Two-Tier Affiliate Agreement

Definitions

The definitions of terms used throughout this Agreement can be found in the License/Terms and Conditions (of Use), which are incorporated herein as if they were set forth in full.  Each participant in the Two-Tier Affiliate Program offered by TC expressly agrees to this Two-Tier Affiliate Agreement.  If you do NOT agree to this Affiliate Agreement, you may NOT participate in the Affiliate Program.  If you agree to this Affiliate Agreement, please check the appropriate box on the contracts page.

NOTICE:  THIS IS A CONTRACT. PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE “I HAVE READ AND AGREE TO THE AFFILIATE AGREEMENT” BOX, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AFFILIATE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT REGISTER FOR THE AFFILIATE PROGRAM.

Affiliates.  Each Affiliate or Reseller/Affiliate is an Independent Contractor of TC and not an employee.  Nothing herein is intended to create an employer/employee relationship.

Resellers. Each  TC Reseller is allowed to participate in this Affiliate Program.  However, no TC Reseller is automatically an Affiliate.  If the TC Reseller wishes to participate in this Affiliate Program, the TC Reseller must register for this Affiliate Program.  A TC Reseller acting in this dual capacity is referred to herein as the "TC Reseller/Affiliate".  A TC Reseller/Affiliate should not use their Affiliate link for sales of products to the TC Reseller/Affiliate customer.  If the TC Reseller/Affiliate chooses to use the Affiliate link, such sale will paid at the Affiliate commission rate and NOT the Reseller commission rate, which rate is generally lower than the Reseller rate.  The TC Reseller/Affiliate should use the Affiliate link to sponsor other Affiliates in this Affiliate Program.  The TC Reseller/Affiliate will earn a referral fee when his/her/its Affiliate makes a sale.

Commissions; Referral Fees. Whenever someone orders through your Affiliate link, the Technology credits your affiliate ID with a referral fee. When another Affiliate registers as an Affiliate using your Affiliate link, the Technology credits your account as the Sponsoring Affiliate.  You do not earn a referral fee for any other Affiliate's registration.  However, you will earn a referral fee upon the sales made by the affiliates you sponsor.  The commission/referral fee amount varies from product, service or opportunity.  The rate at which your referral fee is generated is found on the "Ratio and Bonuses" page of the Sites which page is incorporated herein as if it were set forth in full.  You can check your commission status online at any time.

Before any Affiliate may be a sent a commission check, the Reseller must submit to TC identification information.  Such identification information shall include, at a minimum, a copy of a government issued, picture, identification card (for example, a drivers license).  These documents shall be faxed to TC as per the instructions sent in your "Welcome, Affiliate" email.  You will not receive any payment of commission/referral fees until such time as you submit the required documentation to TC .

Commissions on Products, TC Products, Opportunities, TC Opportunities, Services, and TC Services, are paid at the rates for the first tier and the second tier, as indicated on the Ratio and Bonuses.  TC strives to pay similar rates on further products, services, and opportunities, but reserve the right to pay a different scale if necessary.

Income Tax liabilities. Affiliate agrees that Affiliate is acting as an independent contractor and as such is responsible for any or all United States, State, or foreign Income Taxes and any other tax liabilities that affect or concern the sales of the Products, the TC Products, the Services, the TC Services, the Opportunities, or the TC Opportunities,  in your state or location.  If you are NOT a resident of the United States, TC will withhold the appropriate U.S. income tax applicable to foreign nationals, prior to your receipt of any commissions. TC does so pursuant to the United States Internal Revenue Service Laws (also known as the United States Tax Code) and other applicable laws. It is the Affiliate's sole responsibility, and not the responsibility of TC or TrafficCentral, to take any steps necessary to recover these sums under the Tax Code and other applicable laws.

Embargoed Nations; Specially Designated Nationals. The United States controls the export of products and information. Each Affiliate agrees to comply with such restrictions and to not export or re-export the materials (including software) to countries or persons prohibited under the export control laws. By becoming an Affiliate, you are agreeing that you are not in a country where such export is prohibited or are not a person or entity to which export is prohibited. You are responsible for compliance with the laws of your local jurisdiction with regard to the import, export,or re-export of the materials (including software). 

Each Affiliate is responsible for compliance with all applicable U.S.laws and regulations, including but not limited to, those laws pertaining to export control. By registering as an Affiliate, you warrant that you are not a citizen or resident of a country designated as having Embargoed Nation Status and further, you also warrant that you are not on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Treasury  Department. The products and/or services, the TC Programs, the TC products or TC Services, the Opportunities, and the TC Business Opportunities, are exported from the United States in accordance with the Export Administration Regulations. Diversion to other countries is contrary to U.S. law and is prohibited.

