Independent Contractor/Reseller Agreement
Definitions
The definitions of terms used throughout this Agreement can be found in the License/Terms and Conditions (of Use), and the Non-Disclosure/Non-Compete Agreement, both of which are incorporated herein as if they were set forth in full. This is a contract between the individual or entity requesting or purchasing a Reseller license in the TrafficCentral Network and TC .
NOTICE: THIS IS A CONTRACT. PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE “I HAVE READ AND AGREE TO THE RESELLER INDEPENDENT CONTRACTOR AGREEMENT” BOX, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS RESELLER AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT REGISTER FOR THE RESELLER PROGRAM. Each participant in the Reseller Program offered by TC is also eligible to partake in the Affiliate Program. However, you must separately agree to the Two-Tier Affiliate Program Agreement. If you do NOT accept the Affiliate Agreement, you will NOT earn commissions on any sales made by your affiliates.
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 an indirect referral fee when his/her/its Affiliate makes a qualified and permanent sale.
Each Reseller or Reseller/Affiliate is actual purchasing a right to temporarily access and temporarily use various marketing tools, marketing services, marketing websites, logos, banners, ad copy, images, and other coordinated resources or templates, that are designed to help and enable the sale of the TC products or services that are resalable by a Reseller and offered by the Sites.
Use of Marketing Resources.
To further outline the services and resources that a Reseller may use, and with the understanding that these web sites or offerings may vary in a like nature over time, Resellers may leverage a central web sites for marketing at any node they have either a Reseller agreement or Affiliate agreement with by setting up appropriate account at website TrafficCentral.biz and leveraging that site for marketing. This usage is included as part of a Reseller agreement understanding that this site is a service provided to Resellers in the TrafficCentral Global Network and is owned and operated by TrafficCentral for the purpose of all currently licensed Resellers. Use of such site indicates your agreeance to the terms and conditions of that site and that you hold TrafficCentral and TC blameless for any and all damages that you may suffer from or by use of that or similar web sites operated for the purpose of direct of indirect sales you may voluntarily choose to leverage for marketing purposes. In addition, the Sites's internal stores have special facilities and functions for Resellers that are outlined and documented in the Sites Reseller areas, or in other forms, and this license includes a Reseller's ability to leverage these features and have access to the instructions and on-going confidential information surrounding the "how to" usability information and features so long as a valid and current license is in effect and that the Reseller is in good standing with TrafficCentral and TC.
In addition to these free to use web sites/website services for Resellers, an active license is required if a Reseller wants to operate their own independent sales website that complies to other various terms and conditions as related to a separate contract with its own clauses called a TrafficSoldier website. A TrafficSoldier website and its ensuing license are designed to be used by a licensed Reseller in a manner appropriate and conducive to the benefit of the Reseller and to the reputation and quality of the overall network. As each TrafficSoldier website comes with TrafficCentral owned copyrights and trademarks, the license for use by a Reseller and the license for a TrafficCentral TrafficSoldier website are required in aggregate for operation that is in compliance with such usage. Various other forms of deliverables to support Resellers are optionally provided as well at the discretion of TrafficCentral or TC, on occasion. Expiry or Termination of this Reseller license implies termination of any and all rights to use such materials and resource and You agree to immediately terminate use of any and all services and destroy all originals and all copies of any materials provided to you.
Some Reseller licenses may include a TrafficSoldier™ website template license. Any person or entity purchasing a Reseller license may also purchase a TrafficSoldier™ website template license which may only be used by Resellers within the TrafficCentral Network, in their Traffic and Banner Advertising business.
Cost of License is Confidential.
TC Resellers agree that they will never disclose to any party other than TC or TrafficCentral the amount they paid for the license purchased. This is meant to foster the spirit of competition and free enterprise among the Resellers within the TrafficCentral Network and provides all Resellers with the same opportunities to obtain Members, Customers, Participants, Purchasers, Resellers, and Affiliates.
Reseller as Independent Contractor.
Each Reseller or Reseller/Affiliate is an Independent Contractor of TC and not an employee. Nothing herein is intended to create an employer/employee, partner, agent, or engaged in a joint venture relationship, with TC. Reseller shall be responsible for providing all tools and materials required for the performance of any and all tasks agreed to.
Reseller shall be responsible for all expenses incurred while performing services under this Agreement. Reseller will not be reimbursed for any expenses incurred in connection with the performance of services under this Agreement TC.
