Affiliate Agreement

IMPORTANT - READ CAREFULLY BEFORE ACCEPTING THIS AGREEMENT, THEN PRINT AND STORE ALONG WITH ALL CONFIRMATION EMAILS REFLECTING YOUR TRACKERS, MONIES AND PAYMENTS.

If you do not agree with the terms and conditions (or are not authorized to do so) you should not JOIN OUR AFFILIATE PROGRAM OR (IF YOU HAVE ALREADY JOINED OUR AFFILIATE PROGRAM) EMAIL US AT affiliate@enlineavoip.com TO TERMINATE THIS AGREEMENT . IF YOU HAVE ANY QUESTIONS REGARDING OUR AFFILIATE PROGRAM OR THESE TERMS AND CONDITIONS PLEASE CONTACT us at the same email address.

This Standard Affiliate Agreement, your completed Affiliate Order Here Form , our Electronic Marketing Rules , any other guidelines or additional terms we provide to you via email or our Site and the associated Payment Plan (together the " Agreement ") contain the complete terms and conditions that apply to your participation in the EnlineaVoIP online site affiliate program (" Affiliate Program "). In the event there is a conflict between this Agreement and any other additional terms this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement .

Where used in this Agreement, references to:
•  " you " " your " and/or " Affiliate " mean the individual or entity which applied as the        " BENEFICIARY " for payment purposes on our Order Here form as submitted at our Website        (" Affiliate Order Here Form")
(ii) " we ", " our ", " us " means EnlineaVoip Group, a company registered in Los Angeles, California.
I. GENERAL

1.1 This Agreement shall govern our relationship with you in relation to the Affiliate Program for the Site and, as of 09 June 2005 modifies, replaces and supersedes the previous Version of the EnlineaVoIP Affiliate Program.
1.2 When you indicate your acceptance of these terms and conditions on the Affiliate Order Here Form, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT (as amended or modified from time to time in accordance with Section 1.3 below).
1.3 We may modify any of the terms of this Agreement at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of the Agreement on our Website. Any such modification will only take effect 30 days after the date of posting or sending of any such notice (whichever is the earlier). It is your responsibility to visit the Website frequently to make sure you are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFLIATE PROGRAM FOLLOWING SUCH 30 DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
1.4 You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.
2 DEFINITIONS AND INTERPRETATION
In this Agreement, references to the following words shall have the meanings set out below:
2.1 " Account " means a uniquely assigned account that is created for a Customer when he/she successfully registers for the Services via a Tracker.
2.2 " Affiliate Fee " is the amount due and payable to you, as calculated based solely on our system's data and in accordance with the terms of this Agreement and the Payment Plan.
2.3 " Affiliate Section " means the password-protected area of the Website that is accessible to you (by logging on with the security code you are assigned by us when you Order Here as a participant in the Affiliate Program and associated password) and which provides certain 'member only' functionality, including facilities to check relevant statistics, register Sub-Affiliates, update your profile, create additional Trackers, select Banners and/or Text Links.
2.4 " Banners " and " Text Links " means the graphical artwork or text, which includes Trackers and RSS feeds which are made available by us on the Affiliate Section, that you may use to connect Customers to our Services from your website (or other electronic method) or using other marketing materials.
2.5 "Electronic Marketing Rules" means our rules for electronic marketing activities, as set out.
2.6  " Fraud Traffic " means deposits, Net Revenue or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system and unauthorized use of any third party accounts, copyrights, trademarks and other third party Intellectual Property Rights (which for the avoidance of doubt includes our Intellectual Property Rights) and any activity which constitutes Fraud Traffic under Section 3.7 or Section 3.10 below.
2.7  " Group " means our ultimate holding company and any subsidiary companies of our holding company.
2.8  " Intellectual Property Rights " means rights to all existing and future patents, trade marks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software) moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration) know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
2.9  " Marketing Materials " means Banners and Text Links and any other marketing materials (which may include Our Marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.
