Pro-White Inc. - Affiliate Program Join Today.

Please read the complete Terms and Conditions of the Pro-White Affiliate Program, check the acceptance box at the bottom of this page to proceed to the application form.
Modified:  October 11, 2005

If you wish to participate in our Webmaster program, indicate your agreement to do so by clicking the "I Agree" button below. Additionally, by accessing and utilizing any of the Pro-White, Inc. marketing tools, or accepting of any reward, bonus or commission whether contained in this agreement or else where on our web site, you are deemed to have agreed to be bound by all the terms and conditions set out in this agreement.

For purposes of clarity, the terms "we" and "us" refer to Pro-White, Inc. and "you", "affiliate" and "Webmaster" refers to the other party to the contract formed by the acceptance of these Terms and Conditions. The term "Client" is defined as any company that has contracted Pro-White, Inc. to promote their products(s). The contract provides you with the non-exclusive right to direct users ("Visitors") from your site or sites to the Client's websites, in return for the payment of commissions and referral bonuses as specified below.

ENROLLMENT 

To enroll, please read this Agreement in its entirety, click on the "I Agree" button, and then submit a completed Pro-White, Inc. webmaster account application to us via our web site (www.prowhiteteeth.com). We will evaluate your application and notify you whether your application was accepted. Your application will be rejected if we determine, in our sole discretion, that your site is unsuitable for any reason, including but not limited to, sites that are under construction, aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

WEBMASTER AGREEMENT

During the term of this arrangement (which shall commence when you indicate your acceptance in the manner specified above, and shall end when either you or we notify the other, by email, of the termination of this Agreement), you shall display a banner or banners provided by Pro-White, Inc. on your site (the "Webmaster site") as a hyperlink to direct Visitors from the Webmaster Site to the Client's Sites, using distinct URLs supplied by Pro-White, Inc. exclusively for linking (the "Supplied Banners").

The Client's banners shall be displayed at least as prominently as any other sales link on the Webmaster site, and if the Webmaster displays or makes accessible to Visitors descriptive information regarding any vendors whose banners are displayed on the Webmaster site, the Webmaster shall, subject to Pro-White, Inc.'s prior written approval of the content thereof, include similar descriptive information regarding the Client's products(s).

The relationship specified in this Agreement is non-exclusive for both parties; therefore, the Webmaster shall be entitled to display the banners of, and provide links to, sites of other companies through the Webmaster site, and Pro-White, Inc. shall be entitled to make the Client's banners available through online and other services than the Webmaster site.

For an affiliate account to be considered "active", it must have generated new, paying customers for Pro-White, Inc. sponsors within the previous 90 days.  Affiliates that are not considered "active" can be removed from the program without notice and without compensation.  Should an affiliate that is not active be removed, this agreement will survive. 

If an affiliate account does not meet the above requirement, a Pro-White, Inc. Personal Account Manager will contact that affiliate and partner with them to develop an action plan to improve performance. 

DELIVERY AND DISPLAY OF BANNERS, COPY, AND PROMOTIONAL MATERIAL

As an Affiliate, you will have access through Pro-White, Inc. site "www.prowhiteteeth.com" to a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individual, as a "Link".)

Pro-White, Inc. and the Client hereby grants to the Webmaster the non-exclusive, non-transferable, non-assignable (except as provided below) rights, during the term of this Agreement, to use (which shall include the right to copy, transmit, distribute, display and perform both privately and publicly):

Pro-White, Inc. and the Client's banners, name, site name, and other related textual and graphic material are made available by Pro-White, Inc. and/or the Client to the Webmaster for the express purpose of inclusion on the Webmaster's site from time to time (collectively, the "Client's Material") and for the specific purposes authorized above. Pro-White, Inc. and the Client authorize the Webmaster to advertise and promote their respective promotional material. The copy writing of promotions may not be modified nor misrepresented by the Webmaster.