Reseller is an independent contractor, and neither Reseller nor Reseller's staff is, or shall be deemed, TC 's employees. In its capacity as an independent contractor, Reseller agrees and represents, and TC agrees, as follows:
(a) Reseller has the right to perform marketing and resale services for others during the term of this Agreement subject to non-competition provisions set out in Non-Compete/Non-Disclosure Agreement, which is made a part hereof as if it were set forth herein in full.
(b) Reseller has the right to control and direct the means, manner, and method, by which the marketing services anticipated by or related to this Agreement will be performed so long as they do not conflict with any laws or other terms, in this agreement or others, the Reseller may establish with TrafficCentral or
(c) Reseller has the right to perform the services anticipated by or related to this Agreement at any place or location and at such times as Reseller may determine.
(d) Reseller will furnish all equipment and materials used to provide the services anticipated by or related to this Agreement, except to the extent that Reseller's work must be performed on or with TC 's or TrafficCentral's or approved software.
(e) The services anticipated by or related to this Agreement shall be performed by Reseller, or Reseller's staff, and TC shall not be required to hire, supervise or pay any assistants to help Reseller.
(f) Reseller is responsible for paying all ordinary and necessary expenses of its staff if Reseller options to leverage any staff beyonw themselves. Reseller understands that Reseller is wholly responsible for any staff to act on the behalf of the Reseller must be in full compliance with all terms of all agreements in place with TrafficCentral and TC and that Reseller will be held fully accountable for actions of their staff as though those actions were originally introduced or affected by the Reseller themselves. Neither Reseller nor Reseller's staff shall be required to devote full-time to the performance of the services anticipated by or related to this Agreement.
(g) All financial information concerning the level of Reseller license purchased and any individual or aggregate financial information will be maintained in strict confidence and not publicized in any manner. Any pubication of financial information related to the Reseller or its relationship with TrafficCentral or TC will result in damages to all parties involved and Reseller agrees to compensate TrafficCentral or TC for any sufferage caused by such disclosure.
(h) Reseller understands that all actions done by Reseller or Reseller's staff, or any of the Resellers direct, or indirect agents unknown or otherwise to TC or TrafficCentral, will be held fully responsible for any illegal activities and that TC or TrafficCentral have the non-exclusive right to analyze and record a Reseller's actions in any manner possible to support law enforcement and to report any information useful to law enforcement or to protect the entire network or others including children, consumers, merchants, technology providers of any kind, or others. Reseller understands that such collection or disclosure of information to law enforcement does not require TC or TrafficCentral to notify Reseller of any such disclosure.
(i) TC shall not provide insurance coverage of any kind for Reseller or Reseller's staff.
(j) TC shall not withhold from Reseller's commission, which is the only form of compensation provided to a Reseller, any amount that would normally be withheld from an employee's pay. TC or TrafficCentral may withhold an incidental processing fee as a portion of transaction costs that will reduce the commission paid to a Reseller. This processing fee may be charged regardless of whether the fee is a pass thru cost from a merchant processor or others, and the fee charged may or may not be equal to or related to any costs incurred by TC or TrafficCentral.
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. These fees and figures will vary substantially over time and be adjusted from time to time without notification to Resellers, Reseller/Affiliate, affiliates, or others, so it is the sole responsibility of the Reseller to stay abreast of the latest rates and figures.
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 found in the Resellers area or on the Sites. TC strives to pay similar rates on further products, services, and opportunities, but reserves the right to pay and vary the rates or scale as necessary and without any notice to Resellers, Reseller/Affiliate, affiliates, or others.
Income Tax liabilities. Reseller agrees that Reseller 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 Reseller'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.
Before any Reseller may be a sent a commission check or other form of payment thereof, 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 to the fax number listed on the Sites. You will not receive any payment of commission/referral fees until such time as you submit the required documentation to TC .
TC shall not deduct withholding taxes or any other taxes or rates or payments required to be deducted by an employer as the undersigned acknowledges his or her responsibility to pay such as a Reseller.
Embargoed Nations; Specially Designated Nationals. The United States controls the export of products and information. Each Reseller 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 a Reseller, 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 Reseller 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 a Reseller, 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 periodically and this periodicity will vary from Node to Node within the TrafficCentral Global Network. Each Reseller should research and investigate the payment terms and schedule currently established with any Node owner in the network before making a decision to represent said Node Owner or Node's or TrafficCentral's products or services. Each node owner or operator has a right to vary commissions and the periodicity of payment as would be published in the Reseller information literature at the particular Node.
