ORDASOFT AFFILIATE PROGRAM AGREEMENT

February 27, 2012


NOTE: To be an authorized affiliate of OrdaSoft, you agree to abide by the terms and conditions contained in this agreement.

Please read this agreement carefully before registering and using the OrdaSoft service as an affiliate. By signing up for the OrdaSoft Affiliate program, you indicate your acceptance of this agreement and its terms and conditions.

This Agreement contains the complete terms and conditions that apply to your participation as a member of the OrdaSoft Affiliate program.


1. BACKGROUND

ordasoft.com has established an affiliate program, under which approved affiliates are entitled to promote ordasoft.com and its products subject to the terms and conditions set out in these General Terms and Conditions (the "ordasoft.com Affiliate Program").

2. DEFINITIONS

2.1 The following capitalized terms will have the meanings ascribed to them below, unless the context would obviously require otherwise.

"Affiliate" means an affiliate whose Affiliate Application has been accepted by ordasoft.com by e-mail or otherwise in writing and who accepts these General Terms and Conditions.

"Affiliate Application" means the application form that must be submitted to ordasoft.com in connection with the application to become a ordasoft.com Affiliate.

"Affiliate Revenue Share" shall mean the revenue share that the Affiliate is entitled to, if any, in relation to sales of ordasoft.com products that are tracked by the ordasoft.com Tracking Functionality as sales that results from the Affiliate Promotional Activities performed hereunder.

"Affiliate Mailers" means newsletters and other mailers that the Affiliate issues from time to time to customers and other individuals who have accepted to receive such mailers from the Affiliate.

"Affiliate Promotional Activities" shall mean the promotional activities that the Affiliate performs hereunder in order to promote ordasoft.com and the ordasoft.com products as further specified in Section 3.1 hereto.

"Affiliate Resource Page" means the resource page that the Affiliate is granted access to when it has been approved as an Affiliate by ordasoft.com, which specifies the ordasoft.com Materials that the Affiliate is entitled to use whilst performing the Affiliate Promotional Activities hereunder.

"Affiliate Sites" means websites that are owned and controlled by the Affiliate.

"Affiliate User Account" means the Affiliate's user account for the ordasoft.com Affiliate Program that: (i) specifies the contact details for the Affiliate; (ii) enables the Affiliate to use ordasoft.com Tracking Functionality so that sales that directly relate to the Affiliate Promotional Activities can be properly tracked; (iii) specifies the Affiliate Revenue Share, if any.

"Effective Date" means the date when the Affiliate commences with any of the Affiliate Promotional Activities.

"ordasoft.com Guidelines and Policies" means all other guidelines and policies of ordasoft.com, its licensors and cooperation partners, including any updates of any of the foregoing, which ordasoft.com makes available to the Affiliate on the ordasoft.com website or otherwise in writing hereunder (including e-mails).

"ordasoft.com Marks" means the name, trademarks, service marks, trade names, logos and/or other designations of origin of ordasoft.com as specified on the ordasoft.com website.

"ordasoft.com Materials" means documents, texts, banners, graphics, logotypes, photos, screenshots, box shots and any and all other materials provided to the Affiliate on the Affiliate Resource Page or by any other means.

"ordasoft.com Site" means http://ordasoft.com/ including the shopping carts linked thereto.

"ordasoft.com Products" shall mean all products that are subject to commerce on ordasoft.com Site and feature ordasoft.com Tracking Functionality.

"ordasoft.com Tracking Functionality" means ordasoft.com tracking functionality which tracks whether a sale of a ordasoft.com product relates to the Affiliate Promotional Activities performed hereunder.

3. LICENSE RIGHTS AND RESTRICTIONS

3.1 Subject to the Affiliate's compliance with these General Terms and Conditions (including but not limited to the requirements set out in Section 4.1 below), ordasoft.com grants the Affiliate, during the term hereof, a non-exclusive, non-transferable, non-sublicensable and limited license, to:

  1. use the ordasoft.com Marks and the ordasoft.com Materials on the Affiliate Site(s) to provide links from the Affiliate Sites to the ordasoft.com Site;
  2. use the ordasoft.com Marks and the ordasoft.com Materials in Affiliate Mailers to provide links to the ordasoft.com Site;
  3. subject to ordasoft.com's prior written approval, use the ordasoft.com Marks, the ordasoft.com Materials and the ordasoft.com Products for any other promotional activities.

3.2 The Affiliate may not assign, delegate, sublicense, pledge or otherwise transfer the rights or licenses set out herein, or any of its obligations hereunder to any third party other than as expressly granted under these General Terms and Conditions.

