Projjex™ Affiliate Program Terms and Conditions

PROJJEX.COM AFFILIATE PROGRAM TERMS AND CONDITIONS IMPORTANT: PLEASE READ THE FOLLOWING CAREFULLY BEFORE AGREEING TO PARTICIPATE IN THE PROJJEX.COM AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM"). YOUR PARTICIPATION IS CONDITIONED UPON YOUR ACCEPTANCE OF ALL TERMS AND CONDITIONS IN THIS AGREEMENT ("AGREEMENT"). BY SELECTING THE "SUBMIT" BUTTON AT THE BOTTOM OF THE AFFILIATE PROGRAM ONLINE APPLICATION, YOU ARE ENTERING INTO A LEGAL AGREEMENT WITH PROJJEX.COM ("PROJJEX.COM"), FORMALLY INDICATING YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY SUCH TERMS AND CONDITIONS. Defined Terms In this Agreement: (a) "you" or "your" means you, the applicant applying to participate in the Affiliate Program, (b) "we" or "us" or "our" means Projjex.com, (c) "our Web site" shall mean the Projjex.com Web site currently located at www.Projjex.com., (d) "your Web site" means the World Wide Web site from which you will link to our Web site, (e) "Affiliate" means a party accepted as a member of the Affiliate Program, (f) "User" means a customer who links from your Web site to our Web site, (g) "Affiliate Site" means a Web site that has been accepted as an Affiliate of PROJJEX.COM, (h) "Link" or "Links" means banner advertisements, buttons, graphic links or text links that link to the Projjex.com Web site or to the PROJJEX.COM home page, or other pages of our Web site. (i) A “Click” means the activation of a Projjex.com Link on your Web site to the Projjex.com Web site through a “mouse” click by a User. (j) “Mouse” is a computer tool used to navigate content on a Web site.\ Program Enrollment To begin Affiliate Program enrollment process, you must complete the PROJJEX.COM Online Application and accept the terms and conditions of this Agreement. Once you have accepted this Agreement by clicking the "Submit" button at the bottom of the Online Application, we will review your completed Online Application in good faith and inform you of whether or not you have been accepted as an Affiliate. We reserve the right to accept or reject Affiliates in our sole discretion. We may reject your application if we determine, in our sole discretion, that your Web site is inappropriate or objectionable. Objectionable or inappropriate Web sites include those that: • Promote violence • Are libelous disparaging or defamatory • Promote illegal activities • Promote discrimination based on age, disability, nationality, race, religion, sex or sexual orientation • Contain little or no original content • Contain images that are sexually explicit, obscene, harmful, or harassing • Contain otherwise objectionable material Incorporate materials that infringe upon copyright, trademark or other intellectual property rights If we reject your application, you may reapply in six months. We reserve the right in our sole discretion to reject an Affiliate application even after we have communicated acceptance to the Affiliate and to remove an Affiliate from the Affiliate Program at any time for any reason. Linking Requirements If you become an Affiliate, we will provide you with Links that allow Users to be transported from your Web site to our Web site. All Links are subject to our approval and we will provide you with the information necessary to establish the Links. You agree to cooperate fully with PROJJEX.COM to maintain such Link or Links and you further agree that (a) no Link or Links shall be modified, expanded or reduced in any way without our consent,(b) no Link or Links on your Web site shall in any way modify the look, feel and/or functionality of our Web site and (c) you shall in no way copy any content from our sites without our express permission, which shall not be unreasonably withheld. We reserve the right to monitor your Web site at any and all times to ensure your compliance. Only links placed on your own sites or sites contracted to you are allowed. Compensation The Projjex.com Affiliate Program pays Affiliates a bounty on each qualifying valid, unique, customer acquisition referred through a valid affiliate link. Reporting Your statistics will be reported in real time though our affiliate tracking interface hosted by OfferForge. You will be given a password and have the ability to enter a password-protected site to obtain certain information concerning your participation in the Affiliate Program, including the Impressions, Clicks and user registrations or which you have earned a fee. Fraudulent Activity Any affiliate account that in Projjex.com’s sole discretion is deemed to be fraudulent will be suspended and/or terminated and the fraudulent affiliate will forfeit any commissions earned to date. Fraudulent activity includes but is not limited to; falsifying sales, misrepresenting our product or falsifying affiliate information. Projjex will further report fraudulent activity to the network which may result in the termination of your account on the network. Non-Exclusive, Limited License to PROJJEX.COM Logo and Trademarks You agree to display the PROJJEX.COM logo (the "Logo") or other provided materials on your homepage or other promotional location of your Web site. We hereby