This Chamber of E-Commerce Affiliate Program Agreement ("Agreement") contains the complete terms and conditions that apply to your participation in the Chamber of E-Commerce Affiliate Program (the "Program") of International Chamber of E-Commerce, Inc., a State of Florida LLC ("we," "us," "ours," "International Chamber of E-Commerce", "Chamber of E-Commerce").

Enrollment in the Program. Participation in the Program gives the affiliate ("you", "your Chamber") the opportunity to earn commissions from sales of products and/or services offered at; yourchamber.chamberecommerce.com

To begin the enrollment process, you must submit an application form. We will evaluate your application and notify you via email whether or not you have been accepted to participate in the Program. We may reject your application if we determine in our sole discretion that your web site ("Site") is unsuitable for participation in the Program. Unsuitable web sites include, but are not limited to, those that:

a) contain sexually explicit or obscene materials, or other offensive materials;
b) advocate discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or other impermissible criteria;
c) promote or engage in illegal activities;
d) violate intellectual property rights of third parties;
e) contain or promote deceptive information;
f) or promote illegal gambling.

By applying to participate in the Program, you are representing to us that your Site does not do any of the items noted in clauses (a) through (f) and, if you are accepted to participate in the Program, you agree that your Site will not engage in any of the items described above during the period of your participation.

Geographical Limitations. Due to regional and local issues, we are looking mainly for affiliates that are located in and cater to a North American audience (United States and Canada). If you operate a site outside of this area and feel that you can be a productive partner due to a high level of traffic from members in our areas of operation, we will evaluate your application on a case-by-case basis.

Links. If you are accepted to participate in the Program, we will make available to you for use on your Chamber Site the following items: text links, banners, buttons, icons, and other items ("Links"), subject to the terms and conditions hereof. The Links will link to one of our URL (ie. your sub URL), where visitors may purchase member products from your privately branded Chamber of E-Commerce website. You may post as many Links on your Chamber Site as you like. The position, prominence, and nature of the Links on your Site shall comply with any requirements specified by us, but otherwise will be at your discretion. Tracking is provided using the Members Reports section, which updates in real time. Pending sales are reported within minutes under normal circumstances.

Commissions. "Qualifying Link" means a link from your Site to our web site facilitated by the technology of the Chamber of E-Commerce. "Commissionable Purchase" means a purchase of member services at the chamberecommerce.com website completed by a bonafide Customer within 60 days of entry from an Affiliate Link on your site, as recorded by the Member Reports tracking software. Orders placed on our site will be considered "Pending Orders" until payment has been deposited in our account and the order is approved. Once payment has been made and the order approved, the status of these orders will be updated and they will be considered a "Commissionable Order". For each Commissionable Purchase that is recorded by the affiliate tracking software we will pay you, or cause you to be paid, a commission as follows:

·25% of the total sale minus normal and customary credit card processing fees. We will pay you, or cause you to be paid, within forty-five (45) days after the end of each calendar month, the Commissions owed you in accordance with the above-mentioned commission structure, so long as the aggregate Commissions earned by you and not yet paid exceeds $25. Commission checks will be for the applicable amount of Commissions (less any taxes required to be withheld pursuant to applicable law). For any calendar month in which your Commissions do not exceed Twenty-Five Dollars ($25), we shall have the option to pay the same or to withhold such payment and add such Commissions to the next calendar month, if any, for which you are entitled to receive a commission check.

Reporting. You may view you program statistics at any time by visiting the Chamber Affiliate Administration areas located on the website. Statistics reported may include: Total Click-Thru's, Confirmed Sales, Commission, Earnings Per Sale, Total Commission Due on a monthly and overall basis.

Termination; Effect on Commissions; Modification. This Agreement shall be effective on the date we accept your application form and shall continue until terminated by either party. Either you or we may terminate this Agreement, with or without cause, by giving written notice to the other party in the manner specified in this Agreement. You will not have the right to receive any further Commissions following the termination of this Agreement, if you are terminated with cause. If terminated without cause by either party, the Affiliate will be "cashed out" and paid the balance of commissions owed per the policy on payouts in this Agreement. From time to time, we may modify the terms and conditions contained in this Agreement. We agree to make these changes in good faith and will post a change notice on our Web site when we make any such changes. We will notify you by email at the address you provide us of any substantive changes to the terms of this Agreement. Modifications may include, for example, changes in the commission schedule, any bonus payments, payment procedures and Program rules.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, PLEASE CONTACT US WITHIN 30 DAYS OF OUR EMAIL NOTICE TO YOU. IT MAY BE THAT YOUR ONLY RECOURSE WILL BE TO TERMINATE THIS AGREEMENT, HOWEVER, WE WOULD LIKE TO DISCUSS YOUR CONCERNS BEFORE THAT HAPPENS. IF YOU DON'T CONTACT US WITHIN 30 DAYS OF OUR EMAIL NOTICE, WE WILL ASSUME THAT YOUR CONTINUED PARTICIPATION IN THE PROGRAM MEANS THAT YOU HAVE ACCEPTED THE CHANGE.

