MejorAmor.Com Affiliate Network Agreement
 
This Agreement contains the terms and conditions that shall apply to an individual's or an entity's (hereinafter "Affiliate," "Affiliate Site," or "Affiliate Member." or "you" or "your") participation in Affiliate Program (the "Program") of MejorAmor.com, a California corporation (hereinafter "MejorAmor.com," "we", "its," "us" "our" or "the Company").

This Agreement has been provided in both the English and Spanish languages for the convenience of the parties to this Agreement. The Spanish version of this agreement can be accessed at http://www.mejoramor.com/afiliados/legalSpanish.asp. In the event there is any discrepancy between the English and Spanish version of this Agreement, the English version as the original authoritative Agreement shall solely determine the right of the parties.

1. Description of Affiliate Program. The Affiliate Program provides participants the ability to earn commission as compensation for distributing the MejorAmor.com online dating service (the “Service”) available at MejorAmor.com's Web site located at url:www.MejorAmor.com (the “MejorAmor.com Site”) and generating online subscriptions to the Service. To accomplish this, participants place pre-approved MejorAmor.com Links, banner ads and other integration elements that link to the MejorAmor.com Site (collectively, the “Integrations”). Users who link to the MejorAmor.com Site via an Integration and create a unique registration to the Service in the same session are attributed to the participant that operates the relevant sponsoring Web site. When such users purchase subscriptions to the Service during the term of this Agreement using such registration, the relevant participant is eligible for a commission for such subscription as described in Section 13 (Commissions) of this Agreement.
   
2. Enrollment in the Network. To begin the automated enrollment process, you will submit a completed Affiliate Network Application via our web site. We will notify you by email of your acceptance. We may reject your site for any reason or no reason. If you are an individual, you must be at least the age of 18 (or the age of majority in your state, locality or jurisdiction in which you reside) in order to become an Affiliate Member.

MejorAmor.com reserves the right, in its sole discretion, to alter the Program at any time for any reason or for any reason or for no reason at all. MejorAmor.com reserves the right, in its sole discretion, to terminate the Program at any time for any reason or for no reason at all.
   
3. Content of Affiliates Web Site(s ). By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that his/her web site(s) does not and will not contain images or content that is in any way: unlawful, harmful, threatening, defamatory, obscene, or otherwise legally prohibited; a site facilitating illegal activity or considered obscene or harmful to minors not in compliance with applicable laws; a site or services promoting fraudulent, unlawful, misleading, or unfair business practices; a site or service containing sexually explicit material (pornography); a site or services promoting violence; a site or services that has sent unsolicited commercial e-mail within the past four years; a site or services that intends on sending unsolicited commercial e-mail at any time during the term of this agreement; a site or services promoting discrimination based on race, sex, religion, nationality, disability, or age; a site or services incorporating any materials which infringe or assist others to infringe on any copyright, trademarks, patents, or other intellectual property rights; or a site or services involving unfair competition; a site or service promoting spamming of Participant's users who have registered for the Service; a site or service promoting any other content or activity that MejorAmor.com finds objectionable in its sole discretion (collectively "Content Restrictions").
   
4. Use of Links, Promotional Materials, and Branding. Affiliate agrees that he or she will only use the links, promotional materials, and branding made available through the Program in the precise manner and mode by which such links, promotional materials, and branding are made available pursuant to the Program. Affiliate further agrees that he or she will only use such links, promotional materials, and branding for the purpose of establishing links to the MejorAmor.com website, referring users to the services made available on the MejorAmor.com website, and promoting the MejorAmor.com website. Affiliate further agrees that he or she will only use the links, promotional materials, and branding made available pursuant to the Program as additions to the content displayed on his/her web site(s) and that such links, promotional materials, and branding shall not be the sole content on his/her web site(s).

MejorAmor.com reserves the right to monitor your site at any time from time to time to determine if you are in compliance with the terms of the Agreement. We will be responsible for providing all information necessary to allow you to make appropriate links from your web site to our site. However, we reserve the right to approve and prohibit all links.
   
