TERMS AND CONDITIONS
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND WINHUNDRED, LLC. ("WINHUNDRED"). BY CONTRACTING WITH WINHUNDRED, LLC. YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. General: No terms or conditions other than those set forth in this Agreement (“Agreement”) are binding on WinHundred unless specifically agreed to in writing by WinHundred.
2. Reporting: WinHundred will deliver to affiliate all reports on a monthly basis, and if possible, upon request by affiliate. All such reports will be deemed final and binding, unless disputed by affiliate in writing within five (5) business days of affiliate’s receipt of such reports.
3. Marketing Messages: All artwork and copy delivered by WinHundred to affiliate under this Agreement may not be changed or modified in any respect without the prior written consent of WinHundred.
4. Payment: Affiliates will receive $.35 per unique registrant at WinHundred's web site. Payment will be made on the 15th of each month. The payment schedule is as follows:
| January Commissions - Paid on the 15th of March |
| February Commissions - Paid on the 15th of April |
| March Commissions - Paid on the 15th of May |
| April Commissions - Paid on the 15th of June |
| May Commissions - Paid on the 15th of July |
| June Commissions - Paid on the 15th of August |
| July Commissions - Paid on the 15th of September |
| August Commissions - Paid on the 15th of October |
| September Commissions - Paid on the 15th of November |
| October Commissions - Paid on the 15th of December |
| November Commissions - Paid on the 15th of January |
| December Commissions - Paid on the 15th of February |
This schedule may be changed at any time by WinHundred LLC. Changes in this schedule will be posted to this web page. The parties understand that WinHundred LLC. is acting as an agent for a principal who is a client of WinHundred LLC. WinHundred LLC. and affiliate agree that payment for all sums due and payable to the affiliate will be made by WinHundred, LLC. to affiliate after receipt of payment from the client. WinHundred will report results to affiliate as often as possible, and affiliate will invoice WinHundred based on the monthly total of such reporting.
5. Representations, Indemnifications and Licenses: Affiliate hereby represents and warrants, at all times during the term of this agreement, that (i) all consumers in the Affiliate’s online database or web site that receive the marketing message for the promotion contemplated in this Agreement are permission-based, and (ii) no email Spam will be generated by Affiliate under this Agreement. Affiliate shall indemnify and hold harmless WinHundred from and against any claims, losses, damages, or expenses incurred by WinHundred resulting from or in connection with Affiliate’s breach of any agreement, representation or warranty herein, including, without limitation, claims for spamming or other violation of rights of privacy. In the event of any Spam complaints, in addition to any other remedies that may be available to WinHundred, Affiliate shall immediately provide WinHundred with the following information regarding each complainant: registration date, registration time, privacy policy at the time of registration, source of registration, offer/product registered for or purchased and IP address of registration.
6. Choice of Law and Venue: This contract shall be interpreted and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws provision, and with the same force and effect as is if fully executed and performed therein. Each party hereby consents to the exclusive personal jurisdiction of the courts of the State of New York, New York County, acknowledges that venue is proper only in any such state court or Federal court in the State of New York, and waives any objection that may exist, now or in the future, with respect to any of the foregoing.
7. Publicity and References: WinHundred shall be permitted to identify Affiliate as a WinHundred Affiliate, and may use Affiliate’s name as part of its marketing materials. Either party may issue a press release generally announcing this marketing relationship, but only with other party’s consent. The terms and conditions of this Agreement must be held confidential by Affiliate at all times, unless otherwise agreed to by WinHundred.
8. Non-circumvention: With respect to any promotion or offer made to Affiliate’s consumer database or web site by WinHundred, Affiliate will not, directly or indirectly, make the same or similar offer on behalf of the Protected Customers other than through WinHundred during the term of this Agreement and for a period of 2 months thereafter.
9. Termination: WinHundred may terminate the term of this contract at any time upon 48 hours prior written notice to Affiliate.
10. Miscellaneous: This contract cannot be sold, assigned or transferred by Vendor to any party. If any portion of the contract is found unenforceable for any reason, the remainder will remain in full force and effect. No waiver by WinHundred shall operate as a waiver of any other provision or any subsequent default. This document represents the entire agreement of the parties and supercedes any prior understanding between the parties with respect to the subject matter herein. Any modifications must be in writing and signed by an authorized representative of WinHundred and Affiliate. In the event any of the terms and conditions conflict with the front page of this Agreement, then the terms set forth on the front page shall govern. The undersigned is legally empowered with due corporate authority to enter into this Agreement.