Affiliate Sign-up Form

Affiliate sign-up

Welcome to the Cire Affiliate Network!

Our program is free to join, it's easy to sign-up and requires no technical knowledge. Plus for a limited time receive a $10 sign up bonus.

How Does It Work?
When you join our network you will get an access to your own control panel.

There you can get banners and text links to promote the Cire Network Merchants.

When you refer customers to a network merchant, you will receive a percentage of their purchase as a referral commission.

Real-Time Statistics And Reporting
Check your statistic, sales, traffic, account balance and see how your banners are performing anytime in your affiliate panel.

The Web Weaver

The Web Weaver

Affiliate Sign-up Form
Account information
Email	*
Website URL

Personal information
First Name	*
Last Name	*
Company
Street	*
City	*
State/Province	*
Country	*
ZIP/Postal Code	*
Phone Number	*
Fax Number
Tax SSN/EIN (USA only)	*

Terms of Service To be an authorized affiliate of Cire, you agree to abide by the terms and conditions contained in this agreement. This is the Affiliate Membership Agreement that will govern your participation on this Cire Network. Please read this Agreement, then click on the button below to digitally sign this Agreement. AFFILIATE MEMBERSHIP AGREEMENT This Affiliate Membership Agreement is between Cire Computer Productions Corporation, a North Carolina, U.S.A. corporation ("Cire") and You ("You" or Your). If You have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity. This Agreement" refers to, individually and collectively depending upon the context, this Affiliate Membership Agreement and any and all Network Policies and Guidelines as in effect from time to time. In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1 Registration, etc. 1.1 Registration. To use (or continue to use) any Cire Network as a Network Affiliate, You must provide Cire with truthful, accurate and complete registration information. If any such information changes, You must immediately update Your registration information. 1.2 Verification. Cire has the right to confirm or otherwise verify or check, in its sole determination, the truth and accuracy of any registration information at any time. Please note that the verification of Your registration information, specifically, your name, address and Tax identification number, against a third party database may be considered under certain laws to constitute a "credit check. Notwithstanding that, your participation in the Cire Network as a Network Affiliate does not depend on Your credit worthiness or financial stability. Cire is not making as part of the registration process, and will not otherwise make, any type of inquiry to any third party regarding any individual's credit history and personal financial information without first obtaining such individual's express prior authorization to do so. Please be advised that if any information is determined in good faith by Cire to be misleading, inaccurate or untruthful, Cire may restrict, deny or terminate Your account, Your access and use of, and/or anybenefits derived from Your participation on, any Cire Network; Cire may also withhold payment of any commissions and/or other fees that may be or become due or payable to You, and may assess charges against such amounts for Cire's activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with this Agreement. 1.3 Participation. To join any Cire Network, You must be an individual who is at least 18 years old or an entity, and must provide at Your expense your own computer equipment and Internet access. 1.4 Use of the Network. You may use any Cire Network only for business purposes and not for personal, household or family purposes. 2 Defined Terms 2.1 The following terms have the meanings indicated: Content means information, data, text, documents, software, music, sound, photographs, graphics and video. A "corporate affiliate" of a person is anyother person that, directly or indirectly, controls such person, is controlled by such person, or is under common control with such person, with "control" meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person. An end user means an actual or potential consumer, customer or other natural person. An "engagement" means any type of agreement or arrangement between a Network Merchant and any Network Affiliate that can be performed on or in relation to the Internet, including affiliate marketing, performance-based linking, insertion order, or any other type of agreement or arrangement. An "entity" means a sole proprietorship, corporation, partnership, limited liability company, trust, government agency or instrumentality or other entity recognized by law as a legal person separate from its owners. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." "Intellectual Property Rights" means technology, templates, designs, Sites, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto. A "link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button," text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site. "Cire Network" means one or more of the networks operated by Cire and consisting of participating Merchants (i.e., Network Merchants), on the one hand, and a proprietary pool of Sites (i.e., Network Affiliates), on the other hand. Through the Cire Network and use of the Cire Offering, such participants may explore, initiate and develop engagements with each other, typically on a one-on-one basis, and, in turn, to track, report on and/or otherwise manage or have managed such engagements. Currently, Cire Network includes any of the following networks: "The Cire Network'", the "B2B Cire Network", "Cire Canada Network" and "Cire UK Network." Cire Offerings means (a) Cire's offerings to be a Network Affiliate or Network Merchant participating on any Cire Network and (b) offerings provided by Cire or any Cire Related Parties in the form of technology, software, reports and databases, customer support, account management and other client services, symposia, summits and other educational and networking events, as well as any other tools, services, and other resources that may be provided or otherwise made available from time to time. Cire Related Parties means Cire's corporate affiliates and its and their contractors, licensors, licensees and suppliers. The phrase provided by Cire or Cire-provided shall, when used in relation to tools, services, resources or other offerings, encompass the provision thereof by Cire or Cire Related Parties. The phrase tracked by Cire or Cire-tracked shall, when used in relation to any engagement, encompass the tracking thereof by Cire or Cire Related Parties. "Merchant" means any person that owns or operates a Site and/or other business that can acquire customers or other types of end users by way of the Internet. "Network Affiliate" refers to a Site that participates on one or more Cire Networks and, through such participation and use of the appropriate Cire Offerings, desires or makes itself available to be recruited or to enter into engagements to display, distribute or place qualifying links provided by Network Merchants for compensation. "Network Affiliate Account Area" means, for any Cire Network, the Webpage(s) or other area of the Site having the URL designated from time to time by Cire for use by members of that Network for the purpose of facilitating formation of qualifying links, accessing reports and otherwise participating in such Cire Network. "Network Merchant" refers to a Merchant that participates on one or more Cire Networks and, through such participation and use of the appropriate Cire Offerings, desires or seeks to recruit Network Affiliates to enter into engagements with such Merchant in order to display, distribute or place its qualifying links for compensation. A "person" is to be broadly construed and includes any natural person or entity. A "qualifying link" means any type or format of link that is provided or authorized by a Network Merchant to be displayed, distributed or placed on or by a Site pursuant to an engagement and which, through addition and/or use of any technology and/or methodology, can be tracked so that such Network Merchant can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term qualifying link shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a qualifying link. A "tracked activity" means any type of preagreed or predefined activity or result that is sought by a Merchant in relation to a qualifying link. The kinds of tracked activities that a Merchant may seek to promote through such arrangements may include, by way of example, impressions, click-throughs, the sale of products or services, the downloading of software, files or other items, the completion of an application, registration or other form, the opening of an account, membership enrollment, or anyother kind of action, transaction or activity that can be tracked and reported upon. "Web" or "Internet" or "online" means the global computer network currently referred to as the Internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it. "Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both. A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement. 3 Participation; Your Business 3.1 Participation. Subject to the terms and conditions in this Agreement, You may use the Cire Offerings to Network Affiliates via the Network Affiliate Account Area or otherwise to enter into, track and report on, and/or manage (or have managed) affiliate marketing and/or other types of Cire-tracked engagements on behalf of Your business. 3.2 Voluntary Participation. Your participation in anyone or more Cire Networks is as an Online Affiliate. Your participation is purely voluntarily and You may terminate Your participation at anytime. Neither Cire nor any Network Merchant shall be construed or deemed as having solicited, requested or procured You or Your services to promote Cire or any Network Merchant or its respective trade or business, or goods, products, property, or services. 3.3 Not a Supplier, etc. You are not and shall not, at anytime, be deemed to be a vendor, supplier or provider of goods or services to Cire, and neither Your participation on anyCire Network, use of any Cire Offerings or receipt of payment of any compensation under any Cire-tracked engagement shall be construed or be deemed to be an inducement for, solicitation of You to provide any products or services to Cire. 3.4 Prohibited Activities. In respect or in relation to any Site (or portion thereof) used by You in connection with Your participation on any Cire Network, You may not engage in any activity that is or constitutes, or that involves, facilitates, advocates or promotes, one or more of the following: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability; (b) libelous, defamatory, threatening, harassing, tortuous, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities; (d) gambling; (e) sale, export or use of illegal substances; (f) terrorism, sedition or other illegal activities; (g) MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights (h) a conflict or violation of any law or regulation or any Intellectual Property Rights or other rights of any person or entity; (i) harm to minors in anyway; (j) impersonation of any person, including any Cire representative, or misrepresentation of affiliation with any person; or (k) conducting of raffles, contests, lotteries or sweepstakes. 