Affiliate Terms and Conditions for Shakespeare's Cigar Corp

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You must read and agree to the Shakespeare's Cigar Corp. Terms and Conditions and NO-Spam Policy before signing up.
Premium Affiliate Terms & Conditions
This Premium Affiliate Terms and Conditions Agreement (the "Agreement") is entered into by and between you (the "Premium Premium Affiliate") and Shakespeare's Cigar Corp. ("SCC") upon acceptance of this Agreement evidenced by clicking on the Create Account button on the sign-up page.

1. BASIC AGREEMENT
Upon acceptance by Premium Affiliate of the terms and conditions contained herein and continued compliance herewith, Premium Affiliate shall be allowed to participate in the Shakespeare's Cigar Corp. Premium Affiliate Program (the "Program") wherein SCC shall enable Premium Affiliate to use certain intellectual property of SCC on Premium Affiliate's Web sites for marketing and promotional purposes and as consideration for any traffic directed by Premium Affiliate to SCC through Premium Affiliate's marketing and promotional efforts and that converts into revenue to SCC, SCC shall pay Premium Affiliate compensation, as set forth in section 3 below.

1.1 Prohibited Countries: Due to excessive fraud attempts, SCC does not allow webmasters who reside in the following countries to participate in our program: Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, North Korea, South Korea, Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, and Yugoslavia.

2. RIGHTS GRANTED Premium Affiliate
SCC grants Premium Affiliate each of the following:

2.1 The nonexclusive right to refer, direct or send visitors or users of Premium Affiliate's Web site(s) to websites owned, controlled and/or operated by SCC ("SCC Web sites"); and

2.2 A limited nonexclusive, nontransferable and revocable license to access and download promotional banners, and other promotional materials created and owned by SCC for use on Premium Affiliate Web sites for the exclusive purpose of advertising, marketing or promoting SCC Web sites. Premium Affiliate may post as many of these banners and other materials on its site(s) as desired.

2.3 SCC owns and retains all right, title and interest in and to its intellectual property, copyright, trademarks, patents, and in the files, promotional banners and other material provided by SCC, including all images therein. Upon termination of Premium Affiliate's participation in the Program and/or termination of this Agreement, the grant of right and license set forth in subsection 2.2 above, shall cease and terminate, and Premium Affiliate shall immediately remove all SCC files, banners, ads, and any and all other SCC intellectual property, copyrighted material, trademarks, and patents, if any, from Premium Affiliate's Web sites.

2.4 Premium Affiliate is not authorized and shall not change SCC's names, file names, trademarks, design logos, banners, ads or other material for any purpose other than as expressly set forth herein or in any modification to this Agreement by SCC.

2.5 Premium Affiliate specifically acknowledges and agrees that it shall not modify, edit, resize, redact, or otherwise change any of SCC’s names, file names, trademarks, design logos, banners, ads or other material for any purpose whatsoever. Premium Affiliate further acknowledges and agrees that any such change or changes will be a material breach of this Agreement and shall constitute an infringement of SCC’s copyrighted and/or trademarked intellectual property.

2.6 Premium Affiliate agrees and covenants to notify SCC of all Uniform Resource Locator (URL) a.k.a. "Web site" locations where it has published SCC's names, file names, trademarks, design logos, banners, ads or other material pursuant to this Agreement, specifically identifying the names, file names, trademarks, design logos, banners, ads or other material posted at each URL. Premium Affiliate further acknowledges and agrees that failure to notify SCC of these locations constitutes a material breach of this Agreement and each such posting of which Premium Affiliate fails to notify SCC shall constitute an infringement of SCC's copyrighted and/or trademarked intellectual property.

3. PAYMENT OF COMPENSATION
SCC will pay Premium Affiliate for Web traffic to SCC Target Page(s) from a banner or link posted on web page(s) of Premium Affiliate's site(s) as follows.

3.1 Premium Affiliates earn 30% on sales generated through their own links. For every new Premium Affiliate you refer to our program you earn 10% of that Premium Affiliate's sales.

