless.com� and your link being maintained at the LPW site.
- Your site will benefit from any
and all cross-marketing LPW deems beneficial, again, by virtue of your
continued link from LPW's site to yours.
- Continued receipt of news and
updates to the LowPriceWireless.com� site.
- Qualification for Group Health
Insurance Plan.
- Qualification for group discounts
on legal services.
- Continuous listings of wireless
wholesale product sources for your use.
- Buying pool, through the strength
of unity, Affiliates have the right to represent themselves as Affiliates of
LowPriceWireless.com� to gain discounts and special pricing for product
purchases, participation in specials, and other purchase benefits.
- Online monthly newsletter
providing technology and wireless updates, marketing tips, and more.
- Website design and management
services.
- Invitations to regional events.
LowPriceWireless.com� reserves the
right to add or remove items from the list above, except for the link from LPW
to any current Affiliate.
2.2 Payment
To become an "Authorized"
LowPriceWireless.com� Internet Affiliate, an initial fee must be paid,
and monthly Affiliation dues must be paid to maintain your link and status as an
"Authorized" LowPriceWireless.com� Internet Affiliate.
The initial fee must be paid by credit card, cashier's check or money order, and
monthly payments thereafter must be paid via electronic payment (see
"Official Affiliate Application Form"). Internet Affiliates are
responsible for the activities of their business, including any taxes or credits that we are required by law,
and hereby indemnify LowPriceWireless.com�.
If we determine that a sale by an Internet Affiliate was made fraudulently, or
not within the guidelines of fair business practices as state by the local,
State or Federal governing agencies for that Affiliate, Affiliate status will be
revoked and no refunds will be made. This includes, but is not limited to,
the refusal to honor reasonable returns, untimely shipments and false
advertising and/or claims.
Annual Affiliate Fees
Annual fees (billed monthly)
are based on the approximate annual gross sales of each dealer. If payment
received by September 2000, your monthly fee will be discounted by 20% for your
lifetime affiliation with LowPriceWireless.com� . (see
"Official Affiliate Application Form")
| Up to $250,000 |
$50/mth |
$750,001 to
$1,000,000 |
$80/mth |
| $250,001 to $500,000 |
$65/mth |
Over $1,000,000 |
$100/mth |
| $500,001 to $750,000 |
$70/mth |
2.3 Commissions
There are no commissions
paid to LPW Internet Affiliates. LPW Internet Affiliates pay a fee to
LPW. That fee is based on their sales volume for the privilege and
granting of the right to participate as an Affiliate of LPW. However,
commissions are applicable to approved Agents, via the LowPriceWireless.com�
Independent Agent Program.
For information
concerning commissions, refer to terms and conditions in the LowPriceWireless.com�
Independent Agent Program Agreement.
2.2 Your Listing -
Linking to YOUR BUSINESS
We will provide a link on LowPriceWireless.com� to your site, in the proper
geographical and/or product/service category(s), as applicable.
If you do not currently
have a site, your company name, address, phone/fax and e-mail address will be
listed.
As an Internet Affiliate,
You agree to abide by LPW's guidelines and policies on Authorized Mark and Web
Sites, and to provide at least one link "to" LowPriceWireless.com,
this link will be provided by LPW. We reserve the right to update the Links from time to time. Internet Affiliates will post one or more of the Links only to the domain name or names authorized by us and only as specified by us without any changes in context, appearance, design, format or specification.
The "Link" confirms an Affiliate is authorized and approved via the
strict guidelines of affiliation with LPW. The Internet Affiliate will remove any outdated Link immediately upon our request. We may update these guidelines at any time without prior notice to Internet Affiliate and You will update immediately according to any revisions to our guidelines. To permit accurate tracking,
reporting, and updates, you must ensure that the Link(s) between Your site and our Site are properly formatted.
