Part 1
Affiliate Marketing and What it Means ?
As an Affiliate with Your Ultimate Marketing Toolbox, we will offer you a competitive commission as a reward for bringing in new membership/sales. As long as you have the ability to refer (them) traffic - through your website, forum, contact or (Spam Compliant email lists), you are ready to venture into the realm of this affiliate promotion. It is absolutely FREE to participate in our affiliate program, and all it takes is just a few minutes to get your account up and running!
Grow to what ever size you can imagine with our
Global Service Affiliate Program.
This Service-oriented Affiliate membership program has no limits on what corner of the globe you are from, as it has an international and local audience.
Your ability, no matter how strong or new, is welcome.
When it comes to our affiliates, we do not and will not measure them on what they can become…rather…we value them for who they are.
Please read and agree to our Affiliate Agreement:
Part 2
Affiliate Agreement
Your Ultimate Marketing Toolbox is owned by The Pinnacle Leadership Group. All rights relating to Your Ultimate Marketing Toolbox are Reserved. The Pinnacle Leadership Group / Your Ultimate Marketing Toolbox reserves the right to modify, update or otherwise change the terms and conditions of this Agreement. We shall notify you of any material changes to this Agreement by posting the revised terms to the Affiliate Account Area of our website. YOU SHOULD REFER TO THE SITE FREQUENTLY TO ENSURE THAT YOU HAVE REVIEWED AND ARE FAMILIAR WITH THE MOST RECENT VERSION. Unless we state otherwise, the change, addition or deletion will apply to your future conditions as an affiliate with Your Ultimate Marketing Toolbox. You are deemed to accept all changes, additions and deletions unless and until you/we voluntarily terminate this Agreement.
PARTICIPATION:
Acceptance by Your Ultimate Marketing Toolbox. During this Agreement You may apply to Your Ultimate Marketing Toolbox for the opportunity to earn Payouts by promoting Your Ultimate Marketing Toolbox in accordance with the Program terms and complying with this Agreement. Upon approval by the Your Ultimate Marketing Toolbox for acceptance into its Program, you may display Links to Your Ultimate Marketing Toolbox Web site. Our acceptance of you extends only to you, the entity, or individual that enters into this Agreement with Your Ultimate Marketing Toolbox.
Program Terms. The details of Your Ultimate Marketing Toolbox Affiliate Program shall be available at Your Ultimate Marketing Toolbox’s main website and or in the back office of the Affiliate.. All Transactions qualifying for a Payout are defined by the Your Ultimate Marketing Toolbox. Your Ultimate Marketing Toolbox may change any Payout rate at any time.
Additional Terms. It is your obligation to review and accept or decline any and all additional Agreements or Offers when such is presented to you. If accepted by you, compliance with the additional Agreement or Offer is solely your responsibility.
PROHIBITED USES OF LINKS:
Locations. You may not place Links to any Your Ultimate Marketing Toolbox Web site whereby it constitutes any breakage/violation of rules or Federal/State/County or Country regulations and or laws, or use tactics such as unsolicited email and other types of spam.
Non-Bona Fide Transactions. You must promote Your Ultimate Marketing Toolbox such that you do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to Your Ultimate Marketing Toolbox from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, hidden frames or I frames. You may or may not be compensated for Transactions where you, or your agent, are the Visitor in these cases. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions.
Infringement. None of your promotional activities may infringe on Your Ultimate Marketing Toolbox’s proprietary rights (including but not limited to trademark rights).
Use of Links. You represent and warrant that all promotional means used by you will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that you will not mislead others. You agree to use ethical and legal business practices, comply with the Your Ultimate Marketing Toolbox Affiliate Program terms and this Agreement, maintain a privacy policy on Your Web site and for any non-Web site based promotional method made available to Visitors, and designate your Affiliate Account as “special” if you promote Your Ultimate Marketing Toolbox by any means other than displaying a Link to the Your Ultimate Marketing Toolbox Website on Your Web site. Should Your Ultimate Marketing Toolbox deem your promotional activities inappropriate and as material breach of this Agreement in we shall terminate the agreement at once and possibly seek legal recourse for any damages that could arise from this activity at our sole discretion. We shall review affiliate conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by You through Your promotional methods is grounds for immediate termination of this Agreement or deactivation of Your Account.
Usage and Security of Account. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through Your Ultimate Marketing Toolbox’s negligent or willful conduct or omission). You shall provide Your Ultimate Marketing Toolbox with prompt written notification of any known or suspected unauthorized use of Your Account or breach of the security of Your Account.
