TERMS AND CONDITIONS

THIS AFFILIATE AGREEMENT (the 'Agreement') is a legally binding agreement describing the relationship between you, the Affiliate and Envisionext.Com By signing up as a Envisionext Inc. Affiliate, you are expressing acknowledge that you have read, understand and agree to all of the terms and conditions contained below

1. Provision of Services

During the term of this Agreement, Envisionext Inc. engages Affiliate, and Affiliate agrees to be engaged, as a non-exclusive Affiliate of Envisionext Inc. sites and services, and agrees to promote such sites and services in compliance with the terms of this Agreement.

2. Affiliates shall at no time misrepresent thier websites as official. Failure to comply will result in immediate termination of agreement and all earnings void.

3. Affiliate Commissions

All payouts are sent twice monthly by wire transfer, epassporte, RevUpCard, EUR checks or other means that may be offered at a later point. Payouts are calculated based on commissions received during a two week period. The first period begins the 1st of each month and concludes on the 15th. The second period begins on the 16th of each month and concludes on the last day of the month. Payments will be made on the 1st (or next business days) and the15th (or next business day) of the following period. The minimum payout is Ђ500 for wire transfers and Ђ50 for any other payout method. If this amount is not reached in one pay period, the amount will be carried over to the next period(s) until it is reached. Wire transfers are subject to a Ђ35 service fee which will automatically be deducted from the wire amount. Affiliates will only be paid Ђ15 for joins to our sites that occur via ACH (Automatic Clearing House) or Direct Debit transactions.

4. Affiliate Links

Affiliate shall receive, or have made available thereto, banner, button and/or text links to Envisionext Inc. websites (hereinafter referred to as 'Links'). These 'Links' may contain logos and/or identifying marks of any of Envisionext Inc. websites. Affiliate's use of these Links shall at all times be subject to the terms and conditions hereof. Affiliate has the discretion to display these Links in accordance with its own site design, provided that at no time shall Affiliate be permitted to alter, modify or expand such Links in any way without the prior written consent of Envisionext Inc.

5. Free Promotional Content

Affiliate is permitted to use free photo and/or video content provided by Envisionext Inc. for promotion purposes. Affiliate shall not change or alter the content in any way. All promotional content is exclusively assigned to a specific Envisionext Inc. website and may only be used to promote the specified website. At no time and under no circumstances is affiliate permitted to use such content to promote another site, even if it is also part of the Envisionext Inc. network. No links to other sites are permitted on pages where Envisionext Inc. free promotion content is used. Upon termination of this agreement by either party the content must be deleted from Affiliate's server, offline storage and any other media that Affiliate stored this content on. Affiliate must under no circumstances make such content available to minors. Affiliates are forbidden from harvesting content from Envisionext Inc. member sections for promotional or other purpose without express, written consent from Envisionext Inc.

6. Term and Termination

The term of this Agreement will begin upon Envisionext Inc. approval of Affiliate's application and the subsequent execution of this Agreement, and will end when terminated by either party, or as otherwise described herein. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Upon such notice, Affiliate agrees to promptly destroy or return to Envisionext Inc. any and all artwork or other proprietary material pertaining to Envisionext Inc. in Affiliate's possession or control. Furthermore, Affiliate shall immediately remove from any and all Affiliate sites any and all Envisionext Inc. marks, Links and references to any of Envisionext Inc. sites. If this Agreement is terminated by Envisionext Inc. due to a violation of the terms of this Agreement, Affiliate understands that it shall not be eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, Affiliate acknowledges that it shall only be eligible to earn a commission on sales occurring during the term of the Agreement. Any affiliate's account whose chargebacks exceed 2% or higher will be banned and all earnings void.

7. Standards/Rejection of Application

Envisionext Inc. may terminate this Agreement, or refuse Affiliate's application, for any reason, including if it is determined, in Envisionext Inc. sole discretion, that such site is unsuitable, Affiliate's account is inactive for more than thirty (30) consecutive days, or contains objectionable material, including but not limited to a) unlawful or harmful content; b) threatening or defamatory content; c) a site that facilitates or promotes illegal activity; d) a site that promotes fraudulent or unethical business practices; e) if the site promotes discrimination based on race, sex, religion, nationality, disability or age; f) incorporates or displays any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property right; g) a site that promotes 'warez,' adult passwords, rape, bestiality, or child pornography.