Pro-White, Inc. and the Client also authorizes the Webmaster to refer, in the Webmaster's advertising and promotions, to the fact that the Pro-White, Inc. and Client's sites are accessible through the Webmaster site, provided that any such statement:

(a) does not include any trademarks, service marks, design marks, symbols and/or other indicia of origin of Pro-White, Inc. or the Client other than Pro-White, Inc. or the Client's products(s) name and/or site names in a non-distinctive typeface (specifically, not the typeface used in the logo design of any of Pro-White, Inc. or the Client's mark);

(b) does not state, suggest, or imply, by the wording or prominence of such statement or otherwise, that the Client sponsors, authorizes, and/or is the source or origin of the Webmaster site; and

(c) does not disparage Pro-White, Inc. or the Client, its products, services, or affiliates. All use of the Pro-White, Inc. or Client's Materials hereunder shall inure to the benefit of the Client and shall not create any rights, title or interest in them for the Webmaster. No other use of the Pro-White, Inc. or Client's names, trademarks, service marks, design marks, symbols and/or other indicia of origin or other designations confusingly similar to any of the foregoing may be made by the Webmaster for any purpose without the prior written approval of Pro-White, Inc. or the Client.

As between the Client and the Webmaster, the Client owns, and shall continue to own exclusively, all right title and interest (including without limitation, all rights provided under the law of copyright and trademark) in and to the Client's Materials and all names, trademarks, service marks, design marks, symbols and/or other indicia of origin therein throughout the world and in perpetuity, subject to the permissions granted in this Agreement.

You grant to us a non-exclusive right and license to use your trademarks, tradenames, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing your participation in our Affiliate Program. You represent and warrant to us that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. You represent and warrant that you are the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same. You represent that you have the right, power, and authority to license said materials to us as aforesaid and that you are not under any legal or contractually limitation on the right to so license these materials. We have no obligation to announce, advertise, market, or promote your participation in our Affiliate Program, but reserve the right to do the same at our sole discretion.

MAINTAINING THE LINKS

You agree to fully cooperate with us in order to establish and maintain the Links between Your Site and the Pro-White, Inc. Site or the Client's Site(s). The maintenance and updating of Your Site will be your responsibility. The graphics and/or text associated with the Links to the Pro-White, Inc. Site or the Client's Sites will be updated periodically and it will be necessary for you to update the content of Your Site accordingly on a regular basis. 

We are not responsible for the failure to assign any sale or commissions to you due to improper formatting of the link from your web site. You should assure at all times that the link is appropriately formatted and report any problems that you may have to us immediately. Please be aware that we have the right to monitor Your Site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to Your Site that we feel should be made.

You will only be permitted to use the links that we provide you on the web site that you designate in the Affiliate Program Application. Any additional web sites or entities will require additional submissions of Affiliate Program Applications and/or approval by us.

SPYWARE or ADWARE APPLICATIONS

Pro-White, Inc.'s Affiliate Program has a zero tolerance policy in the use of spyware or adware applications.   

Any use of spyware or adware applications, directly or indirectly by an Affiliate, will cause the Affiliate to forfeit all commissions earned under the program and they may be subject to legal action.   Pro-White, Inc. reserves the right to use legal resources to ensure the registered trademarks and copyright materials belonging to industry participants are respected and protected.

Accessing and Utilizing 3rd Party Software and Web Applications. 

Affiliate will not engage in any advertising utilizing spyware or adware of any kind. This includes "permission" based adware software, used exclusively for the delivery of popup or related ads. 

Affiliate will not engage in any browser hijacking of any kind, or any other interference with the normal functioning of a potential website visitor's computer. This could include starting any process(es) not expressly started by potential website visitor, including opening of a CD rom, or any other program or application. In keeping with this, Affiliate is directly responsible to be in full compliance with all pertinent law and the following two (USA) laws specifically: HR2929, the Securely Protect Yourself Against Cyber Trespass Act, and HR4661, the Internet Spyware Prevention Act of 2004. 

Affiliate will not intentionally mislead any potential website visitor to believe that a Pro-White, Inc.'s product is any other product. This could include website content, or ads run on any search engine. Affiliate will not use any product name in context of advertising which could be misunderstood to be a Pro-White, Inc. product, and therefore be misleading to the potential website visitor. 

Affiliate will not use advertising which is directly false or misleading. This could include claims that "Spyware or Adware" has been found on a user's machine when no actual scan for such items has been done, or directly using a customer's system information to falsely induce a click or purchase. This could include showing contents of particular sections of the potential website visitor's hard drive, cookie folder, or system settings, as well as specific information, such as IP address, operating system, or any other "non critical" system information. "Non Critical" is defined for purposes of this document as any specific system information that has no direct connection with any spyware/adware or any specific system problem that any associated company, directly or indirectly, will assist in repairing. 