Charge-backs. Your Ultimate Marketing Toolbox may apply, a debit to Your Account in an amount equal to a Payout previously credited to your Account in circumstances of returns; duplicate entry or other clear error; non-bona fide Transactions; non-receipt of payment from, or refund of payment to, the Visitor by the Your Ultimate Marketing Toolbox; or Affiliate failure to comply with Advertiser's Program terms or other agreement with Your Ultimate Marketing Toolbox ("Charge-back"). Charge-backs may be applied to your Account at any time, including previous payment cycles.
Commissions and Facilitating Payment of Payouts. Subject to other provisions in this Agreement, Your Ultimate Marketing Toolbox shall credit Your Account with a Payout for each qualifying Transaction in accordance with the Payout rate and Program terms for the relevant Transaction. Your Ultimate Marketing Toolbox will pay the Affiliate a 30% commission on each new paid customer that you refer to Your Ultimate Marketing Toolbox through your unique Affiliate link. Affiliates may not refer themselves to Your Ultimate Marketing Toolbox through their own Affiliate link for their Primary Membership. However, should the Member choose to have more than one paid Membership with Your Ultimate Marketing Toolbox, the additional memberships may be referred by the Affiliate. Your Ultimate Marketing Toolbox will also pay the Affiliate a 30% commission on the recurring monthly paid subscription fees of the aforementioned new customer, as long as the member is in good standing with Your Ultimate Marketing Toolbox. Affiliate commissions will be paid by electronic transfer, via PayPal. Although the Affiliate program is not limited to the United States, all payments will be made in U.S. dollars. If a qualifying sale is cancelled or refunded, the related commission will be deducted from the next monthly statement. On the 15th day of each calendar month, Your Ultimate Marketing Toolbox will issue to you any positive balance in Your Account for Transactions reported for the month preceding the previous month, provided your Account balance exceeds the required “Minimum Account Balance" of $20.00 USD. The procedure and your recourse for any earned Payouts not paid to you, shall be to make a claim to Your Ultimate Marketing Toolbox. The conversion rate shall be determined in accordance with Your Ultimate Marketing Toolbox operating standards using the rates prevailing upon the date that payment is made to you, or upon the basis of historical conversion rates if rates are unavailable. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by Your Ultimate Marketing Toolbox, shall be final and binding on you.
Linking to Your Ultimate Marketing Toolbox:
Your use of the Link signifies your agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link, including but not limited to refraining from removing or altering any copyright or trademark notices. As between Your Ultimate Marketing Toolbox and Affiliate, data collected on visitors to Your Ultimate Marketing Toolbox will remain the property to Your Ultimate Marketing Toolbox and may be used for the purpose of future solicitation of Your Ultimate Marketing Toolbox to these visitors.
No Challenge to Your Ultimate Marketing Toolbox’s Proprietary Rights. You acknowledge that you obtain no proprietary rights in Your Ultimate Marketing Toolbox trademarks, service marks, trade-names, URLs, copyrighted material, patents, and patent applications, and agree not to challenge Your Ultimate Marketing Toolbox's proprietary rights.
Term. This Agreement shall commence upon your indication that you have accepted this Agreement by providing the required information and ‘clicking through' the acceptance button on the Your Ultimate Marketing Toolbox’s Web site and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days notice. This Agreement may be terminated immediately upon notice for your breach of this Agreement. Your Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon your breach, you shall not be eligible to enter into a new Agreement with Your Ultimate Marketing Toolbox, and any attempt to do so shall be null and void.
Termination by Your Ultimate Marketing Toolbox. Your Ultimate Marketing Toolbox may terminate you, one of your Web sites, or your ability to use a promotional method, from the Your Ultimate Marketing Toolbox Affiliate Program for any or no reason, effective immediately. Additionally, Your Ultimate Marketing Toolbox may terminate you from proprietary rights, and/or diluting, tarnishing or blurring Your Ultimate Marketing Toolbox trademarks, trade-names, and/or service marks, or for your material breach of the terms or of this Agreement.
Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions. Your Ultimate Marketing Toolbox may modify the Network Service, or discontinue providing the Network Service, or any portion thereof, at any time.
Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
Non-infringement Warranties. You represent and warrant that: You have all appropriate authority to operate, and to any and all content on, your Web site(s); You have all appropriate authority in any promotional method you may choose to use; your Web site(s) and you shall remain solely responsible for any and all Web sites owned and/or operated by you and all of your promotional methods. Your Ultimate Marketing Toolbox may or may not review all content on Your Web site or used by you in your promotional methods.
Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory, and warrant that no promotion method used by you or the content of your Web site(s) will render Your Ultimate Marketing Toolbox liable to any proceedings whatsoever.
Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF PSS GLOBAL PRO UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY Your Ultimate Marketing Toolbox UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN THREE (3) MONTHS AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT Your Ultimate Marketing Toolbox SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER AFFILIATE OR AN ADVERTISER OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Your Ultimate Marketing Toolbox DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT Your Ultimate Marketing Toolbox SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF THE AFFILIATE'S INFORMATION OR WEB SITE. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. Your Ultimate Marketing Toolbox IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY AFFILIATE, OR SUCH ADVERTISER OR AFFILIATE'S WEB SITE(S), AND/OR THE CONTENT OF AN ADVERTISER'S WEB SITE OR THAT AN ADVERTISER MAKES AVAILABLE.
Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
Affiliate's Indemnification Obligations. Affiliate shall defend, indemnify and hold Your Ultimate Marketing Toolbox harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys' fees) incurred, claimed or sustained by third parties, including but not limited to Advertisers, directly or indirectly as a result of Affiliate's breach of or non-compliance with this Agreement, Affiliate's violation of any law, or an alleged violation of law by Your Ultimate Marketing Toolbox, that is a direct or indirect result of Affiliate's use of the Affiliate Program, Affiliate's use of the Your Ultimate Marketing Toolbox, Affiliate's participation in any Program, any content, goods or services offered, sold or otherwise made available by Affiliate to any person, Affiliate's acts or omissions in using, displaying or distributing any internet links obtained from Your Ultimate Marketing Toolbox or elsewhere, including but not limited to Affiliate's use of internet links via email distribution, any claim that Your Ultimate Marketing Toolbox is obligated to pay tax obligations in connection with payment made to Affiliate pursuant to this Agreement and/or any Your Ultimate Marketing Toolbox Affiliate program, and any violation or alleged violation by Affiliate of any rights of another, including breach of a person's or entity's intellectual property rights individually is referred to hereinafter as a "Claim". Should any Claim give rise to a duty of indemnification under this Section, Your Ultimate Marketing Toolbox shall promptly notify Affiliate, and Your Ultimate Marketing Toolbox shall be entitled, at its own expense, and upon reasonable notice to Affiliate, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Affiliate's obligations to indemnify or hold Your Ultimate Marketing Toolbox harmless. Affiliate shall not settle any Claim without Your Ultimate Marketing Toolbox’s prior written consent. Affiliate also shall indemnify for any reasonable attorney(s)' fees or other costs incurred by an indemnified party in investigating or enforcing this Section. In the context of this Section only, the term “Your Ultimate Marketing Toolbox” shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors of The Pinnacle Leadership Group.
Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
Third Party Disputes. In the event of a third party claim against either: Your Ultimate Marketing Toolbox intellectual property; or against Your Ultimate Marketing Toolbox’s right to offer any service or good on Your Ultimate Marketing Toolbox Web site(s) or if, in Your Ultimate Marketing Toolbox’s opinion, such a claim is likely, Your Ultimate Marketing Toolbox shall have the right, at its sole option and in its sole discretion, to secure the right at Your Ultimate Marketing Toolbox’s expense to continue using the intellectual property or good or service; or at Your Ultimate Marketing Toolbox’s expense replace or modify the same to make it non-infringing or without misappropriation.
Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that your consent is not necessary to modify any Your Ultimate Marketing Toolbox Agreement.
Choice of Law/Attorneys' Fees. This Agreement is governed by the laws of the US, except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the US courts. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. Your Ultimate Marketing Toolbox controls and operates its Web site from its offices in the USA and access or use where illegal is prohibited.
Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, your consent shall not be required for assignment or transfer made by Your Ultimate Marketing Toolbox due to operation of law, or to an entity that acquires substantially all of Your Ultimate Marketing Toolbox’s stock, assets or business, or to a related entity (e.g. parent or subsidiary of parent). Your use of Your Ultimate Marketing Toolbox’s service is irrefutable acknowledgement by you that you have read, understood and agreed to each and every term and provision of this Agreement. Your Ultimate Marketing Toolbox may establish from time to time rules and regulations regarding use of the Service as published and incorporated herein.
Marketing. Affiliate agrees that Your Ultimate Marketing Toolbox may identify it as a Your Ultimate Marketing Toolbox Affiliate in client lists and may use Affiliate's name and/or logo solely for such purpose in its marketing materials. Any other uses of Affiliate's name and/or logo not otherwise described or contemplated herein shall require Affiliate's prior written consent.
Entire Agreement, Assignment and Amendment.. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, Your Ultimate Marketing Toolbox shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by posting a revised Agreement at least 14 days prior to the effective date of such Change. Your continued use of the Service after the effective date of such Change shall be deemed your acceptance of the revised Agreement.
