Terms and Conditions of Use - Datawitness Online Ltd. - December 2006

Affiliate Terms and Conditions - Datawitness Online Ltd. - January 2007

This page states the Terms and Conditions under which you may use www.Datawitness.com or www.Datawitness.net

Datawitness Online Ltd. (the "Company") may revise these Terms and Conditions from time to time by updating this posting. You should visit this page periodically to review the Terms and Conditions, because they are binding on you. The terms "You" and "User", "Client", "Subscriber" or Account Holder" as used herein refer to all individuals and/or entities accessing the Datawitness web sites for any reason.

Terms of This Agreement

This Agreement is effective on the date of your enrollment as a subscriber to the Datawitness service and remains effective for so long as you are an active User of the Datawitness service. Your subscription will be renewed automatically with your payment of your monthly service fees, unless you choose to withdraw from the Datawitness service, in which case you must contact Customer Service and give instructions to deactivate your account. The fees charged by Datawitness for any or all service packages may increase or decrease. The fees charged will always be those listed under Pricing on the Datawitness Web Site at the time in question. Datawitness Online Ltd. will notify you by email 30 days in advance of any changes to pricing. If you do not wish to continue your subscription at the new service rate, please contact Customer Service, or select a different product package that better fits your needs. To change your subscription package, access your User account and choose the "Settings" link in the left hand task bar. Click on Client Billing and Package Pricing. Choose a new package. By using the Datawitness service, you are indicating your acceptance of these Terms and Conditions.

Payment

Monthly subscription plan fees are pre-authorized when you create a new account or change your subscription level. Your credit card will be charged on the first day of the month following the account's first full month of service.
If a monthly subscription plan credit card charge is declined due to invalid expiry date, insufficient available credit, or card cancellation, your account access will be limited. To reactivate your account, contact Datawitness to update your credit card payment information. Any outstanding fees will be immediately charged to your credit card. If the charge is approved, you will regain access and be able to continue using your account. Prepaid plan credit card charges are authorized and billed at the time you purchase prepaid submissions. You can purchase prepaid submissions during the process of creating a new account, by changing your account from a monthly subscription plan, or purchasing a block of additional prepaid submissions. Datawitness will send your account contact email a reminder notice before your prepaid submission balance reaches zero. If your prepaid submission balance reaches zero, your account access will be limited. To access and continue using your account, you will have to purchase a new block of prepaid submissions to increase your account's submission balance above zero.

Use of Material Top

For as long as you are a registered Datawitness User, the Company authorizes you to use this site for any and all legitimate personal, business or legal communications. The contents of this Web Site, such as text, graphics, images, logos, button icons, software and other Material, are protected under both Canadian and foreign copyright, trademark and other laws. All Material is the property of the Company or its content suppliers or clients. The compilation (meaning the collection, arrangement and assembly) of all content on this Web Site is the exclusive property of the Company and protected by Canadian and International copyright laws. Unauthorized use of the Material may violate copyright, trademark, and other laws. You must retain all copyright, trade mark, service-mark and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. The use of the Material on any other web site or in a networked computer environment for any purpose is prohibited unless licensed to you under contract. You shall not copy or adapt the HTML code that the Company creates to generate its pages. It is also protected by the Company’s copyright.

Acceptable Site Use

General Rules: Users may not use the Web Site in order to transmit, distribute, store or create facsimiles of material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful. Web Site Security Rules - Users are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation (a) accessing data not intended for such User or logging into a server or account which the User is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Web Site, overloading, "flooding", "spamming", "mail-bombing" or "crashing", (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability. The Company will investigate occurrences that may involve such violations and may cooperate with law enforcement authorities in prosecuting Users who are involved in such violations.

Specific Prohibited Uses Top

The Web Site may be used only for lawful purposes by individuals and/or companies in the course of attending to the communications and information exchange necessary in their day-to-day personal lives, businesses or professional activities. The Company specifically prohibits any use of the Web Site, and all Users agree not to use the Web Site, for any of the following:

- Deliberately transmitting any incomplete, false or inaccurate biographical information, or other information known to be inaccurate or misleading.

