World Trader Association Network Partner Service Agreement

Introduction

This Partner Service Agreement ("Agreement") is made by and agreed to between The World Trader Association, a division of CC Group Marketing,Inc, located at 6300 Sagewood Dr, Suite 340, Park City,UT ("WTA") and affiliate ("affiliate"). As a service provider and online network, WTA  facilitates "Affiliate or Partner Marketing Programs" via their technology and Network on the Internet. An "Affiliate or Affiliate Marketing Program" ("Program") is where a affiliate, person, entity, affiliate or its agent operating one or more "Web site(s)" (domain or portion of a domain within the Internet) and/or subscription e-mail list(s) ("affiliate") may earn financial compensation ("Commissions") for "Transactions" ("Sale(s)" and/or "Leads") made from such Affiliate's Web site, e-mails or other form through a click made by a "Customer" (generally any person or entity that is not the Affiliate's agent) on an online connection ("Link") to a Web site or Web site content operated by another person or entity ("Merchant"). The Merchant compensates the Affiliate, in accordance with this Agreement and the Program specifications.

1. Participation in Programs.

  1. Accessing Merchant Programs. Affiliate may apply to Merchant Programs for the opportunity to earn Commissions by promoting Merchants in accordance with the Merchant's Program terms and complying with this Agreement. Once approved by the Merchant for acceptance into its Affiliate Program, Affiliate may utilize links to Merchant's Web site or offers in accordance with the Merchant's Program terms and this Agreement.
  2. Program Terms. The details of a Merchant's Program shall be available through The WTA  Network. Transactions qualifying for a Commission are defined by the Merchant, the Agreement and The WTA  Network.

2. Affiliate Requirements with WTA .

  1. Valid Information. Affiliate agrees to provide WTA and Merchant with valid information about Affiliate and Affiliate's promotional methods, and to maintain up-to-date "Account" information (such as contact information, Web sites used, ownership, etc.).
  2. Link Standards. Affiliate represents and warrants that all promotional means utilized by Affiliate will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that Affiliate will not mislead others. The WTA  Transparency Department reviews affiliate information, conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by Affiliate through Affiliate's promotional methods. Any validated breach of these link standards is grounds for immediate termination of this Agreement or deactivation of Affiliate's Account.
  3. Promotional Method Restrictions. Affiliate agrees that they will not engage in spamming, unlawful mass emailing or any unapproved emailing or in any way fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any additional legislation), and/or any other rules, laws or regulations that govern email marketing and advertising Affiliate agrees that their promotional activities will not infringe on the Merchant's protected business rights, including but not limited to copyright and trademark rights. These restricted promotional methods include the agreement by Affiliate to refrain from trademark bidding and direct linking on search engines including but not limited to Google, Yahoo, MSN, when the Merchant program prohibits such activity. By "direct linking" this agreement refers to sending traffic directly from the search engine to the Merchant website without use of an intermediary landing page. This section is in no way exhaustive of restricted Affiliate promotional activities. WTA Network reserves the right at any time to further restrict what activities are considered valid and commissionable under this agreement.
  4. Personally Identifiable Information of Visitors. Affiliate represents and warrants that Affiliate will not enable the Tracking Code to collect personally identifiable information of visitors that would allow WTA to personally identify visitors.
  5. Privacy Policies. Affiliate must post a privacy policy on Affiliate's site and otherwise make it available to any and all users.

3. WTA 's Services.

  1. Tracking Commissions. WTA shall recognize actual Commissions that should be credited to Affiliate's Account. WTA may, at times, apply an estimated amount of Commissions, if there is a verified error in Merchant's tracking code.
  2. Reversals and Chargebacks. A Merchant may at times remove, or WTA  may at times remove, commissions that were credited to a Affiliate's Account in an amount equal to a Commission previously credited to Affiliate's Account when returns, reversals, chargebacks, verified fraud or other such event occurs.
  3. Access to Tracking and Reporting Tools. WTA shall provide Affiliate with access to tracking and reporting tools, and to other various support services that will be updated from time to time on the network website.
  4. Support. Support for Affiliate's program is available at all times by contacting The WTA Network and reaching the appropriate parties or support services.
  5. Payment of Commissions. Subject to other provisions in this Agreement, WTA shall credit Affiliate's Account with a Commission for each qualifying Transaction in accordance with the Merchant's Payout rate and Program terms for the relevant Transaction. On or around the 10th day of each calendar month, WTA will issue to Affiliate any positive balance in Affiliate's Account for Transactions reported for the previous relevant period. WTA shall have no obligation to make payment of any Commissions for which WTA has not received payment from the relevant Merchant of all monies due to WTA  (including for all Commissions owed by such Merchant to all of such Merchant's Affiliates) until such payment has been received.

