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 PLEASE READ THIS AGREEMENT CAREFULLY. BY JOINING THE AVANTLAYER.COM AFFILIATE PROGRAM YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING AVANTLAYER'S PRIVACY POLICY & ACCEPTABLE USAGE POLICY. YOUR CONTINUED PARTICIPATION IN THIS PROGRAM ALSO CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. These Terms and Conditions govern participation in the AvantLayer.com Affiliate Program (hereinafter, either the "AvantLayer.com Affiliate Program" or the "Program"), which is offered by AvantLayer.com, LLC, its subsidiary companies, affiliate companies, successors and assigns (hereinafter collectively referred to as "AvantLayer.com"), which operates web sites accessible through www.AvantLayer.com and AvantLayer.com, among other URLs (collectively referred to as the "AvantLayer.com Network"). The Program is offered to individuals or entities operating other web sites subject to these Terms and Conditions. The term "Affiliate" shall refer to any individual or entity who joins the AvantLayer.com Affiliate Program and accepts these Terms and Conditions by changing the “I Disagree” drop-down menu to “I Agree” at http://www.avantlayer.com/cgi-bin/affiliates/signup.cgi to subsequently create an affiliate account and anyone referring sales to AvantLayer.com in return for compensation. 1.0 AVANTLAYER.COM AFFILIATE PROGRAM The AvantLayer.com Affiliate Program enables users to add certain links and promotional features to their web sites for which they will be eligible for compensation in accordance with, and subject to, these Terms and Conditions. AvantLayer.com reserves the right, in its sole discretion, to alter the Program at any time for any reason or for no reason at all. AvantLayer.com reserves the right, in its sole discretion, to terminate the Program at any time for any reason or for no reason at all. 2.0 REGISTRATION AND ACCEPTANCE 2.1 Age of Consent. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that he or she is of the legal age of consent in all applicable jurisdictions and, in any event, is at least 18 years of age. 2.2 Authority to Participate By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that he or she can lawfully bind him or herself to these Terms and Conditions and can lawfully participate in the Program in the jurisdiction(s) where Affiliate is located. No Affiliate may participate in the Program where doing so would be prohibited by any law or regulation having the force of law applicable to Affiliate. 2.3 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, display, promote or include obscene, indecent, violent, discriminatory, illegal, pornographic, or adult content, including, but not limited to, text, graphics and images. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that his/her web site(s) contains and displays content (including, but not limited to, text, graphics and images) in addition to the links, promotional materials, and branding made available pursuant to the Program. 2.4 Information Submitted by Affiliate. By accepting these Terms and Conditions, Affiliate represents and warrants: (i) that all information submitted by Affiliate in registering for the Program is true, accurate, current, and complete; and (ii) that Affiliate shall maintain and update information submitted in registering for the Program in order to keep it true, accurate, current and complete at all times. If any information that Affiliate submits in the registration process is untrue, inaccurate, not current or incomplete, AvantLayer.com shall have the right to terminate Affiliate's participation in the Program, in addition to other remedies available to it under law, all of which are expressly reserved. 2.5 Binding Acceptance. In order to participate in the Program, Affiliate will be required to enter certain registration information and to change the “I Disagree” drop-down menu to “I Agree” at http://secure.AvantLayer.com/cgi-bin/affiliates/signup.cgi and subsequently create an affiliate account. By providing registration information and changing the drop down menu to "I Agree," Affiliate agrees to be bound by these Terms and Conditions. If these Terms and Conditions or any future amendment or modification thereto are unacceptable to Affiliate, Affiliate may cancel its participation in the Program pursuant to Section 8 regarding termination. 2.6 Modification and Amendment of Terms and Conditions AvantLayer.com may amend or otherwise modify all or part of these Terms and Conditions at any time. Affiliate agrees that AvantLayer.com's posting of any amendments or modifications to this website (http://www.avantlayer.com/company/affiliate/) and notification to Affiliate via email to the email address supplied by Affiliate to AvantLayer.com shall constitute adequate notice to Affiliate. If any material modification to these Terms and Conditions is unacceptable to Affiliate it shall be Affiliate's responsibility to terminate their affiliation as provided in Section 8 of this Agreement. If Affiliate does not terminate this Agreement within 10 days of the material modification then Affiliate's continued affiliation will constitute acceptance by Affiliate of the amended or modified Terms and Conditions of this Agreement. 