- Sending or communicating, by batch mailing proposals or arrangements to the public at large, about any franchise, pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up-front or periodic payment, pays commissions only (no significant salary), or requires the recruitment of other members, sub-distributors or sub-agents.

- Sending communications through any membership or client User account except your own.

- Attempting to delete or revise any document previously transmitted through or stored in the Datawitness system.

- Using any device, software or routine to interfere or attempt to interfere with the proper working of this Web Site or any activity being conducted on this site.

- Taking any action which imposes an unreasonable or disproportionately large load on this Web Site’s infrastructure.

- Disclosing your Username and passwords to any third parties, or using your assigned password for any unauthorized purpose.

- Using the Username and passwords of other Users to enter submissions into the system thereby misrepresenting the actual identity of the author.

- Notwithstanding anything to the contrary contained herein, using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Web Site, other than the search engine and search agents available on this Web Site, and other than generally available third party web browsers (e.g., Netscape Navigator, Mozilla Firefox, Microsoft Internet Explorer).

- Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Web Site.

Datawitness Privacy and Security Statement

Datawitness Online Ltd. is committed to protecting your privacy. This Datawitness Statement of Privacy applies to the Datawitness.com and .net websites and related Datawitness websites and governs data collection and usage of all personal and corporate information collected. Datawitness is a web-based software application for the purpose of concluding contracts and witnessing important digital documents and is intended for the use of legal professionals, businesspersons and adult members of the general public. This Privacy Statement does not relate to Linked Sites that may be accessed from Datawitness.com. Linked Sites have their own statements of privacy, which can be accessed by clicking on the links.

Collection of Your Personal Information Top

Datawitness collects personal information in the sign-up section of the Datawitness.net website. That personal information includes your name, your company’s name (if a Business User), your street address, city address, Province or State, country, Postal or Zip Code, telephone numbers and your e-mail address. Datawitness also asks you to identify your industry sector if you are a Datawitness Business account holder. Datawitness keeps track of the pages our clients visit within Datawitness.net in order to determine what information is of the most concern or value to our Users. This data may be used by Datawitness only to add customized content to areas of the public viewed website pages. Datawitness keeps track of the frequency of use of particular generic data forms made available within the Datawitness program. Datawitness does not track the use of data forms originated by the User and uploaded into the User’s account by the User or by Datawitness at the request of the User. There is no personal information gathered in this process. Datawitness uses an assigned company account number, an assigned document identity number and an assigned User ID number to reference the location of your submissions on the microfilm rolls that form the archiving portion of our service. These references are used to locate particular documents on rolls of film only when you request that Datawitness perform this service. The locating of this reference archiving information and the locating of particular documents requested by you are conducted through the use of software and hardware.

Use of Your Personal Information

Datawitness uses the personal information collected from the sign-up page to deliver the service you have subscribed to on the sign-up page. Datawitness also uses your personal information to invoice you via email, bill your credit card, or contact you regarding the status of your account. Datawitness may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered.

Datawitness Does Not Sell, Rent or Lease Its Client Lists to Third Parties

Distributors and reseller agents selling subscriptions to the Datawitness.com or Datawitness.net service do not sell, rent or lease client lists to third parties. Datawitness may, from time to time, contact you on behalf of companies strategically allied to our company that provide enhanced security or archiving products. We may hire other companies to provide limited services on our behalf, such as providing client support, processing transactions, or performing statistical analysis of our services. We will only provide those companies information they need to deliver the service. We may also share some of the information we collect with Datawitness business partners that offer Datawitness as a part of their larger collection of products and services. Conversely, they may share such information collected by them with us, but only to the extent that such information is required to properly provide you with the products or services you buy from us. All business partners and service providers are required to maintain the confidentiality of your information and are prohibited from using that information for any other purpose. In agreeing to the Terms of Use you give Datawitness Online permission to provide information to selected service providers under the confidentiality guidelines aforementioned. Datawitness does not collect sensitive personal information, such as race, religion, or political affiliations. Datawitness may access and/or disclose your personal information if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Datawitness or the Datawitness.com or .net websites; (b) protect and defend the rights or property of Datawitness and its subsidiaries or (c) act under exigent circumstances to protect the personal safety of Users of the Datawitness web-based software, its websites, or the public. Personal information collected on this site may be stored and processed in Canada or any other country in which Datawitness or its affiliates, subsidiaries or agents maintain archiving facilities, and by using this site, you consent to any such transfer of information outside of your country. Datawitness abides by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union.