Affiliate agrees to assume sole responsibility for compliance with all applicable intellectual property laws and all other federal, state and international laws. Affiliate further agrees that it will not use any of the keywords on the Restricted Keyword List for the purpose of advertising or promoting Affiliate or Pro-White, Inc. The "Restricted Keyword List" includes the following terms and trademarks: Pro-White, Pro-White Dental, Pro-White, Inc., and Pro-White Teeth.   More information regarding the restricted keyword list can be obtained by sending an email to the program manager.  In the event that Pro-White, Inc. or the Affiliate Program manager should receive any notification of claimed infringement by Affiliate, Affiliate agrees to cooperate with Pro-White, Inc. in expeditiously responding to such notification and resolving any claim of infringement. In the event that an affiliate is unresponsive or unwilling to assist, Pro-White, Inc. will take any and all measures to prevent Affiliate from further involvement in our program, and will further cooperate in any law enforcement action as a result of said Affiliate's actions. 

SPAM - WE DO NOT CONDONE SPAM

Any form of Spam will result in your account being closed and all funds due being withheld.

You need to be aware that our Clients are liable to incur expenses in dealing with Spam generated mail and these same expenses will be deducted from your account should our client seek recourse. In this instance the amount determined by the relative client will be fair and deemed final and acceptable based on good faith and such amount will be collectable by law and deemed to have been accepted by yourself as fair and reasonable and as agreed to by registration as an affiliate of Pro-White, Inc.

Should these expenses not be covered by funds in your account we reserve the right to investigate other alternative means for obtaining payment including recourse to file a claim against you for unpaid amounts. 

ANTI-SPAM POLICY

By accepting the Pro-White, Inc. affiliate agreement, you also agree not to promote your affiliate id, through any of the following means:
-sending unsolicited email for commercial purposes.
- posting a single article or advertisement, about which we receive multiple complaints, to Usenet or other newsgroups, forums, email mailing lists or other similar groups or lists.
- Posting to any Usenet or other newsgroup, forum, email mailing list, or other similar group or list articles which are off-topic according to the charter or other owner-published FAQ or description of the group or list.
- Engaging in any of the foregoing activities using the service of another provider, but channeling such activities through a service provided by Pro-White, Inc. or its clients (such as using a company supplied mailbox as a mail drop, or referring to a URL hosted by one of our clients' servers. 
- Falsifying user information, including the falsification of email return addresses.
- The use of too-good-to-be-true marketing software programs that blast lists, usenet and newsgroups.
Pro-White, Inc. considers the above practices to constitute abuse of its service and of the recipients of such unsolicited mailings and/or postings, who often bear the expense.  Therefore, these practices are prohibited by the terms and conditions of the services offered by Pro-White, Inc..   Engaging in one or more of these practices may result in Termination. 

GOOD FAITH
You will not knowingly benefit from known or suspected traffic not generated using accepted Internet marketing practices whether or not it causes Pro-White, Inc. or the Client harm. Should fraudulent activity, knowingly or otherwise, arise from a person directed to Client's site via your link, we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. 

PRO-WHITE, INC. CUSTOMER POLICY 
Every customer who purchases a qualifying product or service is deemed to be a customer of Pro-White, Inc. Affiliate does not have the authority to make or accept any offer on behalf of Pro-White, Inc. Pro-White, Inc. is not responsible for any representations made by Affiliate which contradict Pro-White, Inc. policies, and Pro-White, Inc. policies will always determine the purchase price of Qualifying Services.

Customers who buy products through this Program will be deemed to be customers of Pro-White, Inc. Accordingly, all Pro-White, Inc. 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. 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. 

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site); (b) post any Special Links on any Web site or other platform that is accessible through any Internet Access Appliance; (c) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (d) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (e) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (f) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (g) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

ORDER PROCESSING
We will process Product orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

RETURNS AND CANCELLATIONS: 
If commissionable qualifying Services are returned or cancelled by Affiliate's customer, or Affiliate's Sub-Affiliates' customers, the corresponding commission(s) will be deducted from Affiliate's next monthly commission payment.

COMMISSION AND REFERRAL  FEES

We will pay you (in accordance with terms stated here within) referral fees ("Commission")and bonuses ("Incentives")  on certain qualifying product or service sales ("product") to third parties. For a product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to our site, and add the Product to his or her shopping cart during a session. The session ends upon one of the following events: (a)  the cookie expires or is removed by the customer, (b) the customer orders the Product, or (c) the customer follows a third party's Special Link. We will only pay referral fees on such Products after order, payment and shipping have occurred. 