3.3 The Affiliate may not alter, change, modify or adapt the ordasoft.com Marks or the ordasoft.com Materials, unless otherwise approved by ordasoft.com in writing (in each specific case).

3.4 The ordasoft.com Marks, the ordasoft.com Materials and the ordasoft.com Products and any and all patents, copyrights, trademarks, design rights and any and all other intellectual property rights associated therewith, are the exclusive property of ordasoft.com and its licensors. All rights in and to the ordasoft.com Marks, the ordasoft.com Materials and the ordasoft.com Products are reserved by ordasoft.com and its licensors and the Affiliate obtains no other rights than the limited license rights explicitly granted under Section 3.1 above.

4. THE AFFILIATE'S OBLIGATIONS

4.1 The Affiliate undertakes to:

  1. place links on the Affiliate Sites to the ordasoft.com Site through use of the ordasoft.com Marks and the ordasoft.com Materials;
  2. ensure that the Affiliate Sites do not contain any content that is illegal or which can be considered as defamatory, racist, abusive or fraudulent;
  3. ensure that the Affiliate Mailers that include ordasoft.com Marks, ordasoft.com Materials or links to ordasoft.com Products cannot be considered as spam or unsolicited e-mails;
  4. ensure that all use of the ordasoft.com Marks or the ordasoft.com Materials is made in compliance with the ordasoft.com Guidelines and Policies and ordasoft.com's instructions from time to time;
  5. upon ordasoft.com's request, promptly remove from any Affiliate Sites or any Affiliate Mailer any ordasoft.com Marks, ordasoft.com Materials or any text relating to ordasoft.com or the ordasoft.com products;
  6. ensure that the use of the ordasoft.com Marks, the ordasoft.com Materials and the ordasoft.com Products are made in compliance with any and all applicable laws and regulations, including but not limited to export control laws, privacy laws, marketing laws and consumer protection laws;
  7. ensure that the contact information in the Affiliate User Account is complete, correct and at all times accurate; and
  8. ensure that no third party is given access to the password of the Affiliate User Account and immediately inform ordasoft.com of any suspected misuse of the afore-mentioned password.
  9. ensure that coupons (placed on coupon websites) are valid and there are no expired coupons. So only valid coupons (within the discount dates) have to be on an affiliate site, otherwise the affiliate commission will be canceled.

4.2 The Affiliate shall, during the term hereof and thereafter, indemnify ordasoft.com against any and all liabilities, damages, losses, costs and expenses (including reasonable legal fees and expenses) suffered or incurred by ordasoft.com due to: (i) the Affiliate's breach of these General Terms and Conditions; or (ii) otherwise due to the Affiliate's use of the ordasoft.com Marks or the ordasoft.com Materials.

5. COMMISSIONS

The Commission Rate is subject to change. Current Rates:

 - 25% per sale

6. COMMISSION PAYMENT

Commission Payment. Commissions due and owing to you under the Program may be paid to you directly by OrdaSoft one time per month, upon request by Affiliate. Affiliate should manually request a payout by contacting OrdaSoft via email at support@ordasoft.com with subject line: Affiliate Commission Payout Request.

The minimum withdrawal limit is $100. Payments standardly will be in the form of PayPal.
Payment takes place for the past month

Payouts are made to the registered email address in our system ONLY...please configure your account with us or Paypal™ accordingly. 


7. RESPONSIBILITY FOR 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. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. In addition to the foregoing, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following:

8 TERM OF THE AGREEMENTS

The term of this Agreement will begin upon our acceptance of your affiliate program signup 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 notice of termination. Notice by e-mail, from your e-mail address on our records, resulting in the creation of support ticket with an associated ticket ID #, is considered sufficient notice to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

9. MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. 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.

10 RELATIONSHIP OF PARTIES

You and OrdaSoft 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. You are not an agent of the OrdaSoft and OrdaSoft expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.

11. 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 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.

12. DISCLAIMERS

We make no express or implied warranties or representations with respect to the Affiliate Program or any COMPANY services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, 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 error-free, and we will not be liable for the consequences of any interruptions or errors.

13. REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to us that this Agreement has been duly and 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 by you 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 (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide Hostgator with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.


14. CONFIDENTIALITY

We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to OrdaSoft, customer and vendor lists relating to OrdaSoft and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.

15.  INDEMNIFICATION

You hereby agree to indemnify, defend and hold harmless OrdaSoft, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (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 the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.


Participants caught violating or attempting to circumvent these rules will have all affiliate credit voided and will not receive payouts. They will also be banned from any further participation in this program and may have any other OrdaSoft related services suspended.