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Terms and Conditions
To be an authorized affiliate of VCOM, you agree to abide by the terms and conditions contained in this agreement.

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

AFFILIATE LINKING AGREEMENT
As used in this Agreement, "we," "us" or "VCOM" means VCOM, and "you," "your" or "affiliate," means you, the affiliate. �Program� means the affiliate linking program by which participating companies place links on their website that connect to the VCOM website and for which a commission may be earned. 

1)	Term of this Agreement: The term of this Agreement will begin upon our acceptance of your affiliate application.  Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.  You are only eligible to earn commissions on "Qualified Sales" (defined below) made during the term of this Agreement.

2)	Linking, Link Materials and Restrictions: We will provide you with links, including URL addresses, trademarks and appropriate graphics (the "Link Materials"), with which you may link your website to our website www.vcom.com (or such other website(s) as we may establish and identify to you from time to time).  If you are approved, we will grant you a non-exclusive, royalty-free limited license solely to reproduce and use the Link Materials solely while you are an affiliate and only in accordance with the terms and conditions of this Agreement during its term. You will use only the Link Materials to link your website to ours, and you will not alter or modify the Link Materials in any way. You must use updated Link Materials if and when we make them available.  All goodwill generated by your use of the Link Materials and other intellectual property of VCOM shall inure to the benefit of VCOM.

You will not use any of the Link Materials or other intellectual property (including without limitation, VCOM.com, VCOM, Avanquest, Avanquest.com, Fix-It, Fix-It Utilities, SystemSuite, PowerDesk, Partition Commander, Fix-It Drive Erase, Fix-It Driver Repair and Perfect Image) in your top-level domain names or in your SEM advertising campaigns including without limitation, Google Adwords, Yahoo Search Marketing, BING AdCenter, any other PPC, CPM or CPA advertising programs, banner advertising or any other type of advertising campaigns (other than on the websites you identify to us in connection with the Program). Further, you shall not use any Link Materials or other intellectual property in any SEM displays, URL content or ad copy.

You may not place any link to our website on any page or screen that contains content that advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights or any other rights of third parties; or contains or promotes deceptive information or materials.

You may not advertise any VCOM products in your downline affiliate or other programs, or in any manner enable third parties to participate in the Program on a direct or indirect basis without our express prior written consent.

We remain the sole and exclusive owner of all of our intellectual property rights that exist in the Link Materials and all other VCOM intellectual property, and no rights therein are granted or otherwise transferred to you except as may be expressly set forth in this Agreement. 

3)	Payments: We shall pay you 30% of gross revenues for sales of Fix-It Utilities Pro, SystemSuite Pro, Partition Commander, PowerDesk Pro, Fix-It Drive Erase Pro, Perfect Image Pro and Fix-It Driver Repair made to customers that are referred to our website by you through the link you place on your website (�Qualified Sales�). Commissions are only paid on initial sales made to customers that are referred to us by way of such link; no commissions are owed on other sales that may be made at other times even if the customer has been previously referred to us by way of such link.  Without limitation, no commissions are paid on product renewals.   A commission will only be credited to an affiliate after the customer has made full payment to VCOM and the presence of an appropriate affiliate cookie is detected.  If a customer later requests a refund or a chargeback is issued by the credit card holder whose credit card was used to pay for that customer's account, any commissions that were credited will be deducted from the current or next monthly payment.  Payment processing and order fulfillment are done by Avanquest Software, 23801 Calabasas Road, Calabasas, CA 91302. 

You must have accumulated commissions of at least $50 for a given month before payment will be issued.  If commissions are less than $50 for a given month, the commissions will be held until the subsequent month; this will continue until the commissions accumulate to more than $50.  If accrued commissions accumulate to at least $500, affiliates that are subject to United States tax will be required to complete an IRS Form W-9.

4)	Spam and Popup Advertising: VCOM has a zero tolerance policy for spam, which is defined as any email advertising sent in bulk or in violation of any state or federal law, as well as popup advertising. Valid complaints regarding your use of spam and popup advertising may result in the immediate termination of your account. 