5. Prohibited Conduct. Affiliate represents and warrants as follows:

a. Affiliate will not alter the links, promotional materials, and branding made available pursuant to the Program and will only use such links, promotional materials, and branding in the exact shape, colors, design, and configuration in which such items are made available pursuant to the Program.
   
b. Affiliate will display all links, promotional materials, and branding made available pursuant to the Program alone, with reasonable spacing between each side of such item and other graphic or textual elements.
   
c. Affiliate will not use any links, promotional materials, and branding of MejorAmor.com other than those made available through the Program.
   
d. Affiliate will not claim or hold itself out as claiming any sponsorship by, endorsement by, or affiliation with MejorAmor.com or its subsidiary corporations, successors, and assigns.
   
e. Affiliate will not use the word "MejorAmor" or “MejorAmor.com” or any variation thereof in its domain name.
   
f. Affiliate will not use any computer program, robot, or other device which causes MejorAmor.com to record a click through where no such click through has occurred.
   
g. Affiliate will not violate or encourage any third party or entity to violate any law or regulation having the force of law, including, but not limited to, laws prohibiting the sale of certain goods and services, laws prohibiting the export of certain goods or services, and laws prohibiting the obscenity.
   
h. Affiliate will not defame, impersonate or invade the privacy of any third party or entity or encourage any third party or entity to do the same.
   
i. Affiliate will not engage in any conduct that infringes the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others or encourage any third party or entity to do the same.
   
j. Affiliate will not place links, promotional materials or branding made available through this Program on a web site(s) that violates or encourages others to violate any applicable law or regulation having the force of law, or that includes offensive or hate content, or that promotes discrimination based on race, sex, religion, sexual orientation, nationality, disability, or age.
   
k. Affiliate will ensure that its web site(s) will not inhibit a user's ability to return to the MejorAmor.com website.
   
l. Affiliate may NOT link to, display or by any other method utilize any photos, videos or any other information pertaining to any of our member(s) on your site.
   
6. Modification and Amendment of This Agreement. MejorAmor.com reserves the right, in its sole discretion, to change, modify, add or remove all or part of this Agreement. Notice of any change by the email address you provided, to your address in our records, or the posting on our site of a change notice or a new or modified agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Network rules. All such modifications may take effect immediately after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Network, following our posting of a change notice or new or modified agreement on our site, will constitute binding acceptance of the change(s).
   
7. Affiliate's Authority. Affiliate represents and warrants as follows:

7.1 That Affiliate has full power and authority under all applicable laws and regulations having the force of law to accept and be bound by This Agreement;
   
7.2 that Affiliate has full power and authority under all applicable laws and regulations having the force of law to promote MejorAmor.com by displaying the links, promotional materials, and branding offered through The Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding;
   
7.3 That Affiliate has full power and authority under all applicable laws and regulations to receive compensation in accordance with this Agreement for displaying the links, promotional materials, and branding offered through The Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding;
   
7.4 That Affiliate has full power and authority under all applicable laws and regulations to copy and display the materials (including but not limited to text, graphics and images) used or displayed at Affiliate's web site(s), including but not limited to holding all necessary licenses with respect to materials owned by third parties.
   
8. Non-Exclusive Limited License and Use of MejorAmor.com Trademarks and Logos. Affiliate will be granted a non-exclusive, non-transferable, revocable license to (i) access our site through 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 "MejorAmor.com Marks"), solely for the purpose of selling our services and memberships on your site. You may not alter, modify or change the MejorAmor.com Marks in any way. You are only entitled to use the MejorAmor.com Marks to the extent you are an Affiliate Member, in good standing. You shall not make any specific use of any MejorAmor.com Marks for purposes other than advertising memberships to the particular MejorAmor.com service(s). You agree not to use the MejorAmor.com Marks in any manner that is disparaging or that otherwise portrays MejorAmor.com in a negative or misleading light. We reserve all of our rights in the MejorAmor.com Marks, and all other intellectual property rights thereto. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement and by that time you shall cease and desist all use of the MejorAmor.com Marks.

Notwithstanding the above grant to use the MejorAmor.com Marks:

You may not create a website or webpage which uses MejorAmor.com Marks in a manner that is likely to be confused, e.g. near copies of the MejorAmor.com website, similar designs, graphics, look and feel, etc., with a MejorAmor.com webpage(s) or website. In determining whether a subject webpage is likely to be confusing, MejorAmor.com shall , without waiver, have the sole discretion and to require the removal or redesign of the offending webpage. MejorAmor.com's conclusion that a webpage or website of an Affiliate Member is not confusing, does not waive any rights of MejorAmor.com to require subsequent removal or redesign.

As an Affiliate Member of MejorAmor.com, you agree not to register a domain name using the term “MejorAmor.com,” or any other prefix of MejorAmor.com's domain names or MejorAmor.com Marks, whether these names are used alone or in combination with other words and includes all top level domains, i.e. “.com” “.net” “.org” etc. (“Prohibited Domain Name Terms”). If you have previously registered a Prohibited Domain Name Term, by continuing to remain an Affiliate Member, you agree that upon termination of your affiliate relationship, you will transfer the domain name that uses the Prohibited Domain Name Term to MejorAmor.com within 45 days. In such a case, MejorAmor.com shall pay you a reasonable fee to cover the expenses necessary to transfer the Prohibited Domain Name Term, but in no instance will the amount exceed $100.

