Laservibe Affiliate Agreement

IMPORTANT: READ CAREFULLY

THIS AFFILIATES PROGRAM AGREEMENT, INCLUDING APPLICABLE OFFERS (COLLECTIVELY, THE "AGREEMENT"), IS A LEGAL AGREEMENT BETWEEN YOU AND LASERRAVE, LLC. ("LASERRAVE") FOR PARTICIPATION IN LASERRAVE'S AFFILIATES PROGRAM ("PROGRAM"). BY REGISTERING FOR AND PARTICIPATING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT REGISTER FOR OR PARTICIPATE IN THE PROGRAM. IF YOU DO NOT AGREE TO AND ACCEPT THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY AND YOU ARE ALREADY A LASERRAVE AFFILIATE, IMMEDIATELY TERMINATE ALL USES OF LASERRAVE'S MARKS AND ANY LINKS TO LASERRAVE'S WEBSITE(S). AS USED IN THIS AGREEMENT "WE" MEANS LASERRAVE AND "YOU" MEANS THE PARTICIPATING WEB AFFILIATE ("AFFILIATE" OR "YOU").

Participation in the Program

This agreement governs participation in the LASERRAVE Affiliates Program only.

Once you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement. You should also note that if you are accepted to participate in the Program and your Site is thereafter determined (in our sole discretion) to be unsuitable based on the criteria below for the Program, we may terminate this Agreement. Below is a list of affiliate content that is unacceptable:

Promote (including, without limitation, links to) sexually explicit materials
Promote violence
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
Promote illegal activities
Manipulate key word searches on portals
Misrepresent themselves as a LASERRAVE Website by copying the visual "look and feel" of or text from LASERRAVE's Site
Include "LASERRAVE" or variations or misspellings thereof in their domain names
Otherwise violate intellectual property rights, including, without limitation, "scraping" text or images from LASERRAVE's Websites
not clearly state an online privacy policy to its visitors
Otherwise are considered offensive or inappropriate at LASERRAVE's discretion

Definitions

1. "LASERRAVE Site" means the website located at the URLs www.laserrave.com and www.laser-rave.com.

2. "Offer" means a specific offer posted by LASERRAVE on its Program Site. The terms and conditions of such Offers shall be incorporated into this Agreement.

3. "Qualifying Link" means a LASERRAVE link from your Site to LASERRAVE's Site using one of the Required URLs or any other URL or graphic link provided by LASERRAVE for use in the Program.

4. "Qualifying Product" means a LASERRAVE product or service that is offered for sale by LASERRAVE at the LASERRAVE Site and is the subject of an Offer.

5. "Qualifying Product Sales" means sales of Qualifying Products offered at LASERRAVE's Site and specifically excludes sales of LASERRAVE products and services sold: (a) by phone, (b) through any LASERRAVE sales segment other than its web site.

6. "Qualifying Product Revenues" means revenues derived by us from Qualifying Product Sales, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, bad debt, and promotional discounts as advertised.

7. "Required URLs" means the special URLs specified in an Offer to be used to link from your Site to LASERRAVE's Site.

8. "Session" means the period between the time a Customer (as defined in Section 5.1 below) first clicks on a Qualifying Link on your Site and the time the Customer makes an online purchase at the LASERRAVE Site, provided that both the click on the Qualifying Link and such online purchase is made during the same browser session. By way of example and for clarification, a Session will occur if a Customer exits the LASERRAVE Site after clicking through a Qualifying Link but returns directly to the LASERRAVE Site during the same browser session. However, a Session will not occur if a Customer exits the browser after clicking through a Qualifying Link, then relaunches the browser and returns to the LASERRAVE Site.

9. "Site" means a World Wide Web Site and, depending on the context, includes the website that you will link to the LASERRAVE Site as identified in your registration form.

Offers

0. From time to time, LASERRAVE may post Offers to pay participating LASERRAVE web affiliates, a specified referral fee on certain Qualifying Product Sales to third parties through a Qualifying Link.

1. The terms of an Offer shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Offer and the terms of this Agreement, the terms of the Offer shall govern.

2. At any time prior to you providing a Qualifying Link, LASERRAVE may with or without notice (a) change, suspend or discontinue any aspect of an Offer or (b) remove, alter, or modify any graphic or banner ad provided to you pursuant to an Offer. You agree to promptly implement any request from LASERRAVE to remove, alter or modify any graphic or banner ad submitted by you that is being used in connection with an Offer.