grant to you a non-exclusive, non-transferable, revocable, limited license to use our Logo, name, url and trademarks in such a manner and to otherwise display our Logo, name, url and trademarks (collectively, the "Licensed Trademarks") on your Web site. You acknowledge and agree that such license is limited, that all right, title, ownership and interest in the Licensed Trademarks shall remain with us at all times, and that all goodwill that attaches to the Licensed Trademarks in connection with their display on your Web site will inure to our exclusive benefit. You shall use the Licensed Trademarks in exactly the form provided to you. You shall not take any action inconsistent with our ownership of or goodwill associated with the Licensed Trademarks, including, without limitation, applying for registration of any of our trademarks (or any mark similar thereto) anywhere in the world. We reserve all of our rights in the Licensed Trademarks and all other intellectual property rights. You shall obtain no rights in or to the Licensed Trademarks in the event of the termination of this Agreement. You shall not create, publish, distribute or permit any written materials that make reference to us, without first submitting such material to us and receiving our written consent. We may revoke your license at any time. This license shall terminate upon the effective date of the expiration or termination of this Agreement. Non-Exclusive Limited License and Use of Affiliate Logos and Trademarks You grant us a non-exclusive license to utilize your names, titles, logos, trademarks and urls (collectively, the "Affiliate Trademarks") to advertise, market and promote our rights hereunder; provided, however, we shall not be required to advertise, market, promote or publicize your Web site. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant us the license to use them as contemplated in this Agreement and that such grant does not and will not (a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you or (b) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement. Marketing Projjex.com will provide creative marketing material, including banner ads and copy for text promotions. Any marketing materials developed by you must be approved by Projjex.com prior to use. In addition, any modifications to any marketing materials provided by Projjex.com must be approved by Projjex.com before use. Unsolicited Commercial e-mail ("spam") Projjex.com adheres to a strict "NO SPAM" policy with respect to the delivery of electronic mail (email). As a Projjex.com Affiliate, you agree to adhere to all relevant local, state and national laws regarding the delivery of promotional electronic mail. Among other things, these laws forbid misleading subject lines and the transmission of emails to persons who have not affirmatively agreed to receive them and require prompt removal from any email list of any person so-requesting. The use of unsolicited commercial e-mail ("spam") by Affiliates is absolutely prohibited. Your participation in the Projjex.com Affiliate program constitutes your specific and unconditional agreement to abide by this anti-spam policy. Proper e-mail solicitation, however, can be an important means of advertising your site and your relationship with PROJJEX.COM. The following rules represent best practices, which are permitted under this agreement: • If an "opt-In" system exists for your line of business and target market, you may use it. (Opt-In systems are those where the user specifically requests to be placed on a mailing list.) • You may generate your own opt-In list through forms on your web site, as long as you disclose that users will receive emailings from you. • Use of "opt-out" systems are strictly prohibited • Use of any lists, whether purchased or created, compiled by means of automated tools are not permitted. This includes, for example, lists developed by scanning UseNet, e-mail archives, or Web pages for e-mail addresses, regardless of whether the scan was "targeted." • You must use valid e-mail headers at all times. • You must include your company name and physical address on all email sent by your company. • Every email you send must include instructions for opting out of future emails. • You must promptly remove from any and all of your email lists the name and email address of any person so-requesting. • If anyone contacts you and asks to be removed from your list you will do so within 72 hours and send an e-mail acknowledging the removal. - Prior to each emailing you must make use of Projjex.com’s provided opt-out list to filter your email addresses and ensure that you do not contact any person who may have opted out of communication from Projjex.com through a different source. Violation of these rules will result in the termination of your affiliate relationship with PROJJEX.COM, including the forfeiture of any Fees generated from the date of the violation or offending e-mailing. Search Engine Marketing Separate to this agreement Projjex.com has a paid search engine placement policy that forms part of this affiliate agreement. By agreeing to this affiliate agreement you also consent to abide by the