In compliance with the United States Patriot Act, only those who have provided appropriate identification information and do not reside within an embargoed nation and who are not listed on the Specially Designated Nationals list may receive commission checks paid by either TC.

Commission schedule. Commissions are paid twice per month by payment processor on the 6th of the month for sales made from the 16th through the 30th of the prior month, and on the 21st of the month for sales made from the 1st through the 15th of the same month, and are paid by TC.

There is a minimum commission amount listed on the Ratios and Bonuses page on the Sites.  This is the minimum amount that you must earn before you will be paid commissions.  In any commission period, your commission must exceed this amount before you will receive any sums for that period.  Commissions below this minimum amount will be held until such time as the commission equals or exceeds this amount.

Commissions are not paid for any sales for which payment has not been received, or for any transaction that has been rejected for any reason.

We are not responsible for paying interest to Affiliates for accrued but not yet delivered Commission payments.

If a transaction incurs a charge-back, or if an online transaction is not completed in every way, no commission payment is due to the Affiliate. If a commission has already been paid, then it will be deducted from an active Affiliate's future commissions.

All commissions are paid in US Dollars by PayPal, StormPay, or bank draft.  Affiliates requesting bank drafts   will have a processing fee deducted from the check.  The processing fee is listed on the Ratios and Bonuses page on the Sites.

Each Affiliate is responsible for selecting the payment processor, through which to receive their commissions/referral fees, from the payment processors supported by the Node. If you elect a payment processor through which to receive your commissions and you later terminate the account or the account becomes unavailable for any reason, TC is not responsible for your not receiving the money. Each Affiliate is responsible for always maintaining the payment processor through which they receive their commissions/referral fees OR selecting an alternate method of payment supported by the Node. This election is entirely made by the Affiliate and TC assumes no responsibility for non-receipt of payments made according to the payment processor elected by the Affiliate, or the Affiliate's lack of ability to then conform to the payment processors or processes supported by the Node. Further, TC assumes no responsibility for an Affiliate not electing a payment processor. If an Affiliate fails to elect a payment processor, any sums due will be paid via check and any fees applicable to payments by check or bank draft will be deducted.

Mixing of Products.  Targeting Categories will vary from Node to Node within the TrafficCentral Network.  As an Affiliate of TC, your website on which you advertise any products of TC may only include products that are not capable of being viewed by persons 13 years of age or younger if TC specifically allows such products.  If TC elects to place any such products in an "FTC Restricted Content", then any website on which you include TC products, services, or opportunities, may only use the term "FTC Restricted Content".  Your website may NOT contain any content or images that are NOT capable of being viewed by persons 13 years of age or younger if you include any reference whatsoever to TC , the Sites, or your Affiliate Link. On any website on which you include any reference whatsoever to TrafficCentral or the TrafficCentral Network, you may only include such products, services, or opportunities in reference to "FTC Restricted Content" and you may NOT include any reference whatsoever to any form of "Adult" content.  Any violation of these requirements will result in immediate termination of your Affiliate status and you shall forfeit any commissions/referral fees that may be due.  In the event that any violation of these requirements results in the suspension or termination of any payment processor for TC or TrafficCentral, you shall be liable for liquidated damages in the amount of $10,000 as well as actual and any consequential or actual damages that TC or TrafficCentral may incur.

Unusual Order Volume; Unusual Transactions. On occasion, unusually large orders or transactions that are not normal for a particular sale may be withheld by a payment processor. If any order is withheld by a payement processor for investigation for any reason whatsoever, the Affiliate commission will be wittheld until such time as the sums are released by the payment processor. After the sums are released by the payment processor, the Affiliate will receive credit for the transaction during the following commission cycle. No sums will be due to the Affiliate if the payment processor fails to release the sums for any transaction or if the payment processor cancels the transaction.

Payment Processor Fees. All commissions are calculated based on the net transaction. In other words, all payment processor fees are first deducted from the sums collected from the customer. Then, all payment processor fees are deducted. The remaining amount is a commissionable sale. The commission rates listed on the commission schedule are then applied to determine the amount due the Affiliate. Any sums paid for payment processor fees are not commissionable. A Node Owner may also charge a per transaction fee for every transaction processed. In the event that a per transaction fee is applied, the amount of the fee can be seen on th Ratios and Bonuses page. Any such fee is not commissionable and is also deducted from the sums paid by the customer, prior to the calculation of any commission.