3.5 Regulated Business. You represent, warrant and covenant that Your businesses and activities will not cause, nor could cause, Cire or any Site with which You have entered into a Cire-tracked engagement to be or become subject to any law, rule or regulation adversely affecting Cire or such Site, and You shall defend and indemnify Cire and such Sites against any such adverse effect. 4 Engagements; Qualifying Links. 4.1 Use of Qualifying Links. Each qualifying link used by You in relation to a Cire-tracked engagement must include, in unaltered form, the special "tagged" link codes and/or other transaction tracking codes in the manner and format made available or otherwise dictated by Cire that, among other things, associate such qualifying link with such engagement. 4.2 Valid Referrals Only. You will place or use qualified links of a Network Merchant only with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable tracked activities for the benefit of such Network Merchant. You may not, nor knowingly permit any person to, activate a qualifying link or inflate the amount of any sought-after or resulting tracked activities through any method or technology that does not actually deliver an end user to the destination Site associated with such qualifying link. 4.3 Cire's Determination Final and Binding. All determinations of qualifying links and the compensation due to You made by Cire shall be final and binding on You. Cire's services do not involve investigating or resolving any claim or dispute involving You and any Network Merchant or other third party person. If Cire, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to You or any other party to the claim or dispute. 4.4 Merchants' Terms and Conditions. In addition to and without limiting Your obligations under this Agreement, the terms and conditions of the Network Merchant's engagement govern Your performance of such engagement including Your use of the associated qualifying links, the tracked activities sought, the compensation that might become payable, and any limitations or restrictions that may apply to Your promotion of such Network Merchant or its qualifying links. Cire has no liability or responsibility to review, endorse, police or enforce any such engagements. 4.5 Distribution of Qualifying Links. If You currently distribute, or plan to distribute, qualifying links on, to or through Sites other than those owned or operated by You and registered with Cire, You may do so (or continue to do so) until September 30, 2009 (or such later date as Cire may designate). After such date, You will be required to obtain Cire's approval to continue to do so. Such approval may be conditioned upon Your agreement to additional terms and conditions and additional disclosures in respect of Your distribution and/or use of such qualifying links. 4.6 No Modification. etc. of Qualifying Links. You will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by Cire and/or the Network Merchant to be used in connection with such qualifying link so that it may be properly tracked by Cire. 4.7 Termination of Qualifying Links. Cire or the relevant Network Merchant may terminate anyqualifying links associated with any affiliate marketing programs of, and/or other Cire-tracked engagements with which You have entered into with such Network Merchant. You must remove any qualifying links after any termination of the corresponding engagements, including due to termination or expiration of a relevant Network Merchant's participation. If qualifying links are not so removed, Cire may redirect such links as it determines in its sole discretion, with or without compensation to You. 4.8 Discontinuing Use of Qualifying Links. You may at anytime discontinue use of qualifying links by removing such qualifying links from Your Site, with or without notice to Cire or, subject to the terms of Your engagement with the relevant Network Merchant, such Network Merchant, provided, however, that You remain subject to such engagement and this Agreement until you separately terminate such engagement or Agreement. 4.9 Cire as Neutral Host. Participation in any Cire Network is not an endorsement by Cire of anyNetwork Merchant or Network Affiliate. Cire operates the Cire Networks and/or provides the Cire Offerings as a neutral host, and Cire does not regularly or proactively monitor, regulate or police the usage thereof by any of its participants. Cire is not responsible or liable for the acts, omissions, agreements or promises of or by any Network Merchant, Network Affiliate or other Site using Cire offerings to enter into any arrangement or otherwise work with anyother person or entity. 4.10 Independent Contractors. Cire is the host of each Cire Network. Network Merchants and Network Affiliates are independent parties and Cire does not and shall not have any responsibility or liability for the acts, omissions, promotions, Content or qualifying links or other links of any Network Merchant, Network Affiliate or other third party, including breaches of engagements by Network Merchants, or for screening or policing the Sites or actions of Network Merchants or Network Affiliates. 