Upon request of MejorAmor.com, Affiliate shall provide appropriate attribution of the use of MejorAmor.com's Marks (e.g., “MejorAmor.com® and MejorAmor® are registered service marks of MejorAmor.com, Inc. All rights reserved.” "MejorAmor.com” is a service mark of MejorAmor.com, Inc. all rights reserved.")
   
9. Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks. Affiliate will grant MejorAmor.com a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the "Affiliate Marks"), and to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant to us the license to use them in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
   
10. MejorAmor.com Intellectual Property. Affiliate acknowledges and agrees that the content available through The Program, including, but not limited to, links, promotional materials, and branding, and the content and Services available through the MejorAmor.com Network are protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 8 above.
   
11. Unauthorized Access. Affiliate shall not attempt directly or indirectly to gain unauthorized access to any servers controlled, in whole or in part, by MejorAmor.com or to any servers controlled, in whole or in part, by any other third party that may provide services in connection with The Program.
   
12. Notifications of Intellectual Property Infringement.

12.1 MejorAmor.com processes, investigates, and responds to notifications of alleged infringement in accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, MejorAmor.com will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. MejorAmor.com will terminate access for subscribers and account holders who are repeat infringers. Notices of claimed infringement should be directed to:

MejorAmor.com Inc.
General Counsel’s Office
P.O. Box 910214
San Diego, CA 92191
legal@mejoramor.com
   
12.2 The words "Notice of Infringement" should be put in the subject line of all such notifications. If MejorAmor.com removes or disables access to any user's material that is claimed to be infringing, MejorAmor.com may attempt to contact the user in order to give the user an opportunity to respond to the notification, although MejorAmor.com makes no promise to do so. Any and all counter notifications submitted by the user will be furnished to the complaining party. MejorAmor.com will give the complaining party an opportunity to seek judicial relief in accordance before MejorAmor.com replaces or restores access to any material as a result of any counter notification.
   
12.3 MejorAmor.com will respond to all other notifications of claimed infringement of intellectual property rights in accordance with applicable laws.
   
12.4 Affiliate agrees to assume sole responsibility for compliance by Affiliate and Affiliate's web site(s) with all applicable intellectual property laws and all other laws. In the event that MejorAmor.com should receive any notification of claimed infringement by Affiliate, Affiliate agrees to cooperate with MejorAmor.com in expeditiously responding to such notification and resolving any claim of infringement.
   
13. Commissions. MejorAmor.com shall compensate each Affiliate in accordance with MejorAmor.com's then current applicable commission schedule which may be changed or modified from time to time at our sole discretion, the current commission schedule is as follows:

13.1 One hundred percent (100%) of all First Time Subscription Fees received by MejorAmor.com from Registered Users referred to MejorAmor.com by Affiliate.

“Registered Users” shall be defined as a user who registers and creates a profile on MejorAmor.com website, and the term “First Time Subscription Fee” shall be defined as the initial membership fee paid for by user covering the initial membership term. User renewal fees are excluded from the definition of “First Time Subscription Fee” and Affiliate shall not receive any compensation for renewal fees collected from users referred to MejorAmor.com by Affiliate.
   
13.2 The potential Registered Users referred by the Affiliate will be tracked by MejorAmor.com through registration. Affiliate recognizes and accepts that a potential Registered User that visits the MejorAmor.com website and who elects not to register has the right to access it by other means (i.e. without having to access the Affiliate's link(s)). In the event a potential Registered User returns to the MejorAmor.com site and registers on a subsequent visit no commission shall be due and owing to Affiliate even though the Affiliate originally referred the potential Registered User to the website. No Commission will be paid for a User that cannot be tracked to the Affiliate.
   
13.3 MejorAmor.com shall not be obligated to pay a Commission to Affiliate until a minimum of twenty five (25) Registered Users have been generated by Affiliate and the fees generated by said Registered Users are in excess of fifty dollars ($50.00 USD) of Commissions (“Minimum Payment”) in any given month.
   
13.4 MejorAmor.com reserves the right to reduce the Commissions payable to the Affiliate pursuant to 13.1 i f a subscription is later refunded to the customer or charged back by the customer, or if a customer's check does not clear. In such cases, the Commission, and any affiliated charge back fees, will be deducted from the next monthly Commission payment to the Affiliate.
   
