Profit-Alliance - Host Agreement

Profit-Alliance.com Host Agreement

This agreement ("Agreement") contains the complete terms and conditions that apply to your participation as a Host with Profit-Alliance.com, as used in this Agreement:

* "Profit-Alliance," "Profit-Alliance.com," "we," "us," and "our" refer to Profit-Alliance Corporation;

* "you" and "your" refer to you, the host of a Profit-Alliance.com Site (defined below) that is the subject of this Agreement;

* "Profit-Alliance Site" and "Site" refer to the online, configurable membership sites hosted and maintained by Profit-Alliance.com through which you will host Information (defined below) to members;

* "Profit-Alliance Network" and "Network" refer collectively to all hosted Sites, including but not limited to the Profit-Alliance web site (located at http://www.profit-alliance.com/), owned by Profit-Alliance Corporation.

* "Your Profit-Alliance Site" refers to the web pages generated for your industry on the Profit-Alliance.com site, excluding the entire Site, on which you have permission to display images, text, information, or other materials;

* "Your Content" refers to the images, text, information, and other materials you or your members upload to your Site;

* "Your Site Name" refers to the name you choose to give your Site, which is approved and subject to the terms and conditions set forth below.

1. Profit-Alliance Site.
Subject to the terms and conditions of this Agreement, Profit-Alliance Corporation will use commercially reasonable efforts to make available to you an online means ("Host Central Tools") to configure and manage a Profit-Alliance Site that will be stored on and operated from the server(s) of Profit-Alliance or its designees. Through the Host Central Tools, you will be able to add, modify and or delete relevant information for your alliance members in the boxes provided for host input.

2. Membership Fee and Payment Processing.
Membership Fee, is the monthly price Members pay in order that they may gain monthly access to the site. This fee is determined solely by Profit-Alliance, Profit-Alliance reserves the right to change this membership fee, to propose alternate fee schedules, or to establish different fee schedules at any time, in accordance with Section 17 below. As between you and Profit-Alliance, Profit-Alliance and/or its designees will be responsible for processing member fees, overseeing the membership authorization through issuing user names and passwords, processing member on-line payments, cancellations, and refunds, tracking Membership fees through the Profit-Alliance Site, providing you with online reports (in a form subject to Profit-Alliance’s discretion) summarizing such membership activity. Profit-Alliance reserves the right to reject any customer order if it does not comply with Profit-Alliance’s membership requirements (subject to modification by Profit-Alliance) or for any other reason.

3. Host Income.
As an active Profit-Alliance Host your income will be calculated as follows:
A. Membership Fees: 40% of every dollar of paid membership income generated through your hosted site each month.
example... 100 paid members paying $25.00 each, you earn $1,000.00
(100 x $25)x 40%= $1,000.00

B. Other Host Income Promotions: Promotional income may be fixed amounts and or %s
example... Host Referrals, Idea Awards, etc.

C. Membership Charge Backs: 40% of every dollar charged back by one of your members.
example... 1 paid members paying $25.00 each, you loose $10
(-1 x $25)x 40%= -$10.00

A + B - C = Your Monthly Host Income

A Profit-Alliance.com site month begins on the 1st and ends on the last day of each month.

4. Host Payments.
Each month on or before the 20th. Profit-Alliance will pay you your "Host Income" (as calculated above) for the previous month. Profit-Alliance will transfer your Host Income amount directly to your 1st Security Bank account.

If the "Host Income" payable to you for any month is less than our two hundred and fifty dollars ($250.00) minimum, Profit-Alliance may hold those fees until either this minimum is reached or this Agreement is terminated. If this Agreement is terminated by Profit-Alliance in the event of your breach, Profit-Alliance may withhold your fees until any dispute regarding your breach of this Agreement is resolved.

You agree to pay all your federal, state, and local sales, personal property, and other taxes arising as a result of this Agreement.

