GoogleAdsenseAffiliate.com Membership Agreement Terms Agreement terms for joining and using GoogleAdsenseAffiliate.com By applying for and being accepted through our membership program, you agree to the following terms and conditions of participation.  Please read these terms and conditions carefully as they constitute a legal agreement between you and our company upon acceptance into our membership program.  BY PAYING FOR YOUR MEMBERSHIP FEES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT RELATIVE TO YOUR PARTICIPATION IN THE MEMBERSHIP PROGRAM.  BY SIGNING UP, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE CAREFULLY REVIEWED THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ALL SUCH TERMS AND CONDITIONS. The name of this membership program is the GoogleAdsenseAffiliate.com Membership Program (the “Membership Program”). You represent and warrant to us that you have read and understand the Privacy Policies that are included in our web site and agree to the terms set forth therein. For purposes of this Agreement, the term “you” or “your” refers to the individual or legal entity that applies for and is accepted into the Membership Program.  The term “us” or “we” refer to GoogleAdsenseAffiliate.com, the sponsor of the Membership Program.  The term “our web site” refers to the web site that we maintain at .  The term “your web site” refers to the web site in which we provide you in part for your membership fees as specified in your application for membership.  “Merchandise” means all products, services, tools, and merchandise that are offered by us for sale through our web site. 1.        MEMBERSHIP PROGRAM REGISTRATION.  To register for the Membership Program, you must complete and submit to us a Membership Program Application Form.  The Membership Program Application Form is included on our web site and can be completed and submitted to us through our web site. 2.        APPROVAL OR REJECTION OF MEMBERSHIP PROGRAM APPLICATION.  We reserve the right to approve or reject ANY Membership Program Application in our sole and absolute discretion.  You will have no legal recourse against us for our rejection of you Membership Program Application. 3.        REASONS FOR REJECTION.  Without limiting our right to reject any application for any reason whatsoever in our absolute discretion, your application will be rejected if it is non complete, if you promote a web site which contains images or content that is not acceptable to us or is inconsistent with the image that we wish to create in association with our web site, or if your programs web site contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if your programs site contains any material that appears to us to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party. 4.        TERMINATION AFTER ACCEPTANCE.  Even after we have accepted you as a Membership Program member, we reserve the absolute right to rescind or terminate your membership status for any reason in our sole and absolute discretion, including but not limited to the reasons set forth above. 5.        FINANCIAL RESPONSIBILITIES.  You will be fully responsible for all costs and expenses of maintaining and marketing the Membership Program, excluding costs associated with the creation, hosting, modification, and improvements to the affiliate web site we provide. Costs of search engine placement and other internet marketing, costs of inserting our links on other web sites, offline marketing costs, postage costs, and all other costs and expenses, are your responsibility and you hereby hold us harmless from or against he same. 6.        NO REPRESENTATIONS REGARDING INCOME POTENTIAL.  We make no representations and warranties regarding potential income that may result from participation in our Membership Program and we specifically disclaim any and all warranties relative to earning potential from your membership status. 7.        RESPONSIBILITY TO PROMOTE YOUR AFFILIATE SITE.  As a Program Membership, you will have the obligations to place links and promote your affiliate site directing users to the site.  We will make available to you button links, text links, and banner advertisements to be used for advertising which will direct users to your membership web site via hypertext link.  As a Program Membership, you are given a limited term license, during the term of your active participation as a Program Membership, to utilize our logo images that we provide to you for the purpose of promoting. 8.       We make available to our Membership, links, banners, and other information advertising our site to be used subject to the terms of this Agreement.  These materials will contain our trademarks and other proprietary property.  You may display these materials on other web sites for the purpose of promoting our site and participating in our Membership Program.  If you discontinue the Membership Program or if your participation is terminated for any reason, you will immediately cease using these materials and will delete all such materials from all web sites and from your computer.  You must obtain our approval of all links to our site that you leave on other web sites.  9.        You will only be permitted to use the links that we provide. 10.      You will not modify the links or other materials that we provide you.  You consent to us monitoring other web site to determine continued compliance with this Agreement. 11.      You consent to us including information relative to traffic from your site in our reports.  This information may be provided to outside parties. 12.      We will be responsible for handling all customer inquiries, product orders, customer billing and collection, product shipment relative to customers that enter our site through the links from your site.  Pricing of our products and services is totally within our discretion and we reserve the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to you or users accessing our site.  Our only responsibility to you in this regard is to track customer orders that occur from your web site and make reports to you of the commissions due to you as a result thereof.  All such reports shall be un-audited.  We will have no obligation to provide you with any specific information relative to any customer, regardless of whether they access our site through the link from your site. 13.      We are not responsible for the failure to assign any sale or commissions to you if the same results from the improper formatting of a link you place.  