Changes to Your Personal Information Top

Datawitness offers its clients choices for the updating of personal information. You may make these changes yourself once logged into your User account.

Security of Your Personal Information

Datawitness is committed to protecting the security of your personal information. We use a variety of security technologies and procedures to help protect your personal information from unauthorized access, use, or disclosure. For example, we store the personal information you provide on computer systems with limited access that are located in controlled facilities. When we transmit highly confidential information (such as a credit card numbers) over the Internet, we protect it through the use of encryption, such as the Secure Socket Layer (SSL) protocol.

Use of Cookies

Datawitness uses a single cookie that identifies your current session. This cookie is simply a string of letters and numbers such as 'dda08c348907efc05caa89cc7938d4e9' or 'e1cecd423c4c1c47ee786b852aba2560'. All data associated with your session is stored on our server. Your User name, password and other personal data are not stored in cookies.

Advertising

Any logos found on the website are those of strategically allied partners who provide hosting, security or archiving services or products which form an integral part of the Datawitness system.

Enforcement of this Statement of Privacy

If you have questions regarding this statement, you may contact Datawitness.

Changes to This Statement Top

Datawitness will occasionally update its Statement of Privacy to reflect company and client feedback and regulations. If you are a client of Datawitness, you will be advised of any updates via automated Datawitness submissions.

Contact Information

Datawitness welcomes your comments regarding this Statement of Privacy. If you believe that Datawitness has not adhered to this Statement, please contact Datawitness Online Ltd.

Attention: Privacy
Datawitness Online Ltd.
113 - 10451 Shellbridge Way
Richmond, British Columbia
Canada, V6X 2W8

User Submissions

As a User, you are responsible for your own communications, and are responsible for the content and consequences of any submissions to the Datawitness system and to any recipients. You must not, and by using this Web Site you agree not to, do the following things: 1. Transmit material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to reproduce it;
2. Transmit material that reveals trade secrets, unless you own them or have the permission of the owner;
3. Transmit material that infringes on any intellectual property rights of others, or on the privacy or publicity rights of others; post material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another User or any other person or entity; post a sexually-explicit image or statement; post advertisements or solicitations of businesses, post chain letters or pyramid schemes; impersonate another person; or post material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.

Accuracy, Truthfulness and Reliability Top

The Company does not represent or guarantee any aspect of the content of communications transmitted through Datawitness, including truthfulness, accuracy, or reliability of communications, or endorse any opinions expressed by Users. You acknowledge that any reliance on material transmitted by other Users will be at your own risk. The Datawitness web-based application acts as a conduit for the online distribution and publication of User-submitted information, and the Company does not and has no obligation to screen communications or information in any way, and is not responsible for screening or monitoring any recipient submissions or other communications. If notified by a recipient of communications which allegedly do not conform to these Terms and Conditions, the Company may investigate the allegation and determine in good faith, and at its sole discretion, whether to remove or request the removal of the communication. The Company has no liability or responsibility to Users for performance or nonperformance of such activities. The Company reserves the right to expel Users and prevent their further access to the Web Site for violating the Terms and Conditions or the law and the right to remove communications which are abusive, illegal, or disruptive. The Company may take any action with respect to User-submitted information that it deems necessary or appropriate, in its sole discretion, if it believes it may create liability for the Company or may cause the Company to lose (in whole or in part) the services of its Information Service Providers or other suppliers. Datawitness-transmitted communications are the private property of the submitters, for the viewing of the specific recipients named in the delivery information input by the Datawitness client (User). These documents remain the private property of the Datawitness client and at no time do these documents become public property or property of the Web Site. By submitting content to any public area of the Web Site, such as the Frequently Asked Questions, message boards, forums, contests and chat rooms, when and if such become available through this website or through a web site affiliated with Datawitness.net, or Datawitness.net or other community access website associated with Datawitness Online, you grant the Company and its affiliates the royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any User to access, display, view, store and reproduce such content for personal use. Subject to the foregoing, the owner of such content placed on the Web Site retains any and all rights that may exist in such content.