5. Policies and Fees.
Because any entity who becomes a Profit-Alliance member through the Site will be deemed a client of Profit-Alliance, (a) all Profit-Alliance requirements, policies, and operating procedures will apply to those clients, and (b) all data collected through the Site, including but not limited to member and host information, are and shall remain solely the property of Profit-Alliance. Profit-Alliance reserves the right to change its policies and operating procedures concerning Membership Fees or any other matter at any time at its discretion. Profit-Alliance and it’s Hosts will use reasonable efforts to provide accurate information, but does not guarantee the accuracy of any information regarding, any Topic.

6. Profit-Alliance Trademarks.
If you wish to use the Profit-Alliance trade name, trademark, and/or associated logo (collectively the "Marks") to promote your Site or for any other reason, you may download from www.profit.alliance.com/promo.shtml or please email Profit-Alliance customer service at trademark@Profit-Alliance.com and request permission to do so. If Profit-Alliance notifies you in writing that it is willing to grant you such permission, the following trademark license shall apply: Profit-Alliance grants you, for the term of this Agreement, a royalty-free, nonexclusive, nontransferable, nonsublicensable, limited, worldwide license to use the Marks for the sole purpose of promoting Your Profit-Alliance Site. You acknowledge Profit-Alliance’s ownership of the Marks and agree not to claim any ownership in such Marks. You shall at no time adopt or use, without Profit-Alliance’s prior written consent, any variation of the Marks, any mark (including without limitation Your Site Name) incorporating any of the Marks, or any mark likely to be similar to or confused with any of the Marks. Any and all goodwill arising from your use of the Marks shall inure solely to the benefit of Profit-Alliance, and neither during nor after the termination of this Agreement shall you assert any claim to the Profit-Alliance Marks or associated goodwill. You agree to cooperate fully with Profit-Alliance to ensure proper and appropriate usage of the Marks, including but not limited to adherence to Profit-Alliance’s standard usage guidelines, as may be modified from time to time. Profit-Alliance reserves the right to revoke your limited license in the Marks at any time upon prior written notice, and any license granted pursuant to this Section 6 shall terminate upon termination of this Agreement.

7. Site Promotion.
Profit-Alliance Corporation will be solely responsible for the initial site promotion and marketing. We will continue to produce marketing programs and materials which should be used by both parties to increase site membership as is reasonable and profitable for both parties. Any and all promotional activities you undertake will be subject to the terms and conditions of this Agreement, and to any other guidelines governing Site promotion that may be established and modified from time to time by Profit-Alliance (Profit-Alliance’s current promotional guidelines are available through the Host Central System).

8. Site Ownership.
You acknowledge and agree that Profit-Alliance is and shall remain the owner of the Profit-Alliance Host Network, the Site, and any and all component parts thereof, including but not limited to any intellectual property rights therein. Except as otherwise expressly set forth in this Agreement, you agree not to copy, reverse engineer, disassemble, decompile, modify, or translate all or any part of the Profit-Alliance Web Site, the Network, or the Site, provided that you may modify the Site as permitted through the use of the Host Central tools. You agree not to create a network of sites that directly competes with the Profit-Alliance Site Network, as defined above.

