Infraspection Store Affiliate Partner Application

Affiliate Partner Program Agreement

This agreement outlines the relationship between you (“AFFILIATE”) and T/IR Systems, L.L.C., a New Jersey limited liability company trading as Infraspection Institute ("INFRASPECTION INSTITUTE") located at 425 Ellis Street, Burlington, NJ 08016. Affiliate and Infraspection Institute, in consideration of the mutual covenants hereinafter contained, agree as follows:

1) TERM OF THE AGREEMENT

The term of this Agreement will begin upon Infraspection Institute’s acceptance of your Affiliate Partner application and will end when terminated by either party. Either Affiliate or Infraspection Institute may terminate this Agreement at any time, with or without cause, by giving the other party written or verbal notice of termination. Affiliate is only eligible to earn commissions on sales occurring during the said term. Infraspection Institute also reserves the right not to accept any website for any reason whatsoever into the Infraspection Institute Affiliate Partner Program.

2) MODIFICATION

Infraspection Institute may modify any of the terms and conditions contained in this Agreement, at any time and at its sole discretion, by posting a change notice or a new agreement on this website. Modifications may include, for example, changes in the scope of available commissions, payment procedures and Affiliate Partner Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PARTNER PROGRAM FOLLOWING INFRASPECTION INSTITUTE’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THIS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

3) PROMOTION OF OUR AFFILIATE AGREEMENT

As an Affiliate Partner, Infraspection Institute will make available to you a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas on your website as you desire. The Links will serve to identify your site as a member of the Infraspection Institute Affiliate Partner Program and will establish a link from your website to our website.

a. Agreements Regarding Links: In utilizing the Links, Affiliate Partner agrees to cooperate fully with Infraspection Institute in order to establish and maintain such Links.

You also agree that you will display in your site only those graphic or textual images (indicating a Link) that are provided by Infraspection Institute, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. Affiliate shall display such graphic and/or textual images prominently in relevant sections of their site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site.

b. Infraspection Institute will refuse all applications or signups from affiliates which we believe participate in unapproved marketing practices and techniques for driving traffic, including but not limited to: spyware, adware, parasiteware, cookie-stuffing, misleading redirect scripts, etc. Infraspection Institute reserves the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the program and will forfeit all commissions. Infraspection Institute encourages affiliates to report suspicions of such relationships and upon receipt of sufficient proof, as judged by Infraspection Institute, we reserve the right to assign an amount equal to the unpaid monies earned by the offending affiliate (or a part thereof) to the reporting affiliate as a bounty. Violation of these policies may be reported to affiliates@infraspection.com

4) OUR RESPONSIBILITIES

Infraspection Institute will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. Infraspection Institute will be solely responsible for processing every order placed by a customer following a special Link from your site to our site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Partners regarding sales. Infraspection Institute will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service. We reserve the right to reject any order that does not comply with our rules, operating procedures and policies.

5) RESPONSIBILITIES AND OPPORTUNITIES OF AFFILIATE SITES

a. If you qualify and agree to participate as an Affiliate Site, you shall display Links prominently throughout your site as you see fit and with our consent.

b. Contests and Promotions: As an Affiliate, you will be entitled to participate and promote on your site any sweepstakes, contests, and special promotions we may offer, and in connection therewith, we shall make such contests and promotions available to users of your site. In addition, you will be entitled to earn commissions for customer orders under the terms and conditions set forth under sections 7 and 8.

Compliance with the Agreement: Infraspection Institute has the right, at our sole discretion, to monitor your site at any time and from time to time to determine if you comply with the terms of this Agreement.

6) ADULT CONTENT AND OTHER UNACCEPTABLE CONTENT

Affiliate may not post adult-oriented content on any page on which Infraspection Institute content appears. Infraspection Institute considers content to be “adult” if it: contains nudity; is sexually explicit, pornographic, lewd or obscene; is primarily intended for sexual gratification or is otherwise inappropriate for minors, as determined at our sole discretion. Affiliate may not post any offensive material or incorporate images or content that is in any way harmful, threatening, obscene, harassing or racially, ethnically or otherwise objectionable, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age as determined at Infraspection Institute’s sole discretion.

7) POLICIES AND PRICING

Customers who buy products at the Infraspection Institute website through the Affiliate Program will be deemed to be customers of Infraspection Institute. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and Infraspection Institute product and training sales will apply to those customers. Infraspection Institute may change our policies and operating procedures at any time. For example, Infraspection Institute will determine the prices to be charged for training courses and products sold under the Affiliate Program in accordance with our own pricing policies.

8) CREDITING SALES

Commission payments will be paid to Affiliate on the 15th of each month for all orders that have become commissionable, as a result of Affiliate activities, in the previous calendar month. Any returned checks, charge backs, or fees from a returned order will be adjusted in the following commission payment.

9) COMMISSIONABLE ITEMS

Affiliates are paid a 5% commission from orders placed through Affiliate marketing practices which result in the purchase of products or services. For commission payment purposes, product sales become commissionable upon receipt of payment; training sales become commissionable upon receipt of payment for, and delivery of, said training.

10) ACCESS TO ACCOUNT INFORMATION

Through the application process, Affiliate will have the opportunity to register a user I.D. and Password and will have the ability to enter a password-protected site to select your ads and manage your account information.

11) TAX REPORTING REQUIREMENT

United States Affiliates (individual/resident/corporation/business) must provide Infraspection Institute with a completed W-9 Federal Tax form before Infraspection Institute will issue any payments to the Affiliate.

12) INDEPENDENT INVESTIGATION

AS AN AFFILIATE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT INFRASPECTION INSTITUTE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB 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.