Envisionext Inc. may terminate this Agreement upon a finding that any Affiliate has altered the HTML code of any website. Any traffic or signups received in this manner will not be credited to the Affiliate. Additionally, no 'hot linking' of any banners from the Envisionext Inc. servers will be permitted unless clearly stated otherwise. Any such activity shall result in immediate termination of this Agreement.

With the exception of certain verified opt-in mailings, Envisionext Inc. prohibits any form of unsolicited bulk emailing (commonly referred to as 'spamming') by any Affiliate, either related or unrelated to Envisionext Inc. Affiliate's participation in verified opt-in mailings shall only be permitted upon prior written consent of Envisionext Inc. For the purpose of this Agreement, spamming also includes any similar, abusive behaviour including, but not limited to automatically sending scripted text (and website URL) disguised as 'chat' into any third party chat room, bulletin board or website. Any report of Affiliate spamming will be investigated immediately, and Envisionext Inc. may, in its sole discretion, suspend the account of the Affiliate in question pending the review or investigation of the reported spamming. Envisionext Inc. will terminate any Affiliate found, in its sole discretion, to have engaged in this prohibited behaviour, and the termination provisions above will apply. Envisionext Inc. reserves the right to take any other action it deems necessary in this regard, and further reserves the right to change these standards from time to time, to be effective upon notice to Affiliate. Affiliate's placement of Links and promotion of Envisionext Inc. shall at all times accurately reflect the nature of Envisionext Inc. website. Any misleading or blind links may, in Envisionext Inc. sole discretion, be considered a violation of the terms hereof.

8. Relationship of Parties

Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority, express or implied, to make, accept, or negotiate any offers or representations on behalf of Envisionext Inc. Furthermore Affiliate may not advertise Envisionext Inc. sites in a fashion that creates the impression that Affiliate's sites are officially connected with Envisionext Inc. or any of its websites or products.

9. Notices

All notices or demands hereunder shall be given in writing and will be deemed sufficiently given when transmitted by electronic mail, via postings on the Envisionext Inc. website, or via facsimile. By executing this Agreement, Affiliate confirms his or her understanding that Envisionext Inc. will periodically send materials via email to its Affiliates, including newsletters, and Affiliate agrees to accept such email.

10. Ownership of Work Product/Proprietary Materials

(a) All materials, documents, data, software, information and inventions supplied to Affiliate by or on behalf of Envisionext Inc. shall be and remain the sole and exclusive property thereof. All such property shall be delivered to Envisionext Inc. by Affiliate, immediately upon demand, or destroyed, as may be requested. (b) Affiliate acknowledges that it receives, for the term of this Agreement, a non-exclusive, non-transferable, revocable license to (i) access Envisionext Inc. site through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use Envisionext Inc. logos, trade names, trademarks and other proprietary identifying material, solely for the purpose of promoting Envisionext Inc. as contemplated herein. Affiliate may not alter, modify or change the above-listed items in any way. Affiliate shall not make any specific use of any Envisionext Inc. proprietary material for purposes other than promoting the business of Envisionext Inc. on behalf of Envisionext Inc. Affiliate agrees not to use such material in any manner that is disparaging or otherwise portrays Envisionext Inc. in a negative light. Envisionext Inc. reserves all rights in its logos, marks, names and other proprietary material, and all other intellectual property rights thereto. Envisionext Inc. may revoke the rights granted to Affiliate at any time, for any reason, upon written notice to Affiliate. All rights granted pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.

11. Amendment

This Agreement may be amended or modified only by a written document signed by both parties hereto. Each party shall have the right to enforce the provisions of this Agreement in strict accordance with its terms. The failure of either party at any time to enforce its rights hereunder strictly in accordance with the same shall not be construed as having created a custom contrary to the specific provisions hereof or as having in any way modified or waived same.

