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This Agreement contains all of the terms and conditions between UPC, Inc., dba. and its wholly owned subsidiaries ("UPC"), and the individual, company, or organization ("Affiliate") participating in the UPC Affiliate Program ("Program").
In this Agreement, "we" and "us" means UPC, and "you" means the Affiliate participating in the Program. "UPC Website" or "Our Site" means the websites located at http://myupcsite.com, and any other sites that UPC may designate as official sites. "Your Site" means the website site upon which you establish the Links to Our Site as part of this Program as well as the Free replicated UPC corporate site each UPC Affiliate receives. The "UPC Services" means UPC's website subscriptions, website hosting, webteaser subscriptions, webeasy merchant account subscriptions, webconnect dial-up Internet access, domain name registration and reservation services, and any and all other products and services that UPC may introduce from time to time in the future and offer through the Program. In this agreement “referral fees” means any revenue paid to the Affiliate, including, but not limited to charitable organization donations, commissions, royalties, renewals, overrides and residuals.
1. Enrollment in the Affiliate Network
To begin the enrollment process, you must submit a properly completed Program application via Our Site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine, in our sole discretion, that Your Site, company literature, or intent is unsuitable for the Program. Your material may be deemed by us to be unsuitable if, in our view, it:
a. contains, promotes or links to sexually explicit or violent material;
b. promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
c. contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material;
d. contains information regarding, promotes or links to a site that provides information or promotes illegal activity; or
e. for any other reason that is deemed by us to be unsuitable.
In this regard, you understand that we reserve the right to conclude that Your Site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as Your Site. You also understand that if we accept your application, such acceptance shall not imply that Your Site does not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the Program at any time.
2. Code of Ethics
You hereby agree to abide by and be guided by the UPC Code of Ethics (“Code”). A violation of the Code shall be sufficient grounds for the termination of the your rights under this agreement.
a. You will always respect the position of other Affiliates, recognizing that they possess identical rights and privileges. Consequently, you agree to treat them, in advance, the way you would like to be treated.
b. You will endeavor to enhance the value of the group of Affiliates as a whole, putting into the practice the acronym T.E.A.M. (Together Everyone Achieves More).
c. You will be willing to extend a helping hand to other Affiliates as they utilize the UPC system and this program whether for entrepreneurial or for philanthropic purposes.
d. You will speak in positive terms to any Affiliate in the program who is dependent upon you for support or any third party within or without the company and program, and you will report any negative information of any type and character directly to the company and/or to the Affiliate who initially referred you to UPC and never to an Affiliate who is dependent upon you.
e. You will strive to look on the referral of others to become Affiliates as an opportunity to assist them and not as a means for personal gain.
f. You will refrain from any practice that is unlawful, immoral, or unethical that could bring disgrace or disfavor to other Affiliates or to UPC if discovered and brought to light.
g. You will refrain from using any information considered confidential by other Affiliates in any way without first getting the advance written consent of that Affiliate.
h. You will strive to have an attitude of thankfulness and gratitude toward the Affiliate that referred you, recognizing that you may not have even deserved his favor toward you.
i. Your customer is always right.
j. You will strive to become a problem solver and not a complainer, recognizing that each problem represents an opportunity for improvement.
k. You will strive to seek wise counsel through others with more wisdom, knowledge and experience and through prayer to the Lord you God, the true source of all opportunity.
l. Promotion of Our Affiliate Relationship
m. As an Affiliate, we will make available to you all hyper links ("Links") necessary to promote and offer the UPC Services, which, subject to the terms and conditions hereof, you may display as often and in as many areas on Your Site and other materials as you desire. The Links will serve to identify Your Site as a member of our Program and will establish a Link from Your Site to Our Site.
3. Links.
a. Get a UPC Link:
Subject to the terms of clause (b) below, we will provide you a link, which will consist of a graphic image provided by us (and subject to change from time to time in our sole discretion) that will contain our logo and which will allow a user of Your Site to enter a the area on Our Site that will inform the user of all available UPC services. Your unique Affiliate code will be imbedded in that link so each prospective customer referred to UPC via that link will go to your credit.
b. Agreements Regarding Links
In utilizing the Links referenced in clause (a) above, you agree that you will cooperate fully with us in order to establish and maintain such Link. You also agree that you will display in Your Site only those graphic images indicating a Link that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. You shall display such graphic images prominently in relevant sections of Your Site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of Your Site to the pertinent area of Our Site will in no way alter the look, feel or functionality of Your Site.
4. Our Responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate Links from Your Site to Our Site. We will be solely responsible for processing every application for UPC Services placed by a customer following a Link from Your Site, for tracking the number and amount of sales generated by the Link from Your Site, and for providing information to you regarding sales statistics and revenue. Also, we will be responsible for credit card authorizations, payment processing, cancellations, returns, and related customer service for the UPC Services, it being understood that such activities shall be for our account.