Registration and Password

You are responsible for maintaining the confidentiality of your information and password. You shall be responsible for all uses of your username and password, whether or not authorized by you. You agree to immediately notify the Company of any unauthorized use of your username or password. You agree not to disclose your Username and passwords to any third parties, or use your assigned password for any unauthorized purpose. You agree that you will not use the Username and passwords of other Datawitness Users for the purpose of entering submissions into the system thereby misrepresenting the actual identity of the author.

Electronic Signature Requirement Top

You agree to make all recipients aware of the binding nature of any contracts concluded via the Datawitness click wrap method of electronic signature by forwarding the Introduction Letter found in your User Forms menu before entering into any contract conclusion transactions. If you, or your company, choose to customize such an Introduction Letter and upload that custom letter into your User Forms menu, you agree that you will use such language in the letter as to comply with any regulations respecting local or international electronic signature laws.

The Company’s Liability

Datawitness Online only provides a third party document transmission and archive service. The Company is not involved in the actual transactions between senders and recipients. As a result, the Company has no access to, or control over the quality, safety or legality of the communications or the content thereof. The truth or accuracy of the communications and the ability of the senders and recipients to fulfill the terms or arrangements set out in the communications is a matter between the sender and the recipient and beyond the knowledge or control of the company. In addition, your are hereby advised that there are risks, including but not limited to, the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses, should you receive a message through Datawitness from persons not known to you. You assume all risks associated with dealing with other Users with whom you come in contact through the Web Site. If you receive a Datawitness submission from a person you do not know, or from a representative of a corporation with which you do not have business, you may choose not to open the submission. If you choose to open the submission but do not agree with the contents, or feel threatened in any way by its contents, you are advised to click on the "Reject" option. Because User authentication on the Internet is difficult, Datawitness Online cannot and does not confirm that each User is who they claim to be. Because we do not and cannot be involved in User-to-User dealings or control the behavior of participants on Datawitness.net, in the event that you have a dispute with one or more Users, you release the Company (and our agents and employees) from claims, demands and damages (contractual and extra-contractual, actual and consequential, direct and indirect, and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We are under no legal obligation to, and do not, control the information provided by other Users which is made available through the Web Site. By its very nature, other people’s information may be offensive, harmful or inaccurate, and in some cases may be mislabeled or deceptively labeled. We expect that you will use caution and common sense when using this Web Site. The Material may contain inaccuracies or typographical errors. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of the Web Site or the Material. The use of the Web Site and the Material is at your own risk. Changes are periodically made to the Web Site and may be made at any time. The Company shall endeavor to make such changes in non-peak business hours but cannot assure that it will not be required to make changes to the site during business hours.

Extent of Archiving of Client’s Submissions

For so long as the Datawitness service is offered, Datawitness will retain digital or microfilm copies of all documents submitted through the normal Datawitness service. No digital files will be purged without notice of purging being made to the account holder and with the appropriate steps taken to provide the data to the account holder. There may be associated charges. Purges, if undertaken, will apply to specific periods of time to which all limitation of liability statutes provide that no litigation can be commenced because the events occurred so long ago that no action can be sustained due to the passage of time between the event and the date of the purging. It is the obligation of the Datawitness account holder to advise Datawitness if that account holder wishes to move digital files from the client’s active database on Datawitness Online, in order to keep the bandwidth and storage features of the client’s database in a manageable form, and particularly so as the client’s database ages over a period of years. In any event of proposed purging, the account holder has full control of their data and may download all data in their account, or request that Datawitness Online Ltd. provide them with digital and or microfilm copies of their data.

