Partner Agreement

This Agreement contains the complete terms and conditions that apply to your participation in our Partner Program. As used in this Agreement, "we" or "us" refers to MemberGate Ltd., "you" refers to the applicant, and "product" refers to a MemberGate license. You must be 18 years of age or older to enter into this Agreement with us.

1. How do I enroll in your Partner Program? Participation in the Partner Program is by invitation only. To qualify, you must:
   1. Run an active MemberGate site or be very familiar with MemberGate and its functionality.
   2. Agree to conduct MemberGate related activities in accordance with MemberGate guidelines.
   We reserve the right to approve or disapprove of any affiliate application on our discretion. To begin the enrollment process you must submit a completed Partner Program application. Upon receipt of your application we will evaluate it and notify you of its acceptance or rejection. Although we hope your application will be successful, we reserve the right to reject applications for any or no reason. For example, we may reject your application if we determine that your site is unsuitable for the Program, including if it:
   • Promotes sexually explicit materials
   • Promotes violence
   • Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
   • Promotes illegal activities
   • Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
   • Includes "membergate" or variations or misspellings thereof in its domain name
   • Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
   If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is later determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement at any time.
   You accept, we will not be liable to you for any costs, damages or lost profits as a result of our termination of this Agreement.
2. How do I link my site to MemberGate.com?
   After you complete the affiliate application form, you will receive confirmation of your acceptance into the affiliate program. You can use the Affiliate ID and Password to login into our Affiliate Tracking system to find and download your affiliate graphics, buttons and text links. These links will allow your visitors to enter our site and enable us to keep track of commissions you may earn if they purchase products from us. If we accept your application, we will provide you with instructions describing how to include and maintain links to our site. To permit accurate tracking and reporting the links we provide you are in a special "tagged" link format, or "Tagged Links". You are responsible for ensuring that each of the links between your site and our site is a Tagged Link. You agree not to modify the Tagged Links in any way.
   
   
3. How are customer orders processed?
   We will process orders placed by customers who enter our site via Tagged Links. We reserve the right to reject any orders that do not comply with our policies or conditions at the time of the order. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms and process payments. We will track sales made to customers who purchase using Tagged Links and will make available to you reports summarizing this sales activity. The form, content, frequency and method of delivery of the reports may vary from time to time in our sole discretion.
   
   
4. How do I get paid?
   We will pay you when visitors from your site use the Tagged Link to purchase products from us. Referral fees are calculated based on a percent of the "Net Sales" from "Qualifying Purchases" made during a "Session". The percent is specified in referral fee schedules to be established by us. "Net Sales" shall mean gross shipped sales from Qualifying Purchases less: Returns Postage, shipping and handling charges Sales, use or other like taxes "Qualifying Purchases" shall mean a purchase of a product offered on our site that meets the following criteria:
   • The purchase must be completed through our office.
   • The purchase must be made via a valid credit card.
   • The purchase must be completed during a "Session" (defined below).
   "Session" shall mean the period beginning upon a visitor's entry to our site via a Tagged Link (regardless of whether the visitor leaves and then returns to the site) and ending 30 days thereafter if the visitor accepts "cookies" from our site (see explanation below). Any Session in progress will automatically terminate upon the expiration or termination of this Agreement or upon the visitor deleting our cookie. Note regarding "Cookies": To keep track of the Session, we use a small text file called a "cookie" that is placed on the hard drive of the visitor's computer. Some web browsers permit users to elect not to receive cookies. Only visitors who accept cookies can be tracked for referral fees. You understand that no referral fee can be paid for any purchase made by a visitor who does not accept "cookies" or who has deleted our "cookies" during a session. In the event that referral comes from multiple affiliate recommendations, the first affiliate of record will be credited with the sale.
   
   
5. How much do I get paid?
   We will pay you per lead who becomes a MemberGate client from your affiliate link. If they purchase the $4,995 site license, you received a one-time $495 commission.
   A customer joining MemberGate as a monthly subscriber on the $97, you will receive $33 per month for every month that they are active as a member on that plan.
   If the lead pays off their site license and moves off the $97 plan then the one time commission above applies and affiliate commissions will no longer be paid out for subsequent months.
6. Affiliate Activities Affiliates must agree to conduct MemberGate related activities in accordance with MemberGate Solutions guidelines.
   Affiliates are allowed to:
   • Post a link to MemberGate.com on their own MemberGate powered sites.
   • Post a testimonial article on their own MemberGate powered sites.
   • Reply to individual email questions about MemberGate.
   • Discuss MemberGate in speeches, talks, interviews, and articles.
   Affiliate are prohibited from:
   • Use email marketing to promote or sell MemberGate.
   • Use direct mail marketing to promote or sell MemberGate.
   • Use phone marketing to promote or sell MemberGate.
   • Solicit sales of MemberGate in any way.
   All MemberGate marketing materials must be submitted to MemberGate Solutions for advance approval. All marketing materials must be approved in writing prior to use.
7. Ownership and License
   We hereby grant you a limited, non-exclusive, nontransferable, non-sub licensable, revocable right to use the graphic images and text we are providing to you solely for the purpose of creating links from your site to ours. You may not modify the graphic image or text, or any other of our images, in any way, or engage in "site framing" or similar processes. We reserve all of our rights in the graphic image and text, any of our trade names, trademarks, domain names, copyrights, trade dress and any other intellectual property rights. You agree to follow our guidelines for use of our trademarks, as those guidelines may change from time to time, in addition, you agree not to use our trademark in any search engine keyword optimization. We may revoke your license at any time by giving you written notice delivered by U.S. postal mail or email. You also agree that you shall use the Tagged Links only in order to link to our site and to promote your ability to do so pursuant to this Agreement. You agree that you shall not present the Tagged Links or any images comprising them in combination with any other name or mark, in connection with your own goods or services, or in any manner that may suggest or imply that you or your goods or services are supplied by, sponsored by, endorsed by or affiliated with us.
8. You are responsible for 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. For example, you will be solely responsible for:
   • The technical operation of your site and all related equipment posting and maintaining links to our site.
   • The accuracy and appropriateness of materials posted on your site.
   • Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
   • Ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters.
   Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
9. How long is the term of this Agreement?
   The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination in accordance with the notice provision of this Agreement. Upon the termination of this Agreement for any reason you will immediately cease use of, and remove from your site, all links to our site, and all MemberGate or MemberGate.com trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on Qualifying Purchases occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
10. Can this Agreement be modified?
    We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, 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. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THREE DAYS AFTER OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
11. What is the legal nature of our relationship?
    You and we 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 Section. This is a binding contract between you and us. By completing the application and by clicking on the "Agree" button below, you indicate your willingness to be bound by this Agreement.
12. Our liability to you is limited.
    We will not be liable for indirect, special, or consequential damages (or 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.
13. More "Fine Print"
    We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site or the links or Tagged Links will be uninterrupted or error-free, or will not be re-routed or "black holed." As a result, we might temporarily be unable to capture information regarding Tagged Links. We will not be liable for the consequences of any such interruptions or errors. The Program is intended for commercial use only.
    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 OR MAINTAIN AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB 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.
    Notices to you are effective if provided in writing to the postal addresses, electronically to the e-mail address set forth in the application or if posted on our website. Notice to us may be given in writing to MemberGate Ltd. 17 Bridgegate Howden, Yorkshire UK DN14 7AE or by emailing webmaster at membergate dot com. This Agreement will be governed by the laws of the United Kingdom without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts of Manchester, England and you irrevocably consent to the 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 enforceable against the parties and their respective successors and assigns. Our failure to enforce performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.