2.10 “ Our Marks ” means the Brand, the words "EnlineaVoIP", "Mitierratelcom", "Nuevo Acceso" and/or any logo, mark, domain name or trade name which contains, is confusingly similar to or is comprised of the Brand, the name and mark or any other name or mark owned from time to time by us or any company within the Group.
2.11  " Net Revenue " is calculated as the sum total of all Customers' payments into their Account less any redeems (funds withdrawn by Customer from their Account), credits,  processing charges, charge backs, and any other un-collectable revenue or deductions we are entitled to make in respect of that Customer according to our Standard Terms and Conditions of Use .
2.12  " Payment Plan " means the payment plan under which we (i) pay you either a net percentage of the monthly Net Revenue generated by Customers or any other payment plan notified in writing by us from time to time (“ Percentage Payment Plan ”) or (ii) a plan where we pay you based on the number of Customers that you introduce via your Tracker (“ Per Order Here Plan ”), or (iii) any other plan offered in writing by us from time to time).
2.13  " Customer(s) " means any person who has opened an Account through your Tracker who makes the minimum required deposit of US$50 within 60 days of such registration.
2.14  " Services " means any product or service provided to Customers on our Site.  
2.15  " Site " means the Website and any other online site or platform which is owned, operated or controlled by or on behalf of us or the Group from time to time and each of its related pages through which a Customer opens an Account and/or accesses our Services.
2.16  " Spam " means any email or other electronic communication which you send which markets, promotes or which otherwise refers to us, the Site or our services from time to time, or which contains any Marketing Materials, Our Marks or Trackers and which breaches our Electronic Marketing Rules.
2.17  " Term " means the period from the date that you acknowledge and accept the terms of this Agreement by indicating such acceptance on the Affiliate Order Here Form, until such time as this Agreement expires or is terminated in accordance with its terms.
2.18  " Tracker(s) " means the unique Tracking URL or Order Here Bonus Codes that we provide exclusively to you, through which we track Customers' and potential Customers' activities and calculate Affiliate Monies.
2.19  " Tracking URL " means a unique hyperlink or other linking tool for referencing our Site or Services through which you refer potential Customers. When the relevant Customer opens their Account, our system automatically logs the Tracking URL and records you as the Affiliate.
2.20  " Website(s) " means, the website located at the URL http://www.enlineavoip.com and at any URL with which we replace such URL from time to time (and such other web addresses including RSS feeds which are owned, operated or controlled by or on behalf of us from time to time and which make available such website) and each of its related pages.
2.21 This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.
3  TERMS & CONDITIONS
3.1  Identity and Disclosure . You shall provide true and complete information to us when completing the Affiliate Order Here Form and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may reasonably request from time to time.
3.2 Marketing Activities and Responsibilities. You shall market to and refer potential Customers to the Site. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not and shall not authorize, assist or encourage any third party to:
3.2.1 Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in our sole discretion otherwise unsuitable;
3.2.2 Develop and/or implement marketing and/or public relations strategies which have as their direct or indirect objective the targeting of marketing of us and/or the Website to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that you are targeting), regardless of the age of majority in the location you are marketing;
3.2.3 Breach the Electronic Marketing Rules ;
3.2.4 Use Marketing Materials in a manner that may potentially confuse a Customer or potential Customer;
3.2.5   Place Marketing Materials on any online site or other medium, where the content and/or material on such online site or medium:
(a) infringes any third party's Intellectual Property Rights;
(b) copies or resembles the Site in whole or in part;
(c) disparages us or otherwise damages our goodwill or reputation in any way;
(d) frames any page of the Site in whole or in part;
3.2.6   Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person;
3.2.7  In any way alter, redirect or in any way interfere with the operation or accessibility of the Site or any page thereof;
3.2.8  Register as a Customer on behalf of any third party, or authorize or assist (save by promoting the Site and Services in accordance with this Agreement) any other person to register as a Customer;
3.2.9  take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the site or service on which any functions or transactions are occurring;
3.2.10  Post, serve or publish any advertisements, communications or promotional content promoting the Site, our Services or Our Marks or around or in conjunction with the display of the Site and/or any part or page thereof (for example and without limitation through any "framing" technique or technology or pop-up windows or pop-under windows or interstitial);
3.2.11  Cause the Site (or any parts or pages thereof) to open in a visitor's browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials;
3.2.12  Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Program;
3.2.13  Use any means to promote sites which resemble in any way the look and/or feel of the Site whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the Site (or any part of the Site);
3.2.14  Violate the terms of use and any applicable policies of any search engines; or
3.2.15  Attempt to communicate to Customers whether directly or indirectly to solicit them to move to any online site not owned by us or for other purposes without our prior approval.