9. Site Content That You Upload.
You acknowledge and agree that by uploading your content to the Site using Profit-Alliance Host Central tools or any other method, you grant Profit-Alliance the worldwide, royalty-free, transferable, NONEXCLUSIVE right and license to use, reproduce, distribute, transmit, display, modify, adapt, prepare derivative works of, and perform Your Content and Site Name for the purpose of operating the Site and the Network as a whole. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT AND OR INFORMATION THAT YOU UPLOAD TO THE SITE INCLUDING WITHOUT LIMITATION. ANY REPRESENTATIONS, WARRANTIES, PRICES, CONTACT INFORMATION, OR OTHER ) AND ALL CONSEQUENCES OF THE USE OF YOUR CONTENT. You represent and warrant that Your Content does not infringe upon or violate the intellectual property rights or other rights of any third party, that you have all necessary rights to grant Profit-Alliance the aforementioned rights in Your Content, and that your Content is not defamatory, libelous, obscene, or otherwise illegal, and you agree that the burden of determining all such factors rests solely with you. You also agree to provide us, upon our reasonable request, with documentation confirming that you have all necessary rights to grant Profit-Alliance the aforementioned rights in Your Content. Because such a high volume of content is uploaded to our servers every day, Profit-Alliance does not pre-screen or monitor Your Content, but you acknowledge and agree that we shall have the right (but not the obligation) at our sole discretion to refuse or remove all or part of Your Content from the Site, and to block the Site or remove it from the Network, if in our reasonable discretion you are in violation of the terms of this Agreement or the Profit-Alliance Code of Conduct (available at Profit-Alliance Host Central).

10. Specifically Prohibited Activities.
Without limiting any other provision of this Agreement:

Because federal and state laws seek to protect consumers from spaming or blind advertising, you agree not to send any e-mail, that could be interpreted as a unsolicited e-mail. THIS IS A SERIOUS ISSUE!

Because federal and state laws seek to protect consumers from misleading advertising, you agree not to make any statement, whether on Your Web Sites, the Site, or otherwise, that could be interpreted as a representation or warranty regarding any Product.

11. Acknowledgments.
By agreeing to these terms and conditions, you represent that you are at least 18 years old and are authorized to enter into this Agreement, are entering into this Agreement on your own behalf, have independently evaluated the desirability of entering into this Agreement, and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement. You acknowledge that nothing in this Agreement should be construed as guaranteeing the purchase of any Product, or the generation of any host fees from your hosting of the Site. You represent and warrant that the Site will not be used in connection with any illegal purpose. At any time upon request by Profit-Alliance, you agree to sign a non-electronic version of this Agreement.

12. Nondisclosure.
You acknowledge that during the term of this Agreement you may obtain confidential and/or proprietary information relating to Profit-Alliance, the Network, and/or the Site ("Proprietary Information"). Such Proprietary Information shall belong solely to Profit-Alliance. Proprietary Information shall not include information that is or becomes publicly known through no wrongful act of your own or of other members of the Network. You shall not disclose Proprietary Information to third parties without the prior written consent of Profit-Alliance, and you agree to undertake reasonable measures to ensure that the Proprietary Information is kept confidential. You also agree to report immediately to Profit-Alliance any unauthorized disclosure of Proprietary Information of which you have knowledge. You acknowledge and agree that, due to the unique nature of the Network, the Site, and any Proprietary Information, there can be no adequate remedy at law for any breach of your obligations hereunder; that any such breach may allow you or third parties to unfairly compete with Profit-Alliance resulting in irreparable harm to Profit-Alliance; and therefore that, upon any such breach or threat thereof, Profit-Alliance shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.

13. Warranty Disclaimer.
Profit-Alliance has no control over the conditions under which you configure, operate, manage, or otherwise use or interact with the Site, and does not and cannot warrant the results obtained or not obtained by such use or interaction. Profit-Alliance DOES NOT WARRANT THAT YOUR USE OF OR INTERACTION WITH THE NETWORK OR THE SITE WILL BE UNINTERRUPTED OR THAT THE OPERATION OF THE NETWORK OR THE SITE WILL BE ERROR-FREE OR SECURE. Profit-Alliance DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE NETWORK, THE SITE, OR ANY PRODUCT SOLD THROUGH THE NETWORK OR THE SITE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. YOU ACKNOWLEDGE THAT THE NETWORK, THE SITE, AND ALL COMPONENT PARTS THEREOF ARE PROVIDED "AS IS" AND MAY NOT BE FUNCTIONAL ON ANY MACHINE OR IN ANY ENVIRONMENT. YOU ASSUME ALL RISK OF THE USE, QUALITY, AND PERFORMANCE OF THE NETWORK AND THE SITE. YOU FURTHER ACKNOWLEDGE THAT Profit-Alliance BEARS NO RESPONSIBILITY FOR (A) ANY PRODUCT, (B) THE PURCHASE OF (OR INABILITY TO PURCHASE) ANY PRODUCT, OR (C) YOUR CONTENT (AS DEFINED HEREIN) OR ANY THIRD PARTY'S RELIANCE THEREON. YOU AGREE THAT ANY DISPUTE REGARDING ANY PRODUCT SHALL BE DIRECTED TO THE MANUFACTURER OR SUPPLIER OF THE PRODUCT, AND NOT TO PROFIT-ALLIANCE.

