Terms

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These Terms and Conditions shall govern participation in the Officepro.com Affiliate Program (hereinafter, either the "Officepro.com Affiliate Program" or the "Program"), which is offered by Officepro.com, and its parent company Marketwizz Internet Solutions (collectively referred to as "Officepro.com"), which operates a web site at www.Officepro.com. The Officepro.com Affiliate Program is offered to individuals or entities operating other web sites subject to these Terms and Conditions. The term "Affiliate" shall refer to any individual or entity who accepts these Terms and Conditions by submitting a referral application.

1.0 Officepro.com AFFILIATE PROGRAM

The Officepro.com Affiliate Program enables users to add certain links and promotional features to their web sites for which they will be eligible for compensation in accordance with, and subject to, these Terms and Conditions. Certain software and services which enable the Program to function are provided by Marketwizz Internet Solutions. Officepro.com reserves the right, in its sole discretion, to alter the Program at any time for any reason or for no reason at all. Officepro.com reserves the right, in its sole discretion, to terminate the Program at any time for any reason or for no reason at all.

2.0 REGISTRATION AND ACCEPTANCE

2.1 Age of Consent. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that he or she is of the legal age of consent in all applicable jurisdictions and, in any event, is at least 18 years of age. Any parent/guardian of a person less than 18 years of age may accept these Terms and Conditions on behalf of such person; however, in no event shall any person less than 13 years of age participate in the Program. Parents/guardians must complete the required registration information for themselves in addition to for their children. By registering for the Program and accepting these Terms and Conditions on behalf of a child, any such parent/guardian hereby represents and warrants that he or she shall assume full responsibility for his or her child's participation in, compliance with, and conduct in connection with the Program.

2.2 Authority to Participate. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that he or she can lawfully bind him or herself to these Terms and Conditions and can lawfully participate in the Program in the jurisdiction(s) where Affiliate is located. No Affiliate may participate in the Program where doing so would be prohibited by any law or regulation having the force of law applicable to Affiliate.

2.3 Content of Affiliates Web Site(s). By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that his/her web site(s) does not and will not contain, display or include obscene, indecent, child pornography, hateful, racist, or vulgar content, including, but not limited to, text, graphics and images. By registering for the Program and accepting these Terms and Conditions, Affiliate represents and warrants that his/her web site(s) contains and displays content (including, but not limited to, text, graphics and images) in addition to the links, promotional materials, and branding made available pursuant to the Program.

2.4 Information Submitted by Affiliate. By accepting these Terms and Conditions, Affiliate represents and warrants: (i) that all information submitted by Affiliate in registering for the Program is true, accurate, current, and complete; and (ii) that Affiliate shall maintain and update information submitted in registering for the Program in order to keep it true, accurate, current and complete at all times. If any information that Affiliate submits in the registration process is untrue, inaccurate, not current or incomplete, Officepro.com shall have the right to immediately terminate Affiliate's participation in the Program.

2.5 Binding Acceptance. In order to participate in the Program, Affiliate will be required to enter certain registration information and to click the "I Agree " button. BY PROVIDING REGISTRATION INFORMATION AND CLICKING THE "I AGREE " BUTTON, AFFILIATE AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. If these Terms and Conditions or any future amendment or modification thereto are unacceptable to Affiliate, Affiliate may cancel its participation in the Program pursuant to Section 7.0 regarding termination.

2.6 Participation by Nonresident Aliens and Other Foreign Persons. If you are a nonresident alien or other foreign person (such as a foreign corporation), you will be entitled to participate in the Program only if the commissions you derive from participation in the Program are not effectively connected with the conduct of a trade or business in the United States.

2.7 Modification and Amendment of Terms and Conditions. Officepro.com reserves the right, in its sole discretion, to change, modify, add or remove all or part of these Terms and Conditions. Officepro.com will notify Affiliate of any modifications or amendments to these Terms and Conditions in accordance with the notice provisions of Section 15.0. As used throughout these Terms and Conditions, the phrase "Terms and Conditions" shall include any amendments or modifications to the Terms and Conditions expressed herein.

3.0 AFFILIATE'S OBLIGATIONS

3.1 Responsibility for Web Sites. Affiliate acknowledges and agrees that it shall be solely responsible for Affiliate's web site(s) and all content, products, services, and/or links displayed on or made available through or in connection with such web site(s).