13.5 A ll affiliate Commissions are calculated based on the net amount of subscriptions earned, less chargeback's, refunds, resignations and other transactions that are attributable to the Affiliate for the preceding calendar month. Affiliate will receive Commission payments pursuant to section 17 of this agreement and after MejorAmor.com verifies that the registrations are authentic. Commissions will not be paid for Registered User's that MejorAmor.com determines to not be authentic. Affiliate shall at no time attempt to create or falsify Registered User's in order to increase their due Commissions.
   
13.6 Affiliate will have access to an online accounting interface which will include the Affiliate's monthly commission summaries. The accounting interface will contain the following information: (1) The number of users who have registered with MejorAmor.com resulting from an Affiliate referral; (2) The number of users who have purchased a new subscription resulting from and Affiliate referral; (3) Total amount of commissions earned based on new subscriptions (4) Registered User cancellations; (5) Any other applicable offsets; and (6) any taxes or withholding required by law. When a payment is for less than fifty dollars ($50.00), it shall be paid in the first month in which the total Commissions earned by the Affiliate exceed the Minimum Payment. The Minimum Payment is subject to change with prior notification.
   
13.7 Participation in The Program and payment of Commissions is subject to Affiliate meeting the Tax requirements. set forth is Section 30 of this agreement.
   
13.8 Payments to Affiliate shall be sent to the address provided by Affiliate upon Affiliate registration.
   
14. Tracing of Subscription Sales. MejorAmor.com will be solely responsible for tracking subscription sales. Statements of subscription sales activity will be provided to the Affiliate via the Affiliate online interface as described in Section 13.6. To protect MejorAmor.com customer privacy, the names or other personal information about specific customers will not be provided to the Affiliate but shall be retained exclusively by MejorAmor.com. In addition, all personal information about specific customers collected by MejorAmor.com shall be owned solely and exclusively by MejorAmor.com. Affiliate agrees to comply with the posted MejorAmor.com privacy policy, as it may be changed from time to time, with regard to any personal information collected by Affiliate from subscribers of MejorAmor.com in their status of MejorAmor.com subscribers. Affiliate need not comply with the MejorAmor.com privacy policy in its other dealings with persons who are also MejorAmor.com subscribers as long as it is clear to the user that they are not dealing with Affiliate as a representative of MejorAmor.com when such information is being collected.
   
15. Time Limitations For Depositing Affiliate Checks. United States (US) residents are required to cash or deposit any check from MejorAmor.com within ninety (90) days of the date the check was issued. This information is printed on all checks. MejorAmor.com is not required to reissue payment for affiliate checks older than ninety (90) days. Because of the expense involved for non-US residents to cash or deposit checks for US funds, non-US residents are allowed to hold onto their checks for a period of up to 180 days (6 months) after the first check or group of checks was issued. After this 180-day period has expired, the affiliate must return the checks by mail within 30 days to receive one check for the total amount of all the checks combined. MejorAmor.com is not required to reissue payment for affiliate checks received after this time (total of 210 days from the date of the first check that is issued).
   
16. Lost, Stolen, Or Destroyed Checks. It is the responsibility of the Affiliate to request in writing a reissue of lost, stolen or destroyed checks within the ninety (90) day period outlined above. The request must include as much information about the dates and earnings in question as possible, including the Master ID of the account and to whom the check was issued. Email requests are sufficient. Reissued checks are held to the same ninety (90) day expiration rules. All bank fees related to the issuance of replacement checks or other payments, including charges for stop orders on previously issued checks, shall be charged to the Affiliate. MejorAmor.com often receives returned checks because the mailing address provided by the affiliate was incorrect or insufficient. In these cases, we will contact the Affiliate upon receipt of the returned check. It is the responsibility of the Affiliate to respond and correct the information as necessary. After ninety (90) days without a reply from the affiliate regarding the issue, the check will become voided, and MejorAmor.com will not be required to re-issue payment. After 180 days (6 months) without a reply from the Affiliate, all payments will become null and void, and the Affiliate account will be terminated.
   
17. Time of Payments. Commissions shall be paid to Affiliate once per month, payable on or before the 20 th of every month in which a Commission payment is otherwise earned. Affiliate shall be deemed to have earned the right to a Commission if Affiliate generates a Commission equal to or in excess of $50 for a given month. Any unpaid commissions earned in one month shall be paid in the next month in which the total unpaid commissions earned by Affiliate exceed $50. MejorAmor.com reserves the right to deduct from Affiliate's next monthly commission payment any and all commissions corresponding to any cancelled and refunded MejorAmor.com membership. Where no subsequent commission is due and owing, MejorAmor.com will send Affiliate a bill for the balance of such refunded membership. Upon termination of The Program or termination of Affiliates' participation, Affiliate shall only be paid on commissions that total a minimum of $50.
   
