South Beach Java Affiliate Agreement

This Affiliate System Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as an affiliate (an "Affiliate") in the South Beach Java Affiliate System. 

By submitting an application to become an Affiliate, you warrant that you have read and understood this Agreement, and you agree to be bound by it. 

To begin the enrollment process, you must submit a complete Affiliate Enrollment Application. We will evaluate your application and notify you of your acceptance or rejection in a timely manner. We reserve the right, in our sole and absolute discretion, to accept or reject your application for any or no reason whatsoever. 

Upon notice of acceptance of your application, this Agreement shall be effective between you and SoBe Clicks, LLC d/b/a South Beach Java ("SBJ").

1. Definitions
Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, the following definitions apply: 
1.1. "Advertising" or "Advertisements" means any and all banner advertisements, pop-under placements, text links or other solicitations (including, if approved in advance by SBJ, SBJ Emails) through the Internet that promote the SBJ product and contain a Link to the SBJ Site. 
1.2. "Link" means an embedded graphic, icon or text provided by the SBJ Affiliate System or SBJ containing a unique hypertext pointer to the URL address for the SBJ Site embedded in an Advertisement and which identifies the number of consumers that become Subscribers via the Advertisement. 
1.3. "SBJ Email" means any material you send by electronic mail that promotes the SBJ product. SBJ Emails require advance approval by SBJ per Section 4.3 and are otherwise prohibited. 
1.4. "SBJ product" means SBJ products currently offered on the SBJ. 
1.5. "SBJ Site" means the SBJ Internet site that is currently located at http://www.southbeachjava.com and any other additional, substitute or successor site that may be designated by SBJ under this Agreement. 
1.6. "Customer" means a person, with a mailing address within the United States, its territories, or possessions, or Canada who (i) purchases the SBJ product using a Link and through such Link successfully purchases SBJ product (i.e., requiring the entry of name, address, email address, and valid payment information) via the SBJ Site and (ii) has not previously purchased the SBJ product.

2. Term and Termination
2.1. The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party. 
2.2. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. 
2.3. Upon termination of this Agreement, Affiliate shall immediately cease serving Advertisements. 
2.4. No Referral Fees or bonuses shall be due with respect to Customers who register after the date of termination. We reserve the right to withhold your final payment permanently or for a reasonable period of time as necessary to calculate properly any amount that may or may not be due to you. 
2.5. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survives or that are otherwise necessary for the enforcement of the Agreement.

3. Obligations of SBJ
3.1. Upon acceptance of your application, you will have the ability to access performance reports via your account in the SBJ Affiliate System. The SBJ Affiliate System interface will contain certain sales reports and traffic information related to your affiliate relationship with SBJ. These reports will contain estimates of (i) the number of Internet user click-throughs to the SBJ Site from use of Advertising; (ii) the Referral Fees payable to you pursuant to Section 3.3, below, and; (iii) the number of Customers generated from use of Advertising. 
3.2. SBJ shall provide you with all Advertising and you shall use only Advertising provided by SBJ in promoting the SBJ product. The Advertising available for your use will be made available in the SBJ Affiliate System. SBJ shall be solely responsible for creating and modifying all Advertising.   If you wish you use Advertising that is not provided by SBJ, you must first get that approved by SBJ. 
3.3. During the Term, SBJ shall pay you a fee ("Referral Fee") for each sale from customer you deliver as of the last day of the month, as documented on the reporting system located in the SBJ Affiliate System. SBJ reserves the right to adjust the Referral Fee payable to you to the extent of any reporting errors, fraudulent Purchases or intentional manipulations of the registration process, all as determined in our reasonable, good faith discretion. In addition to all other remedies available to it, SBJ shall have the right to refuse to make any payment to you with respect to any Customer that SBJ, in its reasonable, good faith discretion, determines was obtained as a result of promotional efforts that were in breach of this Agreement. The Referral Fees payable shall be in accordance with the Referral Fee pricing schedule set forth on the SBJ Payment Schedule. The SBJ Payment Schedule is located on the SBJ Affiliate Site and is available through the SBJ Affiliate System. SBJ reserves the right to change the Referral Fees payable hereunder by providing notice to you and reflecting such changes on the SBJ Payment Schedule. Any changes to the Referral Fees shall become effective upon notice to you. Such notice may be in the form of an email to you or by posting in the SBJ Affiliate System. See Section 12.3 for information about your obligations regarding notices.