3.2 Use of Links, Promotional Materials, and Branding. Affiliate agrees that it will only use the links, promotional materials, and branding made available through the Program in the precise manner and mode by which such links, promotional materials, and branding are made available pursuant to the Program. Affiliate further agrees that it will only use such links, promotional materials, and branding for the purpose of establishing links to Officepro.com, referring users to the products made available on Officepro.com, and promoting Officepro.com. Affiliate further agrees that it will only use the links, promotional materials, and branding made available pursuant to the Program as additions to the content displayed on his/her web site(s) and that such links, promotional materials, and branding shall not be the sole content on his/her web site(s).

3.3 Prohibited Conduct.
Affiliate represents and warrants as follows:

  • Affiliate will not alter the links, promotional materials, and branding made available pursuant to the Program and will only use such links, promotional materials, and branding in the exact shape, colors, design, and configuration in which such items are made available pursuant to the Program.
  • Affiliate will not use mass mailings or spam to promote any product or service of Officepro.com or it's parent company Marketwizz Internet Solutions.
  • Affiliate will display all links, promotional materials, and branding made available pursuant to the Program alone, with reasonable spacing between each side of such item and other graphic or textual elements.
  • Affiliate will not use any links, promotional materials, and branding of Officepro.com's other than those made available through the Program.
  • Affiliate will not claim or hold itself out as claiming any sponsorship by, endorsement by, or affiliation with Officepro.com or its parent corporation, subsidiary corporations, successors, and assigns.
  • Affiliate will not violate or encourage any third party or entity to violate any law or regulation having the force of law, including, but not limited to, laws prohibiting the sale of certain goods and services, laws prohibiting the export of certain goods or services, and laws prohibiting the obscenity.
  • Affiliate will not defame, impersonate or invade the privacy of any third party or entity or encourage any third party or entity to do the same.
  • Affiliate will not engage in any conduct that infringes the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others or encourage any third party or entity to do the same.
  • Affiliate will not place links, promotional materials or branding made available through this Program on a web site(s) that violates or encourages others to violate any applicable law or regulation having the force of law, or that includes offensive, racist, or hate content.
  • Affiliate will ensure that its web site(s) will not inhibit a user's ability to return to Officepro.com.


3.4 Termination of Participation. Without limitation, Affiliate's participation in the Program may be terminated, where Officepro.com, in its sole discretion, determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s) are illegal, obscene, indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate by Officepro.com in its sole discretion; (2) that Affiliate or Affiliate's web site(s) is or has become the subject of a government complaint or investigation or other legal or administrative action; or (3) that Affiliate or Affiliate's web site(s) violates, has violated, or threatens to violate either the letter of these Terms and Conditions or the spirit behind them.

4.0 AFFILIATE'S AUTHORITY

Affiliate represents and warrants as follows:
  • that Affiliate has full power and authority under all applicable laws and regulations having the force of law to accept and by bound by these Terms and Conditions;
  • that Affiliate has full power and authority under all applicable laws and regulations having the force of law to promote Officepro.com by displaying the links, promotional materials, and branding offered through the Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding;
  • that Affiliate has full power and authority under all applicable laws and regulations having the force of law to receive compensation in accordance with these Terms and Conditions for displaying the links, promotional materials, and branding offered through the Program, including but not limited to holding all necessary licenses, consents, and approvals from all private and governmental entities in all applicable jurisdictions necessary to display the links, promotional materials, and branding; and
  • that Affiliate has full power and authority under all applicable laws and regulations having the force of law to copy and display the materials (including but not limited to text, graphics and images) used or displayed at Affiliate's web site(s), including but not limited to holding all necessary licenses with respect to materials owned by third parties.


5.0 PROPRIETARY RIGHTS

5.1 License. Affiliate is hereby granted a non-exclusive, non-transferable license to copy onto and display from Affiliate's web site(s) the links, promotional materials, and branding made available through the Program in accordance with, and subject to, these Terms and Conditions during such time as Affiliate is eligible to participate, and is, in fact, participating, in the Program. Except as expressly stated herein, Affiliate shall not make any other use of Officepro.com's trademarks, service marks, copyrighted content, or other material protected by any proprietary rights. Upon request of Officepro.com, Affiliate shall provide appropriate attribution of the use of Officepro.com' marks (e.g., "Officepro.com is a service mark of Marketwizz Internet Solutions. All rights reserved.").

5.2 Officepro.com Intellectual Property. Affiliate acknowledges and agrees that the content available through the Program, including, but not limited to, links, promotional materials, and branding, and the content and Services available through Officepro.com' web site are protected by copyright, trademark, patent, trade dress or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 5.1 above.

5.3 Unauthorized Access. Affiliate shall not attempt directly or indirectly to gain unauthorized access to any servers controlled, in whole or in part, by Officepro.com or to any servers controlled, in whole or in part, by Marketwizz Internet Solutions.

