To be an authorized affiliate of SellerLegend Limited, you agree to abide by the terms and conditions contained in this agreement.

Please read this agreement carefully before registering and using the SellerLegend Limited service as an affiliate.

By signing up for the SellerLegend Limited affiliate program, you indicate your acceptance of this agreement and its terms and conditions.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SELLERLEGEND LIMITED. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. OVERVIEW

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in SellerLegend Limited’s Affiliate Program. The purpose of this Agreement is to allow linking between your web site and the Seller LegendLimited web site.

Please note that throughout this Agreement, “we,” “us,” and “our” refer to SellerLegend Limited, and “you,” “your,” and “yours” refers to you as the affiliate.

2. AFFILIATE OBLIGATIONS

2.1. To begin the enrollment process, you will complete and submit the online application at the SellerLegend Limited site. The fact that we approve your application does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site which generates leads is unsuitable for our Program, including if it:

1. Promotes sexually explicit materials
2. Promotes violence
3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
4. Promotes illegal activities
5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
6. Includes SellerLegend or variations or misspellings thereof in its domain name
7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website, nor design your website in a manner which leads customers to believe you are SellerLegend Limited or any other affiliated business.

2.2. As a member of the SellerLegend Limited Affiliate Program, you will have access to our Affiliate Management Application.

Here, you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the Seller LegendLimited website), and get tracking codes for our coupons and deals.

In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each affiliate link we provide you with.

2.3. SellerLegend Limited reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance, assist in securing your site and maintain confidentiality.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. You assume all responsibility and We will not be responsible (and you will indemnify us for any costs we incur) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

3. SELLERLEGEND LIMITED’S RIGHTS AND OBLIGATIONS

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the SellerLegend Limited Affiliate Program.

3.2. SellerLegend Limited reserves the right to terminate this Agreement and your participation in the SellerLegend Limited Affiliate Program immediately and for any reason, at our sole discretion. Termination of the agreement need not be related to your behavior or practices. In case of such termination, we will only accept liability for the affiliate commissions due to you before the termination date. No compensation will be provided for loss of future income due to the program’s termination.

Should you fraudulently abuse this affiliate program in any way, SellerLegend Limited shall not be liable to you for any commissions for such fraudulent sales. Fraudulent abuse of the system will result in the immediate revocation of your membership in the program.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. TERMINATION

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email, or blog post. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. MODIFICATION

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include but are not limited to, changes in the payment procedures and SellerLegend Limited’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in SellerLegendLimited’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. COMMISSION PAYMENTS

SellerLegend Limited uses a homegrown system to handle all of the tracking and payment. We reserve the right to change the functionality and the affiliate commission rules at our sole discretion. Affiliate commission payment will be either by PayPal and/or, if you have a paying SellerLegend account, by a reduction of your monthly subscription equivalent to the commission due to you.

The payment rules are as follows:

1. Commissions are paid for new joiners only. If a referral of yours has already used SellerLegend ever before, no commission is payable.
2. Commissions will only be paid on the base subscription amount excluding taxes. Overages relating to an excess number of orders do not accrue commissions.
   So, at the time of this writing of these affiliate terms and conditions, commissions are calculated as a percentage of one of the following base subscription amounts: $49.99, $59.99, $69.99, and 99.99.
   For example, an Enterprise subscriber charged $99.99 with 60,000 orders a month would pay a $99.99 base subscription, plus $0.002 per additional order above 50,000
3. The standard affiliate commission percentage is 15% of the base subscription.
   The percentage can be split between you and your referral. You determine the extent of the split, which can range between 0% (all the commission accrues to you) and 100% (all the commission goes to your referral). Any percentage between those extremes is acceptable.
   For example, if you elect to share one-quarter of your commission with your referral, you need to specify 25% in the coupon set up.
4. Commissions are confirmed 30 days after the end of the user trial. Commissions are payable at the end of the month of confirmation.
   For example, a user that joins on the 5th of June through one of your links will end his trial 21 days later, on the 26th of June.
   The commission is confirmed 30 days later, on the 26th of July, and payable at month-end on the 31st of July.
   The 30-day delay is due to our 30-day refund policy, which says that you can request a refund up to 30 days after the subscription charge is incurred. If a refund is requested by the referral, then the commission is no longer payable.
   This does NOT mean you lose the first month’s commission. It just gets deferred by 30 days. If a referral pays us 10 months of subscription, you will get 10 months of commission. The last commission will be 30 days after the end of the subscription.