Furthermore, there are certain rules that apply in the event of payment processor errors or erroneous data or prices.  For these terms, please see the Terms and Conditions, paragraph 4(u).

SPAM; Unsolicited Commercial Email (UCE).  Neither TC nor TrafficCentral tolerates the sending of unsolicited bulk emails (UCE or SPAM) which promote, or make reference to , or any of their associated companies, Partners, or employees, the Sites, or the TrafficCentral Network.  The provisions of the Terms and Conditions pertaining to UCE or SPAM shall apply to each Affiliate. Any Affiliate who, in the opinion of TC or TrafficCentral, breaches this rule will have their Affiliate status cancelled and any outstanding commissions will be forfeited.

Unprofessional conduct. TrafficCentral, TC, and their associated companies operate with the strictest codes of professional conduct. Any Affiliate who brings the TrafficCentral Network, TrafficCentral, UniversalProtector,  or their associates into disrepute, or who promotes any form of slander, racism, or unfair business practices, will have their Affiliate status cancelled and any outstanding commissions will be forfeited.

TC reserves the right to reject any affiliate application if in TC or TrafficCentral's opinion, that person or entity violates established laws or commonly held standards of decency. For example, we will reject applications from any person or company that promotes any form of violence, illegal activities, or from applicants who either TC or TrafficCentral prefer not to be associated with.

All of the Terms and Conditions, including, but not limited to, those sections of the Terms and Conditions that apply to Unprofessional Conduct or business etiquette apply to the Affiliate's conduct.

Affiliate Sales/Tracking. After signing up for the Affiliate Program you will receive a unique affiliate URL which you will use to advertise the Sites. When someone clicks through this URL,  a cookie will be set in their browser with your affiliate ID and their IP address may also be logged with your affiliate ID. During that visit to the Sites or any later visit, when a purchase is made the commission will be given based on the existence of the cookie.

In order to receive proper credit for sales, a person or entity must purchase through your unique affiliate URL.  Masking or cloaking of the links (whether done by software or by a script, and sometimes referred to as "affiliate link cloaking") may or may not work with parts of the Sites. TC and/or TrafficCentral allows masking or cloaking but You must provide a repeatable process for our verification of the cloaked link, otherwise the use of the masked or cloaked link is disallowed. At times, there may be a requirement to change or update the unique affiliate URL you use to advertise the Sites, and which others use to purchase from you. When such a change is necessary, you will receive an email notifying you of such change. It is the sole responsibility of the Affiliate to update the links that you use to ensure the possibility of sales tracking.  If you do not update the links, neither TC nor TrafficCentral are responsible for any lost sales. In some cases, if an emergency patch to the Sites is required, the tracking portion of the Sites may or may not be functional until you update your sales links.

Term; Termination. These terms will begin upon your signup with the affiliate program and will end when either you or TC terminates your affiliate status, or if your account is inactive in any continuous twelve month period. The Affiliate may terminate its agreement at any time, and for any reason by writing to - or emailing - TC at the email address listed on the Sites.   The Affiliate may not transfer this Agreement, or any rights conveyed in this Agreement, to any third party whatsoever. 

TC may also terminate this Agreement at any time, and for any reason, by writing to Affiliate at the email address listed in the Affiliate's Profile, with 30 days notice.  TC may transfer this Agreement to any party whatsoever, at any time, and this Agreement shall remain in full force and effect, without notice to Affiliate. However, if this Agreement should terminate for cause due to violation of this Agreement or the Terms and Conditions, this Agreement shall terminate immediately and Affiliate shall forfeit all right to any commissions then due.

Rights to modify agreement. TC , and its associated companies may, in good faith, modify any of this Agreement and/or the Terms and Conditions (including the Affiliate Commission Schedule), at any time and at its sole discretion, by posting a change notice or a new agreement on the Sites. These changes will come into force immediately upon  posting.  The Affiliate's continued participation in the Program following the said posting of a change notice or new agreement shall constitute binding acceptance by the Reseller of the change.

If any modification to this Agreement is not acceptable to the Affiliate, Affiliate's only recourse is to terminate this Agreement. Upon termination of this Agreement, the former Affiliate must remove all Affiliate links and graphics from its web site, and refrain from publishing same in any manner whatsoever.  

