Affiliate Referral Program Agreement & Terms

This Agreement contains the terms and conditions that apply to an individual's or entity's participation in the PhoneCardSmile Phone Card Affiliate Referral Program (the 'Referral Program'). As used in this Agreement, 'we' means PhoneCardSmile.Com, and 'you' means the applicant. 'Site' means a World Wide Web site and, depending on the context, refers either to phonecardsmile’s site located at the URL http://www.phonecardsmile.com, or to any site that you will link to our site.

Enrolment in the Program

Links on Your Site and/or other references

You will be provided with a unique Affiliate Referral Identification Number (RF) which should be used in all referrals that generate sales. We will not be liable to you with respect to any failure by you to using the unique identification code including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

Leads/Order Processing

We will process product orders placed by customers who follow the links from your site to our site using your RF. We will process product orders or leads placed by you at http://www.phonecardsmile.com using your RF. We reserve the right to refund/reject orders that do not comply with any requirements that we periodically may establish. We will be solely responsible for all aspects of order processing and fulfillments. Among other things, we will prepare order forms & contracts; process payments, cancellations, and returns; and handle customer service. The form, content, and frequency of the reports may vary from time to time at our discretion.

Referral Fees

For a sale to be eligible to earn a referral commission, the customer must sign up while following your referral link provided by us and make purchases using that same account. Referral Fee Schedule You will earn referral fees based on qualifying revenues according to referral fee schedules to be established by us. The current referral fee schedule and qualifying product is: * 10% on the credit card purchases of phone cards and calling cards. Redemption of reward points are not considered as a sale.

Referral Fee Payment

We will pay you referral fees on a monthly basis. Approximately 10 days following the end of each calendar month, we will send you a cheque for the referral fees earned on your sales of qualifying services that were paid for in full during that month.

Policies and Pricing

Customers who buy phone cards and calling cards through this Program will be deemed to be customers of PhoneCardSmile.com. Accordingly, all PhoneCardSmile.com rules, policies, and operating procedures concerning customer orders, customer service, 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. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Responsibility for Your Site and Business

You will be solely responsible for the development, operation, and maintenance of your marketing materials and your website if any. For example, you will be solely responsible for: * The technical operation of your site and all related equipment. * Creating and posting descriptions on your site and linking those descriptions to our site. * The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials) * Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) * Ensuring that materials posted on your site are not libelous or otherwise illegal We disclaim all liability for these matters and for any action that you have taken in pursuant of customers. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, all legal fees) relating to the development, operation, maintenance, and contents of your site and business.

Term of the Agreement

The Term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written (email) notice of termination. Upon the 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 PhoneCardSmile.com 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. You are only eligible to earn referral fees on your sales of qualifying products occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled, charged back or refund. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. 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.

Relationship of Parties

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

Limitation of Liability

We 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 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 Program will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a 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.

Independent Investigation

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 web sites that are similar to or compete with your web site or business. 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.

Miscellaneous

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 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.