We will pay you referral fees and bonuses on a monthly basis. Approximately 21 days following the end of each calendar month, we will send you a cheque for the referral fees and bonus earned on your sales of qualifying Products that were shipped during that period, less shipping costs, handling fees and any taxes that we are required by law to withhold. We do not guarantee an exact date of calculation of commissions or payments.

Pro-White, Inc. will mail a commission check in US dollars for the applicable commissions  (less any taxes required to be withheld under applicable law), using regular mail services.

However, if the referral fees and any bonus payable to you for any calendar month are less than $100, we will hold payment until the total amount due is at least $100. In calculating referral fees, we will deduct the corresponding referral fee from your next monthly payment if a Product that generated a referral fee is returned by the customer. If there is no subsequent payment, we will send you a bill for the referral fee. 

Only products or services for which Pro-White, Inc. has received full payment qualify for commissions and fees.   All amounts are expressed in US dollars.  To participate, you must be an active Webmaster in good standing with Pro-White, Inc.  

REFERRAL FEE SCHEDULE

You will earn referral fees based on qualifying revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from our sales of qualifying products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, returns and bad debt.  

To reflect changes in the professional, teeth whitening industry, new affiliate commission rates have been adopted.  Note: this is per sale, per client as long as the cookie remains intact. Repeat sales are permitted. The tracking cookie is valid for 3, 650 days.

Pro-White, Inc. Affiliate Commission Rates

The following is based on information provided by Pro-White, Inc. and on a per-sale basis.
 
Cookies.  Length of cookies - Lifetime, permitting repeated sales and repeat visits. 
 
Commission Structure Per Sale
Per Sale	Tier 1 Commission	Tier 2 Commission
Percentage	25%			10%
			
For purposes of calculated referral fees, the month will commence on the first day and end on the last day of the calendar month. Note: the total monthly sales amount is for one calendar month, and does NOT include referral sales.  Eligible product sales are generated directly through your affiliate tracking ID. 

Incentive Bonus Levels. 

There exists no structured Incentive Bonus payments in the program.    However, Pro-White, Inc. will make available, from time to time, promotional programs, contests and monetary incentives based on past and future performances of the Affiliates. Incentive Bonuses will be included with the affiliate's monthly commission cheques. 

Webmaster Referral Program. (AFFILIATE REFERRALS (SUB AFFILIATES) OVER-RIDE COMMISSIONS.)

The Program may offer a two tier commission structure.  The Webmaster Referral program provides a mechanism for Affiliates to introduce Sub Affiliates to the program. 

Should the Affiliate chose to optionally introduce others (Sub Affiliates) to the Pro-White, Inc. Affiliate Program, Affiliate will also earn additional commissions based on the qualifying revenues generated from the direct sales by the Affiliate's Sub-Affiliates' referred customers as detailed below:

You shall be entitled to a referral bonus calculated to be determined by the program manager, with respect to monthly qualifying revenue generated by Visitors who arrive from other Webmasters that you refer to us directly or indirectly:

With a multi-tier affiliate tracking system, affiliates are rewarded for sending direct sales to the web site; they also get rewarded for encouraging other affiliates to join your affiliate program.   As an example:
1.	Webmaster 1 (John) joins Pro-White, Inc. affiliate program and begins earning commissions as a tier 1 affiliate (up to 10% on qualifying revenues from direct sales).
2.	John tells his friend Jane who has a related web site about the affiliate program.  He provides Jane with a link to join Pro-White, Inc. affiliate program.  This link is produced by the affiliate software when John logs into his account.  This link identifies his unique Affiliate ID so he will get credit for referring Jane.
3.	Jane follows John's link and joins the affiliate program.  Jane now earns Tier 1 commissions on all sales made directly from her site.  John earns tier 1 commissions on all sales from his site and also earns tier 2 commissions on all sales from Jane's web site!

Suppose these 2 affiliates are setup with the following affiliate commission structure:

Affiliate	Tier 1 	Tier 2 	

John	    8%	      2%	 
Jane	    10%	      0%	 


If Jane makes a sale worth $300 then she earns $30  (10%) in Tier 1 commissions,  John earns $6 (2% of sale's worth) in Tier 2 commissions.  This example demonstrates 2 tiers offered as an option in the Pro-White, Inc. affiliate marketing program.


