StarWebz WebShop - Easy and Complete E-Commerce Software for Small and Medium Business.(hosting and secure payment facilities included.)

Legal Agreement

Starwebz Affiliate Program Agreement

This Starwebz Affiliate Program Agreement ("Agreement") contains the complete agreement between you and Starwebz regarding your participation as a non-exclusive affiliate web site ("Affiliate Site") in the Starwebz "Affiliate Program" (as defined below) and the download of Starwebz software from your site. For purposes of this Agreement, "Affiliate Program" shall mean the participation as an Affiliate Site pursuant to the terms and conditions of this Agreement and through the management of Starwebz and its third party service provider(s) ("Affiliate Administrator"). As used in this Agreement, "you" means (and "your" refers to) the applicant seeking to participate hereunder in the Affiliate Program as an Affiliate Site; and "we" means (and "us", "our" and "ours" refer to) Starwebz(including any Affiliate Administrator acting on our behalf). BY CLICKING ON THE "I AGREE" BUTTON, YOU AGREE THAT YOU WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT.

1. Enrollment in the Affiliate Program

To participate in the Affiliate Program, you will submit a complete Affiliate Program application. We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine in our sole discretion that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. Your participation in the Affiliate Program may also be contingent on the approval of the Affiliate Administrator.

2. The Starwebz Links, Banners or Buttons

We will make available to you links, banners, buttons or similar graphical elements that you may display as often and in as many areas on your Affiliate Site as you desire, subject to the terms and conditions of this Agreement. The Starwebz Links will serve solely to identify your Affiliate Site as a member of our Affiliate Program and establish a link from your Affiliate Site to the Starwebz Site.

a. Our obligations with respect to Starwebz Links: We will be responsible for providing all information reasonably necessary to allow you to make appropriate Starwebz Links from your Affiliate Site to our Starwebz Site.

b. Your obligations with respect to Starwebz Links: In utilizing Starwebz Links, you agree that you will be fully responsible for, and will cooperate fully with us in, establishing, placing and maintaining any Satrwebz Links on your Affiliate Site. You also agree that:

you will use only those Starwebz Links that are provided by us, as those Starwebz Links may be modified or updated by us from time to time;
you will not modify the appearance or functionality of the Starwebz Links without our prior written consent;
you will not alter the look, feel or functionality of our Starwebz Site for visitors who reach the site through Starwebz Links placed on your site;
you will not frame our site or otherwise cause visitors to view our site in a distorted fashion;
you will not to use the Starwebz Links or otherwise refer to Starwebz in any manner that is disparaging or that otherwise portrays us in a negative light; and
you will not use the Starwebz Links or any Starwebz Marks in a manner that suggests any endorsement or sponsorship of your site by us.

3. Policies

Customers who register your copy of the software from your Affiliate Site will be deemed to be customers of Starwebz and will be subject to all of our rules, policies, and operating procedures, including, without limitation, those concerning customer sign-ups, customer service, license agreements and product sales. We may change our rules, policies and operating procedures at any time without notice to you.

4. Commission Fees and Payments

Commissions are paid to Affiliates in accordance with the terms and rate schedules posted on the Affiliate Administrator's site, as such terms and schedules may be modified from time to time in our sole discretion. Commissions will be calculated, tracked, and paid by the Affiliate Administrator in accordance its established policies. We reserve the right to withhold payments to you or demand a refund from you if we conclude in our sole discretion that commissions were generated by artificially inflated traffic counts, ghost registrations, or similar fraudulent or misleading means.

5. Publicity

You shall not create, publish, post or distribute (or permit others to do these things) any materials that make reference to Starwebz (other than the Starwebz Links) without first submitting such material to us and receiving our written consent.

6. Licenses and Use of the Starwebz Logos, Trademarks and Other Materials

a. We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right during the term of this agreement to(i) access our Starwebz Site through the Starwebz Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Starwebz Links, to use our logos, trade names, service names, trademarks and service marks as provided by us, and other material relating to Starwebz as provided by us (including, without limitation, the graphic images and words included in the Starwebz Links and any materials provided to you by us hereunder for use on your Affiliate Site) (collectively, together with the Starwebz Marks and the Starwebz Links, the "Licensed Materials"), for the sole purpose of identifying your Affiliate Site as a member of the Affiliate Program and referring users from your Affiliate Site to the Starwebz Links. You may not alter, modify, or change the Licensed Materials in any way without prior written approval by Starwebz. You are only entitled to use the Licensed Materials to the extent that you are an Affiliate in good standing of the Starwebz Affiliate Program and are in compliance with this Agreement.

b. You shall not make any use of any Licensed Materials for purposes other than those expressly permitted in this Agreement, without first obtaining the prior written consent of Starwebz, which may be withheld in our sole discretion.

c. Starwebz retains all right, title and interest in and to the Licensed Materials. Except as expressly set forth in clause 6(a), no other right or license of any kind, whether express or implied, is granted by Starwebz to you hereunder with respect to the Licensed Materials; and all rights (including, without limitation, all intellectual property rights) not expressly granted herein are retained by Starwebz. If you, in the course of exercising your rights hereunder, acquire any goodwill or reputation in the Licensed Materials, all such goodwill or reputation will automatically vest in Starwebz when and as, on a ongoing basis, such acquisition of goodwill or reputation occurs, as well as at the expiration or termination of this Agreement.