3.4 We pay commissions to Premium Affiliates monthly. The minimum to receive a check from us is $25 in commissions during a calendar month (if you earn less than $25, your commissions carry forward until you have earned the minimum for pay-out.) We mail all payments by the 15th of each month for the prior months sales. Accounts outside of North America may contact us about receiving wire transfer. $50 will be deducted from your payout to cover the cost of the wire. You must bear any additional fees from your bank. A minimum payout of $500 is required for wire transfer.

3.5 Premium Affiliate agrees, by accepting and negotiating payment received from SCC, that the payment received is payment in full for any and all advertising space and traffic for the Pay Period to which the payment applies.

3.6 A "referral" from an Premium Affiliate Web site entitling Premium Affiliate to a "commission" is defined as follows:

(i) A person who has been directed to an authorized website owned, controlled or operated by SCC ("SCC Web site") through the use of a hypertext transfer link residing on Premium Affiliate's Web site in the form of a banner ad or other promotional link which automatically connects any person who clicks on the banner ad or other promotional link to a SCC Web site, and which banner ad or other promotional link has been supplied to Premium Affiliate as part of the Program; and

(ii) That person who, after having been directed to a SCC Web site through the use of the hyperlink banner ad or other promotional link supplied to Premium Affiliate residing on Premium Affiliate's Website, has paid for a purchase from SCC Web site.

3.7 "Webmaster Referral" Program: SCC will also compensate Premium Affiliate for sales generated by other Premium Affiliates referred to SCC by the Premium Affiliate. When a new webmaster Premium Affiliate signs up for the Program through the approved Webmaster Referral link provided to the Premium Affiliate by SCC, the Premium Affiliate will receive a 5% commission on each sale generated by that referred webmaster Premium Affiliate.

4. RESTRICTIONS ON PAYMENT OF COMPENSATION
4.1 Premium Affiliate is not entitled to a commission for any SCC customer sent or referred to a SCC Website in violation of the terms of this Agreement, or for any SCC customer who does not fall within the terms of paragraphs 3.6 (i) & (ii).

4.2 Premium Affiliate is not entitled to a commission from SCC for any purchases which SCC determines is the result of potential fraudulent activity. SCC shall have the right, in its sole and absolute discretion, to expand or modify what it determines to constitute potential fraudulent activity. Without limiting the foregoing, potential fraudulent activity includes without limitation, the following circumstances or activities:

(i) The customer used or attempts to use a credit card number that is in a "negative database";

(ii) There are sequential or multiple orders under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers;

4.3 SCC has the right to deny or withhold payment from Premium Affiliate, and to terminate Premium Affiliate from the Program, if there is an abnormal number of chargebacks, returns or refunds which have been referred to SCC through Premium Affiliate's Web sites. SCC shall determine, in its sole and absolute judgment, what constitutes an abnormal number of chargebacks returns or refunds.

5. TERM AND TERMINATION
5.1 This Agreement is not for any specific term or duration of time. Premium Affiliate may terminate this Agreement at any time, for any reason or no reason; and, this Agreement and/or the Program may be terminated by SCC, in its sole and absolute discretion, at any time, for any reason or no reason.

5.2 Premium Affiliate shall terminate participation in the program by notifying SCC by E-mail at Affiliate s@shakespearecigars.com of Premium Affiliate's intent to terminate participation in the Program.

5.3 In the event this Agreement is terminated, Premium Affiliate shall be entitled to any unpaid commissions or referral fees earned prior to the date and hour of termination. Premium Affiliate shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received after the date and time of termination.

5.4 If this Agreement is terminated due to Premium Affiliate's breach of any portion of this Agreement, SCC reserves the right to withhold any amounts then due and owing.

6. Premium Affiliate's RESPONSIBILITIES AND DUTIES
6.1 Premium Affiliate shall only use and promote on Premium Affiliate Web sites SCC approved advertising banners, links, and other promotional materials.