3.0 AFFILIATE'S OBLIGATIONS 3.1 Responsibility for Web Sites. Affiliate acknowledges and agrees that he or she shall be solely responsible for Affiliate's web site(s) and all content, products, services, and/or links displayed on or made available through or in connection with such web site(s). Affiliate shall not publish any content harming, disparaging, or damaging AvantLayer.com's reputation in any manner. 3.2 Affiliates Hosting with AvantLayer.com. Affiliate acknowledges and agrees that AvantLayer.com's Affiliate Program is not designed for Affiliates to receive commissions for their own hosting account and no such commissions will be paid to Affiliate, unless the Affiliate clearly states that it's for "Evaluation Purposes." If Affiliate purchases hosting services for its own use from AvantLayer.com, AvantLayer.com may deduct such hosting fees from commissions due to Affiliate. 3.3 Use of Links, Promotional Materials, and Branding. Affiliate agrees that he or she will only use the links, promotional materials, and branding made available by AvantLayer.com 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 AvantLayer.com web site, referring users to the services made available on the AvantLayer.com web site, and promoting AvantLayer.com as an entity as well as AvantLayer.com’s services. 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). Affiliate agrees that he or she will always identify himself or herself as an Affiliate when promoting AvantLayer.com's services (i.e. through Google AdWords or Overture search engine campaigns) by putting the word "Affiliate" in such ads to avoid confusion. 3.4 Prohibited Conduct. Affiliate acknowledges, represents, and warrants as follows:
3.6 Email and Phone Contact. Affiliate hereby permits AvantLayer.com to contact Affiliate through email and phone and at Affiliate's mailing address, provided to AvantLayer.com by Affiliate, for the duration of this agreement. Due to AvantLayer.com's need to communicate with its Affiliates, Affiliate cannot "opt-out" of AvantLayer.com's Affiliate mailing lists or phone list unless Affiliate terminates its entire Affiliate relationship with AvantLayer.com. 4.0 AFFILIATE'S AUTHORITY Affiliate represents and warrants as follows:
5.0 PROPRIETARY RIGHTS 5.1 License. Affiliate is hereby granted a non-exclusive, non-transferable license to copy onto and display from Affiliate's web site(s) the links, promotional materials, and branding made available through the Program in accordance with, and subject to, these Terms and Conditions during such time as Affiliate is eligible to participate, and is, in fact, participating, in the Program. Except as expressly stated herein, Affiliate shall not make any other use of the links, promotional materials, and branding made available through the Program. 5.2 AvantLayer.com Intellectual Property. Affiliate acknowledges and agrees that the content made available through the Program, including, but not limited to, links, promotional materials, and branding, and the content and Services available through the AvantLayer.com Network are protected by AvantLayer.com's copyrights, trademarks, patents, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 5.1 above. 5.3 Unauthorized Access. Affiliate shall not attempt, directly or indirectly, to gain unauthorized access to any servers controlled, in whole or in part, by AvantLayer.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. 5.4 Notifications of Intellectual Property Infringement AvantLayer.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. Notices of claimed infringement should be directed to: AvantLayer.com LLC Legal Department - DMCA Complaints 9962 Brook Rd #611. Glen Allen, VA. 23059 The words "Notice of Infringement" should be put in the subject line of all such notifications. AvantLayer.com will respond to all other notifications of claimed infringement of intellectual property rights in accordance with applicable laws. 5.5 Notifications of Claimed Infringement by Affiliate. 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 AvantLayer.com should receive any notification of claimed infringement by Affiliate, Affiliate agrees to cooperate with AvantLayer.com in expeditiously responding to such notification and resolving any claim of infringement. 6.0 COMPENSATION 6.1 Commissions. AvantLayer.com shall compensate each Affiliate in accordance with AvantLayer.com's then current commission schedule for each verified sale by a visitor to Affiliate which results in a new AvantLayer.com customer who remains in good standing for a period of at least 31 days after signup. The current commission schedule (rate) is $90.00 USD for every qualified sale. To qualify as a verified sale, the visitor must use a link provided by AvantLayer.com to Affiliate for purposes of this Program. The determination of whether a sale is verified is in the sole discretion of AvantLayer.com and all such determinations by AvantLayer.com are final. 6.2 Time of Payments and Minimum Commissions. Subject to the terms of this Agreement, commissions shall be paid to Affiliate once per month for all commissions earned in the previous month. AvantLayer.com reserves the right to deduct hosting fees from commissions due to Affiliate in the event that Affiliate purchases hosting services from AvantLayer.com. AvantLayer.com reserves the right to suspend payment of Affiliate commission indefinitely if it suspects improper activity or a potential breach of any of the terms of this Agreement. AvantLayer.com reserves the right to deduct from Affiliate's commission payment any and all commissions corresponding to any fraudulent, questionable, and/or cancelled AvantLayer.com purchases. Where no subsequent commission is due and owing, AvantLayer.com will send Affiliate an invoice for the balance of such refunded sale upon termination of the program or termination of Customer and Affiliate will provide payment within thirty (30) days of the date of such invoice. 