5)	Other Prohibited Activities: You may only use IFrames on pages on your website on which the content is highly related to VCOM.  You may not send cookie information or engage in any other form of activity that would cause a payment to be due where you have not made a bona fide referral of a legitimate potential customer by way of a permitted link.  Any questions regarding whether we will permit any particular activities should be directed to VCOM.  

6)	Independent Investigation: You acknowledge that you have read 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 websites that are similar to or compete with your website.  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. We have the right to monitor your website and your activities in connection with the Program to determine if you are in compliance with this Agreement.  

7)	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 this site. Modifications may include but are not limited to, changes in the referral fees, payment procedures and Program rules.  IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 

8)	Rights Upon Termination: Upon the expiration or termination of this Agreement for any reason:   (a) Affiliate will remove any and all links from its websites and (b) VCOM will fulfill orders for Qualified Sales.

9)	LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED.  FURTHER, OUR CUMULATIVE AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU DURING THE SIX (6) MONTHS PRECEEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY OR TWENTY FIVE DOLLARS ($25.00), WHICHEVER IS LESS.  WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE AND BASED ON ANY CAUSE OF ACTION, INCLUDING CLAIMS FOR LOSS OF GOODWILL OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.

10)	Relationships and Responsibilities: You will be solely responsible for the development, operation, and maintenance of your website.  Without limitation, you will be solely responsible for:

a)	The technical operation of your website and all related equipment.
b)	The accuracy and appropriateness of materials and content posted on your site.
c)	Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including without limitation, copyrights, trademarks, privacy, personal or proprietary rights).
d)	Ensuring that materials posted on your site are not libelous or otherwise illegal.

11)	Representations and Warranties: Affiliate hereby warrants and represents to VCOM that at all times during the term of the Agreement:

a)	Affiliate has all rights required to enter into and perform under this Agreement.
b)	Other than the Commission set forth in Section 3 of this Agreement, no additional payments or royalties will be due to anyone other than Affiliate by VCOM based on Qualified Sales. 
c)	Affiliate will comply with all applicable laws, rules and regulations in connection with its performance under this Agreement.
d)	Affiliate�s company and website are not the subject of any claim, demand, action or legal proceeding or any potential or pending claim, demand, action or proceeding.

12)	Indemnification:  Affiliate shall, at its sole expense, indemnify, defend and hold harmless VCOM and its affiliates, representatives, agents, shareholders, directors, officers and employees, and each of their successors and assigns (�VCOM Indemnitees�), from and against any and all loss or damage (including, reasonable attorneys� fees and costs) incurred in connection with any suit, action, claim, demand or proceeding brought against any of the VCOM Indemnitees by any third party (each, an �Action�)  insofar as such Action is based upon a claim arising out of or related to a breach of any of the representations and warranties or other provisions of this Agreement made by Affiliate.  VCOM shall provide Affiliate with (i) prompt written notice of any such Action as soon as practicable and (ii) such reasonable cooperation and assistance as may reasonably be required from time to time in the defense of any such Action.

13)	Miscellaneous:  

VCOM and you are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You have no authority to make or accept any offers or representations on our behalf.  

You may not assign this Agreement, in whole or in part, without VCOM�s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

The failure of VCOM to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce that provision or any other provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

This Agreement represents the entire Agreement between you and VCOM with respect to the subject matter hereof, and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.

If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.

This Agreement will be governed by the laws of the United States of America and the State of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Los Angeles, California and you irrevocably consent to the jurisdiction of such courts.  

The following provisions of this Agreement shall survive its expiration or earlier termination:   Ownership of Intellectual Property Rights, Independent Investigation, Rights Upon Termination, Limitation of Liability and Exclusion of Damages, Relationships and Responsibilities, Representations and Warranties, Indemnification and Miscellaneous.
I have read, understand and agree to the above terms and conditions.
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