6.2 Premium Affiliate shall not use or employ any form of mass unsolicited electronic mailings, newsgroup postings, IRC postings, adware, spyware, malware marketing or any other form of "spamming" as a means of promoting Premium Affiliate Web sites or for the purpose of directing or referring users to any web sites owned, operated or controlled by SCC.

Premium Affiliate further acknowledges and agrees that SCC has the right to immediately, and without notice, terminate your participation in the Program if SCC, in its sole and absolute discretion, conclude that Premium Affiliate has engaged in the use of any form of mass unsolicited electronic mail solicitations, newsgroup postings, password selling or trading, warez, IRC posting, adware, spyware, malware marketing or any other form of "spamming". NOTE: SCC HAS ZERO TOLERANCE FOR SPAMMING. IF Premium Affiliate SPAMS, PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, Premium Affiliate WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO Premium Affiliate WILL BE FORFEITED TO SCC. Premium AffiliateS WISHING TO SEND TRAFFIC TO SCC SITES VIA ELECTRONIC MAIL PROMOTIONS MUST DO SO IN COMPLIANCE WITH THE CAN-SPAM ACT (- CLICK HERE TO REVIEW THE TEXT OF THE CAN-SPAM ACT),

6.3 Except as expressly authorized by SCC in writing, Premium Affiliate shall not copy, reproduce, alter, modify, change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided by SCC pursuant to this Agreement in whole or in part, in any form or manner, at any time or anywhere in the World.

6.4 Premium Affiliate shall disseminate, transmit, broadcast or distribute the material provided through the Program only to consenting adults over the age of eighteen (18) years, twenty-one (21) years in those locations where that is the age of majority.

6.5 All content displayed on any web site containing SCC banners or links, and all content displayed on any web site to which Premium Affiliate provides third party links to, must comply with all local laws and community standards. Accordingly, Premium Affiliate shall not include, or link to, any of the following within a website that contains SCC banners or links, or directly or indirectly link any of the following content or material to any SCC website through any hyperlinks maintained or created on Premium Affiliate's Web sites:

(i) Material deemed obscene by SCC.

(ii) Any material not in full compliance with the provisions of 18 U.S.C. Sec. 2257;

(iii) Any material that constitutes child pornography, any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations, or material that involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc. Prohibited material mentioned herein includes the use of the term 'lolita' for any purpose in any fashion including, but not limited to, within meta-based tags;

(iv) Any material deemed by SCC to be threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;

(v) Any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights including without limitation, copyrights, trademarks, rights of publicity, patent rights, personal property rights, privacy rights or any other intellectual property right; or

(vi) Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.

7. REPRESENTATIONS AND WARRANTIES
Premium Affiliate hereby represents and warrants each of the following:

7.1 That if Premium Affiliate is an individual person, he/she is over the age of eighteen (18) years;

7.2 This if Premium Affiliate is an entity (i.e., corporation, limited liability company, etc.) that all individuals employed or associated with Premium Affiliate in any way are over the age of eighteen (18) years; and

7.3 That the individual who provides information pursuant to the Program and accepts this Agreement has full, lawful power and authority to enter into and to carry out the terms of this Agreement.

8. UNITED STATES TAXATION
8.1 All United States residents and corporations, and foreign participants who are residents of the United States, are required to provide a completed and signed United States Department of Treasury Internal Revenue Service Form W-9 setting forth information including a United States Federal Employer Identification Number, or Social Security Number.

9. RIGHTS OF SCC
9.1 SCC shall have the right, in its sole and absolute discretion, to terminate the Program and any and all Program Benefits relating to Premium Affiliate's participation in the Program at any time and may do so with or without cause.

9.2 SCC shall have the right, in its sole and absolute discretion, to change or modify the Program, including without limitation, the right to pay an Premium Affiliate participating in the Program based on "click through's" rather than a flat commission or fee for a referral, as defined in section 3. If at any time SCC changes or modifies the Program, Premium Affiliate shall have the right to withdraw and terminate participation in the Program.