5. Other Responsibilities and Opportunities of Affiliates:
a. If you qualify and agree to participate as an Affiliate, you shall display the Links set forth above prominently throughout Your Site as you see fit and with our prior consent.
b. Contests and Promotions: As an Affiliate, you will be entitled to participate and promote on Your Site any sweepstakes, contests, and special promotions we may offer, and in connection therewith, we shall make such contests and promotions available to users of Your Site. In addition, you will be entitled to referral fees, commissions, royalties, and donations as set forth in Articles 6 and 7 below.
c. Compliance with this Agreement: We have the right in our sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
6. Referral Fees
Subject to clause (b) below, we will pay you referral fees on sales and/or subscriptions of UPC Services to third parties. Your entitlement to a referral fee will accrue only if the customer (i) accesses Our Site through the use of a Link on Your Site; (ii) before exiting Our Site purchases the UPC Service(s) using our merchant account; and (iii) remits full payment to us. We will also pay referral fees on any services that a customer purchases after the customer has reentered the Our Site (There is no direct access to Our Site other than through a Link from Your Site, or the sites of other UPC Affiliates.), because the customer previously followed a Link from Your Site to Our Site. The Program is intended for commercial use only, however, services you purchase through the Program for your own use, or the use of your company or organization will also qualify for referral fees.
If during the first month of the term of this Agreement, or during any month following the payment of referral fees to you, your referral fees earned do not exceed ten U.S. dollars ($10.00), then you shall not be entitled to receive any referral fees during the applicable month. Subject to Article 14 below, thereafter, you will be paid referral fees within thirty days after the end of each month during which your aggregate unpaid referral fees exceed ten U.S. dollars ($10.00). At such time, you also will be paid all previously earned and unpaid referral fees.
Any payment of referral fees due hereunder which would result in your being paid from UPC or any of its subsidiaries or affiliates in any calendar year a total amount of referral fees which in the aggregate exceeds $599.00 United States Dollars shall be contingent upon you providing to us your true and correct social security number or other tax identification number W-9 or equal.
7. Fee Schedule
You will earn referral fees based on the sale of UPC Services according to the fee schedule set forth on Our Site during the month in which such services are sold. Only services that are sold by us to users of Your Site linked to Our Site and for which we have received full payment will qualify for a referral fee. Referral fees will vary based upon the volume of sales made through the link on Your Site per the schedule shown on Our Site, excluding amounts due to credit card fraud, chargebacks, credit card charge fees and bad debt and credits for cancelled services.
8. Reports of Activity.
You will use your pre-selected password and have the ability to enter a password-protected back-office website to receive your sales and revenue statistics on a real-time basis. You may have access to the sales records of other Affiliates you have referred to UPC, and you agree that the information of those referred Affiliates is private and confidential to them. Further, you agree not to violate their trust by using that information in any way other than for the explicit intent of assisting that Affiliate in the use of the UPC products, services and program to benefit that Affiliate.
9. Your Responsibilities
You are solely responsible for ensuring that the content of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws. 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 on Your Site in violation of the law or any agreement, and your indemnity, below, will protect us if you do so.
10. Policies and Pricing
Customers who buy UPC Services through the Program will be deemed to be customers of UPC. Accordingly, all of our rules, policies, and operating procedures concerning customer applications, customer service, and sales of our services will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for UPC Services sold through the Program in accordance with our own pricing policies. Service prices may vary from time to time.
11. Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld.
12. Licenses and Use of the UPC Logos and Trademarks
a. We grant you a non-exclusive, non-transferable, revocable right (i) to access Our Site through the Links solely in accordance with the terms of this agreement and (ii) solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material relating to us (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to Our Site so users of Your Site can subscribe to UPC Services. You may not alter, modify or change the Licensed Materials in any way.
b. Other than establishing a Link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license at any time, by giving you written notice.
c. You grant to us a non-exclusive license to utilize your company or organization name and logo, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Program or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicize.
d. The licenses described in this Article 12 shall expire upon the effective date of the expiration or termination of this Agreement.
13. Obligations Regarding 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. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and, ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters.
14. Term of this Agreement and Termination
This Agreement will begin upon our acceptance of your Program application and continue for an initial term of two (2) years and will renew for additional successive one (1) year terms unless the Agreement is terminated under one of the following provisions:
a. You may terminate this Agreement upon the expiration of the initial or any successive term by notifying us in writing at least thirty (30) days prior to the expiration of the then current term that you desire to terminate the Agreement; or upon written notice given to us and effective within thirty (30) days of our giving to you notice of a modification to this Agreement in accordance with Article 15.
b. We may terminate this Agreement at any time, with or without cause, by notifying you in writing that we desire to terminate this Agreement.