Redirection.  If this Agreement or any terms or conditions are breached for any reason by Affiliate, TC, at its sole discretion, may choose to either terminate this Agreement, or, may choose to temporarily disable Affiliate's links in such a way as to allow a customer to either see a message advising the customer that the Affiliate's links are temporarily disabled OR to allow a customer to be immediately and automatically redirected to the store of the Sites.  In either case, if a customer receives such a message or if the customer is redirected, the Affiliate shall have no right to any commission or referral fees from any resulting sale.

When all conditions are met by the offending Affiliate, the Affiliate may petition TC , to have the message or redirection suspended.  It is the sole decision of TC as to whether the offending Affiliate has come into compliance and, if so, whether to re-eneable the offending Affiliate's store or remove any message. During the time that any message or redirection is occurring, the Affiliate shall not have access to any reports, sales activity data, or the Sites and further, no commissions or referral fees shall accrue.  Upon termination of the redirection or message, normal access to the Sites and data shall be reinstated to Affiliate and/or Affiliate's customers or potential customers. If the offending Affilite's status is not corrected within 30 days after a breach, then this Agreement shall be terminated by TC and the offending Affiliate shall not receive any commissions accrued and not yet paid.

Rights to modify agreement. TC and/or TrafficCentral, and their associated companies may, in good faith, modify any of the terms and conditions contained in this Agreement (including the Affiliate Commission Schedule), at any time and at its sole discretion, by posting a change notice or a new agreement on the Sites. These changes will come into force immediately upon  posting.

The Affiliate's continued participation in the Program following the said posting of a change notice or new agreement shall constitute binding acceptance by the Affiliate of the change.

If any modification to this Agreement is not acceptable to the Affiliate, Affiliate's only recourse is to terminate this Agreement. Upon termination of this agreement, the former Affiliate must remove all Affiliate links and graphics from its web site, and refrain from publishing same in any manner whatsoever.

No Misuse. It is understood that any individual that uses the TrafficCentral system shall not use it in connection with obscene, defamatory, slanderous, hateful, illegal or politically disruptive material, the definition of which shall be at the sole discretion of TrafficCentral and/or TC. It is also understood that Reseller/Affiliates and Affiliates shall not try to cheat the system in an effort to increase their payments due. If such misuse is detected, the Affiliate will be immediately terminated as a Reseller/Affiliate or Affiliate and any sums paid (for any license) and any sums payable as and for commissions will be withheld All Affiliates further agree to refrain from engaging in any hostile activity toward the system. Any individual that engages in such hostile activity, such as hacking, SHALL BE HELD LIABLE for any loss sustained by TrafficCentral, TC , or associates of either of them, or any TrafficCentral Network Member due to such action.

As Is Only. There is no warranty or guarantee of any kind with respect to the TrafficCentral system as far as reliability, stability, quality or dependability. This means that TC , TrafficCentral, or associates of any of them are not responsible for any loss or damage incurred directly or indirectly due to the use of the TrafficCentral MUTANT Node Architecture or the distributed store architecture or any other facet of the system. This shall include, but is not limited to, any system malfunction, period of being inoperative or unavailable, loss of data or discontinuation of service, other inconveniences.

Fees. Affiliates shall be charged NO FEE by TC or TrafficCentral for setting up an account to join affiliate programs or to join any program.

Electronic Communications;Email. TrafficCentral and/or TC requires your primary email address be listed in your Customer Profile. Affiliates will not be able to use the Sites or participate in the Programs,Opportunties,or TC Business Opportunities,until their email addresses are verified. Those who fail to verify their email address or use an email address that generates an error response consistently (e.g.,"User is over quota"or "Mailbox full") will forfeit any commissions due and this contract will be terminated immediately.You may not use an email address with an auto responder as your TrafficCentral and/or TC email address. When you visit TrafficCentral and/or TC or send emails to either of us,you are communicating with us electronically.You consent to receive communications from us electronically.We will communicate with you by email or by posting notices on this site.You agree that all agreements,notices,disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you are a TC Reseller or TC Affiliate,you understand that you may NOT opt out of any emails that you receive from either TC or TrafficCentral. As a TC Reseller,TC Affiliate,or TC Node Owner,you must continually have a valid email account on file with TC (or TrafficCentral in the case of TC Node Owners) or we reserve the right to terminate your participation immediately,without any refund of any licenses fees paid or payment of any commission due.

