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Voip.com Affiliate Agreement

THIS AGREEMENT (the "Agreement") is made by and between Voip.com, a Florida Corporation (the "Company"), and you (the "Affiliate," and collectively, the "Parties").

Affiliate's Acceptance of the Agreement. The Affiliate signifies its irrevocable acceptance of the Agreement upon the earlier of: (i) clicking on the "Sign Up for the Affiliate Program" button during the Sign Up process; (ii) by participating in the Affiliate program; (iii) by linking or otherwise directing traffic to the Company website; or (iv) logging on to the Affiliate account. If the Affiliate does not agree to be bound by the Agreement, then the Affiliate should not take any of the foregoing actions described in (i) through (iv)-the Affiliate should not participate in the Affiliate Program. The Affiliate is not authorized to participate in the Affiliate Program or use any materials/actions described above without agreeing to be bound by the Agreement.

WHEREAS Affiliate wishes to include certain materials promoting Company, and to include a link to Company's website within those materials on Affiliate's website;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

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:

a. 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.

b. 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.

c. The Promotional Materials will be used to link only to Company's website, to the specific page and address as specified by Company.

d. 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 of modification.

3. License. Company hereby grants to Affiliate a nonexclusive, 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. Commissions.

a. 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 (the "Commission") based on the agreement between the parties. Affiliate understands that the agreed amount of the Commission is that displayed on the Company’s website, www.Voip.com.

b. Parties agree that the first payment of the Commission is paid to the Affiliate by the Company is initiated on the fourth Sunday after Affiliate signs up, unless agreed on other terms and Affiliate obtains prior written consent for such change from Company.

c. Definition of Sale. Company defines “Sale” when a customer successfully signed up for any of the Company’s phone plans with a verified U.S. Credit Card and Company makes the first successful charge on the same credit card.

d. 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 given reasonable access to these records upon request. 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 14 days of discovering such discrepancy.

e. For the purposes of this Agreement, a "Bona Fide Click-Through" shall be defined as any successful attempt by a visitor of Affiliate's website to click on the link within the Promotional Materials on Affiliate's website and to visit Company's website. Company shall have sole discretion to determine whether any particular click-through or class of click-throughs shall qualify as Bona Fide Click-Throughs. Affiliate shall not attempt to: (i) artificially attempt to generate click-throughs to Company's website by use of deception or misrepresentation; (ii) manipulate, incentivize, or otherwise encourage Affiliate's employees, agents, customers, or other persons to click the link to the Company's website for any purpose other than the promotion of the services and/or products offered through Company's website; or (iii) create or employ any mechanism designed to artificially or automatically generate click-throughs to Company's website.

f. Company shall pay all Commissions accrued and payable to Affiliate weekly with ACH Direct Deposit payments on the "Commission Payment Date". If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $50.00, then such accrued and payable balance shall be held over to the following week, and paid together with the Commissions due for that week should the total amount be $50.00 or greater. Affiliates outside the United States are paid monthly and only paid by Company if the accrued and payable commission amount is equal or greater than $250.00. For every payments made to Affiliates outside the United States an international wire transfer fee of $30.00 will be deducted by the Company from the Affiliate's payout amount.

g. Company is not responsible for lost commissions resulted by deleted cookies by customers unless the sale is undoubtedly proven and agreed on by both parties and not disputed by other affiliate(s).

h. Payment periods are defined and calculated from Sunday to Saturday by U.S. Eastern time.

i. Chargebacks. Company may apply a debit to the Affiliate's Account in an amount equal to a Commission previously credited to the Affiliate's Account in circumstances of: (i) product returns; (ii) duplicate entry or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Customer by the Company; or (v) Affiliate's failure to comply with the Company's Terms of Service or other agreement with Company ("Chargeback"). Chargebacks may be applied to Affiliate's Account at any time, including previous payment cycles.

j. Chargeback Period. The number of days by which applied debits are calculated as a result of chargebacks (and cancellations) are governed by the Affiliate’s account standing with the Company. The Chargeback Period is determined by the Company and displayed on the Affiliate's online account.

k. Fees. Affiliate may be charged a Service Fee for aforementioned debits (“Chargebacks” section of this agreement). The amount of the Service Fee is posted on the Affiliate’s online account

l. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days 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.

7. Affiliate's Representations and Warranties. Affiliate represents and warrants the following:

a. 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.

b. Affiliate's website does not contain any materials that are:
i. Sexually explicit, obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent, including any violent video game images; or
iv. Solicitous of any unlawful behavior

c. 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.

d. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.

e. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

f. 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.

g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company's website.

8. 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 7 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.

9. 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.

10. Term.
a. This Agreement shall take effect upon acceptance of the agreement, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.

b. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.

11. CAN-SPAM Act. Affiliate using online or other electronic methods of sales channels must comply with the 2003 CAN-SPAM Act. Affiliate agrees that Company may terminate the Affiliate from the Affiliate Program if the rules of the aforementioned Act are not followed.

12. 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. Company requires Affiliate to provide Internal Revenue Service Form W-9 before making the first commission payment. By submitting a W-9, Affiliate certifies that the tax id number provided is correct and accurate and that Affiliate is not subject to backup withholding.

13. Limitation of Liability. Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

14. 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.

15. 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.

16. 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.

17. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

Voip.com AFFILIATE PROGRAM
102 NE 2ND STREET SUITE 381
BOCA RATON FL 33432

18. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

19. 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.

IF AFFILIATE IS AN INDIVIDUAL, AFFILIATE REPRESENTS AND WARRANTS THAT AFFILIATE WAS AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.