You are only eligible to earn referral fees on sales occurring during the term, and fees earned through the date of termination will remain payable excluding amounts due to credit card fraud, chargebacks, credit card fees and bad debt and credits for cancelled services. We may withhold your final payment, or a portion thereof, for a reasonable time to ensure that the correct amount is paid. Within one (1) day of any termination of this Agreement, you shall remove the Links established under this Agreement and then you shall discontinue the use of the Licensed Materials provided under Article 12 above.
15. Modification
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. You will be notified by email and a change notice will be posted on Our Site. Modifications may include, but are not limited to, changes in the scope of available referral fees, referral fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement as provided in Article 14; should you so terminate, the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. Your continued participation in the Program following our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change.
16. Relationship of Parties
You and UPC 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 Article.
17. Representations and Warranties
Except as otherwise stated in this Article 17, we make no express or implied warranties or representations with respect to the Program or any UPC Services sold through the Program (including, without limitation, warranties of fitness, merchantability or non-infringement, or any implied warranties arising out of 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.
Each of us (the "Warrantor") hereby represents and warrant to the other party as follows:
a. This Agreement has been duly and validly executed and delivered by the Warrantor and constitutes its legal, valid, and binding obligation, enforceable against the Warrantor in accordance with its terms.
b. The execution, delivery, and performance by the Warrantor of this Agreement and the consummation of the transactions contemplated hereby will not, with or without giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which the Warrantor is subject, (ii) any order, judgment or decree applicable to or binding upon the Warrantor's assets, (iii) any provision of the Warrantor's by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to or binding upon the Warrantor's assets.
c. No consent, approval, authorization of, exemption by or filing with any governmental authority or any third party is required to be obtained or made by the Warrantor in connection with the execution, delivery and performance of this Agreement or the taking by the Warrantor of any other action contemplated hereby.
d. There is no pending or, to the best of the Warrantor's knowledge, threatened claim, action, or proceeding against Warrantor with respect to the execution, delivery or consummation of this Agreement, or with respect to the Warrantor's trademarks, and, to the best of the Warrantor's knowledge, there is no basis for any such claim, action, or proceeding.
You hereby represent and warrant to us that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.
You hereby represent and warrant to us that your social security number or other tax identification number provided to us is complete and accurate.
18. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its 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 through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
19. Limitation of Liability
We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, or data, arising in connection with this Agreement or the 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 Program will not exceed the total referral fees paid or payable to you under this Agreement.
20. Indemnification
You hereby agree to indemnify and hold harmless UPC, its 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, expenses (including reasonable attorneys' fees), and costs (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 our use of the Affiliate Trademarks infringes 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, (iii) the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or (iv) any claim related to Your Site, including, without limitation, content therein not attributable to us.
21. Notification
All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows:
UPC, Inc.,
3540 West Sahara Ave. Suite 697
Las Vegas, NV 89102
Attention: Affiliate Program Manager
All notices to you in connection with this Agreement shall be deemed given as of the day they are dispatched either by messenger, delivery service or in the United States of America mails, postage prepaid, certified or registered, return receipt requested.
22. 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 SITE. 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.
23. Construction
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
24. Governing Law
This Agreement will be governed by the laws of the United States and the State of Nevada, 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 the State of Nevada, and you irrevocably consent to the personal and subject matter jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
25. Acknowledgement.
Your action of checking the box on the application form serves as an acknowledgement that you have read this entire agreement and your approval to the terms and conditions of this agreement.
26. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications
27. Request to sell stock shares.
UPC Policy provides that shares may only be sold to the company, or to another UPC stockholder of record. The procedure to sell stock to the company is to send a registered letter with a request for re-purchase to the company at the address indicating the asking price for the stock and copies of any certificates that you desire to sell. The letter must be signed by all parties named on the stock certificates and must be signed in the presence of a notary public. The request will be placed on the agenda for the next scheduled staff meeting. You will be notified after a decision on re-purchase is reached. Price must be mutually agreeable between you and the company. If the company elects to re-purchase your shares, they must be properly endorsed on the reverse side and returned to the company by certified mail. Funds will be sent by corporate check to the address of record. In the event the company elects not to accept your offer, it will be extended to the stockholders of record by email and announcement on the owners call. Individual stockholders will be advised to contact you directly.
Contact Information
UPC, Inc., welcomes your comments regarding Policies and Procedures, please contact us by e-mail, or postal mail.
UPC, Inc., Policies and Procedures
3540 West Sahara Ave.
Las Vegas, Nevada 89102, (877) 348 9940
Questions
Last Updated: Monday, November 14, 2005 - 2:30 p.m. Pacific Time | 