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 Affiliate Monies and/or terminate this Agreement immediately on notice.
3.3  Approved Marketing Materials . In providing the marketing activities referred to in Section 3.2 , you shall only use the Marketing Materials. You shall not modify the Marketing Materials or Our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines we provide to you on our Site or otherwise from time to time and any applicable laws. CDs and other customized promotional materials provided to you will be at your cost and deducted from Affiliate Monies. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling your obligations under this Agreement.
3.4  Non Assignment . Without prejudice to Section 8.6 , you acknowledge and agree that Trackers are for your sole use and you shall not assign or sub-license (as appropriate) the Trackers nor any Affiliate Monies to any third party without our prior written consent.
3.5  Customer Information . We reserve the right to refuse service to any potential Customer and to close the Account of any Customer, at any time, in our sole discretion. All data relating to the Customers shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.
3.6  Trademarks and Domain Names .  You acknowledge that WBC Productions Limited and/or its affiliates within the Group and licensees, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, the Site and Our Marks. Any use of any trade mark, domain name or trade name which contains, is confusingly similar to or is comprised of Our Marks (other than in accordance with the terms of this Agreement) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic.  By way of example, but without limitation, you may not register or use any of Our Marks in any part of any domain name.  You agree that all use by you of Our Marks inures to our sole benefit and that you will not obtain any rights in Our Marks as a result of such use.  You shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of Our Marks, and You hereby agree to transfer any such registration obtained by You to us upon demand.  You further agree not to attack ownership of and title to Our Marks in any way.
4 Reports & Payments
4.1 Reports . We will track and report Customer activity for purposes of calculating your Affiliate Monies. The form, content and frequency of the reports may vary from time to time in our sole discretion. Generally, you will receive a monthly report with your payment indicating the number of new Customers signed up that month per Tracker and/or the total amount due to you after any deductions or set offs that we are entitled to make under this Agreement. In addition, daily reports will be available online for you to view new Customers per Tracker.
4.2 Affiliate Payments . Subject to Section 4.4 below, Affiliate Payments will be paid to you on a calendar month basis in accordance with the Payment Plan we have approved in relation to the relevant Services by email after you have completed the registration process and/or where we have activated additional Trackers. We may elect not to accept your selected payment plan and we may convert any payment plan and any associated Trackers provided hereunder from a Percentage Share Payment Plan to a Per Order Here Payment Plan or vice versa or to any other payment plan at any time, on notice to you by email using the email address you provide when you Order Here as an Affiliate. In the event that you are an affiliate for any Services offered within the Group your activities may be subject to different Payment Plans as contained in the relevant Payment Plan terms for each relevant Brand.
4.3 Minimum Payment and Time of Payment . Affiliate Payments will be paid and sent out to you within fifteen (15) days of the close of each calendar month, except that, if the total amount due for all Trackers is less than or equal to US $50, due to the costs and resources involved in administering the program and processing payments hereunder, the balance will be carried over and added to the next month's Affiliate Monies until the total amount is more than US $50. Further, if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against the following month. In the event, the balance carried over does not exceed US $50 within a consecutive three (3) month period, then the amount due will be voided and cancelled, and this Agreement will automatically terminate.
