PitBullTax Affiliate Program Terms of Service

THIS AFFILIATE PROGRAM AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (“AFFILIATE”) AND NEGOTIATION TECHNOLOGIES, LLC (“PITBULLTAX” OR “COMPANY”). AFFILIATE WISHES TO INCLUDE CERTAIN MATERIALS PROMOTING COMPANY AND TO INCLUDE A LINK TO COMPANY´S WEBSITE WITHIN MATERIALS ON AFFILIATE´S WEBSITE IN EXCHANGE FOR COMMISSION AS DEFINED BELOW (“AFFILIATE PROGRAM”). BY REGISTERING FOR AND PARTICIPATING IN OUR AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT SIGNUP FOR OR PARTICIPATE IN THE PROGRAM.

1. Promotional Materials.
   Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate´s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company´s website, as specified by Company.
2. Use of Promotional Materials.
   The Affiliate´s use and display of the Promotional Materials on the Affiliate´s site shall conform to the following terms, conditions and specifications:
   1. Affiliate may not use any graphic, textual or other materials to promote Company´s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
   2. Affiliate may only use the Promotional Materials for the purpose of promoting Company´s website (and the products and services available thereon), and for linking to Company´s website.
   3. The Promotional Materials will be used to link only to Company´s website and to the specific page and address as specified by Company.
   4. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration or modification.
3. License.
   Company hereby grants to Affiliate a nonexclusive, terminable, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property.
   Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties.
   This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
6. Affiliate Portal.
   “Affiliate Portal” means the Affiliate-designated ID/security-enabled control panel in which the Affiliate can access Affiliate information, including:
   1. Banners and links to be placed on Affiliate´s media sources;
   2. Promotional emails;
   3. Website traffic statistics;
   4. Sales statistics;
   5. Payment history; and
   6. Business forms.
7. Commissions.
   In exchange for Affiliate´s display of the Promotional Materials, and for Affiliate´s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission, an amount more particularly described in Schedule A, attached hereto, for each license sold to a user that registered with Company through a link on Affiliate´s website, through a link in Affiliate´s email message, or through marketing material such as, but not limited, to a promotional code from Affiliate´s brochure (the “Commission”).
   1. Company may, in its sole discretion, modify or revise Schedule A any time, and you agree to be bound by such modifications or revisions. Your continued participation in the Affiliate Program following any such change will constitute acceptance of the change.
   2. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be provided access to their accounting records on the Affiliate Portal. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within thirty (30) days of discovering such discrepancy.
   3. Company shall pay all Commissions accrued and payable to Affiliate within 15 days of the first day of each month (the “Commission Payment Date”). If, on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $30.00 then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive months, then Company shall pay all accrued and payable Commissions to Affiliate in the third month, regardless of the total amount owed.
   4. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of discovery of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.
   5. If user does not make a license purchase during their first visit to Company´s website or through an email link, but purchases a license within thirty (30) days from users first visit or email link, Affiliate shall receive a Commission. However, if license purchase is made after 30 days from the first visit, Affiliate shall not receive a Commission.
8. Affiliate´s Representations and Warranties.
   Affiliate represents and warrants the following:
   1. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
   2. Affiliate´s website does not contain content that transmits computer viruses, malware, adware, spyware, Trojan horse, worms or other harmful component of reproductive or non-reproductive nature.
   3. Affiliate´s website does not contain any materials that are:
      1. Sexually explicit, obscene, or pornographic;
      2. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
      3. Graphically violent, including any violent video game images;
      4. Solicitous of any unlawful behavior; or
      5. Transmits computer viruses, malware, adware, spyware, Trojan horse, worms or other harmful component of reproductive or non-reproductive nature.
   4. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate´s website. Nothing on Affiliate´s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
   5. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
   6. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
   7. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate´s website that reference Company or Company´s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company´s name (or any name that is confusingly similar to Company´s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company´s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company´s name, or that is confusingly similar to Company´s name.
   8. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company´s website.
9. Relationship of Parties.
   Nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the Parties. Affiliate will have no authority to make or accept any offers or representations on Company´s behalf. Affiliate will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. Affiliate is not an agent of Company and the Company expressly disclaims responsibility for any conduct by you in violation of the Agreement.
10. DISCLAIMER OF WARRANTIES. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE 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 WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. NEITHER PARTY SHALL BE LIABLE TO FULFILL ITS OBLIGATIONS HEREUNDER, FOR DELAYS IN PERFORMANCE, DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, ACTS OR OMISSION OF CIVIL OR MILITARY AUTHORITY, FIRES, STRIKES, FLOODS, EPIDEMICS, RIOTS OR ACTS OF WAR.
11. LIMITATION OF LIABILITY.
    IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR CLAIMS ARISING UNDER THIS AGREEMENT, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS OR LOST BUSINESS, WHETHER FORESEEABLE OR UNFORESEEABLE. THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. FURTHERMORE, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
12. Indemnification.
    Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate´s warranties set forth in Section 8 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
13. Confidentiality.
    Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be (“Confidential Company Information”). Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
14. Changes to Affiliate Agreement.
    Although we may attempt to notify you when changes are made to this Agreement, you should periodically review the most up-to-date version posted on the Website. Company may, in its sole discretion, modify or revise the Agreement at any time, and you agree to be bound by such modifications or revisions. Your continued participation in the Affiliate Program following any such change will constitute acceptance of the change.
15. Termination.
    Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. If this Agreement is terminated, you will immediately cease use of, and remove from your site, all links to our site, and all of Company´s trademarks, trade dress, logos, and all other materials provided by or on behalf of us to you in connection with the Affiliate Program. All Commissions earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may hold your final payment for a reasonable time to ensure the correct amount is paid.
16. Taxes.
    Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate´s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
17. Governing Law.
    This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Florida, without regard to conflicts of law principles.
18. Counterparts.
    This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
19. Severability.
    If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
20. Headings.
    The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
21. Entire Agreement.
    This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

Schedule A

to the PitBullTax Affiliate Program Terms of Service

Commission Type: Pay-Per-Sale according to the following schedule

*Residual commission on renewal is paid only if the original license has been renewed. Single-User and Multi-User licenses are renewed annually.