InternetSupervision.com Affiliate Agreement

Last Updated 10/12/2005

By joining the InternetSupervision Affiliate Program you are agreeing to the following terms and conditions and are becoming a “party” to this Agreement with Emergency Twenty Four, Inc. (EM24).

  1. EM24 owns and operates website monitoring services known as InternetSupervision (IS). Visit http://internetsupervision.com for a full description of the individual services and current pricing. EM24 wants you to offer and or promote one or more of its InternetSupervision services to your members, subscribers, constituents and/or the public at large.  In exchange of your promotion of IS, EM24 will share 30% of all the subscriber fees for as long as the generated subscriber continues to pay for the services from the initial time of sign-up and continuing into the future.
  1. Method of Referral: A link to the IS website will be provided to you to place in your website.  You can then direct your members, subscribers, constituents or the public at large to use the IS services.  When they press on the link, the prospect will transition to the IS web pages via that link in order to enroll in one or more of the services.  EM24 will attempt to place a “cookie” onto the computer of the visitor. That cookie will identify that computer’s user as being referred to EM24 by your website. If the person immediately enrolls, that person will forever be linked to you. If the person does not immediately enroll in a service, the cookie will identify your website as the referrer for a period of 90 days.  If the person returns directly to the IS web pages at any time during the 90-day period to enroll in the service(s), he/she will be automatically identified and assigned to your website as the referrer. The cookie will only work if that computer has its cookies enabled and if the cookie is not erased at some later date.
  1. Requirements of the Transition: The following describe the requirements of all visitor transitions emanating from your website.
    1. ANY type general advertising campaign, brochures, email campaign, and use of a “pop-up”, “pop-under”, or “banner” window or display that promotes InternetSupervision Services must be approved by EM24 prior to implementation. 
    1. The transfer from your website to the InternetSupervision website(s) should be at the sole discretion and control of the visitor.
  1. Payment:  EM24 will pay you 30% of all InternetSupervion service fees paid to EM24 by the subscriber your website referred in accordance with Paragraphs 2 and 3 above and in accordance with Paragraphs 5 and 10 below.
  1. Payment terms:  Payments are issued by check in U.S. dollars monthly within 5 days of the end of a calendar month to all EM24 affiliates if the accumulated amount due is greater than $25.  If the amount due does not meet or exceed $25 the balance due is rolled over to the following period until the minimum payment amount is reached. 
  1. Taxes. The parties are independent of each other.  As such, each one is responsible for its own obligations pertaining to municipal, county, state, country, income, withholding, sales, or any other tax levied against the revenue share for moneys paid for service fees.
  1. Term: One year from date of execution unless terminated in accordance with paragraph 8 below.  This agreement will automatically renew in one year increments unless terminated by either party. 
  1. Termination: Either party may terminate this agreement at any time. If EM24 terminates this Agreement, payment for any monies accrued and for future accruals will be made in accordance with Paragraphs 4 and 5 above.
  1. Exclusivity: This agreement is non-exclusive.
  1. Territories:  EM24 agrees that it will not specifically target or attempt to entice your members, subscribers or constituents to sign-up for IS directly.  You acknowledge that you are aware that EM24 attempts to initiate contacts with all individuals and organizations with the intent of having them use the IS Services of EM24 directly.  EM24 initiates these contacts in the form of letters, mailers, emails, e-zines, press releases, articles, advertising, word-of-mouth, affiliate programs and other Marketing and Public Relations programs. You agree that if any of your members, subscribers or constituents finds EM24 through one of the above outlined means, EM24 is not in breach of this agreement and it may allow that subscriber to use EM24 services directly.
  1. Intellectual Property Rights: EM24 retains all rights, title and interest in all content and intellectual property rights in its service which include: Copyrights (whether registered or not), trademarks, service marks, trade names (whether registered or not), patents, trade secrets, industrial designs, and generally, any and all proprietary rights to computer software, to the name or names under which any computer software is marketed or proposed to be marketed, to the documentation prepared in respect of any computer software, and without limiting the generality of the foregoing, the exclusive right to reproduce and to distribute copies of computer software and the documentation in respect of it and all moral right in and to the same as.
  1. Logos/Trademarks: Neither party grants license to the other organization for the use of its Logos or Trademarks. Any unauthorized use is strictly prohibited and is considered a breach of this agreement.  Authorized use of Logos or Trademarks will not be withheld arbitrarily. 
  1. Media Notices: EM24 may notify media sources of its affiliation individually or jointly.
  1. Notices: Any notice required by this Agreement shall be deemed given if delivered to the email address you will provide below.  If at any time signatures are required on any paperwork between the parties, both parties agree to accept facsimile copies of signatures.
  1. Force Majeure: Neither party shall not be deemed in default for any cessation, interruption or delay in the performance of its obligations due to causes beyond control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, misfeasance, civil disturbance or commotion, disruption of the public markets, act(s) of terrorism, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including Internet access, telecommunications service, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.
  1. Indemnification:  You agree to indemnify, defend and hold EM24, its successors, officers, directors and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of or in connection with any claim relating to you, your website, or your product(s) or service(s).  EM24 agrees to indemnify, defend and hold RW, its successors, officers, directors and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of or in connection with any claim relating to EM24, its website or its services.
  1.  Choice of Law, Jurisdiction, and Venue: the laws of the State of Illinois shall govern this Agreement.
  1. Equitable Relief: In the event any action is brought to enforce this Agreement, the parties agree that any dispute relating to the interpretation or performance of this Agreement will be resolved at the request of either party through binding arbitration.  Arbitration will be conducted in Chicago, Illinois in accordance with the then existing rules of the American Arbitration Association.  Each party will pay its own attorneys' fees and arbitration costs will be shared equally.  Any state or federal court having jurisdiction may enter judgment upon any award by the arbitrators. The parties intend this agreement to arbitrate to be irrevocable.
  1. Severability: If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
  1. Disclaimer of Warranty: EM24 HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO ITS SERVICE(S) AND RESULTS, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
  1. Complete Understanding: This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, either written or oral.                                                            

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