 4.4 Method of Payment . All payments will be due and payable in United States Dollars or such other currency as we will determine. Payment will be made by check, wire, ACH or any other method as we in our sole discretion decide; however we will use reasonable endeavour to accommodate your preferred payment method. Charges for wires or courier charges for check will be covered by you and deducted from your Affiliate Monies. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of customer to your bank account.
4.5 Customer Tracking and Active Customers . You understand and agree that potential Customers must link through using your Tracker in order for you to receive Affiliate Monies. In no event, are we liable for your failure to use Trackers or for potential Customers' failure to properly enter valid Order Here Bonus Codes. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format. We reserve the right to render any Customers that become inactive (meaning that there is no change in Net Revenue from their account) for any period of 60 days or more invalid as Customers for the purpose of any Affiliate Monies due to you hereunder to the extent that they become active again after such 60 day period.
4.6 Disputes . If you disagree with the monthly reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within thirty (30) days of our making available your monthly report or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, deposit of payment check, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement of Affiliate Monies due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of your Affiliate Monies we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.
4.7 Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Site or otherwise in relation to money laundering and/or the proceeds of crime.
5  TERM AND TERMINATION
5.1  Term and Termination . This Agreement will take effect when you indicate your acceptance of these terms and conditions on the Affiliate Order Here Form and continue until terminated in accordance with the terms of this Agreement.
5.2  Termination By You . You may terminate this Agreement, with or without cause, immediately upon written notice to us which you may send by email marked “Termination EnlineaVoIP”.
5.3  Termination By Us . We may terminate this Agreement, without cause at any time, upon written notice to you which we may send by email to such email address you have provided to us or by fax to such fax number you may have provided to us. In the event we terminate, we shall be entitled to automatically render any Trackers inoperative.
5.4  Automatic Termination without notice . This Agreement shall be deemed automatically terminated without notice where:
a. The total cumulative balance of Affiliate Monies due to you is less than $50 for three (3) consecutive calendar months; or
b. You do not have any persons qualifying as Customers in any sixty (60) day period.
5.5  Effect of Termination. The following will apply where we terminate:
a. You shall stop promoting the Site and all rights and licenses given to you under this Agreement will terminate immediately;
b. You shall return all confidential information and cease use of any of Our Marks and the Marketing Materials;
c. Provided that we have paid or do pay to you such sums as are due at the date of termination which shall be subject to any rights we have to make deductions hereunder, we will have no further liability to pay you any further sums; and
6  LIABILITIES
6.1  No Warranties . WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE PROGRAM, OUR SITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
6.2  Liability Limitations . Our obligations under this Agreement do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of the Site or Services other than as provided under this Agreement. Other than as expressly provided in this Agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable hereunder over the previous twelve months at the time that the event giving rise to the liability arises. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.
6.3  Indemnification . You shall defend, indemnify and hold us and our officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal monies) resulting or arising (directly or indirectly) from your breach of this Agreement.
6.4  Set off . Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of this Agreement.
8  MISCELLANEOUS
8.1  Notices . All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on the Affiliate Order Here Form (or as subsequently updated by you to us in the event of change), and to us and if unsatisfied with the response then to claims . Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or 24 hours from the time of transmission.
8.2  Relationship of Parties . There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
8.3  Non-Exclusive . You understand that we may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to you in this Agreement and that such Affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from the Site to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.
8.4  Confidentiality and Non Disclosure . As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).
8.5  Press . You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Affiliate Program without our prior written consent, except as required by law or by any legal or regulatory authority.
8.6  Assignment . Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
8.7  Governing Law . This Agreement shall be governed by and construed in accordance with the laws of California without giving effect to conflicts of law principles. You irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the courts of California for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. 
8.8  Severability . Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
8.9  Entire Agreement . This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.

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