CONFIDENTIAL INFORMATION

As used herein, "Confidential Information" shall mean all oral or written information, of whatever kind and in whatever form, relating to past, present or future products, software, research, development, inventions, processes, techniques, designs or other technical information and data, and marketing plans (including such information of third parties that a party hereto is obligated to hold as confidential), provided that such information has been reasonably identified as or could be reasonably considered to be proprietary or confidential, that either party:

(a) may have received prior to the date of this Agreement, whether directly from the other or indirectly from third parties; or

(b) may receive hereunder from the other. 

Each party agrees that, with respect to its receipt of Confidential Information of the other party, it shall: 

(i) use the same care and discretion to prevent disclosure of such Confidential Information as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care;
(ii) accept such Confidential Information and use such Confidential Information only for the purposes permitted hereunder; and
(iii) restrict disclosure of Confidential Information solely to those of its employees and agents who have a need to know and are obligated not to disclose such Confidential Information to any third parties. 

The foregoing restrictions shall not apply to information that:

(a) is or hereafter becomes part of the public domain through no wrongful act, fault, or negligence on the part of the recipient;

(b) the recipient can reasonably demonstrate is already in its possession and not subject to an existing agreement of confidentiality;

(c) is received from a third party without restriction and without breach of this Agreement;

(d) was independently developed by the recipient as evidenced by its records; and

(e) the recipient is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the recipient shall first have given notice to the disclosing party and shall give the disclosing party a reasonable opportunity to interpose an objection or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. The termination of this section 4 shall survive the termination of 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, no 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. 

Pro-White, Inc. tracking system shall be the sole method for determining the basis of the calculation of commissions and referral bonuses hereunder, and Pro-White, Inc. calculations shall be binding on the Webmaster, absent manifest error. Pro-White, Inc. uses cookie tracking and server side programs.  Cookies are valid for 3,650 days.

LIABILITY 

The Webmaster acknowledges that Pro-White, Inc. does not advocate or endorse the purchase or the use of any services offered by the Client through the Client's sites or through its software, nor does it guarantee the quality, fitness, or results of any such service or compliance with any law or regulation. The Client represents and warrants that:

(a) The Client has the right to enter into this Agreement and to grant the rights and licenses granted herein; and
(b) The Client's software, and the reproduction, distribution, transmission, public performance and public display of the Client's Material in connection with the Webmaster site, do not:
(i) invade the right of privacy or publicity of any third person; or
(ii) contain any libelous, obscene, indecent or otherwise unlawful material.

The Webmaster represents and warrants that:

a. the Webmaster has the right to enter into this Agreement;
b. the Webmaster site does not, and the reproduction, distribution, transmission, public performance and public display of the Webmaster Materials as permitted herein, do not:
(i) invade the right of privacy or publicity of any third person,
(ii) contain any libelous, obscene, indecent or otherwise unlawful material, or 
(iii) infringe any patent, copyright or trademark right in any jurisdiction; and
c. the Webmaster has received no notice of such invasion, violation or infringement of rights. 

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.

LIMITATION OF DAMAGES 
Pro-White, Inc. shall have no liability for any indirect, incidental or consequential damages, or any loss of revenue arising under or with respect to this agreement or the Pro-White, Inc. Affiliate program, even if Pro-White, Inc. has been advised of the possibility of such damages. Furthermore, Pro-White, Inc. aggregate liability arising under or with respect to this Agreement shall in no event exceed the total subscription fee paid by the customer.

SERVICE INTERRUPTION AND TRACKING 
Pro-White, Inc. will make every effort to ensure that its web site is operational, and to track Affiliate's referred customers. However, certain unavoidable technical difficulties may occasionally cause temporary service and tracking interruptions. Affiliate agrees that Pro-White, Inc. is not liable in any way for such interruptions.

TERM AND TERMINATION
The term of this Agreement will begin upon our acceptance of your Program application or when you download a banner and link it to our site or the Client's Site(s) and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written 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 Pro-White, Inc. 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 will forfeit all right to receive past commissions that may have accrued to you if this Agreement is terminated as a result of your failure to comply with the terms of this Agreement or any policies and procedures of Affiliate Program that may be established and amended by us in our discretion from time to time. If this Agreement is terminated for any other reason, you will have a right to receive your accrued commissions through the effective date of termination; provided, that if your total commissions due hereunder do not exceed $100.00, such accrued commission shall be forfeited. We have the right to withhold final commission payments for sufficient time in order to assure that the amount paid to you is accurate and not subject to later adjustment for returns or any other reason. If following final payment we determine that the amount of commissions that you were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from you to us and we shall have all legal right to receive a refund of such overpaid commission from you.