5.4 Notifications of Intellectual Property Infringement. Officepro.com processes, investigates, and responds to notifications of alleged infringement in accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Officepro.com will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Officepro.com will terminate access for subscribers and account holders who are repeat infringers. Notices of claimed infringement should be directed to:
sales@Officepro.com

The words "Notice of Infringement" should be put in the subject line of all such notifications.
If Officepro.com removes or disables access to any user's material that is claimed to be infringing, Officepro.com may attempt to contact the user in order to give the user an opportunity to respond to the notification, although Officepro.com makes no promise to do so. Any and all counter notifications submitted by the user will be furnished to the complaining party. Officepro.com will give the complaining party an opportunity to seek judicial relief in accordance with the DMCA before Officepro.com replaces or restores access to any material as a result of any counter notification.
Officepro.com will respond to all other notifications of claimed infringement of intellectual property rights in accordance with applicable laws.

5.5 Notifications of Claimed Infringement by Affiliate. Affiliate agrees to assume sole responsibility for compliance by Affiliate and Affiliate's web site(s) with all applicable intellectual property laws and all other laws. In the event that Officepro.com should receive any notification of claimed infringement by Affiliate, Affiliate agrees to cooperate with Officepro.com in expeditiously responding to such notification and resolving any claim of infringement.

6.0 COMPENSATION

6.1 Commissions. Officepro.com shall compensate each Affiliate for sales of Quick Pay Office Pro Checks by Fax Software generated by the links, promotional materials, and branding that are displayed on Affiliate's web site(s) in accordance with Officepro.coms' then current commission schedule. Such commissions shall be payable in U.S. dollars and will be deposited into Affiliates' PayPal account.
If you are a U.S. citizen or resident or other non-foreign person, participation in the Program and payment of commissions is conditioned upon your satisfactory completion of Internal Revenue Service Form W-9 and any other tax forms that Officepro.com, in its sole discretion, determines to be necessary or appropriate.
If you are a nonresident alien of the United States or other foreign person (such as a foreign corporation), participation in the Program and payment of commissions is conditioned upon your satisfactory completion of a Certification Form, the form of which shall be determined by Officepro.com, by which you certify that commissions you derive from participation in the Program are not effectively connected with the conduct of a trade or business in the United States. If your commissions become effectively connected with the conduct of a trade or business in the United States, you will immediately become ineligible for participation in the Program and must notify Officepro.com of this change in status within 30 days of the change. If no date of change is given in the notice, the change will be deemed to have occurred 30 days prior to receipt by Officepro.com of the notice.
Nonresident aliens participating in the Program who become a U.S. citizen or resident will immediately become ineligible for participation in the Program and must notify Officepro.com of their change in status within 30 days of the change. If no date of change is given in the notice, the change will be deemed to have occurred 30 days prior to receipt by Officepro.com of the notice. A former nonresident alien will thereafter become entitled to re-enter the Program upon satisfactory completion of Internal Revenue Service Form W-9 and any other tax forms that Officepro.com, in its sole discretion, determines to be necessary or appropriate.
It is each Affiliate's (and not Officepro.coms') obligation to ensure that the Affiliate obtains, completes in full and provides Officepro.com with the necessary and appropriate Internal Revenue Service or other tax forms so that Officepro.com may pay such Affiliate any commissions due Affiliate. Officepro.com shall not make any commission payments to a Affiliate unless and until the Affiliate provides Officepro.com with the necessary and appropriate Internal Revenue Service or other tax forms.
Click here for Internal Revenue Service Form W-9 and here for W-9 instructions. Please print, complete in full, and send to Officepro.com at the following address the necessary forms: Officepro.com, Inc., ATTN: Officepro.com Affiliate Network, 309 N. Claremont Ave, Fresno CA 93727 Attention: Accounts Payable (Affiliate Network). PLEASE WRITE THE URL OF YOUR SITE AND YOUR CONTACT EMAIL ON THE TOP OF THE W-9 OR CERTIFICATION FORM.

6.2 Time of Payments. Commissions shall be paid to Affiliate once a sale is confirmed, with credit card purchases this will normally be within 72 hours, check purchases must first clear the bank and can take 5-10 days.

6.3 Forfeiture of Accrued Commissions in Cases of Breach. Any Affiliate who violates these Terms and Conditions will immediately forfeit any right to accrued commissions.