14. Limitation of Remedies and Damages.
IN NO EVENT SHALL Profit-Alliance, ITS SUBSIDIARIES OR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS AND/OR AGENTS BE RESPONSIBLE OR LIABLE FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE NETWORK, THE SITE, ANY PRODUCT, THE USE OF ANY PRODUCT, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. Profit-Alliance SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING ANY PERFORMANCE UNDER THIS AGREEMENT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE NETWORK OR THE SITE IS TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 18 BELOW. IN NO EVENT SHALL Profit-Alliance’s LIABILITY EXCEED THE TOTAL AMOUNT OF REFERRAL FEES PAID TO YOU HEREUNDER.

15. Indemnification.
You agree to indemnify and hold Profit-Alliance and its subsidiaries, affiliates, suppliers, and agents harmless against any and all claims, damages, losses, costs or other expenses (including reasonable attorneys' fees) that arise directly or indirectly out of (a) your breach of this Agreement, (b) your use of the Site or Network, (c) your use or misuse of the Marks, including but not limited to your causing to be transmitted unsolicited bulk e-mail that refers to Profit-Alliance, the Site, or the Network, or (d) Your Content or Your Site Name, including but not limited to any claim that Your Content or Your Site Name infringes upon the intellectual property rights or other rights of any third party, or is defamatory, libelous, obscene, or otherwise illegal.

16. Breach of Security.
If you have reason to believe that your account with Profit-Alliance is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your Profit-Alliance ID or password), you must promptly change your Profit-Alliance password using the Administration Tool and immediately notify Profit-Alliance of the problem by notice given as described in Section 21 of this Agreement, to minimize the possibility of any unauthorized changes to or use of your member information or the Site.

17. Modification.
Profit-Alliance reserves the right to modify any of the terms and/or conditions of this Agreement, at any time and at Profit-Alliance’s sole discretion, by posting a change notice or a new agreement on our web site. Profit-Alliance will make a reasonable effort to contact each Host via email whenever major changes occur. Through your normal Host Central use you will be kept informed regarding changes that might effect you or Your Site . IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 18 BELOW. YOUR CONTINUED OPERATION OF THE SITE FOLLOWING PROFIT-ALLIANCE'S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT AT THE Profit-Alliance WEB SITE WILL BE DEEMED ACCEPTANCE OF SUCH CHANGE NOTICE OR NEW AGREEMENT.

18. Effective Date and Termination.
This Agreement shall be effective upon the date on which your Profit-Alliance Application is approved.

This Agreement may be terminated by the host, at any time and for any reason, by providing Profit-Alliance with notice in accordance with Section 21 below.

The following clauses are designed to protect and preserve the reputation of each Sr. Advisor Host, and the quality and image of the Profit-Alliance system. It is our goal to support, help and encourage each Host, especially if a crises occurs. However, in the event of actions on the part of any Host that would compromise this success system the following clauses protect us all.

