MindPerk Affiliate Agreement

This agreement describes the entire terms and conditions for participation in the MindPerk Affiliate Program. In this agreement, the term "Affiliate" refers to you (the applicant). Wherever the agreement refers to "you" or "your", it means "the Affiliate"; "we" or "our" refers to MindPerk, Inc.

Affiliate URL link
Once your account is approved, MindPerk will create a unique URL link for you. This is the URL for your unique Affiliate account. You can also log onto your online interface and generate custom URL links that direct visitors to specific pages within MindPerk.com.

Commissions
You will receive a percentage of the revenue as a commission from qualified orders placed at MindPerk.com by a customer who entered our website by clicking on your Affiliate link on your website. This commission starts at 7% and increases by 1% for each 10 sales you generate up to a maximum commission of 10%. For a sale to generate a commission to an Affiliate, the customer must enter MindPerk.com from that Affiliate's website, by clicking on the affiliate's unique affiliate link, and remit full payment for the service ordered. You will also receive 10% of a sub-Affiliate's commission from orders placed through the Affiliate sites of those sub-Affiliates that you have sponsored into the MindPerk Affiliate Program. Commissions will only be paid on sales that are made through qualified Affiliate Sites.

Payment
MindPerk will send a check for the applicable commissions within approximately 15 days after the end of each calendar month providing the commissions owed exceed $30. Amounts less than $30 will be carried forward to future months until the amount owed exceeds $30. If the customer returns any order that generated a referral fee, or if there are any returned checks or charge backs, the amount will be deducted from the next monthly payment. If there is no subsequent payment, the Affiliate will be invoiced.

Order Fulfillment
MindPerk will be solely responsible for processing every order placed by a customer through an Affiliated Site. MindPerk reserves the right to reject any order that does not comply with our rules, operating procedures and policies.

Customers
Customers who purchase products and services through the Affiliate Program will be deemed to be customers of MindPerk. Accordingly, all MindPerk rules, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. MindPerk policies will always determine the price paid by the customer.

Qualification for Commissions
Affiliates must have an active affiliate link from their website to MindPerk.com to qualify for commissions. To verify the validity of your affiliate link, link samples may be sent to contact@mindperk.com, so that they can be verified and the Affiliate's active status confirmed. Affiliate links may not be used in pay-per-click advertising. When a visitor clicks on one of your affiliate links our system tracks all orders placed by that visitor for up to 50 years. To qualify for commissions, the customer must enter our site through the affiliate's site using the affiliate link. Or, after clicking on the affiliate's link, the customer must return by navigating directly to MindPerk.com. Affiliates will not receive credit for customers who click through to our site using another affiliate's link, pay-per-click advertisements, free search engines, or from any other source not directly attributable to the affiliate, even though the customer may have clicked on the affiliate's link in the past. If, within the 50 years, that visitor enters our site by clicking on a different affiliate's link, the most recent affiliate will receive credit for the sale and future qualifying sales of that customer.

Qualifying Sites
MindPerk reserves the right not to accept any site into the Affiliate Program based on site content and location. Existing affiliate accounts that do not qualify may be terminated. If the affiliate has multiple websites, the affiliate agrees that the affiliate will not receive commissions generated from non-qualifying websites. Sites that Do Not Qualify for the MindPerk Affiliate Program include sites which:
-promote sexually explicit materials
-promote violence
-promote discrimination based on race, sex, religion, nationality, disability, or age
-promote illegal activities
-violate intellectual property rights
-are located in countries from which we do not accept orders
-are under construction or otherwise incomplete.

Unsolicited Commercial Email
MindPerk in no way participates in mass unsolicited emailing (i.e. spamming), and all Affiliates are expected to adhere to this policy as well. Violation of this policy will result in the termination of this contract and immediate dismissal from the MindPerk Affiliate Program, with no refund.

Scumware
Scumware is the use of Pop-up banners that hide banners that are displayed on a site, placement of icons beside keywords found in text that if clicked will take the visitor to someone else's site, etc. MindPerk as a company promises it will not use such predatory advertising methods. Further, affiliates using such methods will have their account terminated.

Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf, nor do you have permission to represent yourself as an authorized representative of MindPerk, Inc. You will not make any statement, whether on your website or otherwise, that reasonably would contradict this statement.

Trademarks and Logos
The trade name "MindPerk" and variations thereof, including "Mind Perk" "MindPerks" "MindPerk.com" etc., plus the MindPerk trademarks, logos, and banners are the property of MindPerk, Inc. As an active affiliate, you may use the MindPerk banners (provided in your online interface) or trade name only on your own website in connection with affiliate links to MindPerk.com, and only while your affiliate account is active with us. You may not use our trade name "MindPerk" or "Mind Perk" or any other word or phrase combination which may be interpreted as use of our tradename in advertising of any kind, including pay-per-click advertising. All content on MindPerk.com is copyrighted and you are not permitted to copy images, text, or other content from MindPerk.com without express written permission. If, for any reason, your affiliate account is terminated, you agree to immediately and permanently discontinue, cease, and desist from using any such trade name, logos, or banners and/or any other word or words suggesting a relationship with MindPerk or use of these trade names, logos, banners, or other content derived from MindPerk.com for any other purpose.

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. While we believe our affiliate tracking program to be accurate, we will not be liable for errors which may occur. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under to this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to the MindPerk Affiliate Program or your potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. We reserve the right to ammend the terms of this agreement at any time, for any reason, upon 30 days notice. The laws of the United States and the State of Utah will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in The State of Utah, and you irrevocably consent to the jurisdiction of such courts. 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 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. By submitting the Affiliate Enrollment form and/or participating in the Affiliate program, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.

Termination or Suspension
Either party shall have the right to terminate this Affiliate Agreement without cause at any time by giving written notice to the other party not less than thirty (30) days prior to the effective date of such termination. If an Affiliate is deemed to be in violation of this agreement, we may, at our option, temporarily suspend the account in order to give the Affiliate time to correct the violation. If the violation is corrected within the allotted time, the account will be reinstated to active status. If not, it will be terminated. For serious violations, MindPerk, Inc. may terminate this agreement for cause effective on the date notice of such termination is given to the Affiliate. Such cause shall include, but is not limited to: any material breach by the Affiliate of this Affiliate Agreement, false or fraudulent conduct of any kind by the Affiliate, or violation of any federal, state, or local law or regulation. We will not be liable to you for any damages or losses of any kind whatsoever, including incidental or consequential damages, whether directly or indirectly sustained or caused by negligence, by reason of any suspension or termination of this agreement and your affiliate account. Termination of this Agreement shall not operate as a cancellation of any indebtedness owing to one party by the other at the time of such termination.

Rights and Obligations on Termination
Upon termination of this agreement, the Affiliate shall, as of the effective date of termination, immediately and permanently discontinue, cease, and desist from using any advertising, display, or listing whatsoever, whether online or in printed matter, which contains any of our trademarks, tradenames, copyrighted material, or trade secrets. If the Affiliate shall refuse or fail to comply with any of the foregoing provisions of this paragraph, the Affiliate shall reimburse MindPerk for all costs, attorney's fees, and.or other expenses incurred by us in connection with the enforcement of said provisions, provided however, that the remedies provided herein shall not be exclusive of other remedies available to us.