6.3 Form of Payment. AvantLayer.com will make payments to Affiliate by either company check or by PayPal, at Affiliate's option. In the event that Affiliate notifies AvantLayer.com that it wishes to be paid via PayPal, Affiliate must own or obtain a Paypal account in order to receive AvantLayer.com's monthly commission payments and must provide AvantLayer.com with the necessary PayPal information required to make payment. 6.4 Forfeiture of Accrued Commissions in Cases of Breach. Any Affiliate who violates these Terms and Conditions will immediately forfeit all rights to any and all accrued commissions. 6.5 Liability for Damages due to Certain Activities. In the event of any criminal, illegal, unethical, and/or any activity which might damage AvantLayer.com's reputation or business during the term of this agreement and within twelve (12) months after such termination date, Affiliate hereby agrees to indemnify AvantLayer.com for any damages said activities may cause. Due to the fact that actual damages are difficult to ascertain Affiliate hereby understands, consents, and agrees that AvantLayer.com may demand and receive full and complete repayment of any and all commissions paid out to Affiliate since establishing such relationship with Affiliate as liquidated damages or the sum of $75,000, whichever is greater. 6.6 Waiver. Affiliate expressly waives any statutory or other legal protection in conflict with the provisions of this Section 6. 6.7 Disputes. Affiliate has access to AvantLayer.com's real-time Affiliate Program statistics and activity and specifically agrees to file any tracking or commission disputes as well as any other disputes and discrepancies within 30 days after the end of the month in which the sale or event that is disputed occurred. AvantLayer.com will not accept disputes filed after 30 days of the date on which the sale occurred and Affiliate waives and forfeits forever any rights to a potential claim. 6.8 Giveaways. Top Affiliates may receive an award of either an Apple Video iPod or an Apple iTunes Gift Card. The giveaway runs every thirty (30) days, and continues to run until stopped by the AvantLayer.com’s management or otherwise indicated within this Agreement. The top affiliates will be picked from the internal AvantLayer.com affiliate program. This giveaway is not applicable to any out of network affiliates from third party sources. 7.0 CONFIDENTIALITY The term "Confidential Information" means any information or material, which is proprietary to Company, whether or not owned or developed by Company, which is not generally known other than by Company, and which Affiliate may obtain through any direct or indirect contact with Company or Company's customers such as, but not limited to business records and plans, financial statements, customer lists and records, any customer correspondence concerning AvantLayer.com, credit card information, technical information, pricing structure, source code and/or object code, copyrights and intellectual property, competitive information, and other proprietary information. Affiliate represents that it will protect any confidential material and information, which may be disclosed between AvantLayer.com, AvantLayer.com's customers and the Affiliate at all times. Affiliate understands and acknowledges that the Confidential Information has been developed or obtained by AvantLayer.com by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of AvantLayer.com, which provides AvantLayer.com with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, Affiliate agrees to hold in strictest confidence and to not disclose under any and all circumstances the Confidential Information to any person or entity without the prior written consent of AvantLayer.com. Affiliate will not copy or modify any Confidential Information without the prior written consent of AvantLayer.com. Further, Affiliate shall not disclose any Confidential Information to any of Affiliate's customers, contractors, agents or employees, except those contractors or employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted person to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of AvantLayer.com, while Affiliate continues to remain liable to AvantLayer.com for the execution of this Agreement. If it appears that Affiliate has disclosed or has threatened to disclose Confidential Information in violation of this Agreement, AvantLayer.com shall be entitled to an injunction to restrain Affiliate from disclosing, in whole or in part, the Confidential Information. AvantLayer.com shall not be prohibited by this provision from pursuing other remedies, including but not limited to a claim for losses and damages. 