18. Policies and Pricing . We may change our policies, terms, and operating procedures at any time and your continued use of the Affiliate program is your assent to the change or modified policies, terms, and operating procedures. Product/Service prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product/Service.
   
19. Ownership of Customer. Customers who buy membership through the Affiliate Network will be deemed to be customers of MejorAmor.com and its entities. Accordingly, all MejorAmor.com's rules, policies, terms, and operating procedures concerning all aspects of the customer relationship including, but not limited to, customer orders, customer service, and sales will apply to those customers.
   
20. Anti-Spamming Policy. "MejorAmor.com" prohibits you from engaging in any form of unsolicited commercial emailing (commonly referred to as "spamming") or the sending of e-mails that are misleading, spoofed, contain misleading subject lines, contain inaccurate or misleading sender or recipient data, or violate applicable State or Federal Statutes. For the purposes of MejorAmor.com, Inc's definition, spamming also includes similar, abusive behavior in a third party "chat room" or website or the sending of unsolicited or misleading Instant Messages, Chatroom, Newsgroup, ICQ or IRC messages. Such behavior could include automatically sending scripted text (and website URLs) disguised as "chat" or conversation into any third party chat room. MejorAmor.com at its own discretion and not as its exclusive remedy, reserves the right to suspend, terminate or by any other method, discipline any affiliate without further notice or pay if it is determined that the affiliate was spamming or in violation of this provision or in violation of applicable law. You hereby represent, agree, and warrant that you shall only send commercial e-mail to those who opted-in and consented to receive such commercial e-mail and you further represent, agree, and warrant that as proof of the above you shall maintain, use, and update in real time an "E-Mail Database" that contains a full audit trail of all persons or entities who opted-in and consented to receive any commercial e-mail advertisements sent by you (or at your request) during the term of this agreement including, the date of the opt-in consent, the manner, date, time, location (URL if by web form), scope, and method of the opt-in consent, the e-mail address (and PII and/or Static IP address if obtained) that opted-in, and all the e-mails sent to such e-mail address, and requests to opt-out by such e-mail address along with the manner, date, time, location (URL if by web form), scope, and method of such opt-out. You hereby agree to act expeditiously to remedy any and all complaints of spam or unsolicited commercial e-mail, including but not limited to, opting-out such persons from receiving further e-mails from you. You further agree to fully and immediately respond to any and all requests or queries we make of you requesting information and/or written reports of data located in the E-Mail Database. In addition, you agree to make immediately available to us for inspection and querying, upon our demand of you during the term of this agreement and for five years after termination, the E-Mail Database in a usable and secure manner remotely or in person at our discretion. You also agree to preserve the integrity of the data in the E-Mail Database, to, amongst other things, provide evidence of opt-in consent of all e-mails sent during the term(s) of this agreement, and all such E-Mail Database data will be preserved (and not erased or destroyed) during the term of this agreement and for at least five years thereafter.
   
21. E-Mail Advertising Prohibited. You are prohibited from advertising, in any manner, MejorAmor.com services through the use of e-mail or Links in e-mail. This provision prohibiting such e-mail advertising goes beyond the prohibition in Section 20 of this agreement (prohibiting the use of unsolicited e-mail advertising) and prohibits you from sending any e-mail messages advertising MejorAmor.com services or including MejorAmor.com Marks or Links even if such e-mail is permission based or double opt-in. MejorAmor.com at its own discretion and not as its exclusive remedy, reserves the right to suspend, terminate or by any other method, discipline you without further notice or pay if it is determined that you (or someone acting on your behalf) violated this provision.
   
22. Responsibility for Your Site. You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. The registration or “whois” information pertaining to any of your sites shall contain current and accurate contact information so that a third-party could have a reasonable expectation of reaching you during normal business hours by telephone, mail, facsimile and/or email. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. We reserve the right to terminate this Agreement without pay and without notice in the event that we determine that an Affiliate Member is violating a third party's intellectual property rights. We reserve the right to cooperate in any investigation (including third party investigations by governmental entities) relating to activities involving your conduct or any violation of these Terms and Conditions, including, but not limited to, disclosure of your account information to third parties in connection therewith, when, for example, your registration or “whois” information is not current or accurate.
   