12. Entire Agreement

This Agreement sets forth and constitutes the entire agreement and understanding between Envisionext Inc. and Affiliate with respect to the subject matter hereof, and it supersedes all previous oral or written communications, representations, or agreements between the parties concerning the subject matter hereof.

13. Survival

The respective rights and obligations of the parties set forth in this Agreement shall indefinitely survive the expiration or termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

14. Governing Law/Venue

This Agreement will be governed by and construed in accordance with the laws of the Republic of Panama. The parties agree that the venue for any litigation arising out of this Agreement shall be brought in any appropriate state or federal court located Panama City, and the parties hereto expressly waive any other jurisdiction or venue.

15. Compliance with Applicable Law

Affiliate shall at all times conduct all activities undertaken pursuant to this Agreement or in any way associated with Envisionext Inc. in compliance with all applicable Federal, State or International laws, rules, regulations or ordinances applicable in any jurisdiction in which Affiliate operates. Affiliate understands and agrees that any violation of applicable law in any jurisdiction by Affiliate while acting pursuant to its relationship with Envisionext Inc., such Affiliate will indemnify and defend any claims brought against Envisionext Inc., its employees, officers, or related entities. Affiliate agrees to not only defend in such claim, but to reimburse Envisionext Inc. for any expenses incurred as a result of Affiliate's violation, including reasonable attorneys' fees, court costs, and other expenses associated with Affiliate's violation. Affiliate shall notify Envisionext Inc. immediately of any actual or potential violation.

16. Indemnification For Civil Actions Brought Against Envisionext Inc.

In addition to indemnifying Envisionext Inc. for any violation of law as noted above, Affiliate also agrees to indemnify and defend Envisionext Inc. in any civil action. The Affiliate shall perform the work at its own risk, and shall notify Envisionext Inc. immediately in the event civil legal action is threatened or filed. The Affiliate shall indemnify and hold harmless Envisionext Inc. from any claim, demand, loss, liability, damage or expense arising in any way from the Affiliate's work.

17. Force Majeure

Envisionext Inc. shall not be liable to Affiliate for inaccessibility to any of its services or 'downtime' due to, but not limited to: i) server failure; ii) Internet weather (or other Internet/ISP problems beyond the control of Envisionext Inc.); iii) processor downtime; iv) routine or emergency maintenance; or v) any other technical difficulties which may occur in the day-to-day operations of Internet websites including the loss of sales and traffic statistics. Envisionext Inc. may, but shall not be obligated to, provide assistance and/or alerts to Affiliates regarding such conditions.

18. Legal Age of Affiliate

Any Affiliate or representative thereof must be at least eighteen (18) years of age to participate in any Envisionext Inc. program. Affiliate, by executing this Agreement, affirms that he or she is at least 18 years old.

19. Electronic Signatures

The parties hereto acknowledge that an electronic affirmation to be bound by the terms of this agreement shall serve for all purposes in the manner and with the legal force and effect of a written signature. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date when Affiliate has submitted its application to participate in the Envisionext Inc. affiliate program.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date when Affiliate has submitted its application to participate in the Envisionext Inc. affiliate program.

Amendment

THE FOLLOWING APPLIES TO ALL ENVISIONEXT.COM AFFILIATES, AND CONCERNS THE TRANSMISSION OF COMMERCIAL AND/OR SEXUALLY-ORIENTED E-MAILS IT DOES NOT WAIVE OR SUBSTITUTE THE SPAM POLICY DESCRIBED IN THE TERMS AND CONDITIONS BUT RATHER ADDS TO IT:

THE 'CAN-SPAM ACT OF 2003' (THE 'ACT'), WHICH BECAME EFFECTIVE JANUARY 1, 2004, APPLIES TO ANY COMMERCIAL E-MAILS SENT TO ANY U.S. RECIPIENT, SEXUALLY EXPLICIT OR OTHERWISE. FULL COMPLIANCE WITH THE ACT IS REQUIRED AS A TERM OF THIS AGREEMENT, AND AFFILIATES ARE RESPONSIBLE FOR READING AND UNDERSTANDING ALL PROVISIONS THEREOF. THE ACT IS AVAILABLE AT:

http://www.spamlaws.com/

AFFILIATES MUST COMPLY WITH THE ACT, AND ANY LIABILITY/DAMAGES THAT ARISE FROM FAILING TO COMPLY WILL BE THE SOLE RESPONSIBILITY OF THE AFFILIATE. THE FOLLOWING OUTLINES THE BASIC REQUIREMENTS OF THE ACT, BUT IS INTENDED ONLY TO SERVE AS A GUIDELINE, AND NOT AS A REPLACEMENT FOR READING AND UNDERSTANDING THE ACT ITSELF.

THIS IS NOT INTENDED TO SERVE AS LEGAL ADVICE, AND IT IS RECOMMENDED THAT YOU AND YOUR LEGAL COUNSEL DETERMINE FOR YOURSELVES HOW BEST TO COMPLY.

ADULT/SEXUALLY EXPLICIT E-MAIL CONTENT E-MAIL CONTAINING SEXUALLY ORIENTED MATERIAL MUST INDICATE THAT THIS TYPE OF CONTENT IS CONTAINED IN THE E-MAIL BY INCLUDING A WARNING LABEL IN THE SUBJECT HEADING. THE RECIPIENT MUST TAKE FURTHER ACTION TO VIEW THE SEXUALLY ORIENTED MATERIAL; THE E-MAIL CONTENT INITIALLY VIEWABLE TO THE RECIPIENT WHEN THE E-MAIL IS OPENED MUST INCLUDE ONLY THE WARNING LABEL AND A MECHANISM FOR ACCESSING, OR INSTRUCTIONS ON HOW TO ACCESS, THE SEXUALLY ORIENTED MATERIAL.
ALL COMMERCIAL E-MAILS THE ACT PROHIBITS THE SENDING OF ANY COMMERCIAL E-MAILS (SOLICITED OR UNSOLICITED) THAT CONTAIN THE FOLLOWING (IT IS REQUIRED THAT AFFILIATES READ AND UNDERSTAND THE DEFINITIONS RELATED TO THESE REQUIREMENTS IN THE ACT ITSELF):

1. FALSE OR MISLEADING SUBJECT AND/OR HEADER INFORMATION.

2. SUBJECT AND/OR HEADER INFORMATION THAT INCLUDES AN ORIGINATING E-MAIL ADDRESS, DOMAIN NAME OR IP ADDRESS OBTAINED THROUGH FALSE OR FRAUDULENT MEANS, BUT IS OTHERWISE ACCURATE.
3. SUBJECT AND/OR HEADER INFORMATION THAT FAILS TO ACCURATELY IDENTIFY THE COMPUTER USED TO ORIGINATE THE E-MAIL FOR THE PURPOSE OF DISGUISING THE ORIGIN OF THE E-MAIL.



UNSOLICITED COMMERCIAL E-MAIL ANY UNSOLICITED COMMERCIAL E-MAIL MUST INCLUDE:

1. CLEAR AND CONSPICUOUS IDENTIFICATION OF THE E-MAIL AS AN 'ADVERTISEMENT' OR 'SOLICITATION.'

2. NOTICE THAT THE RECIPIENT MAY ELECT NOT TO RECEIVE, OR 'OPT-OUT,' OF ADDITIONAL E-MAIL.

3. A RETURN E-MAIL ADDRESS OR OTHER EFFECTIVE INTERNET MECHANISM THE E-MAIL RECIPIENT MAY USE TO NOTIFY YOU THAT THE RECIPIENT WISHES TO 'OPT-OUT' (DOES NOT WISH TO RECEIVE) OF ADDITIONAL COMMERCIAL E-MAILS.