2.3 Order Processing
You are responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service, for
your services and product orders placed by Internet Affiliate customers who follow the Links from
LowPriceWireless's web site, resulting in sales. Those customers are deemed to be and you agree that they are customers of the Internet Affiliate with respect to the sale of
your wireless and/or telecommunications products and services. The Internet Sales Affiliate has no right to information that we have regarding these
customers, except for the information gathered as a result of the customer
reaching the Internet Affiliate's site. Due to Privacy issues, information
gathered by LPW may or may not be made available to Internet Affiliates, at the
sole discretion of LPW.
Internet Affiliates are
expected to abide by all of our rules, operating procedures and policies regarding customers, including product availability, pricing and problem resolution,
as it applies to any orders received through this Program. We may change those rules, procedures and policies ("Policies") at any time without prior notice to Internet Affiliate. We do not authorize the Internet Affiliate to make and we are not responsible for any representations made by Internet Affiliate that conflict with the Policies. We reserve the right to reject any
Affiliate for any reason.
2.5. Reports of Traffic
On an ongoing basis, we will provide Internet Affiliate reports accessible through a password protected portion of our Site. These reporting statistics are subject to change upon the sole discretion of
LPW, or may not be available at any given time.
We are not responsible for tracking usage or Internet Affiliate customers
resulting from their usage of LowPriceWireless.com�, or inability to track
usage caused by the use of "cookie" technology. Users who disable the use of cookies within their web browsers and are subsequently not accounted for in
any possible Internet Affiliate reports. Some customers may be deemed to be direct customers of
LPW. Such customers will not be included in Internet Affiliate reports.
Customers may click onto links of other Internet Affiliates, and may purchase
products and/or services from your competition. LPW is not responsible for
the choices made by consumers, nor, liable for lost sales. Competition is
good for consumers, Internet Affiliates should keep a close eye on the
competition as it presents itself at LPW, and maintain a competitive pricing
structure.
2.6. Policies and Pricing
Customers who purchase products/services from Internet Affiliate through the Program will be deemed to be
their customers. Accordingly, all Internet Affiliate rules, policies, and operating procedures concerning
Affiliate customer orders, customer service, programs and product sales will apply to those customers.
LowPriceWireless.com� is in no way responsible for customer service or product
sales between customers and Affiliates and will not act as a mediator in any
dispute.
Affiliate holds LPW
harmless and hereby indemnifies LPW in this regard.
We may change our policies and operating procedures at any time.
In addition, products, product prices, and availability may vary from time to time. You agree to direct Customers to
LPW for inquiries relating to products and services not currently sold by you,
the Affiliate.
Continue here...
2.7. Limited License
We grant you a nonexclusive, non-transferable revocable right to use our name, banners, buttons, and/or hypertext links and to access our Site through such Link for which we grant express permission, solely for the purpose of generating product sales. You may not modify these banner ads in any way. We reserve all of our rights in the ads, any other images, our trade names, servicemarks, and trademarks, and all other intellectual property rights. We may revoke Your license at any time. You are permitted to use these images, logos, and Links only to the extent they are presented to you and you are not permitted to use them in any other fashion or any other location or placement without
's prior written approval.
3. Responsibility for Your Site
You will be solely responsible for the development, operation, maintenance and expenses of Your site and for all materials that appear on Your site. This includes the technical operation of Your site and all related equipment. You must ensure 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) and that they are not libelous or otherwise illegal.
We disclaim all liability for these matters. Further, you will indemnify, defend and hold us harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys' fees) relating to the development, operation, maintenance, and contents of Your site, or relating to any representation or breach made by you under this Agreement.
You agree that the: (i) LowPriceWireless.com� logo and (ii)
LowPriceWireless.com� trademark (the "Authorized Marks") are proprietary to
LPW and nothing in this Agreement constitutes the grant of a general license for their use. You acquire no right, title, or interest in the Authorized Marks or the goodwill associated with the Authorized Marks due to its use of the Authorized Marks, other than the right to use the Authorized Marks under this Agreement. You may not alter, modify or change the Authorized Marks in any way and you agree not to use the same in any manner that is disparaging or that otherwise portrays
LPW in a negative light. In accepting this Agreement, you acknowledge LPW's ownership of the Authorized Marks, the goodwill connected therewith and the validity of the Authorized Marks. You agree not to attack the Authorized Marks, nor assist anyone in attacking them. You further agree not to make any application to register the Authorized Marks, nor to use any confusingly similar trademark, service mark, trade name or derivation, including a universal resource locator ("URL"), domain name or email address embodying the term
"LowPriceWireless.com" during and after expiration or termination of this Agreement.
