Affiliate Agreement

By submitting the completed application, you acknowledge that you have read these terms and conditions, understand, and agree with them.

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Voxwire Independent Affiliate Program (the "Program"). As used in this Agreement, "we" means Voxwire Systems, Inc., and "you" means the applicant. "Website" means a World Wide Web website and, depending on the context, refers either to Voxwire's website, located at the URL http://www.voxwire.com, or to any website or email where you will place a link to our website.

1. Enrollment in the Program
By submitting the online information form, you are enrolling to become a Voxwire Independent Affiliate (Rep) and are bound by the terms of this agreement. Your participation in this program is solely for this purpose: to receive a commission on products purchased by individuals referred by you. We reserve the right, in our sole discretion, to cancel your account for violating our policies. You may not promote our products on websites, in emails, or in any way that combines the offer with unlawful activities. You may not:

• Include "Voxwire" or variations or misspellings thereof in domain names and email addresses or
• Create inappropriate advertisements (False claims, misleading hyperlinks)
• Spam (mass email, mass newsgroup posting, etc...)
• Advertise on sites containing/promoting illegal activities or
• Otherwise violate intellectual property rights

You should also note that if we accept your application and your promotion of our products are thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

2. Links on Your Website or in other media
If you wish, you may include specially "tagged" hyperlinks or web banners on your branded-website or within email messages.

We will provide you with guidelines and graphical artwork to use in linking to the Voxwire website. To permit accurate tracking, reporting, and referral commission accrual, we will provide you with special "tagged" link formats to be used in all links between your website or email messages and our website. You must ensure that each of the links between your website and our website properly utilize these special link formats. Links to our website placed on your website pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral commissions only with respect to activity on our website occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You acknowledge that, by participating in the Voxwire Independent Rep Program and placing any of the above described links within your website or other media, Voxwire may receive information from or about visitors to your website or communications between your website and those visitors. Your participation in the Voxwire Rep Program constitutes your specific and unconditional consent to, and authorization for, Voxwire's access to receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Voxwire Privacy Policy.

3. Referral Order Processing
When a visitor clicks through your Voxwire link, a cookie is set in their browser that contains your Rep ID. Also, their IP address is tracked in the database along with your Rep ID. When this person decides to buy one of our products, our script will look for this cookie and/or try to match their IP address to identify the Rep who will be awarded the commission. Visitors sent through your Rep link may make a purchase later in time and the commission will still be awarded if the cookie is present in their browser and/or they are using the same IP address as the one logged in our database.

We will process orders placed by customers who follow Rep links from your website to our website. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer & technical service.

We will track referral sales made by customers who purchase products by using your Voxwire Rep link and will make reports available to you summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

4. Referral Commissions
We will pay you referral commissions on Qualifying Product sales to third parties. For a Product sale to be eligible to earn a referral commission, the customer must satisfactorily complete an order for any Qualifying Voxwire Products and/or Services from the Voxwire website. We will only pay referral commissions on such Products after order, payment and shipping (if necessary) have occurred. Commissions will be paid out within 2 months of the purchase date of the Qualifying Product sale. Commissions will only be paid for Qualifying Products in which the third party purchasing the product remains active and in good standing for at least 2 months. For instance if you are due a $50 commission, but the third party who made the qualified purchase cancels or requests a refund within 60 days you will not be due or paid that $50 commission. through the date of the Payout. A maximum of $10,000 (TEN THOUSAND) US dollars of earned affiliate commission is permitted per 1 month period and the monthly period begins on the 1st day of each month.

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your website to access our website (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your website to access our website); (b) post any Special Links on any website or other platform that is accessible through any Internet Access Appliance; (c) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (d) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our website; (e) make any orders or subscription requests, or engage in other transactions of any kind on our website on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (f) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the website on which any functions or transactions are occurring; or (g) post or serve any advertisements or promotional content around or in conjunction with the display of our website (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral commissions otherwise payable to you under this Agreement and/or terminate this Agreement.

5. Referral Commission Schedule
You will earn referral commissions based on Qualifying Revenues according to referral commission schedules to be established by us and stated to you in our email acceptance of your Application. The terms of your commission amount is confidential and may not be divulged to any other party. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, charge-backs, returns and bad debt.