5 Provision of Information 5.1 Reports; Revisions. You acknowledge and agree that each Network Merchant whose Program You join shall receive reports from Cire that identify You and may include data about You and Your qualifying links with that Network Merchant. If Cire is notified by a Network Merchant that it believes that its reports about its relationship with You contain an error or omission or otherwise require adjustment, Cire may elect to revise those reports as requested by the Network Merchant and make corresponding changes to Your Affiliate Reports. Since the reports Cire provides You and such Network Merchant are the bases for calculating the compensation, if any, due to You from that Network Merchant, any such adjustment may affect the amount of compensation to which You are entitled. 5.2 Data Furnished by Network Merchants. In providing Cire Offerings, including giving You reports on Your Network activities, Cire relies on data provided by Network Merchants. Cire is not obligated to confirm, and does not warrant or guarantee, the accuracy, truth or completeness of any data provided by Network Merchants. 5.3 Errors. If You believe that any of Your Affiliate Reports for any month contains errors in the data about Your engagement with any Network Merchant, You must notify that Network Merchant (with a copy to Cire) within ten days after the end of that month or any shorter period in Your engagement so that, if possible, the matter may be resolved. If any Affiliate Reports for any month are corrected or adjusted after the end of the month, then the period within which You must notify the Network Merchant (with a copy to Cire) of errors in the corrected or adjusted data shall be ten days after such correction or adjustment is posted or any shorter period in Your engagement. any dispute between You and a Network Merchant about any error You report must be resolved by You and that Network Merchant. In the event Cire is in receipt of funds from a Merchant for the purpose of paying commissions to You, and a dispute arises between you and the Merchant regarding the amount of the funds that are due, Cire will be entitled to return such funds to the Merchant, and to decline to offer further processing services until such dispute is resolved and Cire is notified, in writing, by all parties, that payments should resume. You agree that Cire shall have no obligations and incur no liabilities to You in connection with any such dispute. 5.4 No Personal End User Data. In order to provide any of the Cire Offerings, Cire does not require to be provided, nor does it capture, any personally-identifiable information about any end user who undertakes tracked activities in relation to You or any Network Merchant. Cire has no obligation or liability to You, any end user or any other person if You, any Network Merchant or other person should provide such information, for whatever reason, to Cire. 5.5 Privacy Policy. You will ensure that any and all Sites employed by You in connection with Your participation in any Cire Network or any Cire-tracked engagement will feature an easy-to-understand privacy policy, linked, at a minimum, conspicuously from such Site's home page, with a link that contains the word "Privacy", "Legal", "Terms" or similar language. Such privacy policy shall, in addition to the disclosures about Your privacy practices, identify the collection and use of any information You provide or may provide to Cire and to any Network Merchant or other Sites or persons with which You have any Cire-tracked engagement or other arrangement in relation thereto. As to Your personal information, Cire may use Your personal information in any manner or for any purpose that it determines to be appropriate or necessary in its sole discretion in connection with conducting any activities of or on any Cire Network and in relation to Cire Computer Production's business. 5.6 Backing Up Data and Other Precautions. Data transfer, conversion, processing and storage are subject to the likelihood of human and machine errors, delays, interruptions and losses. Cire is not liable for any such events or their consequences. You are solely responsible for adopting measures to limit the impact of such events, including backing up any reports or data provided to You. Cire may, from time to time, with or without notice, change the time period covered, type and/or scope of current or historical data stored by Cire and/or to which it provides You with access. 6 Your Obligations 6.1 No Circumvention. (a) You agree that You will not in any way bypass or circumvent, or attempt to bypass or circumvent, Cire and any Cire Network in connection with anyengagement You have entered into with any Network Merchant. This includes entering into a direct relationship or linking arrangement where Cire-provided qualifying links are not used in accordance with this Agreement such that Cire is unable to track and monitor the commissions owing to You under a Cire-tracked engagement or the fees owing to Cire therefore. You may not enter into any relationship that would result in the avoidance or reduction of the Cire tracking process, the commissions to be paid pursuant to this Agreement, or the fees to be paid to Cire as a result of any tracked engagement. (b) Further, if Cire brokers an introduction or arrangement between You and any Network Merchant through any Cire Offering, You and such Network Merchant will track any resulting engagement through using a Cire Network using Cire-provided qualifying links. This includes using Your Network Affiliate Account Area to investigate Network Merchant terms and contacting such Network Merchants directly to enter into engagements that are not tracked by Cire-provided qualifying links. Cire will be deemed to have brokered an introduction or arrangement in any of the following circumstances: (i) such Network Merchant recruits or otherwise first contacts You through use of any Cire Offerings; or (ii) You apply to such Network