You agree to use the banners provided by us and you also agree to not modify or resize them in any way. You also grant to us a non-exclusive, non transferable right and license to use your name, trademarks and logos to advertise and promote this Program, and you hereby agree to indemnify, defend and hold us harmless against any claims, losses, damages or costs (including reasonable attorneys' fees) which arise out of or are based on any claim that our use of your name, trademark or logos infringe any intellectual property rights or other proprietary right of any third party.
You are not permitted to extend permission to use any of the Links or any of the Authorized Marks to any third party without our prior written approval. You agree not to permit such use without our prior written approval.
Upon termination of this Agreement all of your rights to use the Marks, banners supplied by us and Links will automatically expire and you must immediately discontinue the use of the Marks, banners supplied by Us or otherwise created for use related to this Agreement.
4. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your application. This Agreement will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause. You are only eligible to
use the name LowPriceWireless.com, or your Affiliation to us, during the term of this Agreement.
5. 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, but are not restricted to, changes in the
Affiliate fees, payment procedures, and Program rules.
IF ANY MODIFICATION OF THIS AGREEMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF AN ADDITION(S) OR AMENDMENT(S) IN THIS AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE ADDITION(S) AND/OR AMENDMENT(S).
6. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any 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.
7. 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 paid or payable to You
(depending upon special circumstances) under this Agreement. This section survives termination of this Agreement.
8. Disclaimers
We make no warranties or representations, whether express or implied, with respect to the Internet
Affiliate Program, any LPW Site or its content, any product or items sold through any
LPW Site or Site Affiliate, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose or non-infringement, or any implied warranties arising out of a course of performance, course of dealing, or trade usage. In addition, we make no representations or warranties that the operation of
any LPW Site will be uninterrupted or error-free, or that any Site or server that makes it available are free from viruses or other harmful components, and you agree that we will not be liable for the consequences of any interruptions or errors.
9. Indemnification
You agree to indemnify, defend and hold harmless LPW, its shareholders, officers, directors, employees, agents, corporate affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses including reasonable attorneys' fees and costs, of any nature whatsoever incurred or suffered by
LPW (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of your name, titles, logos or trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to the development, operation, maintenance or content of Your site. This section survives termination of this Agreement.
10. Acknowledgment
You acknowledge that you have read and understand 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 web sites that are similar to or compete with Your web site. 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.
11. Confidentiality
Each party will treat as confidential and not disclose to any third party and will not use for any purpose other than to carry out the purposes of this Agreement all information relating or concerning the other party, or any of our other
Internet Affiliates except to the extent that such information is generally known to the public through no fault of the disclosing party, or is obtained from a third party who is not under similar obligations of confidentiality, or which is required to be disclosed pursuant to court order or other legal process. This section survives termination of this Agreement.
12. Miscellaneous
This Agreement will be governed by and construed in accordance the substantive laws of the United States and the State of
Nevada, without reference to rules governing choice of laws. The parties submit to the personal jurisdiction of the courts of the State of
Nevada. 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.
Each party will perform its obligations under this Agreement in a diligent, legal, ethical, and professional manner. All advertising and promotion by you and us must be completely factual. You and we will not use any business or advertising practice that may be injurious to the business of the other party. You and
LPW mutually, expressly, irrevocably, and unconditionally waive trial by jury for nay proceedings arising out of, under, or in connection with this Agreement. This section survives termination of this Agreement.
This Agreement is the entire agreement between you and us as to the subject matter covered in this Agreement and supersedes any prior oral or written agreements, understandings or discussions as to the subject matter covered in this Agreement.
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Copyright � THE LAKE SHORE GROUP, INC. 2000. All rights reserved.
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