Your Responsibilities

0. You shall only link your Site to areas within LASERRAVE's Site using Required URLs for the Program. You may post as many links to the Required URLs as you like. The position, prominence and nature of links on LASERRAVE's Site shall comply with any requirements specified in the Offer, but otherwise will be in LASERRAVE's discretion. Only valid Qualifying Links will be tracked for purposes of determining referral fees that you may be eligible to receive on Qualifying Product Sales generated through your Site.

1. LASERRAVE will not, and is not obligated to, make any representations, warranties or other statements concerning you, your Site, any of your products or services, or your Site policies, except as expressly authorized by the Offer.

2. You will be solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site. We disclaim all liability for such materials. You shall indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance and contents of your Site. You are also responsible for notifying us of any malfunctioning of the Required URLs or other problems with your participation in the Program in accordance with the terms of the Offer and this Agreement. LASERRAVE (or a designee) will respond in normal course to all concerns upon notification.

3. You will (1) not make any representations, warranties or other statements concerning LASERRAVE or LASERRAVE's Site and(2) protect LASERRAVE’s confidential information.

Referral Fees

0. We agree to pay you the referral fee based on Qualifying Product Revenues specified in the Offer if: (a) a visitor to the LASERRAVE Site (a "Customer") purchases a Qualifying Product, accepts the Qualifying Product, and remits full payment to us; (b) that Customer has accessed the LASERRAVE Site and completed a Qualifying Product Sale online via a Qualifying Link from your Site, provided that it is the last link to the LASERRAVE Site that the Customer uses during a Session where a sale of a product to Customers occurs; (c) that Customer does not subsequently return or cancel the Qualifying Product purchased for three months or 90 days; (d) the Customer's order for the Qualifying Product did not involve interaction with a live LASERRAVE sales consultant (e.g., Customer saves the order for the Qualifying Product in a "Cart" and then calls a LASERRAVE sales consultant to complete the order); and (e) you have not otherwise received a referral fee, discount or other payment from LASERRAVE based on that Qualifying Product and/or Service Sale. In the event that a Customer purchases a LASERRAVE product or service through another LASERRAVE sales segment after accessing the LASERRAVE Site through a Qualifying Link, LASERRAVE is not obligated to pay you a referral fee.

1. LASERRAVE shall have the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between LASERRAVE and the Customer. Customers who buy products through this Program will be deemed to be Customers of LASERRAVE. Accordingly, all LASERRAVE rules, policies, and operating procedures concerning customer orders and returns, customer service, customer data, and product sales will apply to those Customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on your Site, you may not include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.

2. All determinations of Qualifying Links and whether a referral fee is payable will be made by LASERRAVE and will be binding.

3. For unresolved credit issues needing review, orders will need to be submitted to your current LASERRAVE contact or to affiliates@laserrave.com within 90 days of the transaction date.

Referral Fee Payment

0. Unless otherwise stated in an Offer Addendum, we will pay your referral fees net 30. This means that all payment will go out within 30 days of the end of a month provided that you have reached a minimum affiliate earning of $50. If a customer returns a Qualifying Product that generated a referral fee, we will deduct the corresponding referral fee directly from your affiliate account.

Ownership and Licenses

0. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

1. We grant you a limited, revocable, non-exclusive, license to use the graphic image and text, which may include our name, logos, trademarks, service marks (collectively, the "LASERRAVE Marks"), designated in the Offer, only as provided to you through our Web Site and solely for the purpose of creating links from your Site to our Site pursuant to this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Any prominent use of the LASERRAVE Marks on your Site must be approved by LASERRAVE prior to publishing. We may revoke your license at any time by giving you written notice.

2. As a condition to your acceptance and participation in the Program, you agree to not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement:

Use or otherwise incorporate the word "LASERRAVE", "LASER-RAVE" , or variations or misspellings in the domain name(s) of your Site(s), on any meta tags of Web pages comprising your Site, or in advertising or searchable keywords;
Modify or alter LASERRAVE's Site in any way;
Make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting LASERRAVE's Site, e.g. "framing" the LASERRAVE Site, without LASERRAVE's prior written approval; or
"Scrape" or "spider" the LASERRAVE Site or any LASERRAVE website for content (such as images, logos and text).

Termination

0. Either party may terminate an Offer at any time by removing their affiliate links associated with that Offer. Termination of a specific Offer shall not be deemed to terminate any other Offers.