23. Termination.

23.1 Termination. Affiliate's participation in The Program is terminable at any time and for any reason or for no reason at all, in MejorAmor.com's sole and unfettered discretion. Affiliate may terminate this Agreement at any time by providing MejorAmor.com with proper notification.
   
23.2 Notice of Termination. The term of this Agreement will begin upon our acceptance of your Application and will end when terminated by either party. Notice sent by email, to the address in our records, is considered sufficient notice to terminate this Agreement - whether or not such e-mail is in fact read by you.
   
23.3 Effect of Termination. Upon notice of termination, Affiliate shall promptly destroy or return to MejorAmor.com all artwork pertaining to MejorAmor.com in your possession or control. Furthermore, you must immediately remove from your site any MejorAmor.com Marks, links to MejorAmor.com, and all references to MejorAmor.com and its respective sites. If this Agreement is terminated because you have violated the terms of this Agreement, while it shall not act as our exclusive remedy you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement. Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Upon termination Affiliate shall immediately cease and desist from exercising any rights conferred by this Agreement, including, without limitation, from making any use of the links, promotional materials, and branding made available through The Program. Upon termination, Affiliate may not register for any subsequent participation in The Program or rejoin The Program, without the prior, written consent of MejorAmor.com.
   
23.4 Waiver. Affiliate expressly waives any statutory or other legal protection in conflict with the provisions of this Section 14 and any other provision of this Agreement.
   
23.5 Survival. The provisions of Sections 11, 19, 24, 25, 26, 27, 28, 29, 30, 33, 34, 35, 26, 39, and 40 shall survive any termination of Affiliate's participation in The Program.
   
24. Indemnity. Affiliate agrees to indemnify and hold harmless MejorAmor.com, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including, without limitation, penalties, interest, reasonable attorneys' fees and costs claimed, demanded, or incurred in connection with any claim or demand, made by any third party due to or arising directly or indirectly out of Affiliate's conduct, Affiliate's web site(s), Affiliate's participation in The Program, any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s), any claim that MejorAmor.com is obligated to pay tax obligations in connection with compensation paid to Affiliate pursuant to The Program, any alleged violation of this Agreement, any alleged violation of any applicable law or regulation, or any alleged violation of any rights of another, including but not limited to 1) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, 2) any failure or breach of any representation, warranty, covenant, or agreement made by you herein including, but not limited to: those representations and warranties found in Sections 3, 5, 7, 22 and 25 of this Agreement, any misuse of our name or trademarks, 4) any claim related to your site or services, including, without limitation, any content therein, 5) any claim that your content infringes copyrights or any other intellectual property rights or that your site or services are engaged in unfair competition, 6), any claim arising out of your violation of the terms and conditions of this agreement, 7) any claim that you or your site(s) violated privacy rights or failed to maintain proper security, or 8) any claim that your advertising, communications (including, but not limited to e-mail communications), or marketing is misleading or unlawful in any manner.

MejorAmor.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate, but doing so shall not excuse Affiliate's indemnity obligations. MejorAmor.com shall have the right to participate in the defense of all claims pursuant to this Section.
   
25. Disclaimer Of Warranties And Limitation Of Liability.

25.1 DISCLAIMER OF WARRANTIES. THE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM, IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOODWILL, LOSS OF BUSINESS INFORMATION AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, MEJORAMOR.COM DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. TO THE FULLEST EXTENT PERMITTED BY LAW, MEJORAMOR.COM DISCLAIMS ANY WARRANTIES WITH REGARD TO ANY LINK TO ANY COMPANY WEB SITE, OR ARISING FROM OR CONNECTION WTH THE USE OF THE PROGRAM MATERIALS, OR DUE TO ANY MISTAKES, OMISSIONS, DELAYS, ERRORS, INTERRUPTIONS IN THE TRANSMSSION, OR RECEIPT OF COMPANY'S SERVICES, CONTENT OR PROGRAM MATERIALS, INCLUDING WITHOUT LIMITATION AND LOSSES DUE TO SERVER PROBLEMS, COMPUTER OR OTHER EQUIPMENT FAILURE, OR DUE TO INCORRECT PLACEMENT OF HTML., REGARDLESS OF WHETHER BASED UPON BREACH OF CONRACT, NEGLIGENCE OR ANY OTHER CLAIM OR CAUSE OF ACTION, IN THE EVENT OF ANY NETWORK DOWNTIME, COMPUTER OR TECHNICAL ERROR WE WILL NOT BE HELD RESPONSIBLE FOR ANY LOSTS HITS, SIGNUPS, TRAFFIC OR INCOME. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT AFFILIATE'S OWN DISCRETION AND RISK AND THAT AFFILIATE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL.
   
