Chat-Forum.com

Partner Program Terms & Conditions

PARTNER PROGRAM AGREEMENT

This agreement describes the entire terms and conditions for participation in the Chat-Forum.com Partner Program. The Chat-Forum.com Partner Program is operated by Chat-Forum.com (ASCII Software Ltd). In this agreement, Chat-Forum.com and ASCII Software Ltd. are collectively referred to as "Chat-Forum.com". In this agreement, the term "Participant" refers to you (the partner), and "sponsoring Web site" refers to the Web site from which you will link to Chat-Forum.com Wherever the agreement refers to "you" or "your", it means "the Participant"; "we" or "our" refer to ASCII Software Ltd.

1. Privacy of the Partner Account:

In order to join the Partner Program, you will need to provide Chat-Forum.com with an email and password log-in combination. DO NOT REVEAL YOUR LOG-IN INFORMATION TO ANYONE. If you share your log-in information with a third party, we are not responsible for any changes made to your Personals Profile and/or your Partner site (GUI) information by said third party. We also reserve the right to terminate this agreement if we discover that you have shared this information with any third party in violation of this agreement.

2. Payment Options:

All Partners will have be paid by Chat-Forum.com on a bounty fee basis.

3. Bounty Fees:

This bounty fee commission plan is subject to change by Chat-Forum.com upon 30 days prior written notice to its Partners. As set forth below, notice may be given by Chat-Forum.com by email to the Partners last email address provided in writing to Chat-Forum.com Until changes are made to the bounty fee plan, you will earn the following for each new user who purchases a paid service from Chat-Forum.com for at least one month which is sold via your Partner's Link. Bounty Fee New Services

$10 Per New Paid Account (any paid service)

Only new subscribers from whom Chat-Forum.com actually collects cash for services on the Chat-Forum.com Web site via valid credit card, check or money order or other means will qualify as a new subscriber on which the bounty fee will be paid. Chat-Forum.com reserves the right to not pay a new subscriber bounty on any subscriber who are the result of unreasonable "churning" by the applicable Partner. Qualifying new subscribers do not include users of Chat-Forum.com who purchase any other services or goods on the Chat-Forum.com Web site (e.g. Chat-Forum.com Partners) aside from online chat service subscriptions. Partners are not paid commissions on renewing subscriptions.

4. Bounty Fee Payments:

You may receive your payments by PayPal (International residents), or cheque in UK funds (if resident within the UK). Chat-Forum.com will send bounty fee payment for the applicable fees (less any taxes required to be withheld under applicable law) and a statement of customer purchase activity to the Participant within approximately 30 days after the end of each calendar month. Accounts with a balance of less than $50 will be carried over to the next months earnings until your account reaches $50.

5. Refunds, Chargebacks and Bad Checks:

If a subscription is later refunded to the customer or charged back by the customer, or if a customer's check does not clear, the referral/bounty fee, and any Partner charge back fees, will be deducted from the next monthly payment sent to the Partner.

6. Subscription Payment Processing:

Chat-Forum.com will be solely responsible for processing every subscription order placed by a customer using the Partner's Link. Subscription orders will be accepted via the Chat-Forum.com online ordering process. Payment processing, renewal payment processing, cancellations and refund processing, and related customer service are the responsibility of Chat-Forum.com. All of the rules, operating procedures and policies of Chat-Forum.com regarding customer subscriptions will apply to all subscription orders we receive through the Partner's Link. Chat-Forum.com reserves the right to reject any subscription order that does not comply with our rules, operating procedures and/or policies. Partner is not permitted to make any exceptions from these rules or otherwise communicate with subscribers about these rules except with Chat-Forum.com's prior authorisation.