10. NO PARTNERSHIP, JOINT OR COLLABORATIVE VENTURE
10.1 Nothing contained in this Agreement shall create or be deemed to create a partnership, joint venture or other business combination or venture of any kind between Premium Affiliate and SCC, its subsidiaries, Premium Affiliated entities, successors or assigns; nor shall any term contained in this Agreement constitute or create any agency or employment relationship between Premium Affiliate and SCC, its subsidiaries, Premium Affiliated entities, successors or assigns.

10.2 SCC has no control over nor ownership interest in Premium Affiliate or Premium Affiliate's Web sites, and Premium Affiliate has no financial or other interest in SCC, its subsidiaries, Premium Affiliated entities or any property owned by such entities, except as expressly set forth herein.

11. NO CONTENT CONTROL, MONITORING OR SUPERVISION
11.1 SCC does not monitor, supervise or review content contained on Premium Affiliate's Web sites. SCC is not responsible for any content appearing or otherwise distributed on, at or in association with Premium Affiliate's Web sites that is provided by Premium Affiliate or independent third parties.

11.2 SCC has no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by Premium Affiliate on, at or in association with Premium Affiliate's Web site except as specifically set forth in this Agreement.

12. NO WARRANTY OR GUARANTEE
SCC makes no guarantee of any kind with respect to the Program or materials provided by, through or in association with the Program, and all materials are provided to Premium Affiliate "as is", and use of the Program and associated materials is solely at Premium Affiliate's risk. SCC disclaims all warranties, either express or implied including, but not limited to, warranties of merchantability and fitness for a particular purpose with regard to the Program and any and all materials of every kind supplied to Premium Affiliate as part of this Program.

13. NO GUARANTEE OF SUCCESS OR PROFITABILITY
SCC cannot guarantee or promise Premium Affiliate any level of success or profitability due to Premium Affiliate's participation in the Program. Premium Affiliate has unilaterally entered into an Internet service business and all risk of loss, cost and expense of Premium Affiliate doing business shall be borne solely by Premium Affiliate.

14. FORCE MAJEURE
Neither party shall be liable for any loss or delay, nor be considered in breach of this Agreement, due to an act of God, fire, natural disaster, terrorist act, strike or other labor stoppage, declaration of war or military intervention, computer system/server failure, network failure, governmental action, or any other cause outside the control of the parties and which cannot be avoided by the exercise of due care.

15. LIMITATION OF LIABILITY
SCC, its subsidiaries, Premium Affiliated entities, employees, independent contractors, agents, representatives, assigns and successors shall not be liable to Premium Affiliate, or any other person or entity, for any direct or indirect losses, injuries or incidental, consequential or other damages (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any SCC website, or arising from or in connection with this Agreement or the use of the SCC Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of SCC's services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML.

16. INDEMNIFICATION
Premium Affiliate shall indemnify and hold SCC, its subsidiaries, Premium Affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors and any successor-in-interest or assign (the "Indemnified Parties") harmless from any breach of this Agreement by Premium Affiliate, including any use of Program materials other than as expressly authorized in this Agreement. Premium Affiliate agrees that the Indemnified Parties shall have no liability in connection with any such breach or unauthorized use, and Premium Affiliate agrees to indemnify for any resulting loss, damage, judgment, award, cost, expense, and attorneys' fees of the Indemnified Parties. Premium Affiliate shall also indemnify and hold the Indemnified Parties harmless from and against any and all claims brought by third parties arising out of Premium Affiliate's use of the information accessed from a SCC Web site.

17. TRANSFER OR ASSIGNMENT
17.1 This Agreement shall not, under any circumstances, be transferred or assigned by Premium Affiliate to any other person or entity, and any attempted transfer or assignment of a membership shall be void.

17.2 SCC may, at any time, in its sole discretion and without prior notice to Premium Affiliate, transfer or assign this Agreement to an Premium Affiliated or non-Premium Affiliated person or entity.