25.2 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL MEJORAMOR.COM BE LIABLE TO AFFILIATE ON ACCOUNT OF AFFILIATE'S PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM, OR FOR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE PROGRAM. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF MEJORAMOR.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, FROM INABILITY TO PARTICIPATE IN THE PROGRAM, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PROGRAM OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE MEJORAMOR.COM NETWORK. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, MEJORAMOR.COM'S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM SHALL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE BY MEJORAMOR.COM TO AFFILIATE UNDER THIS AGREEMENT. ANY DISCREPENCANIES OR ERRORS MUST BE BROUGHT TO OUR ATTENTION WITHIN 30 DAYS OR ELSE THEY WILL BE DEEMED PERMANENTLY WAIVED.
   
26. Representations and Warranties . You hereby represent and warrant to us that your services, advertising (including, but not limited to e-mail or the web) and your web site(s) and all materials, content, goods, communications, e-mail, and services offered through and in association with you or your web site do not and shall not at any time:

violate any law, statute, ordinance or regulation or promote illegal activities;
contain or promote obscene materials, sexual material (pornography) or child pornography;
contain or promote materials that infringe on copyrights, patents, trademarks, or other intellectual property rights;
contain any materials which depict persons in a manner to suggest that they are under the age of eighteen years;
contain or promote harmful or indecent matter to minors;
promote violence;
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
contain content which is defamatory, misleading, libellous, hateful or unlawfully threatening, abusive or harassing;
involve advertising or marketing that is misleading or unlawful in any manner;
involve unfair, fraudulent, or misleading business practices or unfair competition;
include any of the Company's trademarks or service marks, or variations or misspellings thereof, in your domain names; or
involve the sending of unsolicited commercial e-mail ("spam") or chat messages or instant messenger messages;
involve any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature or features that constitute a trespass or unlawfully intrude on privacy.

You further represent and warrant to us:

That you have full authority to enter into this Agreement and that you have reached the age of majority under the laws of the state or locality where you reside and/or do business;
That you entering and performing under this agreement shall neither violate nor constitute a default under (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you;
That you will provide accurate and complete information to Company concerning your identity, bank account, address or other required information and immediately update the Company as such information changes;
That all obligations owed to third parties with respect to the activities contemplated to be undertaken by you pursuant to this Agreement are or will be fully satisfied by you, so that the Company will not have any obligations with respect thereto;
That nothing on, in or associated with your web site violates any laws, regulations, rules or customs, including but not limited to violation of regulations set forth at 18 U.S.C. Section 2357 et seq., or violate or infringe any rights of any person or entity, including any intellectual property rights, including, without limitation any copyrights, patent rights, trademark rights, trade secret rights, or rights of publicity, or any person's or entities' privacy rights or any other personal or proprietary rights of any kind; and
That you will comply with all applicable federal, state and local laws in the performance of this agreement;
That you hereby represent and warrant to us that 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; that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons.
   
27. Disclaimers . We make no express or implied warranties or representations with respect to the Affiliate Network or any product or service sold through it. 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 service interruptions or errors. You acknowledge and agree that under no circumstances shall Company, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to you, or any other person or entity, for any direct or indirect losses, injuries, special or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOODWILL, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Company web site, or arising from or in connection with the use of the Program Materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Company's services, content or Program Materials, including without limitation any losses due to server problems, computer or other equipment failure, or due to incorrect placement of HTML., regardless whether based upon breach of contract, negligence or any other claim or cause of action, In the event of any network downtime, computer or technical error we will not be held responsible for any lost hits, signups, traffic or income.
   
28. Confidentiality. We may disclose to you certain information as a result of your participation as part of the Affiliate Network, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Network Agreement made specifically for your site and not generally available to other members of the Affiliate Network, website, business and financial information relating MejorAmor.com customer and vendor lists, relating to MejorAmor.com, and pricing and sales information for MejorAmor.com and any members of the Affiliate Network, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement.

You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, customer conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
   
29. No resale, assignment, or sublicensing. Affiliate agrees not to resell, assign, sublicense, otherwise transfer, or delegate its rights or obligations under this Agreement without the prior express written authorization of MejorAmor.com.
   