4. A PHYSICAL POSTAL ADDRESS OF THE SENDER.

THE 'OPT-OUT' MECHANISM REQUIRED UNDER THIS PROVISION MUST BE AVAILABLE FOR AT LEAST 30 DAYS AFTER THE TRANSMISSION OF THE ORIGINAL E-MAIL. ADDITIONALLY, ANY OPT-OUT REQUESTS MUST BE HONORED WITHIN 10 DAYS OF THE RECEIPT OF SUCH REQUEST.

YOU MAY NOT SELL OR OTHERWISE TRANSFER TO ANYONE ELSE THE E-MAIL ADDRESSES OF THOSE PERSONS WHO ELECT TO OPT-OUT.



ADDITIONAL PROHIBITED ACTIVITIES THE FOLLOWING ADDITIONAL ACTIVITIES ARE PROHIBITED BY THE ACT:

1. TRANSMITTING COMMERCIAL E-MAIL USING E-MAIL ADDRESSES OBTAINED FROM WEBSITES, PROPRIETARY ONLINE SERVICES, OR OTHER BUSINESS OR ENTITY THAT HAS REPRESENTED TO ITS USERS THAT IT WILL NOT SHARE, SELL OR OTHERWISE TRANSFER THE RECIPIENTS' E-MAIL ADDRESSES OR OTHER INFORMATION TO ANOTHER PARTY.

2. TRANSMITTING COMMERCIAL E-MAIL USING E-MAIL ADDRESSES OBTAINED USING SOFTWARE OR SOME OTHER DEVICE THAT GENERATES POSSIBLE E-MAIL ADDRESSES BY COMBINING NAMES, LETTERS AND/OR NUMBERS (SUCH AS A RANDOM EMAIL ADDRESS GENERATOR).

3. USING ANY COMPUTER WITHOUT AUTHORIZATION TO SEND E-MAIL MESSAGES THAT VIOLATE ANY PROVISION OF THE ACT.
4. USING A COMPUTER TO RELAY OR RETRANSMIT E-MAIL, WITH THE INTENT TO DECEIVE OR MISLEAD RECIPIENTS, INTERNET SERVICE PROVIDERS, OR OTHERS REGARDING THE ORIGIN OF THE E-MAIL.

5. USING A SCRIPT OR OTHER AUTOMATED MEANS TO CREATE AND/OR REGISTER E-MAIL ACCOUNTS OR OTHER ONLINE ACCOUNTS FROM WHICH COMMERCIAL E-MAIL IN VIOLATION OF THE ACT WILL BE SENT OR FORWARDED.

IMPORTANT

COMPLIANCE WITH THE ACT BECAME AN EXPRESS CONDITION OF PARTICIPATION AS AN AFFILIATE ON THE DATE IT BECAME EFFECTIVE, AS THE AFFILIATE AGREEMENT HAS ALWAYS REQUIRED COMPLIANCE WITH APPLICABLE LAW. IT IS IMPORTANT TO NOTE, HOWEVER, THAT THESE REQUIREMENTS ARE IN ADDITION TO OTHER ANTI-SPAM PROVISIONS CONTAINED IN THESE TERMS.

FAILURE TO COMPLY WITH THE ACT WILL RESULT IN THE IMMEDIATE TERMINATION OF YOUR ACCOUNT, AND YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD ENVISIONEXT INC. HARMLESS, AS WELL AS ITS AGENTS, EMPLOYEES AND REPRESENTATIVES, FROM ANY COST, EXPENSE, LAWSUIT, CLAIM, OR LIABILITY OF WHATEVER NATURE WHATSOEVER ARISING OUT OF ANY VIOLATION OF THE ACT, IN ADDITION TO YOUR AGREEMENT TO INDEMNIFY ENVISIONEXT INC. AS PROVIDED FOR ELSEWHERE IN THIS AGREEMENT

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Envisionext, Inc. is a privately-held global enterprise focused on establishing leadership in the online industries via the use of its highly qualified staff and the latest technologies. Envisionext offers a wide spectrum of products and services that include commercial design, website design and development, website hosting, business strategy solutions, online marketing and branding, content management, affiliate programs, and others.