7.0 TERMINATION

7.1 Termination. Affiliate's participation in the Program is terminable at any time and for any reason or for no reason at all, in Officepro.com' sole discretion. Without limitation, Affiliate's participation in the Program shall be deemed automatically terminated immediately upon Affiliate's change in taxpayer status pursuant to Section 6.1 or upon Affiliate's violation of these Terms and Conditions or of any applicable law or regulation having the force of law. In addition, without limitation, Affiliate's participation in the Program may be terminated where Officepro.com, in its sole discretion determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s) are obscene, indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate by Officepro.com, in its sole discretion; (2) that Affiliate or Affiliate's web site(s) is or has become the subject of a government complaint or investigation or other legal action; or (3) that Affiliate or Affiliate's web site(s) threatens to violate either the letter of these Terms and Conditions or the spirit behind them.

7.2 Notice of Termination. Officepro.com shall provide notice of termination pursuant to Section 15.0 governing notices. Where Affiliate's participation in the Program is terminated automatically as described in Section 7.1 above, no notice of termination need be provided for such termination to be effective.

7.3 Effect of Termination. Upon termination, Affiliate shall immediately cease and desist from exercising any rights conferred by these Terms and Conditions, including, without limitation, from making any use of the links, promotional materials, and branding made available through the Program. Upon termination, Affiliate may not register for any subsequent participation in the Program or rejoin the Program, without the prior, written consent of Officepro.com.

7.4 Waiver. Affiliate expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.0.

7.5 Survival. The provisions of Sections 4.0, 5.0, 7.0, 8.0, 9.0, 10.0, 11.0, 12.0, 13.0, 16.0, 17.0, 18.0, 19.0, 21.0, and 22.0 shall survive any termination of Affiliate's participation in the Program.

8.0 AFFILIATE'S PRIVACY


8.1 Social Security Number or Taxpayer Identification Number. Affiliate who is a U.S. citizen or resident or other non-foreign person acknowledges that Affiliate's U.S. social security number or taxpayer identification number will be provided on any Internal Revenue Service Forms 1099, Forms 1042-S, or any other tax forms required to be furnished to Affiliate and provided to the Internal Revenue Service to reflect commissions earned pursuant to the Program. Officepro.com may need to provide this social security number or taxpayer identification number to Marketwizz Internet Solutions in connection with the processing of commissions and Forms 1099, Forms 1042-S, and any other tax forms pursuant to the Program.

8.2 Password. Affiliate shall receive a password to access Affiliate's account. Affiliate is entirely responsible for any and all activities which occur under Affiliate's password. Affiliate agrees to keep its password confidential, to allow no other person or company to use its password, and to notify Officepro.com promptly if Affiliate has any reason to believe that the security of its account has been violated.

8.3 Technical Access. Affiliate acknowledges and agrees that the technical processing of Affiliate's registration information is and may be required: (a) for the Program to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Program; or (d) to conform to other, similar technical requirements. Affiliate also acknowledges and agrees that Officepro.com may access Affiliate's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Program; provided, however, that nothing in this section shall impose such a duty on Officepro.com. Affiliate acknowledges and agrees that Affiliate's Social Security Number or Tax Identification Number will be required in order to provide Affiliate Internal Revenue Service forms 1099 in connection with federal tax obligations arising from commission earned pursuant to the Program.

8.4 Contact. Officepro.com and/or Marketwizz may contact Affiliate directly from time to time.

8.5 Privacy Policy. Except as expressly provided in these Terms and Conditions, information submitted by Affiliate in connection with the Program shall be governed by Officepro.com's Privacy Policy.

9.0 INDEMNITY

Affiliate agrees to indemnify and hold harmless Officepro.com, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including, without limitation, penalties, interest, reasonable attorneys' fees and costs claimed, demanded, or incurred in connection with any claim or demand, made by any third party due to or arising directly or indirectly out of Affiliate's conduct, Affiliate's participation in the Program, any content, goods, services, or links displayed on or made available through or in connection with Affiliate's web site(s), any claim that Officepro.com is obligated to pay tax obligations in connection with compensation paid to Affiliate pursuant to the Program, any alleged violation of these Terms and Conditions, any alleged violation of any applicable law or regulation, or any alleged violation of any rights of another, including but not limited to Affiliate's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Affiliate's web site(s). Officepro.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate, but doing so shall not excuse Affiliate's indemnity obligations. Officepro.com shall have the right to participate in the defense of all claims pursuant to this Section.