You should assure at all times that the link is appropriately formatted and report any problems that you may have with the same to us immediately. 14.      Commissions will be paid to you based upon a percentage of sales made to users who access your site.  Commissions will be calculated based upon the gross sales price, but not including any shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection costs, imports/export duties.  Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods.  We reserve the right to deduct in subsequent months for any commission that we pay that is for a product or service that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction. 15.      The percentages to be paid as commissions hereunder are currently as set forth inside the Member's area.  We reserve the right to change and amend the commission rate structure at any time, in our sole discretion. 16.      Commissions will only be paid on sales that are tracked through our online tracking system and indicate your web as the source.  There is no right to commissions if a user later returns to our site and makes a purchase through another link or source other than through your web site. 17.      We will pay commission only upon collection by us.  You have no right to commissions until the applicable customer has paid us in full.  Only purchases that are made through our online ordering process will count towards commission calculations. 18.      Commissions will be paid to you on a monthly basis on or about the 15th day of the subsequent month for amounts received by us during the previous month.  We do not guarantee an exact date of calculation of commissions or payments.  All payments will be made through the payment processor to the account that you supplied in the Membership Program Application. We reserve the right to amend to a minimum commission payment amount at any time. 19.      All parties who make purchases through your affiliate web site, regardless of whether they may have reached your affiliate web site through a link from another web site, are deemed to be our customers and not your customers relative to our products and services.  We will have the right to contact these customers and send future marketing offers to them.  Additionally, all such customers and purchases will be subject to our policies, procedures, rules and regulations and you have no right or authority to amend or offer any different offers relative to the purchase of products from your affiliate web site.  We however, reserve the right to amend any of our terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to our business and sale of products at any time in our sole discretion. 20.      We cannot guarantee product availability or the term of any price or special promotion or offer. 21.      You will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that we provide to you for use.  You may only use the images that we specifically make available to our Membership Members at the area of our web site that is specifically designated as approved images for Membership Program Members.  You may not distribute, reproduce, modify, and amend, these images in any way.  You may use these images only for the purposes of promoting your affiliate web site and products on your affiliate web site in compliance with the Membership Program policies and procedures and the terms of this Agreement.  The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies we may create and amend from time to time regarding the Membership Program.  You will only use such items in the form, size, content, and appearance that we provide them to you.  You are not permitted to modify them. This license shall immediately terminate upon your termination from the Membership Program.  We may also terminate this license upon notice to you in the event that your use of these items is contrary to or does not conform to our standards, such standards to be determined in our sole and absolute discretion.  You agree that we retain all right, title and interest in and to all such materials. We will retain all goodwill and other value associated with any of these materials. You will not gain any trademark, copyright or other proprietary rights to such materials.  You agree that you will not take any action that is contrary to or inconsistent with our rights to these materials.  You will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to us or that paints us in a false or negative light.  We may revoke the limited license granted hereunder at any time in writing to you.  Upon termination or revocation, you will immediately cease from any use this material. 22.      You are not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to us or to any other party and which may appear on your affiliate web site. 23.      You grant to us a non-exclusive right and license to use your trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing your participation in our Membership Program.  You represent and warrant to us that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party.  You represent and warrant that you are the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same.  You represent that you have the right, power, and authority to license said materials to us as aforesaid and that you are not under any legal or contractually limitation on the right to so license these materials.  We have no obligation to announce, advertise, market, or promote your participation in our Membership Program, but reserve the right to do the same at our sole discretion. 24.     You are responsible for all matters pertaining to promoting your own affiliate web site if you use another website you own including its development, maintenance, operation and placing links on your other site in compliance with the terms of the Membership Program.  You are completely responsible for all items that appear on your other site and for assuring that such items do not infringe upon or violate the rights of any other party.  We are not responsible for any matter pertaining to your other site or the content thereof and you hold us harmless and indemnify us from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to your other web site and business.   Such indemnity includes our costs and attorney fees in defending any such matter.  You represent and warrant to us that your other site does not and will not contain any materials that are illegal and that your other site is not operated for an illegal purpose or in an illegal manner. 25.     You hereby represent and warrant to us that you have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement.  