NOW, THEREFORE, in furtherance of the Agreement, and in consideration of the promises, mutual representations, warranties, covenants and agreements hereinafter set forth, the parties agree as follows:

 

1. Marketing Services Provided to Affiliate.

Enlightened Alliances agrees to provide the following marketing services to Affiliate within one week of the date of this Agreement:

 

a. Reciprocal Links.

If Affiliate provides a Web site in their Affiliate Application, Cuddle Creek shall review web site to determine eligibility for one (1) link on its Affiliates page which shall advertise Affiliate and link to Affiliate's site. The editorial content of the link shall be within the sole and absolute discretion of Cuddle Creek.

 

b. Email announcements.

Affiliate may provide email announcements about Cuddle Creek products and/or services to its email list.  Affiliate shall not send any email announcement which could be considered "spam."  This means Affiliate shall not send an email announcement to any person who would consider such announcement to be unsolicited and an invasion of their privacy.

 

c. Homepage Link.

If Affiliate has a Web site, Affiliate shall include at least one (1) text link to www.cuddlecreek.com  in addition to the required banner, if the Affiliate has an online directory of websites they promote and/or endorse. The size and typeface of the text link shall be comparable to that of the other text links of this nature. The placement of the text link shall be within the sole and absolute discretion of the Affiliate.

 

c. Banners.

Affiliate shall include banners which shall advertise www.cuddlecreek.com on Affiliate's website. The editorial content and image content of the banners shall be within the sole discretion of Cuddle Creek, but the size of the banners shall not be smaller than 100 X 100 pixels.

 

2. Payment of Sales Commission.

Cuddle Creek shall pay to the Affiliate a commission of 4% of the licensing fee for Cuddle Creek products and services using the Affiliate's coded link to www.cuddlecreek.com.  Commissions are paid only on products or services purchased online through www.cuddlecreek.com.   Commissions are paid monthly when the amount due is greater than or equal to $25.

 

3. Unsolicited E-Mail.

You agree that you will not send unsolicited, commercial e-mail (i.e., "spam") to any persons or entities ("Recipients") absent a Prior Business Relationship. For purposes of this Agreement, a "Prior Business Relationship" will mean that the Recipient has voluntarily engaged in a transaction on your web site or with your business and provided information to you through a contest, registration, or other communication, which included clear notice to the Recipient that the information provided could result in commercial e-mail being sent to that Recipient by you or your agents. Any commercial e-mail or other online communications that are otherwise permitted hereunder shall include a prominent and easy means for the Recipient to "opt-out" of receiving any future commercial communications from you.

 

4. Term of the Agreement.

This Agreement shall commence on the date this Agreement is accepted, and shall continue until terminated by either party.

 

5. Entire Agreement.

This Agreement contains the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements.

 

6. Disputes. 

Any and all claims and actions arising out of this agreement, or otherwise, shall be settled exclusively by arbitration in Maricopa County, State of Arizona, USA, in accordance with the then prevailing Rules & Regulations of the American Arbitration Association, which proceedings shall be final and binding, and strictly confidential.  Neither the existence of such proceedings or the results thereof shall be disclosed to any third party, unless expressly required by law.

 

9. Severability.

It is intended that each section of this Agreement shall be viewed as separate and divisible and in the event that any section or subsection therein shall be held to be invalid, the remaining sections or subsections shall continue to be in full force and effect.

 

10. Independent Contractors.

Cuddle Creek and Affiliate are independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.

 

11. Successors and Permitted Assigns.

This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns. Cuddle Creek expressly reserves the right to assign all of its duties, rights, and benefits under this Agreement to a third party.

 

12. Modifications; Amendments; Waivers.

Cuddle Creek reserves the right to modify this Agreement at any time by providing no less than 14 days notice to the Affiliate. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION AS AN AFFILIATE OF CUDDLE CREEK FOLLOWING THE MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE BY AFFILIATE OF SUCH MODIFICATION.

 

13. Headings.

The title of this Agreement and the descriptive headings contained herein are for convenience and reference only, do not form a part of this Agreement, and do not in any way modify, interpret, or construe the intentions of the parties to this Agreement.