10.0 TAX OBLIGATIONS

Affiliate shall be solely responsible for all tax obligations due to all taxing authorities arising from or in connection with Affiliate's participation in the Program, including, without limitation, foreign, U.S. federal, state, and local withholding taxes and FICA, FUTA, Social Security, Medicare, SUI, and any other such taxes and deductions ("Taxes") with respect to any earnings or payments made hereunder, whether or not Officepro.com legally is required to deduct said Taxes from the payments due to Affiliate hereunder ("Taxes"). Affiliate understands and agrees that Officepro.com shall not be responsible withholding any Taxes from any payments due to Affiliate. Affiliate agrees to indemnify and reimburse Officepro.com from any claim for assessment of Taxes by any foreign, U.S. federal, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this paragraph.

11.0 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

11.1 Disclaimer of Warranties.THE PROGRAM, INCLUDING ALL SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM, ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, Officepro.com DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PROGRAM, INCLUDING THE SERVICES PROVIDED IN CONNECTION WITH THE PROGRAM. Officepro.com DISCLAIMS ALL LIABILITY FOR THE SOFTWARE AND SERVICES PROVIDED BY MARKETWIZZ. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH PARTICIPATION IN THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

11.2 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL Officepro.com BE LIABLE TO AFFILIATE ON ACCOUNT OF AFFILIATE'S PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, INABILITY TO PARTICIPATE IN THE PROGRAM, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE PROGRAM. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF Officepro.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM PARTICIPATION IN THE PROGRAM, USE OR MISUSE OF THE PROGRAM, RELIANCE ON THE PROGRAM, FROM INABILITY TO PARTICIPATE IN THE PROGRAM, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PROGRAM OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE Officepro.com NETWORK. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. AFFILIATE HEREBY WAIVES ANY AND ALL RIGHTS TO SPECIFIC PERFORMANCE OR EQUITABLE RELIEF. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

12.0 RELEASE

Affiliate hereby agrees to release Officepro.com and its parents, subsidiaries, affiliates, officers, directors, agents, shareholders, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that Affiliate may have against them arising out of or in any way related to such disputes and/or to the Program. Affiliate hereby agrees to waive all laws that may limit the efficacy of such releases.

13.0 NO RESALE, ASSIGNMENT, OR SUBLICENSING

Affiliate agrees not to resell, assign, sublicense, otherwise transfer, or delegate its rights or obligations under these Terms and Conditions without the prior express written authorization of Officepro.com.

14.0 FORCE OF NATURE

Under no circumstances shall Officepro.com be liable for any delay or failure in performance under these Terms and Conditions resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

15.0 NOTICES

Notices or communications pursuant to these Terms and Conditions shall be sent by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the following addresses: (a) if to Officepro.com, such notices shall be addressed to
affiliates@Officepro.com. , (b) if to Affiliate, such notices shall be addressed to the electronic or mailing address specified when Affiliate registers for participation in the Program, or (c) such other address as either party may give the other by notice as provided above.

16.0 ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.

17.0 CHOICE OF LAW AND FORUM

These Terms and Conditions shall be governed by and construed in accordance with, and all legal issues arising from or related to Affiliate's participation in the Program shall be determined by, the laws of California without regard to that state's conflict of law provisions. The state and federal courts of California shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating to these Terms and Conditions or to Affiliate's participation in the Program. Affiliate and Officepro.com consent to personal jurisdiction and venue in the appropriate state court in Fresno County, Fresno CA or the United States District Court CA.

18.0 NON-WAIVER AND SEPARABILITY

Officepro.coms' failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of these Terms and Conditions remain in full force and effect.

19.0 LIMITATION OF ACTIONS

Affiliate agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to participation in the Program or to these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

20.0 CONSTRUCTIONS

All headings in these Terms and Conditions are for convenience only and shall have no legal or contractual effect. Whenever the context permits, the use of a particular gender shall include the masculine, feminine and neuter genders, and any reference to the singular or the plural shall be interchangeable with the other.

21.0 RELATIONSHIP OF PARTIES

Officepro.com and Affiliate are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other. Under these Terms and Conditions, Affiliate is contracting solely to provide advertising services for Officepro.com in accordance with these Terms and Conditions.

22.0 MISCELLANEOUS

22.1 Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

22.2 Severability. Each provision of these Terms and Conditions shall be severable from every other provision of these Terms and Conditions for the purpose of determining the legal enforceability of any specific provision.
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Checks by Fax Software Company ~ Quick Pay Office Pro ~ Sales by MIS Since 1995
Checks by Fax Software Company owned and Operated by MIS
PO Box 3251 Holiday Island AR 72631
Voice 479-696-9401 ~ Fax 479-696-9400
MIS 1995, 2002