The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals.  Your entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order. 26.     The effectiveness of this Agreement shall not commence until your Membership Program Application is accepted by us and payment on your behalf has been made for monthly membership fees.  The effectiveness hereof and binding effect shall occur upon our acceptance of your Membership Program Application.  This Agreement shall remain in full force and effect until terminated by you or by us.  Either of us may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement.  Notices sent hereunder shall be via Email to you at the Email address indicated in your Membership Program Application.  Any and all notices to you via Email at such address shall be deemed to be effective notice to you for all purposes. 27.     You will forfeit all right to receive past commissions that may have accrued to you if this Agreement is terminated as a result of your failure to comply with the terms of this Agreement or any policies and procedures of Membership Program that may be established and amended by us in our discretion from time to time.  If this Agreement is terminated for any other reason, you will have a right to receive your accrued commissions through the effective date of termination; provided, that if your total commissions due hereunder do not exceed US Dollars, such accrued commission shall be forfeited.  We have the right to withhold final commission payments for sufficient time in order to assure that the amount paid to you is accurate and not subject to later adjustment for returns or any other reason.  If following final payment we determine that the amount of commissions that you were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from you to us and we shall have all legal right to receive a refund of such overpaid commission from you. 28.      We reserve the right in our sole and absolute discretion, to modify, with or without prior notice, any terms and conditions of the Membership Program and the terms and conditions of this Agreement at such time we deem appropriate. Such modifications are effective upon posting on the GoogleAdsenseAffiliate.com website which will be open to the public on the same URL this page has been appearing to from the beginning. You may terminate participation in the Membership Program in the event that any of these modifications are unacceptable to you and such termination shall be your sole and exclusive remedy. In the event that you continue to participate in the Membership Program following such modifications, you will be deemed by your continued participation to accept any and all such changes. 29.      WE HEREBY DISCLAIM ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS YOUR AFFILIATE WEB SITE OR TO ACCESS OUR WEB SITE USING THE LINK FROM YOUR AFFILIATE WEB SITE.  FURTHERMORE, WE SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIM ANY AND ALL WARRANTIES RELATED TO YOUR WEB SITE, THE MEMBERSHIP PROGRAM, YOUR PARTICIPATIONS IN THE MEMBERSHIP PROGRAM, YOUR ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN OUR MEMBERSHIP PROGRAMS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON OUR COURSE OF DEALING OR USAGE OF TRADE.  WE DO NOT REPRESENT OR WARRANT THAT YOUR AFFILIATE WEB SITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO OUR LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION. 30.      WE SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER WE WERE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME. 31.      Without limiting the forgoing, our total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by us pursuant to the terms hereof. 32.      In the event that any information is disclosed to you through your participation in the Membership Program related in any way to our company and business which we deem to be confidential and proprietary, you agree to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for your own purposes.  Confidential information will include any information regarding our changes or modifications to this Agreement or our Membership Program (which we shall have no obligation to make) or any special treatment that you may receive (which we reserve the right to provide in our sole discretion to any membership).  Confidential information shall also include any and all information related to our business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which we consider to be confidential and proprietary. 33.      You hereby indemnify and hold us, and all of our stockholders, officers, directors, employees, contractors, memberships, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that we may incur and which are based in whole or in part upon your participation in the Membership Program, any claims that any of your trademarks and other proprietary material infringe upon the rights of any other party, your breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Membership Program, or any claim related directly or indirectly to your use, operation or the content of your web site. 34.      The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties.  The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant.  You have no power or authority to bind us to any obligation, agreement, debt or liability.  You shall not hold yourself out as an agent or representative of our company. 35.      This Agreement is only for the benefit of the party that you list in the Membership Program Application.  You shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity.  Any attempted assignment shall be void. 36.      If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement. 37.     This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supercedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof.  Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein. 38.      We pay our affiliates for referring paid members. Therefore, we cannot process refunds to Gold Members after their first 12 months Gold membership. All paid Members are also responsible for canceling their subscriptions with their payment processing company when they cancel their account with GoogleAdsenseAffiliate.com. 39.      When you register for the Membership Program, you agree to receive messages from your upline in the Membership Program and from the GoogleAdsenseAffiliate.com administration. 40.      YOU REPRESENT, WARRANT, ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY AND FULLY UNDERSTAND AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.