8.0 TERMINATION 8.1 Termination. Affiliate's participation in the Program is terminable at any time and for any reason or for no reason at all by either party by providing written notice of termination to the other party. Without limiting the foregoing, Affiliate's participation in the Program shall be deemed automatically terminated immediately and all commissions forfeited upon Affiliate's change in taxpayer status pursuant to Section 6.1 or upon Affiliate's violation of any of these Terms and Conditions or of any applicable law or regulation. In addition, without limitation, Affiliate's participation in the Program may be terminated where AvantLayer.com, in its sole discretion determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s) are obscene, indecent, vulgar, offensive, dangerous, slanderous, reputation damaging or are otherwise deemed inappropriate by AvantLayer.com, in its sole discretion; or (2) that Affiliate or Affiliate's web site(s) is or has become the subject of a government complaint or investigation. 8.2 Notice of Termination. AvantLayer.com and Affiliate shall provide notice of termination pursuant to Section 16.0 governing notices. Where Affiliate's participation in the Program is terminated automatically as described in Section 8.1 above, no notice of termination need be provided for such termination to be effective. 8.3 Effect of Termination. Upon termination, Affiliate shall immediately cease and desist from exercising any rights conferred by these Terms and Conditions, including, without limitation, from making any use of the links, promotional materials, trademarks, 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 AvantLayer.com, which may be withheld or refused in the sole discretion of AvantLayer.com. 8.4 Survival. The provisions of Sections 3.1, 3.4, 4.0, 5.0, 6.4, 6.5, 6.6, 6.7, 7.0, 8.0, 9.0, 10.0, 11.0, 12.0, 13.0, 16.0, 17.0, 18.0, 19.0, 21.0, and 22.0 shall survive any termination of Affiliate's participation in the Program. 9.0 AFFILIATE'S PRIVACY 9.1 Privacy and Third Parties. AvantLayer.com may provide to third parties the information that Affiliate submits in registering for the Program and Affiliate as AvantLayer.com deems necessary. 9.2 Social Security Number or Taxpayer Identification Number. Any Affiliate who is a United States citizen or resident or other non-foreign person acknowledges that Affiliate's United States social security number or taxpayer identification number will be provided on any Internal Revenue Service Forms 1099 or any other tax forms required to be furnished to Affiliate and provided to the Internal Revenue Service to reflect commissions earned pursuant to the Program. 9.3 Password. Affiliate shall receive a password to access Affiliate's account. Affiliate is entirely responsible for any and all activities which occur under Affiliate's password. Affiliate agrees to keep its password strictly confidential, to allow no other person or company to use its password, and to notify AvantLayer.com promptly if Affiliate has any reason to believe that the security of its account has been violated. 9.4 Technical Access. Affiliate acknowledges and agrees that the technical processing of Affiliate's registration information is and may be required: (a) for the Program to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Program; or (d) to conform to other, similar technical requirements. Affiliate also acknowledges and agrees that AvantLayer.com may access Affiliate's account and its contents at any time as necessary to identify or resolve technical problems or respond to complaints about the Program or for any other reason AvantLayer.com sees fit; provided, however, that nothing in this Section shall impose such a duty on AvantLayer.com. 10.0 INDEMNITY Affiliate agrees to indemnify and hold harmless AvantLayer.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 AvantLayer.com is obligated to pay tax obligations in connection with compensation paid to Affiliate pursuant to the Program, any alleged violation of these Terms and Conditions, any alleged violation of any applicable law or regulation, or any alleged violation of any rights of another, including but not limited to Affiliate's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Affiliate's web site(s). AvantLayer.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. AvantLayer.com shall have the right to participate in the defense of all claims pursuant to this Section. 11.0 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 AvantLayer.com legally is required to deduct said Taxes from the payments due to Affiliate hereunder. Affiliate understands and agrees that AvantLayer.com shall not be responsible for withholding any Taxes from any payments due to Affiliate. Affiliate agrees to indemnify and reimburse AvantLayer.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. 12.0 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 12.1 Earnings Disclaimer. Any earnings or income statements, or earnings or income examples mentioned on this website or in emails sent by AvantLayer.com, are only estimates of what you may earn but there are no assurances or guarantees that you will do as well as the statements or examples or as well as other Affiliates. If you rely upon any earning or income statements we provide, you must accept the risk of not doing as well. Where specific income figures and examples are used, and attributed to an individual or business, those persons or business have actually earned that amount. However, there is no assurance or guarantee that you will earn the same amount. If you rely upon any figures we provide, you must accept the risk of not doing as well. For all these reasons, your participation in this Affiliate Program and your purchase and use of our information, products and services should be based upon your own due diligence and judgment. AvantLayer.com is not responsible for any success or failure of your business due to the participation in this program or your use of our company's products and services. 