4. Obligations of Affiliate

4.1. As an Affiliate, you are permitted to promote the SBJ product only through Advertisements offered through the methods listed below. We reserve the right, in our sole and absolute discretion, to remove you from the SBJ Affiliate Network for any or no reason whatsoever. 
4.1.1. Links from your website to the SBJ Site, and 
4.1.2. Links or pop-under placements on websites for which you have received express written permission from such sites to serve such links or placements and as otherwise subject to the limitations set forth in this Agreement. 
4.2. All promotional activities undertaken by you to promote the SBJ product shall be made in accordance with all applicable laws and regulations. You shall not complete the registration to or otherwise interact with the SBJ product on behalf of any third party. You are only permitted hereunder to link third parties to the SBJ Site. All information obtained at the SBJ Site from individuals linking to the SBJ Site shall be the sole and exclusive property of SBJ and, except as specifically provided herein, you shall neither have access to such information nor use any device, technique or software to obtain information from the SBJ Site. 
4.3. If you desire to promote the SBJ product (i) by purchasing, either directly or indirectly, search terms from websites, search engines or other directory or referral services (e.g., MSN, Google, and Yahoo!), (ii) by incorporating keyword text into meta tags or websites or by using other search engine optimization techniques, (iii) by distributing SBJ Emails, or (iv) by offering, either directly or indirectly, any consideration or incentives to potential Subscribers to register for the SBJ product, including without limitation, payment of money, rebates, discounts or other benefits, you must first get written permission from us, which may be given or withheld in our sole and absolute discretion. We reserve the right to revoke such permission at any time for any or no reason whatsoever. 
4.4. You shall not bid or otherwise purchase, either directly or indirectly, the search name "South Beach Java" or any misspelling or variant thereof from websites, search engines or other directory referral services. 
4.5. You shall not, in any way, utilize pop-over Advertisements or Spyware to promote the SBJ product. You shall replace any Advertising displayed on your site with any new Advertising provided by SBJ within ten (10) days after receiving notice from us of the new Advertising. You shall not modify any Advertisement in any way without prior written permission. 
4.6. Your site shall not in any way copy or resemble the look and feel of the SBJ Site, nor shall you create the impression that your site is the SBJ Site or a part of the SBJ Site. You shall not use SBJ or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the SBJ Site. 
4.7. During the Term, you will not disparage SBJ, the SBJ Site or the SBJ product, or portray these in a derogatory or negative manner. The content of your website will, at all times, be in good taste. You are solely responsible for the development, operation and maintenance of your website and will indemnify, defend and hold SBJ harmless from any claims arising out of or related to your website. 
4.8 You may not advertise SBJ by way of any claims that SBJ guarantees specific weight loss or that consuming SBJ you guarantee that you will lose a spcific number of pounds.  Notwithstanding anything to the contrary in this Agreement, any violation of this section shall result in immediate termination of your account without notice and forfeiture of any unpaid earnings as liquid damages for violation of this section.

5. Sub Affiliates and Agents
If you operate sub affiliate networks, work with Agents or conduct reward programs with users, you agree to the following: 

5.1. Any relationships you enter into with third parties, sub affiliates, or agents ("Agents") in connection with your promotion of the SBJ product are at your sole discretion. SBJ shall not be a party to any agreement that you have with an Agent and you are not authorized to make any commitments on behalf of SBJ to such Agents, including commitments regarding payment of fees to the Agents by SBJ or commitments for licenses to SBJ's name, logo(s), any provided images, or other intellectual property. Agents are not third party beneficiaries of this Agreement with SBJ. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you and SBJ shall have full recourse against you with respect to such breach. In the event SBJ has approved your use of SBJ Emails, as required under this Agreement, that approval is personal to you only and may not be transferred to an Agent. An Agent may not send any SBJ Emails without separate approval from SBJ in each instance. 
5.2. You will provide SBJ with an up-to-date list of your Agents (site name and url) upon request. 
5.3. You agree to terminate your relationship with an Agent as it pertains to the SBJ Affiliate Network if an Agent engages in any activity that is prohibited as provided by this Agreement or if requested by SBJ, and if you do not terminate such Agent within five (5) business days from SBJ's request, SBJ reserves the right to withdraw you and all your Agents from the Affiliate Network and to refuse payment of any monies owing to you hereunder. 
5.4. You agree not to use any of the information provided via the SBJ Affiliate System tracking technology to identify unique individual customer activity conducted by SBJ, nor to allow others to use the technology to identify such unique customer activity, nor to access such unique customer activity or data. You further agree not to transfer or reuse any data generated by the SBJ Affiliate System. 
5.5. You are solely responsible for technical implementation and maintenance of any linking technology or tracking parameters necessary to utilize the SBJ Affiliate System. You are responsible for conducting appropriate testing and verification of the SBJ Affiliate System tracking parameters including link creation, click through, ordering, and reporting as necessary to insure correct and dependable operation of the SBJ Affiliate System tracking feature. You understand and agree that your failure to properly implement the SBJ Affiliate System technology feature can and will result in an inability of SBJ to pay you Referral Fees, for which SBJ has no obligation.

6. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion. Modifications may include, but are not limited to, changes in Referral Fees, payment procedures, and permitted promotional activities. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of change.