13) PUBLICITY

Affiliate shall not create, publish, distribute, or permit any written material that makes reference to Infraspection Institute without first submitting such material to Infraspection Institute and receiving our prior written consent, which we agree shall not be unreasonably withheld.

14) OBLIGATIONS REGARDING YOUR SITE

a. Affiliate will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; the accuracy and propriety of materials posted on your site (including, but not limited to, all Infraspection Institute related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.

b. Infraspection Institute disclaims all liability for all such matters. Further, Affiliate will indemnify and hold Infraspection Institute harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

15) TERM OF THE AGREEMENT

The term of this Agreement will begin upon Infraspection Institute’s acceptance of your Affiliate Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. You are only eligible to earn commissions on sales occurring during the term of this Agreement; commissions are payable only if the commissionable orders are not canceled or returned. Upon termination of this Agreement, we may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

16) RELATIONSHIP OF PARTIES

Affiliate and Infraspection Institute are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on behalf of Infraspection Institute. As an Affiliate, you will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

17) DISCLAIMERS

Infraspection Institute makes no express or implied warranties or representations with respect to the Affiliate Program or any products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

18) REPRESENTATIONS AND WARRANTIES

Affiliate hereby represents and warrants to Infraspection Institute as follows:

a. This Agreement has been duly and validly executed and delivered by Affiliate and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

b. The execution, delivery, and performance by Affiliate of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

c. Affiliate is the sole and exclusive owner of the Affiliate Trademarks and has the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Affiliate in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

e. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

19) CONFIDENTIALITY

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and exhibitor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

20) LIMITATION OF LIABILITY

INFRASPECTION INSTITUTE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PARTNER PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION PAYMENT(S) PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

21) INDEMNIFICATION

Affiliate hereby agrees to indemnify and hold harmless Infraspection Institute and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

22) MARKETING RESTRICTIONS

It is the full responsibility of Affiliate to market Infraspection Institute products and services in a legal, ethical and honest fashion. Affiliate shall at all times comply with all local and Federal spam, fax broadcast and telemarketing laws. Any affiliate advertisement that does not comply with applicable local, state or federal laws is strictly forbidden and shall be expressly defined as unauthorized use of Infraspection Institute trademarks, marks and names. Should action be brought against Infraspection Institute for such activity by Affiliate, Affiliate agrees to bear all costs and penalties associated with such activity including, but not limited to, Infraspection Institute’s legal costs for any alleged infraction of these laws. Infraspection Institute reserves the right to amend all pricing plans, commissions or conditions relative to this agreement.

23) SPAM POLICY

Infraspection Institute does not and will not tolerate the sending of unsolicited email messages and will prosecute all offenders to the fullest extent of the law. By agreeing to the terms and conditions of this agreement, you also agree to the following:

a. E-mails promoting Infraspection Institute shall not contain or include a falsified sender domain name or falsified IP address;

b. E-mails promoting Infraspection Institute advertisements shall not be routed or relayed through servers that the sender does not have explicit authorization to use;

c. E-mails promoting Infraspection Institute advertisements shall not contain or include a false or misleading subject line that attempts to disguise or conceal the content of the e-mail;

d. All e-mails shall contain or include valid and responsive contact information of the sender, list manager or list owner, including Affiliate’s physical address.

e. No e-mails promoting Infraspection Institute shall be sent for the purpose of harvesting the e-mail addresses in order to send future unsolicited e-mails;

f. All e-mails promoting Infraspection Institute will be sent to individuals who have given you their "Affirmative Consent" as defined in Sec. 3.1 of the "CAN-SPAM Act of 2003" (viewable at GPOAccess.gov) which by its reference is incorporated into this document.

g. Every e-mail promoting Infraspection Institute advertisements shall contain a functioning return electronic mail address or other Internet-based mechanism clearly displayed that a recipient may use to submit in a manner specified in the message a reply electronic mail message or other form of Internet-based communication requesting not to receive future e-mail messages from you.

h. Affiliate shall process any and all opt-out requests within 5 business days of the request.

i. Unless otherwise directed by Infraspection Institute in writing, you shall not use any trademark, trade name, service mark, logo or other Infraspection Institute identifying information in the originating or return e-mail address line, header or subject line of any e-mail transmission and that all e-mail transmissions shall contain language in the body and both the "from" line as well as the "re:" line that clearly announces that the offer embedded in the e-mail is being sent by you for the benefit of your users.

j. You agree and affirm to comply with all the rules and regulations set forth in the "CAN-SPAM Act of 2003" as well as all obligations and provisions herein.

24) COPYRIGHTS

All copyrighted material and trademarked names and logos used in accordance with this Agreement by either or both parties remain the exclusive intellectual property of the respective originating or issuing parties. No transference of intellectual property ownership or conveyance of rights is intended or conferred in this Agreement. Sales and interests in this Agreement may not be transferred or sold to any other entity and all business between the parties is subject to the terms of this Agreement. Both parties will be held to confidence in any matters of business with regard to this Agreement. The use of the images displayed on Infraspection Institute’s site by you, or anyone else authorized by you, is prohibited unless specifically permitted by Infraspection Institute. Any unauthorized use of the images or programming code may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. We reserve the right to terminate the use of content provided by Infraspection Institute to the Affiliate Sites at any time, especially if you are terminated, with or without cause. Infraspection Institute will own all right, title and interest in and to all information that is created or collected in the operation of the Infraspection Institute site.

25) MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the State of New Jersey, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New Jersey, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

By submitting your application to participate in the Infraspection Institute Affiliate Partner Program, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

Copyright 2016 Infraspection Institute

Have Questions? Need Answers?

Contact our Affiliate Program Manager

affiliates@infraspection.com