Affiliate Agreement

ReMarksPDF Affiliate Program

Introduction

Our affiliates are very important to us. We endeavour to treat you with the fairness and respect you deserve. We ask the same consideration in return. This affiliate agreement has been written with you in mind, as well as to protect our company's goodwill.

If you have any questions, please don't hesitate to contact us. We firmly believe in straight-forward and honest communication. Please email us at affiliates@remarkspdf.com. You can also reach us via phone +61 7-3399-4010. Email is usually best given time zone differences.

Regards,

Prof Stephen Colbran ReMarksPDF Affiliate Manager

Affiliate Agreement

This is a legal Agreement between You and ReMarksPDF Pty Ltd (ReMarksPDF.com). By submitting the ReMarksPDF on-line Affiliate Application Form you agree that you have read, understand, and will comply with the terms and conditions of this Agreement. The affiliate program is administered pursuant to the policies at remarkspdf.com/legal, as well as this Agreement.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in ReMarksPDF.com’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Remarkspdf.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to ReMarksPDF.com, and "you," "your," and "yours" refer to the affiliate.

2. Affiliate Obligations

2.1. A prospective affiliate must submit a ReMarksPDF on-line Affiliate Application Form to become a ReMarksPDF.com affiliate. You must provide us with valid contact information upon registration. To begin the application process, you will complete and submit the online application at www.remarkspdf.com/affiliates

We may in our sole discretion accept or reject your application at any time. We may reject or terminate this Agreement if we determine that your site is or has become unsuitable for our Affiliate Program, including if it:

(i) Promotes sexually explicit materials.

(ii) Promotes violence.

(iii) Promotes pirated materials.

(iv) Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

(v) Promotes illegal activities.

(vi) Incorporates any materials which infringe or assist others to infringe on any copyright, trademark, patent or other intellectual property rights.

(vii) Includes “ReMarks”, "ReMarksPDF", “ReMarksXML” or variations or misspellings of these names in its domain name.

(viii) Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

(ix) Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

2.2 You may not create or design your web site or any other web site that you operate, explicitly or implied in a manner which resembles our web site nor design your web site in a manner which leads customers to believe you are ReMarksPDF.com.

2.3 As a member of ReMarksPDF.com's Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to:

(i) review our Program’s details and previously-published affiliate newsletters, if any,

(ii) download HTML code (that provides for product links to web pages within the ReMarksPDF.com web site);

(iii) download advertising banner content, if any,

(iv) browse and get tracking codes for our coupons and deals, if any.

You agree not to modify any of the above content or breach any policies, available on the ReMarksPDF.com web site. In order for us to accurately keep track of all guest visits from your web site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

You must not in any way display a ReMarksPDF.com logo, image, or trademark in any way which is distasteful, or which defames, or misrepresents ReMarksPDF.com in any way.

2.4 ReMarksPDF.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.5 The maintenance and the updating of your site will be your responsibility. We may monitor your web site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.6 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your web site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

2.7 You agree to comply with the policies stated on the ReMarksPDF.com website.

2.8 You agree to receive e-mail from ReMarksPDF.com, including but not limited to, sales, reports, training, promotional resources, newsletters and other correspondence.

2.9 You agree not to disparage ReMarkspdf.com, our products or services, or other RemarksPDF.com affiliates. You understand that disparagement may result in the immediate suspension or termination of your affiliate account, with a cancellation of any pending commissions.

2.10 You agree to only present ReMarksPDF.com, our products or services, as outlined in our website or marketing materials. Under no circumstances will you make claims regarding potential income, earnings, products, or services beyond what is stated on our web site.

2.11 You are solely responsible for any and all costs and expenses you incur in the marketing of ReMarksPDF.com, its products and services.

2.12 You agree not to list ReMarksPDF on any of the following download sites or similar software download sites: cnet.com, softlookup.com, soft32.com, softpedia.com, tucows.com, download3000.com, brothersoft.com, macupdate.com.

3. ReMarksPDF.com Rights and Obligations

3.1 We have the right to monitor your web site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the ReMarksPDF.com Affiliate Program.