There is a minimum commission amount listed on a reseller information page of 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 Reseller. If a commission has already been paid, then it will be deducted from an active Affiliate's future commissions. If the rate of commission that an affiliate or reseller is obtaining over time does not satisfy the charge-back amount in full within 30 days, TC has a right to demand in full a payment from the Reseller to cover the charge back. If the charge-back is substantial or in the amount of over $100 dollars, TC has the same right to demand a payment in full from the Reseller of any commission amounts paid to the Reseller related to the cancelled or handicapped sale of the item or items that individually or collectively combined as an amount used to compute the inappropriately paid commission amount.
All commissions are paid in US Dollars by PayPal, bank draft, or check, or other then current methods that may be made available by technology within the Node. Resellers, Reseller/Affiliates, or affiliates, requesting bank drafts will have a processing fee deducted from the amounts paid.
Each Reseller 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 Reseller 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 Reseller and TC assumes no responsibility for non-receipt of payments made according to the payment processor elected by the Reseller, or the Reseller's lack of ability to then conform to the payment processors or processes supported by the Node. Further, TC assumes no responsibility for a Reseller not electing a payment processor. If a Reseller 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. Reseller understands that TC will make a payment in the amount of the total commission but the net amount received by a Reseller or Reseller/Affiliate may be reduced by fees at the payment processor other by other services involved in the normal payment of the commission to the Reseller.
Mixing of Products. Targeting Categories will vary from Node to Node within the TrafficCentral Network. As a Reseller 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 Reseller 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 Reseller and/or Reseller/Affiliate status and you shall not be entitled to any refund whatsoever of any sums paid for such status and/or any website template you may have purchased. Further, violation of these requirements will result in the withholding of 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 Reseller 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 Reseller will receive credit for the transaction during the following commission cycle. No sums will be due to the Reseller 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 a customer. Then, all payment processor fees are deducted. The remaining amount is a commissionable sale. This is referred to as the adjusted gross amount related to the sale. The commission rates listed on the commission schedule are then applied to determine the amount due the Reseller. 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 a reseller information page at the Sites. 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 Reseller. Any Reseller who, in the opinion of TC or TrafficCentral, breaches this rule will have their Reseller status cancelled and any outstanding commissions will be forfeited. For more detailed information on the rules pertaining to SPAM, please refer to the Terms and Conditions throughout.
Unprofessional conduct. TrafficCentral, TC, and their associated companies operate with the strictest codes of professional conduct. Any Reseller 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 Reseller status cancelled and any outstanding commissions will be forfeited.
TC reserves the right to reject any Reseller 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 or simply do not trust as working in the best interest or those that may be detrimental, in our sole opinion, related to TC or TrafficCentral product marketing.
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 Reseller's conduct.
Reseller Sales/Tracking. After signing up for the Reseller Program you will receive a unique Reseller URL (link) 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 Reseller or Reseller/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 Reseller URL or Reseller/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 Reseller or Reseller/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 Reseller Program and will end when either you or TC terminates your Reseller status, or twelve months following the date of your enrollment in the TC Reseller Program. On the anniversary date of your enrollment in the TC Reseller program, you must pay to TC an amount equal to 10% of the full license fee then in effect for a Reseller of your same level, or a minimum of $9.99 USD per year if the reseller license purchased is less than $99.99 USD. Failure to renew your license for an additional twelve month period will result in immediate termination of your Reseller status and rights to use the various marketing services and materials provided under this agreement. In addition, non-renewal or termination for any reason will cause the forfeiture of any commissions then due, and no further commissions shall accumulate.
The Reseller may terminate this agreement at any time, and for any reason, by writing to - or emailing - TC at the email address listed on the Sites. Any termination of this agreement by Reseller shall be final and Reseller shall not receive any refund of any sums paid as and for Reseller's license. The Reseller may not transfer this Agreement, or any rights conveyed in this Agreement, to any third party whatsoever.
TC or TrafficCentral may also terminate this Agreement at any time, and for any reason, by writing to Reseller at the email address listed in the Reseller's Profile, with 30 days notice. TC or TrafficCentral may transfer this Agreement to any party whatsoever, at any time, and this Agreement shall remain in full force and effect, without notice to Reseller.
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 Reseller shall forfeit all right to any commissions then due, and Reseller shall receive no refund for any sums paid for this license.
Rights to modify agreement. TC, TrafficCentral, and their associated companies may, in good faith, modify any of this Agreement and/or the Terms and Conditions (including the Reseller 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 Reseller'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 Reseller, Reseller's only recourse is to terminate this Agreement. Upon termination of this Agreement, the former Reseller must remove all Reseller links and graphics from its website, and refrain from publishing same in any manner whatsoever. Further, if Reseller has purchased a TrafficSoldier™ license, Reseller must immediately cease using any version of same. Reseller shall not be entitled to any sums paid for this license or any website template license.