Payments. TrafficCentral LLC has no active involvement with the TrafficCentral Network affiliate program at all. TrafficCentral has no involvement in affiliate payments and any dispute regarding affiliate payments must be taken up with the Node Owner, in this case, TC. TrafficCentral will not be held responsible if payments are not made to affiliates. It is also understood that each Node Owner determines what method of payment they will use. Even though the system asks if PayPal or StormPay is acceptable for payment, that does not determine whether or not a specific Node Owner will pay through PayPal or StormPay, as some may not. The same is true for mailing a check. Although the mailing address is collected, that does not indicate whether or not a particular Node Owner will mail checks, or what fee a particular Node Owner may charge as some do not offer this payment method. Each Affiliate is responsible for reviewing and accepting the Ratios and Bonuses for the Sites.

Unauthorized charging or receipt of payments through the Sites. No Affiliate, or other person or entity may use the Sites, or the TC or the TrafficCentral payment processing system, for private transactions. Any revenue collected through the Sites or through the TC payment processing system may become the sole property of TC. Any revenue collected through the TrafficCentral payment processing system may become the sole property of TrafficCentral. Specifically,TC Affiliates and TC Resellers may not link to the Sites for processing of products, services,or opportunities that are not wholly sponsored by TC and authorized by TrafficCentral and further, may not link to the Sites' store(s) for processing of any products beyond what TC has identified as saleable Products for the Sites, specific TC Reseller sales, and specific TC Affiliate sales. Should any TC Affiliate,TC Reseller,or other person or entity construct links that process orders through the TC Node Owner's Sites, or through the TC or the TrafficCentral payment processing system, the act will be considered a direct attack of computing resources with intent to damage the Sites and therefore treated as a serious computer crime. Violators will be prosecuted to the fullest extent of the law. No member of the TC Network, in any capacity, may link to the TrafficCentral Sites for the processing of any orders.

Charging or receiving any payment for assisting your Affiliates. The progress of any Affiliate benefits TC as well as the Affiliate's sponsor in many ways. If You recruit, sponsor, or obtain an Affiliate through the Sites, by any means, You should always be willing to assist such Affiliate at no charge to such Affiliate. If you are unwilling to assist such Affiliates without charge, your Membership in the TrafficCentral Network (whatever level that may be,including that of TC Node Owner, TC Reseller, TC Affiliate,or otherwise) will be deleted immediately and any credits or commissions due will be withheld permanently as partial compensation for managing the associated and impacted Affiliates. If your membership is terminated for any breach of this Agreement by You, any commissions or sums that have been accumulated will be forfeited.  Please also refer to paragraph 4(f)(viii) in the Terms and Conditions.

Affiliate Codes. You will be provided an affiliate code. Your affiliate code may be numeric and/or CaSe sEnSitIvE. For example, the code 'learn_more' is different from 'Learn_More'.  You are responsible for maintaining the secrecy and security of your affiliate code, your ID and password.  You agree to hold TC and/or TrafficCentral harmless in the event that any such information is shared by you with any other person or entity whatsoever.

No Predatory Advertising. All affiliates in the TrafficCentral Network agree to refrain from any type of predatory advertising practices, the definition of which shall be at the sole discretion of TrafficCentral, and shall include, but not be limited to, dynamically replacing the affiliate ID of one affiliate with that of another with the effect of "stealing" the commission away from the affiliate that earned it, whether this be intentional or not. Affiliates may not adjust any of the supplied or derived affiliate links to reset cookies or bypass other safeguards in the system. Affiliates understand that engaging in such practices is grounds for immediate termination and forfeiture of any earned commissions.

Liability. TC and/or TrafficCentral will not be liable for indirect or accidental damages (loss of revenue, commissions) due to Affiliate system sale tracking failures, commission processing system failures, losses of database files or backups thereof, attacks on computing resources, computer viruses, the continued viability of their products, any results of "intents of harm" to the program, or acts of God or Nature. Neither makes any claim that the operation of the Sites or the TrafficCentral Network will be error-free nor will either be held liable for any interruptions or errors.