7. ACCESS TO AFFILIATE ACCOUNT INTERFACE

You will create a password so that you may enter the SellerLegend Limited secure affiliate account interface. From this site, you will be able to receive the reports that will describe our calculation of the commissions due to you.

8. PROMOTION RESTRICTIONS

8.1. You are free to promote your own websites, but naturally, any promotion that mentions SellerLegend Limited could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by SellerLegend Limited.

For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name.

Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups, and cross-posting to multiple newsgroups at once.

In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address.

You may use mailings to customers to promote SellerLegend Limited so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings.

Also, you may post to newsgroups to promote SellerLegend Limited so long as the newsgroup specifically welcomes commercial messages.

At all times, you must clearly represent yourself and your web sites as independent from SellerLegend Limited. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the SellerLegend Limited Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as SellerLegend Limited, SellerLegend, www.SellerLegend.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators and will be banned from our Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in SellerLegend’s service).

8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited SellerLegend’s site (i.e., no page from our site or any SellerLegend.com’s content or branding is visible on the end-user’s screen).

As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that

1. Through accidental or direct intent, causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email;
2. Intercepts searches to redirect traffic through an installed software, thereby causing, pop-ups, commission tracking cookies to be put in place, or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, and similar search or directory engines);
3. Sets commission tracking cookies through loading of Merchant site in IFrames, hidden links, and automatic pop-ups that open SellerLegend.com’s site;
4. Targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing;
5. Removes, replaces, or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. GRANT OF LICENSES

9.1. We grant to you a non-exclusive, non-transferable, revocable right to

1. Access our site through HTML links solely in accordance with the terms of this Agreement and
2. Solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose.

9.2. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of SellerLegend Limited’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of SellerLegend Limited and the goodwill associated therewith will inure to the sole benefit of SellerLegend Limited.

9.3. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene, or that otherwise portrays the party in a negative light.

9.3. Each party reserves all of its respective rights in the proprietary materials covered by this license.

9.5. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights, and no right, title, or interest is transferred to the other.

10. DISCLAIMER

10.1 SELLERLEGEND LIMITED MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SELLERLEGEND LIMITED SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF SELLERLEGEND LIMITED’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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 INTERRUPTIONS OR ERRORS.

11. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

11.1. 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;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12. LIMITATIONS OF LIABILITY

12.1 WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SELLERLEGEND LIMITED’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAYABLE TO YOU UNDER THIS AGREEMENT.

13. INDEMNIFICATION

13.1 You hereby agree to indemnify and hold harmless SellerLegend Limited, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on

1. Any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party,
2. Any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or
3. Any claim related to your site, including, without limitation, the content therein not attributable to us.

14. CONFIDENTIALITY

14.1 All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without the express written permission of the disclosing party.

15. MISCELLANEOUS

15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and SellerLegend Limited. 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 site or any other of your sites or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. Jurisdiction

1. The Terms and the relationship between You and SellerLegend shall be treated as if entered into and executed in England and Wales and shall be governed and construed under the laws of England and Wales, without regard to conflict-of-law principles.
2. You agree to submit to the personal and exclusive jurisdiction and venue of the courts in the county of Warwickshire, UK.
3. The failure of SellerLegend to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such a right or provision.
4. SellerLegend makes no representation that the materials and content on SellerLegend or related services are appropriate or available for use in locations other than the EU, and accessing them from territories where their contents are illegal is strictly forbidden.
5. Visitors and Affiliates and Subscribers who access the Services or sellerLegend.com from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.