3.2 ReMarksPDF.com reserves the right to terminate this Agreement and your participation in the ReMarksPDF.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the ReMarksPDF.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, ReMarksPDF.com shall not be liable to you any commissions for such fraudulent sales.

3.3 ReMarksPDF.com makes no representations or warranties regarding potential income that may result from participation in the ReMarksPDF.com Affiliate Program.

3.4 ReMarksPDF.com will make every reasonable effort to accurately track and pay commissions for all valid sales that belong to or are credited to you. ReMarksPDF.com is however, not responsible for technical problems, acts by third parties, or other events outside our reasonable control, which may temporarily interfere with, disrupt or diminish tracking or service. We are also not under any obligation to produce audited reports on tracked sales.

3.5 ReMarksPDF.com is responsible for handing all customer inquiries, fulfilling product orders, customer billing and collection of payments.

3.6 ReMarksPDF.com pricing of 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 our products or services are offered at any time, without any advance notice to you.

3.7 In-order to maintain customer privacy, We have no obligation to provide You with any specific information concerning any customer, regardless of whether or not the customer arrived at our website through an affiliate link. All customer data is the property of ReMarksPDF.com.

3.8 This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated.

4. Termination

Either party may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by You.

If this Agreement is terminated, outstanding commissions shall be paid in the next payment cycle, provided that the terms of the Agreement have not been violated by you. Payment of the final commission to you may be withheld for a reasonable time to ensure that the correct amount of commission due is paid.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion, and you agree that any such amendments apply to you. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and ReMarksPDF.com's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in ReMarksPDF.com's Affiliate Program, including continuation of the affiliate status, promoting or marketing ReMarksPDF.com, our products or services, or your acceptance of commission, following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Commissions

Commissions will be paid by ReMarksPDF.com as outlined on our web site [www.remarkspdf.com/affiliate]. ReMarksPDF.com reserves the right to change the price of products and commission percentages for products without notice. Commissions are based on the percentage of the sale price in effect at the time of sale. ReMarksPDF.com reserves the right to specify different rates of commission for individual annual licenses and annual site licenses, and for affiliates who, in the sole opinion of ReMarksPDF.com should be awarded higher rates of commission as an incentive or reward.

7. Payment

7.1 ReMarksPDF.com uses a third party to handle tracking and payment. The third party is the www.e-junkie.com affiliate network. Kindly review e-junkie’s payment terms and conditions.

7.2 All Affiliate payments will be made in U.S. dollars. If a sale is cancelled or refunded, any paid commission will be deducted from a subsequent payment. Affiliate commissions will not be paid based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. ReMarkspdf.com reserves the right to deduct in subsequent months, any commission paid for a product or service that is subsequently returned or refunded, or for any reason where the previously monthly commission was overpaid or later subject to reduction.

7.3 You are solely responsible for ensuring that your affiliate link is properly set up to have sales tracked and recorded to qualify for commissions. ReMarksPDF.com is not responsible for the failure to assign any sale or commissions to you, if that has resulted from the improper formatting of an affiliate link.

7.4 ReMarksPDF.com will only pay commissions on sales that are tracked through our tracking system and indicate that you are the source of the visit to the ReMarksPDF.com website resulting in a sale. You have no right to a commission if a buyer later returns to the ReMarksPDF.com website through another affiliate link or source and makes a purchase.

7.5 You have no right to commissions based upon subsequent sales, or where ‘cookies’ are used, overwritten or deleted even where the customer first arrived at the ReMarksPDF.com website through your affiliate link. Commissions will only be paid when the buyer makes a purchase on the same visit using your affiliate link or with your ‘cookie’ indicating you as the affiliate.

7.6 Affiliate payments will be made on a quarterly basis, provided that the amount accrued by you is at least $100 USD.

8. Access to Affiliate Account Interface

You will create a password so that you may enter www.e-junkie.com’s secure affiliate account interface. From the e-Junkie.com web site you will be able to receive your reports that will describe our calculation of the commissions due to you.