1. Either party may terminate this Agreement at any time, for any reason, upon five (5) days prior written notice of such termination to the other party.. In addition, LASERRAVE shall be entitled to terminate this Agreement immediately if you materially breach or violate any terms or conditions of this Agreement, or if LASERRAVE determines, in its sole discretion, that there are technical, or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect the implementation of the Program, or the orders/referrals were obtained fraudulently, or through misrepresentation, in which case LASERRAVE reserves the right to withhold payment of associated referral pending an investigation of the suspected fraud or misrepresentation. Termination of this Agreement shall also terminate any outstanding Offer. However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement.

2. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your Site, all links to our Site, and all LASERRAVE trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

3. You are only eligible to earn referral fees on Qualifying Product Revenues occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related Qualifying Products are not canceled or returned by a Customer. In addition, we may invoice you for referral fees that were paid to you prior to termination if those referral fees relate to Qualifying Products that are subsequently canceled or returned by a Customer. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Representations

0. You represent and warrant that (a) you have the authority to enter into this Agreement and sufficient rights to grant any licenses expressed herein, and (b) any material displayed on your Site will not: (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; (vii) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; (viii) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines' or (ix) otherwise constitutes an "unsuitable Site" as determined by LASERRAVE in accordance with the terms outlined in the Section I. above titled "Participation in the Program."

1. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LASERRAVE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM OR THAT OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Indemnification

Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

Limitation of Liability

In no event will either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages arising from or related to this Agreement or any Offer bound by this Agreement, even if informed of the possibility of such damages. Further, LASERRAVE's aggregate liability arising from this Agreement and the Program shall not exceed the total referral fees paid or payable to you under this Agreement.

General

0. No Agency. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect, and nothing in this Agreement (including any Offer) shall create any partnership, joint ventures, agency, franchise, sales representative or employment relationship between the parties. Neither party shall make any statement, whether on their sites or otherwise, that reasonably would contradict anything in the paragraph.

1. Responsibility for Binding Agreement. You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit Customer referrals on terms that may differ from those contained in this Agreement or operate Sites that are similar to or compete with your Site. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

2. Jurisdiction; Venue. THIS AGREEMENT HAS BEEN MADE IN AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE STATE OF FLORIDA WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN FT LAUDERDALE, FLORIDA, and you irrevocably consent to the jurisdiction of such courts.

3. Notice. Any notices required or permitted by this Agreement must be delivered to LASERRAVE via registered mail to:

LaserRave, LLC
1440 Coral Ridge Drive
Suite 167
Coral Springs, FL 33071

Any notices required or permitted by this Agreement or communications in connection with this Program will be sent to you by LASERRAVE via e-mail at the address you provided when you registered to become a member.

4. Counterparts; Manifestation of Assent. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution and manifestation of assent may be achieved in any format convenient to the parties.

5. Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

6. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our sole discretion. 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.

7. Equitable Relief. The parties agree that any breach of either of the party's obligations regarding trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or user data may result in irreparable injury for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party's obligations regarding trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or user data, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.

8. Obligation to Mediate in Good Faith. Except as provided in this Section 12.7, before either party initiates a lawsuit against the other relating to this Agreement, the parties agree to mediate all disputes and claims arising out of or relating to this Agreement, the parties' performance under it, or its breach. To this end, either party may request, after informal discussions have failed to resolve a dispute or claim, that each party designate an officer or other management employee with authority to bind the party to meet in good faith and attempt to resolve the dispute or claim through mediation. During their discussions, each party will honor the other's reasonable requests for information that is not privileged and relates to the dispute or claim. This Section does not apply (i) should the expiration of the statute of limitations for a cause of action be imminent, or (ii) if a party is seeking an injunction pursuant to Section 12.8.

9. Force Majeure. You acknowledge that LASERRAVE's servers, equipment, and services (e.g. tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond LASERRAVE's reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement. LASERRAVE will use commercially reasonable efforts to provide the services contemplated under this Agreement and to remedy any temporary interruptions or other problems that adversely affect the Program.

10. Attorneys' Fees. In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party is entitled to receive from the other party, will be entitled to receive its reasonable attorneys' fees and costs incurred in LASERRAVE enaging such action.

11. Survival. Sections 8 (Termination), 10 (Indemnification), 11 (Limitation of Liability), and 12 (General), including all subsections thereof, shall survive the termination of this Agreement.

12. Modifications. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Web. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.