GMR Web Team Affiliate Agreement

1. Overview

This Agreement governs your participation in the GMR Web Team Affiliate Program (the "Program"). The Program allows you to refer potential customers to GMR Web Team by placing links on your website that point to the GMR Web Team website. We will pay you a commission for each customer you refer who purchases a subscription to our services.

2. Affiliate Obligations

2.1. Application and Approval

• To participate in the Program, you must complete and submit the online application form on the GMR Web Team website.
• We will review your application and may reject it for any reason.
• We will not approve applications for websites that:
  • Promote sexually explicit materials.
  • Promote violence.
  • Promote discrimination.
  • Promote illegal activities.
  • Include content that infringes on intellectual property rights.
  • Include your domain name in the GMR Web Team brand name.
  • Are otherwise unlawful, harmful, or objectionable.
  • Contain software downloads that could divert commissions from other affiliates.
  • Promote get-rich-quick schemes.
  • Resemble the GMR Web Team website in a way that could mislead customers.

2.2. Website Requirements

• Your website must be fully functional.
• Your website's policies must comply with all applicable laws and regulations.
• You may not create pop-up ads.
• You must maintain a privacy policy that clearly explains how you collect and use customer information.

2.3. Affiliate Tools and Links

• As a Program member, you will have access to an Affiliate Control Panel.
• The Control Panel provides access to program details, active campaigns, and HTML code for text links and banner creatives that link to GMR Web Team landing pages.
• You must use the provided HTML code to ensure accurate tracking of website referrals.

2.4. GMR Web Team Review

• We reserve the right to review your website placement of links and require changes to comply with our guidelines.
• You are responsible for maintaining and updating your website.

2.5. Intellectual Property

• You are responsible for complying with all applicable intellectual property laws.
• You must have permission to use any copyrighted material on your website.

2.6. Agreement Updates

• We may modify the Agreement at any time.
• We will notify you by email of any changes.
• Your continued participation in the Program constitutes your acceptance of the changes.

3. GMR Web Team Rights and Obligations

3.1. Website Monitoring

• We may monitor your website to ensure compliance with the Agreement.
• We may notify you of any necessary changes to your website or links.
• We may terminate your participation in the Program for non-compliance.

3.2. Fraudulent Activity

• We actively monitor traffic for fraud.
• Fraudulent activity includes artificially inflating clicks or conversions.
• We will withhold payment and terminate your account for fraudulent activity.

4. Term and Termination

• This Agreement begins upon our acceptance of your application and continues until terminated.
• Either party may terminate the Agreement with three (3) business days' written notice.
• All earned commissions will be paid during the next billing cycle, subject to final accounting.

5. Commissions & Payment

5.1. Commission Rate

• GMR Web Team is a PPS (pay-per-sale) affiliate program.
• We pay affiliates a 20% (after 3rd party vendor hard costs) recurring commission on referred customers. However, the exact commission rate may be subject to negotiation depending on the specific client and project.

5.2. Payment Schedule

• Affiliates are paid approximately every 30 days by company check, 15 days after the prior period.
• We may withhold payment until clients have paid GMR Web Team.
• We reserve the right to withhold payment for violations of the Agreement.
• All payments are made in U.S. dollars only.

5.3. Data and Disputes

• We will provide data to determine your billing and compensation.
• You must submit any questions or disputes regarding the data within five (5) business days of receipt.

5.4. Commission Earning and Forfeiture

• We will only pay commissions earned and tracked through your termination as an Affiliate.
• Affiliates removed from the program for non-compliant behavior will not receive commissions.
• We may hold payment until commissions accumulate to a minimum threshold ($100 for US affiliates, $250 for others).

5.5. Tax Requirements

• U.S. residents must submit a W-9 form.

6. Affiliate Control Panel Access

You will create a login ID (your email address) and password to access your secure affiliate account interface. You can change your password on your first login.

You are responsible for keeping your password confidential. You are liable for any actions taken using your password.

7. Promotion Restrictions

7.1. Prohibited Advertising

Certain advertising methods are strictly prohibited, including:

• Spamming
• Unsolicited commercial email (UCE)
• Posting to non-commercial newsgroups
• Cross-posting to multiple newsgroups
• Advertising that conceals or misrepresents your identity or domain name
• Mailings to non-customers or subscribers
• Newsgroup postings that are not explicitly permitted

7.2. Trademark Restrictions

• You may not bid on keywords related to GMR Web Team in pay-per-click advertising.
• Trademark violations will result in immediate termination from the Program.

7.3. Lead Generation Restrictions

• You may not misrepresent or falsify leads.

7.4. Interstitials, Pop-ups, and Parasite Marketing

• You may not use interstitial ads, parasiteware, or deceptive pop-ups or pop-unders.

7.5. FTC Compliance

• You must comply with FTC guidelines on testimonials and endorsements.
• Clearly disclose any relationships between you and GMR Web Team.

7.6. Permitted Promotion Methods

• You are encouraged to promote GMR Web Team through your own marketing efforts, including online and offline methods.

8. Grant of Licenses; Confidentiality

8.1. License Grant

• GMR Web Team grants you a non-exclusive, non-transferable, revocable license to use our logos and trademarks in connection with the Program.
• You may only use these materials while you are a member in good standing of the Program.

8.2. Confidentiality

• Both parties agree to keep each other's confidential information confidential.
• Confidential information includes the terms of this Agreement and any proprietary information.

9. Disclaimer

GMR Web Team makes no representations or warranties regarding the Program or its services. We are not liable for any interruptions or errors in the operation of our website.

10. Representations and Warranties

You represent and warrant that:

• You have the authority to enter into this Agreement.
• You have the right to use any intellectual property rights associated with your website.

11. Limitations of Liability

GMR Web Team is not liable for any indirect, incidental, consequential, or special damages arising from this Agreement. Our liability is limited to the total commission fees paid to you.

12. Indemnification

You hereby agree to indemnify and hold harmless GMR Web Team and their subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that your infringed on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site.

You will immediately notify Company of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.

13. Miscellaneous

13.1. Independent Contractor Relationship: You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and GMR Web Team. You have no authority to make or accept any offers or representations on our behalf.

13.2. Assignment: Neither party may assign its rights or obligations under this Agreement to any party, except with the prior written consent of the other party.

13.3. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [City], [State].

13.4. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, with respect to the subject matter hereof.

13.5. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

13.6. Notices: All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally, sent by certified mail, return receipt requested, or sent by email.

13.7. Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement caused by circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, flood, accidents, strikes, or shortages of labor or materials.