search engine marketing policy. User Data Ownership The User data collected by us pursuant to this Agreement is, as between us and you, our property and we own all right, title and interest in such User data. Customer Accounts PROJJEX.COM will open accounts for persons who choose to open Accounts as a result of the Affiliate Program. Such persons will become customers of PROJJEX.COM. You will not be a party to the agreements between PROJJEX.COM and such customers and will have no responsibilities in connection therewith. PROJJEX.COM may in its discretion decline to open an account for or provide service to any person. Affiliate Responsibilities You will be solely responsible for the development, technical operation and maintenance of your Web site and for all materials that appear on your Web site and for ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights, and ensuring that materials posted on your Web site are not libelous or otherwise illegal. We disclaim all responsibility as to your Web site. Affiliate Representations and Warranties You hereby represent and warrant to us that this Agreement has been duly executed and validly approved by your authorized agent and that such Agreement has been validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, and that the execution, delivery and performance of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you. Agreement Term The term of this Agreement shall begin upon our acceptance of your Affiliate Application and will end when terminated by either party. Either you or we may terminate this Agreement and your participation in the Affiliate Program at any time, with or without cause, by giving the other party written notice of termination. Notice by e-mail to us at affiliates@Projjex.com and to you at your email address in our records is considered sufficient notice for termination of this Agreement. If this Agreement is terminated because (a) you violated the terms of this Agreement or (b) because your Web site is deemed by us to be objectionable (as described above), you will not be eligible to receive any Compensation earned prior to the date of your termination. If this Agreement is terminated for any other reason, then you shall be eligible to receive only those Referral Fees earned prior to such termination. Agreement 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 new agreement on our site. Notice of any change to this Agreement delivered by e-mail to your address on our records or by the posting of a new agreement on our Web site shall constitute sufficient notice to you of such change. Modifications may include, but are not limited to, changes in the terms and amounts of Referral Fees, payment procedures and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice, unless we indicate otherwise. If a modification is unacceptable to you, your sole recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following our posting of a change will constitute binding acceptance by you of such change. Relationship of the Parties Nothing set forth 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. Limitations on Liability Neither PROJJEX.COM nor any of its officers, employees, or agents will have any liability of any sort arising from any Web site interruptions, nor for any indirect, incidental, special or consequential damages or any lost revenues, data or profits arising under or with respect to this Agreement or the Affiliate Program, even if we were advised or should have known of the possibility of such damages and notwithstanding the failure of the essential purpose of any remedy. Warranty Disclaimers We hereby disclaim, and you hereby release us from, any and all liability for downtime or other interruptions in service regarding the links and/or our Web site. Without limiting the foregoing, the links, the licensed trademarks are provided to you "as is," without any warranty or any kind. We make no warranties or representations of any kind with regard to the Affiliate Program or any products or services, express or implied, statutory, arising by law or otherwise, including, without limitation, any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, or arising out of course of performance, course of dealing or usage of trade. We do not warrant that our Web site will be error free or that it will function without interruption. If as a matter of law we may not disclaim any warranty, the scope and duration of such warranty shall be the minimum permissible under applicable law. Force Majeure Any delay in or failure of performance by either party under this Agreement will be excused to the extent caused by any cause beyond the reasonable control of such party, including without limitation power outages, computer or data processing failures, failures of third party vendors, failures of communications systems, fires, earthquakes, storms, public emergency, Acts of God, and governmental restrictions. Indemnification by You You hereby agree to indemnify, defend and hold harmless us and our stockholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees) of any nature whatsoever incurred or suffered by us (the "Damages") insofar as such