12.2 DISCLAIMER OF WARRANTIES. THE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM, ARE 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, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, AVANTLAYER.COM DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. 12.3 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL AVANTLAYER.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 AVANTLAYER.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 AVANTLAYER.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. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you. 13.0 RELEASE Affiliate hereby agrees to release AvantLayer.com and its parents, subsidiaries, affiliates, officers, directors, agents, shareholders, representatives, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that Affiliate may have against them arising out of or in any way related to such disputes and/or to the Program. Affiliate hereby agrees to waive all laws that may limit the efficacy of such releases. 14.0 NO RESALE, ASSIGNMENT, OR SUBLICENSING Affiliate agrees not to resell, assign, sublicense, otherwise transfer, or delegate its rights or obligations under these Terms and Conditions without the prior express written authorization of AvantLayer.com. 15.0 FORCE MAJEURE Under no circumstances shall AvantLayer.com be liable for any delay or failure in performance under these Terms and Conditions 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. 16.0 NOTICES Notices or communications pursuant to these Terms and Conditions shall be sent by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the following addresses: (a) if to AvantLayer.com, such notices shall be addressed to staff@avantlayer.com or AvantLayer.com, LLC, Affiliate Department, 9962 Brook Rd #611, Glen Allen, VA. 23059, U.S.A. (b) if to Affiliate, such notices shall be addressed to the electronic or mailing address specified when Affiliate registers for participation in the Program, or (c) such other address as either party may give the other by notice as provided above. 17.0 ENTIRE AGREEMENT These Terms and Conditions constitute the entire agreement 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 parties. 18.0 CHOICE OF LAW AND FORUM These Terms and Conditions shall be governed by and construed in accordance with, and all legal issues arising from or related to Affiliate's participation in the Program shall be determined by, the laws of the Commonwealth of Virginia without regard to its conflict of law provisions. The state courts located in Henrico County, Virginia and the federal courts of the Eastern District of Virginia shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating to these Terms and Conditions or to Affiliate's participation in the Program. Affiliate and AvantLayer.com consent to personal jurisdiction and venue exclusively in the appropriate state court in Henrico County, Virginia or the United States District Court for the Eastern District of Virginia located in Richmond, Virginia. 19.0 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 Terms and Conditions must be filed within one (1) year after such claim or cause of action arose, or be forever barred. 20.0 CONSTRUCTIONS All headings in these Terms and Conditions 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. 21.0 RELATIONSHIP OF PARTIES AvantLayer.com and Affiliate are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions 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. Under these Terms and Conditions, Affiliate is contracting solely to provide advertising services for AvantLayer.com in accordance with these Terms and Conditions. 22.0 SUCCESSORS AND ASSIGNS These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns. 23.0 TIER TWO COMMISSIONS The affiliates understand that tier two (2) commissions are based upon a primary affiliate and a secondary affiliate that are not the same person or entity. The primary affiliate is much like a sponsor of the second affiliate. In the event of a qualified sale by a secondary affiliate both the secondary affiliate and primary affiliate will receive a commission at the rates set forth from time to time by AvantLayer.com. 24.0 COUPON & COUPON USAGE Affiliates understand that coupons can be provided by the company for promotional purposes. Affiliates further understand, that coupons need to be renewed with the company if an affiliate wishes to continue use them after the expiry date. The expiry date will be provided to the affiliate by the company’s affiliate manager. If affiliates need coupons they should contact the AvantLayer.com affiliate manager at staff@avantlayer.com. Affiliate coupons are provided by AvantLayer.com directly to an affiliate. If an affiliate uses another affiliates coupon, any sales generated hereinto by the second affiliate will be awarded to the primary affiliate. AvantLayer.com reserves the right to revoke any coupon at any time as the company sees fit. |
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