No Warranties Top

THE COMPANY DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE WEB SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS. THE WEB SITE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, QUALITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

Disclaimer of Consequential Damages

IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE WEB SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER FOR BODILY, MORAL OR MATERIAL INJURY (INCLUDING, WITHOUT LIMITATION, INDIRECT, PUNITIVE, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACTUAL OR EXTRA-CONTRACTUAL LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Links to Other Sites

The Web Site contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by the Company of the contents on such third-party Web sites. The Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If you decide to access linked third party Web sites, you do so at your own risk.

Specificity of Your Client Account

The database you develop using your chosen User name and password is for your specific and individual use. Your e-commerce identity and reputation depend upon the integrity of control of your Datawitness account, which is for your use only, to the exclusion of other initiators of communications. If circumstances are such that you have no choice but to send a Datawitness message on behalf of an associate, friend or family member, the Datawitness system requires that when you author and send the communication, you indicate that you are doing so on behalf of another and are acting as their agent with full permission of the User account holder to do so.

Termination

The Company reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to immediate termination of your subscription, or ability to access the Web Site, and/or any other service provided to you by the Company, upon any breach by you of these Terms and Conditions, or if the Company is unable to verify or authenticate any information you submitted to the Web Site in the registration process.

Indemnity

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation, reasonable legal and accounting fees (judicial and extra-judicial), alleging or resulting from your use of the Web Site or your breach of these Terms and Conditions.

General Top

These Terms and conditions are governed by the internal substantive laws of the Province of British Columbia, Canada, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the courts having jurisdiction within the Province of British Columbia. If any provision of these Terms and Conditions are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in additional terms of use for areas of the Web Site, a particular "Legal Notice," or Software License or material on particular Web pages, these Terms and Conditions constitute the entire agreement between you and the Company with respect to the use of Web Site. No changes to these Terms and Conditions shall be made except by a revised posting on this page.

Acts of Nature, God and Terrorism

Datawitness has taken all reasonable precautions to protect the digital and microfilm images of your communications from destruction, or the results of Acts of Nature, God, and Terrorism, but cannot guarantee that those documents are beyond the reach of such causes. Datawitness cannot be responsible for loss of documentation as a result of such events.

Your Agreement

By registering with and using the Datawitness process or Web Site, you indicate your acceptance of these terms of use, and agree to abandon, waive, release, remise, forego and refrain from any actions of any kind against Datawitness Online Ltd., The Eastman Kodak Company, and any other partner of or supplier to Datawitness, for loss, damage, harm or injury of any kind whatsoever, the result of or associated in any way with your use of this web service.

Limitation of Liability Top

In the event that the Company is found liable for some loss suffered by you as a result of using this Web Site, notwithstanding the terms and conditions of use, the total aggregate liability for the Company to you for any and all claims arising from the use of this website, is limited to $50.00 per individual regardless of the number of events in respect of which you may make claims.

By accepting these Terms and Conditions you agree to abide by them, and certify that you have received the privacy policy contained herein.

Affiliate Terms and Conditions - Datawitness Online Ltd. - January 2007

This is a legal agreement between you and Datawitness. By clicking on the “I accept” and submit button at the end of the affiliate online application, you agree to be bound by the terms and conditions of this agreement. Please read this entire agreement carefully before accepting its terms.

In this agreement, the term "Affiliate" refers to you (the applicant). Wherever the agreement refers to "you" or "your", it means "the Affiliate"; "we" or "our" refers to the Datawitness Affiliate Program.

Affiliate Site

The Datawitness Affiliate Program will create a unique URL for you when you agree to the Affiliate Terms and Conditions.