Damages (or actions in respect thereof) arise out of or are based upon (a) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party, (b) the breach of any representation or warranty or covenant made by you in this Agreement or (c) or any claim related to your Web site. Miscellaneous This Agreement shall be governed by the laws of the United States and of the State of New York, as applied to agreements made, entered into and performed entirely within the State of New York, notwithstanding your actual state of residence or principal business location. Any action relating to this Agreement must be brought in federal or state courts located in the State of New York, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation or law or otherwise, without our prior written consent, and any such purported assignment shall be null and void. Subject to such restriction, this Agreement will be binding upon, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. 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. This Agreement constitutes the entire agreement between the parties regarding its subject matter, supersedes any other agreements or understandings between them, and may only be amended by us as described above, or, as to any amendment initiated by you, in a writing signed by us. PAID SEARCH AND PAID INCLUSION POLICIES Projjex.com may never be bid on as keywords in any Paid Search Network by an affiliate, including but not limited to Google Adwords, Overture.com, MSN.com, Findwhat.com, etc. This includes all derivatives, misspellings and/or phrases. This prohibition also extends to Paid Inclusion into Search engines as well. All violators' accounts will be terminated immediately and you will have your commission assets surrendered to the company. Affiliates may petition Affiliate Management to a limited usage agreement based on marketing plans approved by Company Management. You may use the following trademarked name(s) in the text but NOT the headline of advertisements that are bought/bid on at pay-per-click search engines. For instance: Project Management Projjex Online Project Management Open a Free Account. You may use trademarked terms in the Display URL of Paid Search Engines ONLY if they are displayed after the "slash" following a URL that you are the owner of. (See below examples). At no time will direct linking to our home page be allowed, you MUST have a non-redirected page destination for Pay Per Click traffic to land on. Projjex.com will be happy to supply content and product listings for this and all landing pages on your site(s). At no time can 'projjex.com' appear in the Display URL, even if it is after the slash. Display URL Examples: http://www.yourdomain.com/projjex You may not bid on keywords, terms or phrases that violate or infringe on a copyrighted or trademarked property. Many merchants are restricting the use of their copyrighted/trademarked properties in Paid Search Networks and Paid Inclusion Search Engines, thus we must respect their rights and ask that you refrain from using any and all trademarked terms where the merchant has specifically forbid the use of their copyrighted/trademarked properties names and phrases in the ads' text and keyword/phrase bidding. You may not make any inflammatory or untrue statements in your campaigns. To avoid conflicts and to protect the integrity of the Projjex.com brand, Company reserves the right to suspend any affiliates activities and thus their commissions for phrases that Company determines make untrue or inflammatory claims of our products, services or websites. To avoid such measures, you may want to forward any ad text and proposed keywords/phrases you wish to bid on to the Affiliate Manager for approval or editing, PRIOR to your submitting it to Paid Search Network providers or Paid Inclusion Search Engines. You may link only to approved pages on our site, only after the user has visited a page on your own domain. You may create gateway pages and sales pages, but the content must be approved in advance by the Affiliate Manager. Failure to provide us with the URL of all sites/pages that are being used to promote Projjex.com, prior to their being made public through the Internet, will be grounds for suspension from the program and possibly forfeiture of all commissions. Where the Paid Search Network or Paid Inclusion Search Engine provide a field for you to identify your link as a sponsored listing (i.e. Google Adwords), you must complete that field and identify yourself as a reseller/affiliate. You then do not have to add the text listed above in the text of your advertisement’s body text or headline. Failure to follow this guideline will be grounds for suspension from the program and possibly forfeiture of all commissions. Protected Keywords: Projjex.com Recommended Keywords: Project management, online collaboration, online project management, time tracking, task tracking, task management tool, web productivity software

 
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USA:	1-800-841-1369	South Africa:	086 10 FORGE / 36743
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UK:	0808-234-7039	Email:	projjex@forgebusiness.com