Miscellaneous.

a) If any part of this Agreement or the Terms and Condition is declared void,this Agreement and the Terms and Conditions shall,to the maximum practicable extent,be construed without reference to that part. No term or provision of the Agreement shall be waived unless in writing and signed by the party waiving the provision,and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing. No Member,Participant,Customer,Affiliate,Reseller,or Node Owner may assign or sublicense this Agreement without both TC's and TrafficCentral's prior written consent.

b) All legal or other fees incurred in collecting returned checks or declined credit cards or any other lack of payment related to a sale made by an Affiliate will be payable by the Affiliate. Any sums not collected from the Affiliate or Affiliate's customer are not commissionable, and any fees incurred during processing or handling of sales made by the Affiliate will be deducted in whole from any commissions due to the Affiliate. Further, in the event that the commissions due the Affiliate are insufficient to cover any sums, the Affiliate agrees to pay the full amount to TC.

c) IF THE FOREGOING LIMITATIONS OR THE LIMITATIONS WITHIN THE TERMS AND CONDITIONS ARE HELD TO BE UNENFORCEABLE, TC_CAPS'S AND/OR TRAFFICCENTRAL'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO ANY PERSON OR ENTITY SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THAT PERSON OR ENTITY FOR THE PRODUCT, SERVICE, AND OR OPPORTUNITY (LICENSE).

d) To the extent you have in any manner violated or threatened to violate TC's and/or TrafficCentral's intellectual property rights,TC and/or TrafficCentral may seek injunctive or other appropriate relief in any state or United States federal court in the State of Florida,USA and you consent to exclusive jurisdiction and venue in such courts. Use of the Sites and of the TrafficCentral Network is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.  You agree that no joint venture, partnership, employment,or agency relationship exists between you and TC and/or TrafficCentral as a result of this agreement or use of the Sites and/or the TrafficCentral Network. TC's and/or TrafficCentral's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of TC's and/or TrafficCentral's right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

e) This Agreement shall be governed and construed in accordance with the laws of the State of Florida and The United States of America applicable to agreements made and to be performed in the State of Florida and in The United States of America.  You agree that any legal action or proceeding between TC and you for any purpose concerning this Agreement or the parties' obligations hereunder or between TrafficCentral and you for any purpose concerning this Agreement or the parties' obligations hereunder, will first attempt to be resolved with the help of a mutually agreed-upon online mediator. Any costs and fees (other than attorney fees) associated with the mediation will be shared equally by each of us. 

f) If it proves impossible to arrive at a mutually satisfactory solution through online mediation, we agree to submit the dispute to binding arbitration at the following location: for legal actions or proceedings between TrafficCentral and you, in Sarasota County, Florida, USA;for legal actions or proceedings between UniversalProtector and you, in Sarasota County, Florida, USA;for legal actions or proceedings between TC and You, Sarasota, Florida, USA; for legal actions or proceedings to which both TrafficCentral and TC are parties, in Sarasota County, Florida, USA, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

In no case shall You have the right to go to court or have a jury trial. You will not have the right to engage in pre-trial discovery except as provided in the rules; you will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration; the arbitrator's decision will be final and binding with limited rights of appeal.

g) Any cause of action or claim you may have with respect to the Sites, the Products, the TC Products, the Opportunities, the TC Opportunities, the Services, or the TC Services, must be commenced within ninety (90) days after the claim or cause of action arises or such claim or cause of action is barred.TC's and/orTrafficCentral 's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Either or both TC and/or TrafficCentral may assign its rights and duties under this Agreement to any party at any time without notice to you. Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly.

h) TC and/or TrafficCentral may modify this Agreement, and the agreement this creates, at any time, simply by updating this posting and without notice to you.  This is the ENTIRE agreement regarding all the matters that have been discussed.

i) Either TC and/or TrafficCentral may transfer any rights or responsibility that either may have to any person or entity whatsoever. Nothing herein shall alter or encumber the right of either TC and/or TrafficCentral to transfer any such rights or responsibilities. Any transfer by TC and/or TrafficCentral shall cause this License, and any other License Agreement then in effect (as well as any other contract between you and the transferring party) to transfer simultaneously, all without permission.

j)  This two-tier Affiliate Program may be converted to a single tier Affiliate Program at any time if it is found to be illegal in any jurisdiction.  In the event that this two-tier Affiliate Program is converted into a single tier program, the Affiliate shall still receive commissions on sales made through the Affiliate's unique link, but the Affiliate will not receive any commissions or referral fees for sales made by its Affiliates.  Further, should this Affiliate Program be deemed illegal in any jurisdiction, TC has the right to immediately terminate this program, without recourse.  If the payment processors utilized by TC determine that sales made through Affiliates cannot be processed through the payment processor, then TC has the right to immediately terminate this Program, without recourse. Nothing herein is intended to imply that TC will always offer any affiliate program, or this two-tier Affiliate Program, for all products, services, and/or opportunities sold by TC on the Sites or that TC will offer any affiliate program whatsoever.

Any rights not expressly granted herein are reserved.