9. Promotion Restrictions

9.1. You are free to promote your own web sites, but naturally any promotion that mentions ReMarksPDF.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by ReMarksPDF.com.

9.2 Advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name and reputation. We have zero tolerance towards any affiliate associated with spam. If it comes to our attention that you are spamming and that this can be verified, we will consider that cause for immediate termination of this Agreement and your participation in the ReMarksPDF.com Affiliate Program. Any pending commission owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

For the purposes of this Agreement SPAM is defined as e-mailing anyone, in bulk, or by single mailing, about ReMarksPDF.com, our products or services, who has not specifically requested the information directly from the affiliate. Mailings to names or lists that have been purchased, including but not limited to so called co-reg lists, regardless of the opt-in procedures, are not permitted.

ReMarksPDF.com considers any type of advertisement about RemarksPDF.com, its products or services, posted to a Newsgroup or Chat Room, in violation of their posting rules, to be spam. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once.

You agree to comply with all U.S. State and Federal spam laws, including but not limited to the Federal CAN_SPAM Act. You agree to indemnify ReMarksPDF.com for any damages or fines it may be liable to pay as a result of any breaches of anti-SPAM legislation caused by you.

9.3 You may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote ReMarksPDF.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. You may post to newsgroups to promote ReMarksPDF.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from ReMarksPDF.com.

9.4 Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as ReMarksPDF.com, ReMarks, ReMarksPDF, ReMarksXML, www.remarks, www.remarkspdf, www.remarksxml, www.remarks.com, www.remarkspdf.com, remarksxml.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from ReMarksPDF’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from the ReMarksPDF Affiliate Program without prior notice, and on the first occurrence of such pay-per-click bidding behavior.

9.5 Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in ReMarksPDF’s products or services).

9.6 Affiliates shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited ReMarksPDF’s site (i.e., no page from our site or any ReMarksPDF.com’s content or branding is visible on the end-user’s screen).

In this Agreement, “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of ReMarksPDF site in IFrames, hidden links and automatic pop ups that open ReMarksPDF.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9.7 Affiliates agree not to register a domain name including the words “ReMarks”, “Remarkspdf” or “Remarksxml” or and/or any misspellings or similar alterations of these words.

10. Grant of Licenses

10.1 We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member of our Affiliate program. You agree that all uses of the Licensed Materials will be on behalf of ReMarksPDF.com and the goodwill associated therewith will inure to the sole benefit of ReMarksPDF.com.

10.2 Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

11. Disclaimer

ReMarksPDF.com makes no express or implied representations or warranties regarding the ReMarksPDF.com service and web site, or the products or services provided. Any implied warranties of ReMarksPDF.com’s ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, we make no representation that the operation of our web site or products will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors. The affiliate program is provided As Is.

12. Representations and Warranties

You represent and warrant that:

12.1 This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

12.2 You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

12.3 You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12.4 You are at least eighteen years of age. If you are under 18 years of age you are not permitted to be an affiliate.

13. Limitations of Liability

We will not be liable to you with respect to any subject matter of this Agreement under any contract, negligence, tort, warranty, strict liability, legal claim, or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business or loss of use), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall ReMarksPDF.com’s cumulative liability to you arising out of or related to this Agreement, whether based in contract, negligence, tort, warranty, strict liability, legal claim, or other legal or equitable theory, exceed the price of individual goods, products, services or total commission fees paid or payable to you under this Agreement.

14. Indemnity You agree to indemnify and hold harmless ReMarksPDF.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (collectively referred to as "Losses") insofar as such Losses (or actions that result in Losses) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, patent, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

15. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

16. Miscellaneous

16.1 You agree that you are an independent contractor, and nothing in this Agreement will create any legal entity, partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and ReMarkspdf.com. 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 web site or any other of your web site or otherwise, that reasonably would contradict anything in this provision.

16.2 You may not assign your rights or obligations under this Agreement.

16.3 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Queensland, Australia.

16.4 You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

16.5 This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

16.6 The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

16.7 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect.

16.8 ReMarksPDF.com reserves all rights not expressly granted by this Agreement.