This Agreement may be terminated by Profit-Alliance in the event of any breach by the Host of the terms of this Agreement, (ii) or by the advice of our Profit-Alliance Host Advisory Board (made up of your peer group of Sr. Advisor Hosts) for any issue that they feel is compromising the image of other Profit-Alliance sites or is a violation of the Sr. Advisor Host Code of Conduct (to be developed by Profit-Alliance Host Advisory Board). Any such issue that is deemed by this board to be worthy of its attention shall be brought before the Host in question with the intention of helping the Host overcome the challenge and by coming along side to assist. Only after the board determines that the Host is unwilling or unable to rectify the problem shall termination be allowed. (iii) or upon your insolvency, bankruptcy, suspension of business, assignment of assets for the benefit of creditors, voluntary dissolution, or appointment of a trustee for all or any substantial portion of your assets. Upon any termination of this Agreement your access to the Profit-Alliance Host Central will terminate, and you will immediately destroy or erase all copies of any Proprietary Information and, upon Profit-Alliance’s request, promptly confirm destruction of same by signing and returning to Profit-Alliance an "affidavit of destruction" acceptable to Profit-Alliance.

19. Survival of Certain Provisions.
Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 22 hereof shall survive the termination of this Agreement for any reason.

20. General.
This Agreement expresses the entire understanding and Agreement between the parties, and supersedes any and all prior or contemporaneous agreements, understandings, or contracts, written or oral, entered into between you and Profit-Alliance with respect to the subject matter hereof. This Agreement may not be modified except by a writing signed by an authorized representative of both parties, or as set forth in Section 17 above. Profit-Alliance’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Profit-Alliance’s right to subsequently enforce such provision or any other provision of this Agreement. No waiver of any breach of this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party. Neither your rights nor your obligations arising under this Agreement are assignable or otherwise transferable by you (whether voluntarily or by operation of law) without Profit-Alliance’s express written consent, and any such prohibited assignment or transfer shall be void and without effect; provided that if Profit-Alliance should so consent in writing, the assignee shall be bound by all of the terms and conditions of this Agreement. Notwithstanding the foregoing, Profit-Alliance may assign and/or delegate any or all of its rights or obligations hereunder without your consent. You and Profit-Alliance are independent contractors, and nothing in this Agreement shall create or be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Except as otherwise provided in this Agreement, neither party shall have the right, power, or authority to act or to create any obligation, express or implied, on behalf of the other. You will have no authority to make or accept any offers or representations on Profit-Alliance’s behalf. This Agreement is entered into in the State of Delaware, U.S.A., and shall be governed by and construed under the substantive laws of the the State of Delaware, U.S.A., exclusive of its choice-of-law rules. You expressly consent to (a) the exclusive jurisdiction of the federal and state courts within the County of Delaware in the State of Delaware, U.S.A., over any dispute arising out of this Agreement, and waive any improper venue or inconvenient forum objections thereto, and (b) service of process being effected upon you by registered or certified mail sent to the most current address for you on file with Profit-Alliance. If either party is required to retain the services of an attorney to enforce or otherwise litigate or defend any matter or claim arising out of or in connection with this Agreement, then the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded or granted, its reasonable costs and expenses (including attorneys' fees) incurred in the proceeding. If any provision of this Agreement is found invalid or unenforceable under judicial decree or decision, the remainder will remain valid and enforceable according to its terms.

21. Notice.
Unless otherwise provided herein, any notices required or permitted under this Agreement shall be sent to Profit-Alliance by e-mail to hostagreement@profit-alliance.com, with a hard copy sent to Profit-Alliance by registered or certified mail or by express, overnight delivery, addressed to Profit-Alliance.com, LCC., P.O.Box 270155, Susanville, CA 96127, ATTN: Host Agreement (or at such other address as Profit-Alliance may from time to time notify you); any notices required or permitted under this Agreement shall be sent to you at your most current address on file with Profit-Alliance, or by e-mail to your most current e-mail address on file with Profit-Alliance, or by posting a message on the Profit-Alliance Host Central site in a section entitled "Legal Information" (or similar title). All notices and demands shall be deemed complete upon receipt.

22. Export Restrictions.
You acknowledge that none of the Proprietary Information may be downloaded, transferred or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

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