18. MODIFICATION
This Agreement is subject to change or modification by SCC at any time and changes shall become effective upon notice to Premium Affiliate by e-mail, posting at or via hyperlink to a SCC Website, or by mail. An Premium Affiliate may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.

19. NOTICES TO SCC OR Premium AffiliateS
Notices from a SCC Website to Premium Affiliates may be given by means of electronic messages (email), by general posting on the Website, or by conventional mail. Communications from Premium Affiliate to SCC may be made by electronic messages (email) or conventional mail, unless otherwise specified in this Agreement.

All notices to SCC sent by electronic mail shall be to Affiliate s@shakespearecigars.com

Notices from SCC shall be deemed delivered when sent by SCC to Premium Affiliate; notices of changes or modifications to this Agreement shall be accepted by Premium Affiliate upon the first use by Premium Affiliate of the Materials provided in the Program after such notice was sent; and, such acceptance of a change or modification shall be deemed to relate back to the date such change or modification was originally sent by SCC.

20. CHOICE OF LAW, ARBITRATION AND ATTORNEY'S FEES
This Agreement shall be governed by the laws of the state of Florida. In the event of any dispute arising under this Agreement, the parties agree to submit such dispute to binding arbitration in accordance with the rules of the American Arbitration Association without regard to the amount in controversy or the nature of relief sought; except that the parties waive their right to a trial de novo following arbitration. The arbitrator shall be chosen by the parties and shall be a person who is experienced in electronic commercial law and transactions. If the parties cannot agree on a single arbitrator, each party shall forthwith select an arbitrator of its choice, and the arbitrators thus appointed shall then forthwith select a third arbitrator who shall be deemed Chief Arbitrator. Any final determination of an arbitrator shall be final and binding upon the parties. Judgment on the award rendered by the Arbitrator may be entered in any state, territory or possession of the United States. With further respect to any arbitration arising hereunder, the substantially prevailing party in any such action shall be entitled to its costs and reasonable attorneys' fees.

The failure of any party hereto to insist upon strict performance of any covenant or agreement contained herein, or to exercise any option or right, shall not be construed to be a waiver or relinquishment of any such option or right, or of any other covenants or agreements, but the same shall be and remain in full force and effect.

21. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, in any respect, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, but, to the contrary, this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

22. ENTIRE AGREEMENT, HEADINGS, AND NEUTRAL CONSTRUCTION
This Agreement and any changes or modifications thereto by SCC and accepted by Premium Affiliate expresses the entire agreement between the parties regarding Premium Affiliate's participation in the Program, and all materials directly and indirectly related thereto, superseding and negating any prior or contemporaneous agreements, whether written or oral. There are no representations, agreements, arrangements or undertakings relating to the matters addressed which are not fully expressed herein. The headings are for convenience only and shall not be construed to give any substantive meaning to the agreement between the parties. This Agreement shall be construed neutrally and as the commemoration of the mutual assent of both parties rather than for or against either party.

23. REVIEW BY ATTORNEY
SCC strongly advises that Premium Affiliate review this Agreement with an attorney before acceptance of its terms so Premium Affiliate is fully apprised of all its rights, duties and obligations under this Agreement. Premium Affiliate acknowledges that nothing herein and no statement by SCC or any employee, representative, agent or other person associated with SCC has in any way prevented or inhibited Premium Affiliate from seeking such independent legal advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and Premium Affiliate has been given reasonable opportunity to seek the advice of independent counsel with respect to this Agreement and all transactions associated herewith.
24. Set-up Fee
There is a $500 set-up fee for graphic design and set-up. The $500 is rebated back upon achieving a monthly gross sales level of $2000 within 6 months. There is a hosting fee of $10 per month. Fees can change with a 30-day notice.

25. ACCEPTANCE AND EXECUTION
Upon payment of $500 set-up fee to Shakespeare's Cigar Corp, and by supplying SCC with all the information required to create an account on the Program, Premium Affiliate has accepted all of the terms and conditions set forth herein above.
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