Licenses; Marks. We grant you a non-exclusive, non-transferable, royalty-free, revocable license (a) to access our web site through the Links and (b) to use our logos, trade names, trademarks, service marks, and similar identifying material (collectively, "Our Marks") included in the Links for the sole purpose of promoting International Chamber of E-Commerce or its products through your Site as contemplated by this Agreement. No right, property, license, or interest in any of Our Marks is intended to be given by us to you or acquired by you under this Agreement, except as stated in the preceding sentence. You may not alter, modify, or change Our Marks in any manner. You may not use Our Marks in any manner that is disparaging or otherwise portrays us in a negative light. Upon termination of this Agreement, you agree to return to us all property and non-public information you received from us and agree to promptly cease using Our Marks. You agree not to challenge the validity of, adopt, or register or attempt to register with any domestic or foreign government, quasi-governmental authority, or domain name registrar, the marks "www.chamberecommerce.com ", " Chamber of E-Commerce", "International Chamber of E-Commerce" or any confusingly similar or derogatory derivation thereof as a trademark, service mark, Internet domain name, trade name, or similar item. You may not use or infringe upon the logos, trade names, trademarks, service marks and similar identifying material or other intellectual property of the third party that administers the Program, without their express prior written consent.

Publicity; Promotional Activities. You may not make any public announcements about your participation in the Program or about the third party that administers the Program or engage in any promotional activities (other than inserting Links on your Site, or emailing your user base with offers from and Links to Chamber of E-Commerce) pertaining to your participation in the Program, without our prior written consent. You agree not to publish or otherwise make any representations, warranties, or other statements concerning us, our web sites, or International Chamber of E-Commerce or any of our products or services, except as expressly authorized by us in writing. We may, in our discretion, announce your use of the Links on your Site, and otherwise advertise market, promote, and publicize this Agreement in any manner, including listing your name and company logo(s) on our web site.

Your Responsibilities. You agree to indemnify, defend, and hold harmless us and our affiliates, directors, officers, employees, and agents, from and against any and all liability, claims, losses, damages, injuries, or expenses (including reasonable attorneys' fees) relating to (a) the contents, development, operation, and maintenance of your/our Site, (b) your breach of this Agreement or any of the terms hereunder, (c) any misrepresentation or breach of a covenant or agreement made by you in your application form, or (d) any claim that our use of your Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party. You are responsible for the contents, development, operation, and maintenance of your/our Site. You are responsible for ensuring that your Site complies with all applicable copyright and other laws. We will not be responsible if your use of another party's copyrighted or other proprietary material is in violation of the law. You agree to maintain in confidence any information we provide you pertaining to us or the third party that administers the Program that is designated as "confidential," "proprietary," or the like or is disclosed in circumstances of confidence, or would be understood by a receiving party, exercising reasonable business judgment, to be confidential.

Anti-Fraud Measures and Forfeitures. We will, from time-to-time, utilize techniques designed to identify fraudulent activities. You understand and agree to cooperate with such efforts, as we, in our sole discretion, deem necessary to identify such attempts at fraud. You further agree that if, for any reason, you or others acting on your behalf are suspected of fraud or other breach of this Agreement, we may, in our sole discretion, suspend or terminate your participation in the Program, retain any unpaid monies, and seek prosecution to the fullest extent of the law. Any retained monies shall be in addition to, not in lieu of, any actual or punitive damages, or right to seek other remedies under law, including, but not limited to, disgorgement of any prior monies paid. You also understand and agree that we may utilize and disclose any personally identifiable information we maintain about you for purposes of seeking remedies under law for any breach of this Agreement.

Unsolicited Email: You will not send unsolicited, commercial email (i.e., "spam") using links to yourchamber.chamberecommerce.com, chamberecommerce.com or International Chamber of E-Commerce, Inc. or its affiliate program, or sales offers. Those using our links, trademarks, logo's, offers, etc in unsolicited emails will be immediately removed from the program.