We will provide you with instructions and special link formats ("Link Formats") designed for accurate tracking and reporting for all links between your site(s) and our site(s) and you will be solely responsible for properly utilizing the Link Formats. Once established, the links utilizing the Link Formats ("Special Links") will be used to determine any fees that may be paid. Failure by you to maintain the Special Links or use the Link Formats as instructed may result in a loss to you of fees.

We will process orders that are placed on our site by customers who follow the Special Links directly from your site(s) to our site(s), and will record those orders as being associated with a referral through the Special Links from your site. A report summarizing sales activity is available online anytime through the Reseller area of your account.

Commissions Top

You will receive commissions from orders placed through your Affiliate site(s). For a sale to generate a commission to an Affiliate, the customer must complete the order form and remit full payment. The commission structure is as follows:

10% of Sales Revenue

Payment

Datawitness will send a check for the applicable commissions on or about the 1st of the month for the previous month's commissions. If any order that generated a referral fee is returned by the customer, or if there are any chargebacks, the amount will be deducted from the next monthly payment. If there is no subsequent payment, the Affiliate will be invoiced.

A minimum of $30 must accumulate in your commission account before a payment will be processed.

Datawitness will make every reasonable effort to track and pay commissions for all sales that apply to the Affiliate. However, Datawitness is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish this service. The Affiliate understands that Affiliate tracking can never be 100% accurate and Datawitness is not responsible for inaccuracies that might occur beyond its control. Tracking of Affiliate sales depends on several factors, technical and otherwise, which are beyond the control of Datawitness. It is the goal of Datawitness to make Affiliate tracking as accurate as possible. However, Datawitness cannot guarantee 100% tracking due to situations beyond our control.

Note: We do not make payments to people who use the Affiliate Program to purchase products for their own use. The Affiliate Program is designed to allow Affiliates to promote our products to other people and entities. In other words, please don't sign up for the affiliate program and then use your own link to purchase a product. You will only receive commissions for products that are sold to other people.

Order Fulfillment

Datawitness will be solely responsible for processing every order placed by a customer via Affiliate sites.

Customers Top

Customers who purchase products and services through the Affiliate Program will be deemed to be customers of Datawitness. Accordingly, all Datawitness rules, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. Datawitness policies will always determine the price paid by the customer.

Qualifying Sites

The Affiliate shall follow Datawitness advertising guidelines and agrees not to misrepresent Datawitness products or services. The Affiliate agrees to use only Datawitness-approved ads.

Datawitness reserves the right not to accept any site into the Affiliate Program based on site content. Sites that do not qualify for the Datawitness Affiliate Program include sites which:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• violate intellectual property rights

Unsolicited Commercial Email or SPAM

Datawitness in no way participates in mass unsolicited emailing (i.e. spamming), and the Affiliate must adhere to this policy as well. Violation of this policy will result in the termination of this contract and immediate dismissal from the Datawitness Affiliate Program.

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(s) or otherwise, that reasonably would contradict this statement.

Termination Top

Both Datawitness and the Affiliate reserve the right to terminate this Agreement at any time. The term of this Agreement shall be for a period of one year from the date hereof and shall automatically renew upon each anniversary without further act of the parties unless either party has terminated this Agreement by written notice to the other. If the Agreement is terminated, outstanding commissions at time of termination shall be paid in the next payment so long as the terms of this Agreement were not violated by the Affiliate. Payment of the final commission payment to the Affiliate may be withheld for a reasonable time in order to ensure that the correct amount is paid.

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 commissions paid or payable to you under to this Agreement.

Disclaimers Top

We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate site(s) will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

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.

By submitting the Affiliate order form, you acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement. Datawitness reserves the right to modify this Agreement.

This is a legal agreement between you and Datawitness. By clicking on the “I accept” and submit button at the end of the affiliate online application, you agree to be bound by the terms and conditions of this agreement. Please read this entire agreement carefully before accepting its terms.