30. Affiliate Tax Obligations. Affiliate shall be solely responsible for all tax obligations due to all taxing authorities arising from or in connection with Affiliate's participation in The Program, including, without limitation, foreign taxes, United States federal, state, and local withholding taxes, FICA, FUTA, Social Security, Medicare, SUI, and any other such taxes and deductions ("Taxes") with respect to any earnings or payments made hereunder, whether or not MejorAmor.com legally is required to deduct said Taxes from the payments due to Affiliate hereunder. Affiliate understands and agrees that MejorAmor.com shall not be responsible for withholding any Taxes from any payments due to Affiliate. Affiliate agrees to indemnify and reimburse MejorAmor.com from any claim for assessment of Taxes by any foreign, United States federal, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this Section.

If you are a United States citizen or resident or other non-foreign person, participation in the Program and payment of commissions is conditioned upon your satisfactory completion of Internal Revenue Service Form W-9 and any other tax forms that MejorAmor.com, in its sole discretion, determines to be necessary or appropriate. If you are a nonresident alien of the United States or other foreign person (such as a foreign corporation), participation in the Program and payment of commissions is conditioned upon your satisfactory completion of a Certification Form, the form of which shall be determined by MejorAmor.com, by which you certify that commissions you derive from participation in the Program are not effectively connected with the conduct of a trade or business in the United States. If your commissions become effectively connected with the conduct of a trade or business in the United States, you will immediately become ineligible for participation in the Program and must notify MejorAmor.com of this change in status within 30 days of the change. If no date of change is given in the notice, the change will be deemed to have occurred 30 days prior to receipt by MejorAmor.com of the notice.

Nonresident aliens participating in the Program who become a United States citizen or resident will immediately become ineligible for participation in the Program and must notify MejorAmor.com of their change in status within 30 days of the change. If no date of change is given in the notice, the change will be deemed to have occurred 30 days prior to receipt by MejorAmor.com of the notice. A former nonresident alien will thereafter become entitled to re-enter the Program upon satisfactory completion of Internal Revenue Service Form W-9 and any other tax forms that MejorAmor.com, in its sole discretion, determines to be necessary or appropriate.

It is each Affiliate's (and not MejorAmor.com's) obligation to ensure that the Affiliate obtains, completes in full and provides MejorAmor.com with the necessary and appropriate Internal Revenue Service or other tax forms so that MejorAmor.com may pay such Affiliate any commissions due Affiliate. MejorAmor.com shall not make any commission payments to an Affiliate unless and until the Affiliate provides MejorAmor.com with the necessary and appropriate Internal Revenue Service or other tax forms.
   
31. Force majeure. Under no circumstances shall MejorAmor.com be liable for any delay or failure in performance under these This Agreement resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
   
32. Independent Investigation/Mutual Drafting. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) PROVIDE TERMS TO OTHERS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. We strongly advise that you review this Agreement with your attorney before you enter into it. You acknowledge and agree that nothing herein and no statement by us or any employee, representative, agent or other person associated with us has in any way prevented or inhibited you in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that you have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith. For purposes of construction of this Agreement, both Company and you shall be deemed to have mutually drafted this Agreement and all parts thereof.
   
33. Choice Of Law And Forum. This Agreement shall be governed by and construed under the laws of the State of California of the United States of America. Any legal actions shall take place exclusively in the County of San Diego in the State of California and you hereby agree to submit to jurisdiction in San Diego County, CA. Affiliate expressly waives its right to any other law or to a foreign forum to which it may be entitled by reason of its present or future domiciles.
   
34. Arbitration. The Parties hereby consent that any legal action or proceeding arising out of, or in connection with this Agreement, including but not limited to, any action by any Party to modify, amend, rescind, annul or terminate this Agreement or seeking any extraordinary or injunctive relief, the issuance of any process in connection with such action or proceeding including, but not limited to, the execution against any property whatsoever (irrespective of its location, nature, use or intended use) first attempt to be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”).
   
35. Non-Waiver And Severability. MejorAmor.com's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of this Agreement to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of this Agreement remain in full force and effect.
   
36. Limitation of actions. Affiliate agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to participation in The Program or to these This Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
   
37. Construction. All headings in this Agreement are for convenience only and shall have no legal or contractual effect. Whenever the context permits, the use of a particular gender shall include the masculine, feminine and neuter genders, and any reference to the singular or the plural shall be interchangeable with the other.
   
38. Relationship of parties. MejorAmor.com and Affiliate are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to this Agreement has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other.
   
39. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
   
40. Attorney's Fees. In the event of any litigation to enforce the provisions of this Agreement, the prevailing party in such litigation shall be entitled to reasonable attorneys' fees.
   
41. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each party has signed one (1) such counterpart.
   
42. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the party. By clicking through the acceptance box to the MejorAmor.com Affiliate Network Agreement, Affiliate agrees to be bound by the terms of MejorAmor.com Affiliate Program.