Disclaimer of Liability. OUR ONLY OBLIGATION TO YOU HEREUNDER IS TO PAY YOU THE COMMISSIONS DESCRIBED HERIN. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. THIS LIMITATION OF LIABILITY APPLIES WHETHER ANY OF SUCH EVENTS WAS ADVERTENT OR INADVERTENT, INTENTIONAL OR UNINTENTIONAL, JUSTIFIED OR NOT, NEGLIGENT OR GROSSLY NEGLIGENT, OR BROUGHT UNDER A CAUSE OF ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN ADDITION TO THE FOREGOING, OUR AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY UNDER ANY THEORY OF RECOVERY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. MOREOVER, AS BETWEEN YOU AND US, OUR WEB SITE, THE LINKS, THE INTERNATIONAL CHAMBER OF E-COMMERCEPRODUCTS, ETC ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE

Arbitration. You agree to the resolution by binding arbitration of all claims, demands, causes of action, disputes, controversies, or other matters in question ("claims") brought by you arising under this Agreement and the transactions contemplated hereby. We reserve the right to bring court actions in any court of competent jurisdiction to enforce our rights under this Agreement. The claims shall be submitted to arbitration and finally settled under the applicable rules of the American Arbitration Association ("AAA") in effect at the time the written notice of the claim is received by us. The arbitration will be held in Orlando, Florida. The award and findings of such arbitrator shall be conclusive and binding upon the parties, and judgment upon such award may be entered in any court of competent jurisdiction. Each party shall pay all costs and expenses of its advisors. The costs and expenses of the arbitration proceedings will be paid by the non-prevailing party or as the arbitrator otherwise determines. Discovery will be permitted to the extent directed by the arbitrator. You agree to pay our costs and expenses (including reasonable attorney's fees) if we are required to enforce this agreement to arbitrate against you.

Contact Info. You may contact us under this Agreement at:

International Chamber of E-Commerce, Inc.
612 East Central Blvd Orlando, Florida 32801
Email address: admin@chamberecommerce.com

We may contact you under this Agreement at the address, including the email address, noted in your application form.Official communications under this Agreement must be in writing and delivered by (a) courier or certified mail to the addresses referenced above or (b) via regular email from and to the applicable email addresses referenced above. A party may change the contact information for sending and receiving notices by giving notice in the manner as stated.

General.

Governing Law; Forum. This Agreement shall be construed, interpreted, and governed by the laws of the State of Florida (without regard to the conflicts of law provisions thereof) and applicable United States federal law. You hereby consent to the personal jurisdiction of the federal and state courts sitting in the county of Orange, State of Florida, USA. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Entire Agreement; Waiver. This Agreement and your application form shall constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes any and all prior written and prior or contemporaneous oral agreements and understandings pertaining hereto. Any waiver or modification of this Agreement shall only be effective as provided in this Agreement or after an affirmation intended to have the effect of a signature by the party sought to be bound by the waiver or modification. In the event of any inconsistency between the terms of this Agreement and the description of the Program that appears on our web site, the terms of this Agreement shall govern. Our failure to exercise any of our rights or remedies hereunder or enforce any provision hereof shall not act as a waiver of any such right, remedy, or provision.

Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect.

Assignment; Survival. You may not assign this Agreement or delegate your rights or obligations under this Agreement, in whole or in part, and any such attempted assignment or delegation will be void. We reserve the right to assign this Agreement or delegate our rights or obligations under this Agreement. All causes of action and any provisions of this Agreement, which by their nature are intended to survive termination, shall survive termination of this Agreement.

Independent Parties. Nothing contained herein shall imply any partnership, joint venture or agency relationship between the parties, and neither party shall have the power to obligate or bind the other in any manner whatsoever.

Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto and, subject to this Agreement, their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person or entity other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

Injunctive Relief; Remedies. You acknowledge a violation of this Agreement could cause irreparable harm to us for which monetary damages may be difficult to ascertain or may be an inadequate remedy. You, therefore, agree that we will have the right, in addition to our other rights and remedies at law or in equity, to seek preliminary injunctions unilaterally without notice and final injunctions with notice, enjoining and restraining any violation, or threatened or intended violation, of this Agreement. Except where otherwise specified, the rights and remedies granted to us under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies that we may possess at law or in equity.

Excuse of Performance. Neither party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.