4. Proprietary Rights.

  1. Linking to Merchants. For each Merchant's Program that Affiliate has applied to and been accepted to, the Merchant is granting to Affiliate the right to Link to the Merchant's Web site or Web Offers in accordance with the Merchant's Program terms and the terms of this WTA Network Agreement.
  2. WTA 's Use of Affiliate's Information. Affiliate authorizes WTA to utilize Affiliate's otherwise protected information subject to the provisions of Section 5 below related to confidentiality and ownership of Affiliate identification and marketing data.

5. Confidentiality and Ownership of Affiliate Data

WTA agrees that through the Network, it collects sensitive data related to the identification and marketing practices of its Affiliates.

  1. WTA agrees to protect, to the full extent possible, all information related to the taxable identity of the Affiliate (i.e. social security number, EIN etc..).
  2. WTA recognizes and acknowledges that Affiliate possesses and utilizes sensitive, confidential marketing information that constitutes a valuable, special, and unique asset to their business. As used herein, the term "confidential marketing information" includes all information surrounding keywords, referring URL’s and any and all specific marketing data that is not openly available to the public domain. WTA agrees to protect all of Affiliate’s confidential information with the utmost respect to its sensitivity and importance to the Affiliate. Under this agreement, WTA will take all possible and available steps to protect the defined confidential marketing information with regard to, but not limited to, WTA Network advertisers, other Affiliates, and WTA employees. WTA recognizes that any breach of this duty to protect and preserve the Affiliate information may result in a legal liability against WTA by Affiliate.

6. Notices. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement in writing via overnight mail or fax: (a) to WTA  at The WTA  Network Attn: WTA –Affil Management, 6300 N. Sagewood Ave/Suite 340 Park City, UT 84098 and/or via facsimile to (651) 305.7871

7. Term. This Agreement shall commence upon the date of Affiliate's acceptance, and shall be in effect through twelve (12) months following the date (known as the "Affiliate Acceptance Date"). Unless this Agreement is dissolved in writing by the Parties at least ten (10) days prior to its completion, this Agreement shall continue for successive twelve (12) month periods.

8. Termination. Either party may terminate this agreement at any time for any reason whatsoever. If Affiliate terminates the agreement they will be compensated for any and all outstanding commissions due at the time of agreement termination.

9. Limitation of Liabilities. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY DAMAGE, LOSS, OR EXPENSE THAT DIRECTLY OR INDIRECTLY ARISES FROM OR IN CONNECTION WITH THE INABILITY OF THE PARTIES' PRODUCTS TO WORK WITH EACH OTHER. IN NO EVENT WILL EITHER PARTY'S AGGREGATE OR CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER EXCEED ALL FEES PAID AND PAYABLE BY WTA  TO AFFILIATE, AND INTEREST PAID AND PAYABLE BY AFFILIATE TO WTA , FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND IN THE OTHER PROVISIONS OF THIS AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

10. Indemnification. Affiliate shall indemnify and hold WTA harmless against all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") attributable to or related to Merchant's breach of this Agreement and for claims of product liability ("Claims"). Should any Claim give rise to Affiliate's duty of indemnification under the provisions of this Agreement, then WTA  shall promptly notify Affiliate, and Affiliate may participate in (at Affiliate's own expense), but not control, the defense of such Claim. Participation in the defense shall not waive or reduce Affiliate's obligations to indemnify or hold WTA harmless.

11. Severability/Waiver. If any provision of this Agreement is held to be illegal, invalid, or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.

12. Entire Agreement, Assignment and Amendment. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage, or custom will be deemed to amend or modify this Agreement. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.



Contact Information:
The World Traders Association Network
6300 N. Sagewood Dr Suite 340
Park City,UT 4xaffil@worldtraderassociation.com
f (651) 305.7871