7. Tracking of Subscription Sales:

Chat-Forum.com will be solely responsible for tracking subscription sales. Statements of subscription sales activity will be provided to the Partner. To protect Chat-Forum.com customer privacy, the names or other personal information about specific customers will not be provided to the Partner but shall be retained exclusively by Chat-Forum.com. In addition, all personal information about specific customers collected by Chat-Forum.com shall be owned solely and exclusively by Chat-Forum.com. Partner agrees to comply with the posted Chat-Forum.com privacy policy, as it may be changed from time to time, with regard to any personal information collected by Partner from subscribers of Chat-Forum.com in their status of Chat-Forum.com subscribers. Partner need not comply with the Chat-Forum.com privacy policy in its other dealings with persons who are also Chat-Forum.com subscribers as long as it is clear to the user that they are not dealing with Partner as a representative of Chat-Forum.com when such information is being collected.

8. Time Limitations For Depositing Partner Checks:

United States (US) residents are required to cash or deposit any check from the Chat-Forum.com Network within ninety (90) days of the date the check was issued. This information is printed on all checks. The Chat-Forum.com Network is not required to reissue payment for Partner checks older than ninety (90) days. Because of the expense involved for non-US residents to cash or deposit checks for US funds, non-US residents are allowed to hold onto their checks for a period of up to 180 days (6 months) after the first check or group of checks was issued. After this 180-day period has expired, the Partner must return the checks by mail within 30 days to receive one check for the total amount of all the checks combined. The Chat-Forum.com Network is not required to reissue payment for Partner checks received after this time (total of 210 days from the date of the first check that is issued).

9. Lost, Stolen, Or Destroyed Checks:

It is the responsibility of the Partner to request in writing a reissue of lost, stolen or destroyed checks within the ninety (90) day period outlined above. The request must include as much information about the dates and earnings in question as possible, including the Master ID of the account and to whom the check was issued. Email requests are sufficient. Reissued checks are held to the same ninety (90) day expiration rules. All bank fees related to the issuance of replacement checks or other payments, including charges for stop orders on previously issued checks, shall be the charged to the Partner. Chat-Forum.com often receives returned checks because the mailing address provided by the Partner was incorrect or insufficient. In these cases, we will contact the Partner upon receipt of the returned check. It is the responsibility of the Partner to respond and correct the information as necessary. After ninety (90) days without a reply from the Partner regarding the issue, the check will become voided, and Chat-Forum.com will not be required to re-issue payment. After 180 days (6 months) without a reply from the Partner, all payments will become null and void, and the Partner account will be terminated.

10. Copyrighted material:

As an Partner, you are solely responsible for ensuring that any and all materials provided by you, including your logo and preamble text do not infringe upon the rights, including the intellectual property rights, of any third parties. You must have express permission to use another party's copyrighted material. Chat-Forum.com will not be responsible if you use another party's copyrighted material in violation of the law. Between Chat-Forum.com and Partner, the following will apply:

A. Each party shall retain all right, title and interest in and to its respective trademarks, service marks and trade names worldwide ("Intellectual Property") subject to a limited non-exclusive, non-transferable license necessary to perform this Agreement. Each party grants the other a royalty-free, non-exclusive, non-transferable license, during the term of this Agreement to include such party's pre-approved Intellectual Property solely in connection with the promotions and marketing contemplated hereunder as set forth above.

B. Each party shall use the other's Intellectual Property only as provided, and shall not alter the Intellectual Property in any way, nor shall it act or permit action in any way that would impair the rights of the owning party in its Intellectual Property. Each party acknowledges that its use of the other party's Intellectual Property shall not create any right, title or interest in or to such Intellectual Property. Each party shall have the right to monitor the quality of the other party's use of its Intellectual Property. Any references to a party's Intellectual Property shall contain the appropriate trademark, copyright or other legal notice provided from time to time by owning party.

C. Neither party may alter or remove any proprietary notices from the other's Intellectual Property. Any goodwill accruing from the use of such Intellectual property shall inure to the licensor of such Intellectual Property hereunder.

D. Each party expressly reserves all rights not granted to the other party herein.

11. Chat-Forum.com Policies Apply to All Orders:

Every customer who buys a subscription through this program is deemed to be a customer of Chat-Forum.com. Partner does not have the authority to make or accept any offer on behalf of Chat-Forum.com All Chat-Forum.com policies regarding customer orders, including pricing and problem resolution, will apply to these customers. Chat-Forum.com is not responsible for any representations made by Partner that contradict our policies.