Redirection. If this Agreement or any terms or conditions are breached for any reason by Reseller, TC, at its sole discretion, may choose to either terminate this Agreement and any other license of Reseller then in effect, or, may choose to temporarily disable Reseller's links to the "store" in such a way as to allow a customer to either see a message advising the customer that the Reseller's store is 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 Reseller shall have no right to any commission or referral fees from any resulting sale.
When all conditions are met by the offending Reseller, the Reseller may petition TC , to have the message or redirection suspended. It is the sole decision of TC as to whether the offending Reseller has come into compliance and, if so, whether to re-eneable the offending Reseller's store or remove any message. During the time that any message or redirection is occurring, the Reseller shall not have access to any reports, sales activitiy 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 Reseller and/or Reseller's customers or potential customers. If the offending Reseller's status is not corrected within 30 days after a breach, then the offending Reseller's licenses then in effect (including any license for a website template) shall be terminated by TC and the offending Reseller shall not receive any refund of any sums paid as and for said licenses or any commissions accrued and not yet paid.
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 Resellers shall not try to cheat the system in an effort to increase their payments due. If such misuse is detected, the Reseller will be immediately terminated as a Reseller/Affiliate or Resellers and any sums paid (for any license) and any sums payable as and for commissions will be withheld all Resellers 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. Resellers may be charged a FEE by TC for setting up an account to join the Reseller Program. This fee is for a license to use marketing resources and to educate the Reseller related to the guidelines suggested or required by TC or indirectly established by TrafficCentral to resell the products offered by TC. The amount of the fee shall be in accordance with the price listed for Reseller licenses at the Sites. All Resellers shall be prohibited from disclosing to any third party other than TC or TrafficCentral the sums paid for a Reseller license (if any).
Electronic Communications;Email.
TrafficCentral and/or TC requires your primary email address be listed in your Customer Profile. Reseller 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 autoresponder 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 Reseller Program at all. TrafficCentral has no involvement in Reseller payments and any dispute regarding Reseller payments must be taken up with TC and the related Node Owner. TrafficCentral will not be held responsible if payments are not made to Resellers. It is also understood that each Node Owner determines what method of payment they will use. Even though the system asks if PayPal is acceptable for payment, that does not determine whether or not a specific Node Owner will pay through PayPal or other means, 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 Reseller is responsible for reviewing and accepting the ratios and bonuses and commission schedule for the Sites.
Unauthorized charging or receipt of payments through the Sites. No Reseller , 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)(vii) in the Terms and Conditions.
Affiliate Codes. You will be provided a Reseller code. Your Reseller 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 Reseller 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. For further details, please refer to paragraph 4(d) which is incorporated herein.
Each Reseller may access a summary of orders made through their own Reseller ID. These reports may not be up-to-date at all times. However, if you do recognize a discrepancies, it is the responsibility of the Reseller to notify TCwithin 48 hours of noticing the discrepancy. Any abuse of this system will result in the immediate termination of your Reseller ID and the forfeiture of any sums due as and for commissions/referral fees.
No Predatory Advertising. All Resellers 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 Reseller ID or Affiliate ID of one Reseller or Reseller/Affiliate with that of another with the effect of "stealing" the commission away from the Reseller or Reseller/Affiliate that earned it, whether this be intentional or not. Resellers or Reseller/Affiliates may not adjust any of the supplied or derived Reseller or Reseller/Affiliate links to reset cookies or bypass other safeguards in the system. Resellers 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 Reseller 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 a Reseller will be payable by the Reseller. Any sums not collected from the Reseller or Affiliate's customer are not commissionable, and any fees incurred during processing or handling of sales made by the Reseller will be deducted in whole from any commissions due to the Reseller. Further, in the event that the commissions due the Reseller are insufficient to cover any sums, the Reseller agrees to pay the full amount to TC.
c) IF THE FOREGOING LIMITATIONS OR ANY LIMITATIONS WITHIN THE TERMS AND CONDITIONS ARE HELD TO BE UNENFORCEABLE, TC'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). IF NO SUMS WERE PAID FOR ANY PRODUCT, SERVICE, AND OR OPPORTUNITY (LICENSE), THEN NO SUMS SHALL BE DUE BY EITHER OF THEM.
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/or TrafficCentral '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) Should this Reseller 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 Resellers 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 reseller program, or this Reseller Program, for all products, services, and/or opportunities sold by TC on the Sites or that TC will offer any reseller program whatsoever.
Any rights not expressly granted herein are reserved.