6. Referral Commission Payment
Qualified Referral Commissions will be paid out monthly (per the schedule listed above such as the qualified sale from the third party must remain in good standing and active for 2 months) and paid in US DOLLARS via paypal. There is no fee for processing affiliate payments via paypal, for affiliate payments equal to or in excess of $50. For any affiliate payouts less than $50, or affiliates who do not use paypal, the affiliate may opt to hold on account the affiliate payout for up to 12 months or have the amount posted as a credit towards Voxwire Services. In the event the affiliate opts for credit towards Voxwire Services we will pay your commissions on a monthly basis as a credit to your Voxwire account which will be deducted from the next billing cycle. Said credits will be entered into your account approximately 15 days following the end of each calendar month.

If an affiliate commission is paid out, but later the product that qualified the affiliate for said commission is found to have been purchased fraudulently, results in a credit card charge back, or a valid refund request is processed for such product(s), we will deduct the corresponding referral commission from your next payment.

Affiliate Commission eligibility will remain in effect for a period of 12 months, until you terminate your Voxwire Affiliate account, or until Voxwire terminates your Voxwire Affiliate account, whichever occurs first. Affiliate Commission eligibility may be extended at Voxwire’s discretion depending on market conditions and whether or not you are actively referring customers.

7. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Voxwire. Accordingly, all Voxwire rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.

8. Identifying Yourself as a Voxwire Representative
You may not issue any press release or announcement with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Voxwire supports, sponsors, endorses, or contributes money to any charity or other cause).

9. Limited License
We grant you a nonexclusive, revocable right to use the Voxwire name, graphic images and texts for which we grant express permission, solely for the purpose of assisting with referral activity. You may not modify the Voxwire name, graphic images or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

The name of Voxwire and other names as may be adopted by Voxwire are proprietary trade names, trademarks and service marks of Voxwire Systems Inc. As such, these marks are of great value to Voxwire and are supplied to Representatives for their use only in an expressly authorized manner. Use of Voxwire's name on any item not produced by the company is prohibited except as follows:

Representative's Name
Independent Voxwire Representative

All Affiliates may list themselves as an "Independent Voxwire Representative" in the white or yellow pages of the telephone directory under their own name. No Representative may place telephone directory display ads using Voxwire's name or logo. Representatives may not answer the telephone by saying "Voxwire", 'Voxwire Incorporated", or in any other manner that would lead the caller to believe that he or she has reached corporate offices of Voxwire. Representatives may not produce for sale any recorded company events, speeches, recording, audio or video tape presentations without written permission from Voxwire.

Because "Voxwire" is a proprietary trade name, trademark and service mark of Voxwire Systems, Inc., Representatives may not use the words "Voxwire" or any confusingly similar name, word or variation of "Voxwire" in website domain names or addresses ("URLs") or e-mail addresses other than the ones provided by Voxwire.

10. Responsibility for Your Website
If you own and/or operate a website, in which you link to our website, you will be solely responsible for the development, operation, and maintenance of your website and for all materials that appear on your website. For example, you will be solely responsible for:

• The technical operation of your website and all related equipment
• Creating and posting Product descriptions on your website and linking those descriptions to the Voxwire website.
• The accuracy and appropriateness of materials posted on your website (including, among other things, all Product-related materials, up-to-date prices, and feature-descriptions, etc.)
• Ensuring that materials posted on your website do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
• Ensuring that materials posted on your website are not libelous or otherwise illegal
• Ensuring that your website accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your website.

11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination delivered via email. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website, all links to our website, and all Voxwire trademarks, logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral commissions only on our sales of Qualifying Products that occur during the term, and referral commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our website. Modifications may include, for example, changes in the scope of available referral commissions, referral commission schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our website will constitute binding acceptance of the change.

13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, Affiliate, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.

14. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral commissions paid or payable to you under this Agreement.

15. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

16. Independent Investigation
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) solicit customer referrals on terms that may differ from those contained in this agreement or operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

17. Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our Representatives shall be submitted to confidential arbitration in a city selected by the company in Ohio, United States, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Ohio (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

18. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Ohio, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.