Upon termination:

You must remove the Pro-White, Inc. or Client's banner/s from your site and disable any links from your site to ours and theirs.

All rights and licenses given to you in this Agreement shall immediately terminate. 
You will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of termination.
If you have failed to fulfill your obligations and responsibilities, we will not pay you the referral fees otherwise owing to you on termination.
We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 
If we continue to permit activity (generation of revenue) from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of our clients.

You and we will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations which by their nature are designed to survive termination, as set out in this Agreement. Termination will not relieve you from any liability arising from any breach of this Agreement which occurred prior to termination. 
WE MAY TERMINATE THIS AGREEMENT IF WE DETERMINE (IN OUR SOLE DISCRETION) THAT YOUR SITE IS UNSUITABLE. Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.

RISK ALLOCATION
Neither party will be liable to the other party (nor to any person claiming rights derived from the other party's rights) for incidental, indirect, consequential, special, punitive or exemplary damages of any kind -- including lost revenue or profits, loss of business, or loss of data -- arising out of this Agreement (including without limitation as a result of any breach of any warranty or other term of this Agreement), regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof.

ACKNOWLEDGEMENT OF NO WARRANTY
Except as expressly provided herein, neither party warrants that their respective websites will perform in the manner expected or without interruption, error, or defect, or that any revenue to either party will result from the activities contemplated by this Agreement. Except as expressly set forth in this agreement, neither party makes any warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose or warranties against infringement of any intellectual property rights not specifically enumerated.

Pro-White, Inc. reserves the right to terminate any and all programs for any reason, including, but not limited to, if for any reason the Program is not capable of running as planned or if the administration, security, fairness, integrity, or proper conduct of the program is corrupted or adversely affected, including by reason of infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond Pro-White, Inc. control. Pro-White, Inc. reserves the right to cancel, terminate, modify or withdraw the program without prior notice and without liability to the Webmaster.

Webmasters release and hold harmless Pro-White, Inc. and their Clients and their respective affiliates, subsidiaries, directors, officers, agents, employees, and all others associated with the development and execution of the Affiliate program from any and all liability with respect to or in any way arising from the Affiliate program and the awarding, use or misuse of the prize, including liability for personal injury or damage to property including any injury or damage to Webmaster's or any other person's computer.

ASSIGNMENT 
Except as otherwise provided herein, neither Pro-White, Inc. nor the Webmaster may assign this Agreement or any of its rights or delegate any of its duties under this Agreement, without the prior written consent of the other. Any purported assignment or delegation without such required consent shall be null and void.

GOVERNING LAW 
This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with, and all questions with respect thereto shall be determined by, the internal substantive laws of Dekalb County, in the State of Georgia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Dekalb County, in the State of Georgia, and you consent irrevocably 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.

INDEPENDENT CONTRACTORS 
Pro-White, Inc. and the Webmaster are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between Pro-White, Inc. and the Webmaster. Neither party has the authority to enter into Agreements of any kind on behalf of the other party.

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. 

It is the Webmaster's responsibility to declare taxes from their Webmaster's profits, according to their country's regulations. Pro-White, Inc. will not issue any forms relating to this matter.

IDENTIFYING YOURSELF AS AN AFFILIATE
You may not make any press release with respect to this Agreement or your participation in the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Pro-White, Inc. supports, sponsors, endorses, or contributes money to any charity or other cause). 

SINGLE ACCOUNT
The Webmaster agrees to operate a single Webmaster site. If Pro-White, Inc. should discover, using information it deems appropriate in the circumstances, that the Webmaster is operating more than one Webmaster account, this Agreement shall terminate and the Webmaster will forfeit all rights to commissions and referral bonuses. 

RESPONSIBILITY FOR YOUR SITE
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: 
-the technical operation of your site and all related equipment 
-creating and posting Product descriptions on your site and linking those descriptions to our catalog 
-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. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys fees) relating to the development, operation, maintenance, and contents of your site. 

WAIVER
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

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. 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. 

MODIFICATIONS
Smartmedcare may modify any of the Terms and Conditions set forth in this Agreement by posting the modified Terms and Conditions at: http://www.keynetlinks/prowhite/affterms.asp or at another site it chooses, and by notifying the Affiliate of the modification via an email notice sent to the email address on file.

Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and referral 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 SERVICE AGREEMENT ON OUR SITE OR THROUGH COMMUNICATION CONSISTING OF YOUR EMAIL ON FILE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Last Updated October 11, 2005