7. Additional Obligations Regarding Your Affiliate Site

a. You will be solely responsible for the development, operation, and maintenance of your Affiliate Site and for all materials that appear on your Affiliate Site. Such responsibilities include, but are not limited to, the technical operation of your Affiliate Site and all related equipment; linking your Affiliate Site to our Starwebz Site; ensuring the accuracy and propriety of all materials posted on your site (including, but not limited to, all Starwebz-related materials); maintaining a level of quality in connection with your use of the Licensed Materials that is consistent with general industry standards; and ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not defamatory, libelous, obscene or otherwise illegal.

b. We disclaim all liability for all matters set forth in clause 7(a). Further, you will indemnify and hold harmless, and at our request defend, Starwebz, and its subsidiaries and affiliates, and its and their directors, officers, employees, agents, shareholders, partners, members, and other owners, from all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including, without limitation, attorneys' fees and costs) (i) relating to the development, operation, maintenance, and/or contents of your Affiliate Site; or (ii) relating to your participation in the Affiliate Program.

c. We may monitor your Affiliate Site at any time to determine if you are in compliance with this Agreement and if the materials posted on your site are defamatory, libelous, obscene or otherwise illegal or unacceptable.

8. Term of the Agreement

The term of this Agreement will begin upon our approval of your Affiliate Program application and will continue until 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 notice of termination.

You are only eligible to earn commission fees during the term. Upon any termination of this Agreement, all rights granted hereunder to you shall immediately terminate and you shall immediately remove from your Affiliate Site, and cease all further use of, the Starwebz Links, the Starwebz Marks and all other Licensed Materials. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party's obligations under this Agreement. Sections 7(b) and Sections 11 through 13 shall survive any termination of this Agreement.

9. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. In such event, you will be notified by email and a change notice or a new agreement will be posted on our Starwebz Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING OUR EMAIL AND POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR STARWEBZ SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

10. Relationship of Parties

You and Starwebz 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 Affiliate Site or otherwise, that reasonably would contradict anything in this Section.

11. Disclaimers by Starwebz

WE DO NOT MAKE ANY, AND HEREBY DISCLAIM, ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE AFFILIATE PROGRAM, THE STARWEBZ SITE, ANY SERVICES RELATED TO THE AFFILIATE PROGRAM THAT ARE PROVIDED BY THIRD PARTIES (INCLUDING THE AFFILIATE ADMINISTRATOR), THE STARWEBZ LINKS, THE STARWEBZ MARKS OR OTHER LICENSED MATERIALS, 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); AND SUCH ITEMS ARE PROVIDED ON AN "AS IS" BASIS. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR STARWEBZ SITE OR THE AFFILIATE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE STARWEBZ SITE OR SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
This Section will be enforceable to the maximum extent allowed by applicable law.

12. Limitation of Liability

STARWEBZ WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE AFFILIATE PROGRAM, HOWEVER CAUSED, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF (OR IF WE ARE AWARE OF OR SHOULD HAVE BEEN AWARE OF) THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE AFFILIATE PROGRAM UNDER ANY LEGAL THEORY WILL NOT EXCEED THE TOTAL COMMISSION FEES PAYABLE TO YOU UNDER THIS AGREEMENT.

13. Miscellaneous

This Agreement will be governed by the laws of Israel and other countries, without reference to rules governing choice of laws. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

You may not assign, sublicense, or otherwise convey this Agreement or any of your rights hereunder without our prior written consent. Any attempted or purported assignment by you other than in accordance with this Section shall be null and void. Subject to the foregoing, 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 a provision or any other provision of this Agreement, nor will any delay or omission on our part to exercise or avail ourselves of any right or remedy that we have or may have hereunder operate as a waiver of any right or remedy.

In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable.

This Agreement (along with any participation restrictions relating to the Affiliates Program that may appear in connection herewith, so long as they are consistent with the express terms of this Agreement) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether oral or written, between the parties relating to the subject matter hereof. You further acknowledge that, in entering into this Agreement, you are not relying on any representations or statements by Starwebz or the Affiliate Administrator, or its or their employees, representatives or agents, at variance with those set forth herein. No modification of this Agreement shall be valid unless made in accordance with Section 9 or in a writing and acknowledged by an authorized representative of each party.