12. Prices and Availability:

The price charged for subscriptions sold under this program will be determined by Chat-Forum.com according to our own pricing policies. Prices may vary from time to time as determined in Chat-Forum.com's sole discretion. Chat-Forum.com policies will always determine the price paid by the customer.

13. Prohibited Content:

No website which is a member of the Chat-Forum.com Partner Network may display any of the following content or engage in any of the following activity. Chat-Forum.com reserves the right to immediately terminate this Agreement and to remove all Chat-Forum.com Intellectual Property from Partner's site and to sever all links to the Partner's Personals Pages if any of the following content or activity is present: Sexually explicit material (pornography); Violent images or messages that promote violence; Promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age; Promotion of illegal activities; Promotion or display of defamatory, libellous or harmful material or material that otherwise infringes upon the rights of any third parties; Content that is inconsistent with Chat-Forum.com's policies and/or practices; Spamming (repeated, unsolicited emails) of Partner's users who have purchased a Chat-Forum.com subscription

14. Web Site Service Interruption:

Chat-Forum.com will make every effort to keep its Web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Partner agrees not to hold Chat-Forum.com liable for any of the consequences of such interruptions.

15. Term of the Agreement:

Partner will receive bounty fee payments on orders that are placed during the term of this agreement. Bounty fees earned through the date of expiration or cancellation of this agreement will remain payable only if the subscriptions are not refunded. Payment of the final referral/bounty fee payment to Partner may be withheld for a reasonable time in order to ensure that the correct amount is paid.

16. Modifications:

Chat-Forum.com reserves the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion, upon prior notice to Partner by posting a new agreement on our Web site. Such new terms will take effect 10 days after posting. Without limiting the generality of the foregoing, referral/bounty fee schedules, and all other provisions of this Agreement are subject to change without notice other than posting such information on our Web site, except that we will not reduce the referral/bounty fees on subscriptions purchased prior to the effective date of the modifications to this Agreement. Partner may not change or modify this Agreement.

17. Cancellation of this Agreement:

Either party, acting in their sole discretion, may choose to cancel this Agreement at any time by written notice of cancellation to the other. Such cancellation will be effective 3 days after notice to the other party unless the Agreement is terminated by Chat-Forum.com for violation of Section 14, in which case termination will be effective immediately upon notice to the Partner by Chat-Forum.com. Partners should know that Chat-Forum.com intends to terminate any Partner that generates $0 referral/bounty fees during a consecutive 180 day period.

18. Warranty Disclaimer:

Chat-Forum.com makes no warranties, representations or conditions with regard to the program or, except as expressly set forth in Chat-Forum.com then current terms and conditions which are posted on the Web site, any subscriptions sold hereunder, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, Chat-Forum.com expressly disavows any obligation to indemnify Partner or any of its representatives or owners in connection with any lawsuit or other proceeding arising out of any of Partner's users use of Chat-Forum.com.

19. Limitation of Damages:

Chat-Forum.com shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the program, even if Chat-Forum.com has been advised of the possibility of such damages. Further, Chat-Forum.com's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total referral fees paid or payable by Chat-Forum.com to Partner under this Agreement.

20. Representations and Warranties:

Partner represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation.

21. Indemnification:

Partner shall defend, indemnify and hold harmless Chat-Forum.com, its parent, subsidiary and partner companies and its and their directors, officers, employees, Partners and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of Partner's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Partner; or (iii) it is based upon Partner's violation of any applicable federal, state or local law or regulation in providing products or services hereunder.

22. Miscellaneous:

Partner and Chat-Forum.com are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Partner shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Chat-Forum.com. Subject to the foregoing restriction, this Agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns. Partner and Chat-Forum.com agree that the terms of this Agreement and the Agreement itself are confidential and neither party shall divulge the business terms and conditions of this Agreement or the existence of the Agreement itself without the prior written consent of the other party.

23. Governing Law:

This Agreement shall be governed by the laws of the United Kingdom and the County of Hampshire without reference to its choice of law principles.