Merchant's affiliate marketing program or otherwise first contact such Network Merchant through use of any Cire Offerings; or (iii) at Your request or the Network Merchant's request or with Your or its express involvement, Cire arranges an introduction or facilitates the consummation of an arrangement between You and such Network Merchant through the use of any Cire Offerings. (c) Your obligations under this Section will survive any termination by You or Cire of Your participation in any Cire Networks for a period of one (1) year after such termination. Notwithstanding the preceding sentence, Your obligations under this Section will cease with respect to any individual Network Merchant upon the expiration or termination (other than due to breach by such Network Merchant) of such individual Network Merchant's participation in the relevant Cire Network. 6.2 No Poaching. You may not use any Cire Offerings in connection with aggregating, soliciting or recruiting Network Merchants, Network Affiliates, other Sites or other persons to form or join affiliate marketing, advertising or similar network. 6.3 No Sublicense, etc. You may not sublicense, rent, lease, sell, resell, outsource or service bureau any Cire Offerings, and any attempt to do so shall be null and void. 6.4 No Reverse Engineering. You will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt to derive source code of any Cire Offerings. 6.5 No Hacking, etc. You agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts, any Cire Offerings, including any servers, bandwidth supply, equipment, software and other technological resources provided by Cire. 6.6 No Spam. You may not use any qualifying links in any electronic message unless (a) You have received the express written authorization of the Network Merchant to use email or other electronic messages to promote it or its qualifying link and (b) any and all such electronic messages comply in all respects with this Agreement, the Network Merchant's terms and conditions, and any and all applicable laws, including the requirements of the Can Spam Act of 2003 (Public Law No. 108-187). Further, no electronic message initiated or sent by You or on Your behalf may identify Cire or, except as expressly authorized by an individual Network Merchant, any Network Merchant as a sender or sponsor of such electronic message. 6.7 No Interference. You may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any qualifying link that has been placed or distributed by another Network Affiliate including any action that would in anyway prevent the behavior or result that would occur or would have occurred had an end user activated such qualifying link without Your interference. 6.8 No Infringing Uses. You may not use anyname, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with Your use of any qualifying links, any Cire Network or any other Cire Offerings, in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to Your qualifying links or for any other purpose. 6.9 Fraud, Abuse, etc. You will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with Your participation on any Cire Network or in connection with any Network Merchant's affiliate marketing program or engagement. 7 Grant of License to You 7.1 Your Use of Cire Offerings. For each Cire Network of which You are a member in good standing, Cire grants You a personal, non-exclusive, non-transferable, non-sublicenseable, revocable and limited license and right, subject to the terms of this Agreement, to: (a) Participate in any Cire Network for which You have registered as a Network Affiliate. (b) Access the areas of the relevant Network Affiliate Account Area necessary for Your participation in such Cire Network as a Network Affiliate. (c) Solely for Your use in connection with Your participation in such Cire Network, download any reports made available to You by Cire. (d) Use any software code or other Content that is provided by Cire Solely for the purpose of creating and maintaining qualifying links in accordance with this Agreement and Your engagements, for such purpose, and no other purpose, but only in the form so provided. All other use of any Cire Network, Network Affiliate Account Area, any reports made available to You by Cire and such software code or Content, including modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution, performAnye, display, incorporation into another Site or mirroring is prohibited. 7.2 Use of the Cire Name. This Agreement does not grant to You any license or right to use Cire Computer Production's name or any of its logos or trade or service names or marks, except to the extent required to be used in connection with an URL. any press release or other public announcement by You regarding this Agreement or any Cire Network or that mentions Cire shall require the prior written approval of Cire. You agree that You shall not disparage Cire or any of the Cire Networks or any other participants thereof. 7.3 Duration of License Rights; Reservation. The above licenses with respect to any Cire Network are valid only while You remain a member of such Cire Network as a Network Affiliate in good standing and comply with this Agreement. Cire may revoke any such license at anytime by giving You notice by e-mail or in writing. Cire reserves all rights that are not specifically granted to You by this Agreement. 8 Grant of Licenses to Cire 8.1 Use of Your Content. Other than as provided below, in order to participate in the Cire Network, You are not required to provide Cire with any Content or other materials. Should You do so, by way of uploading, delivering or otherwise making available to Cire any Content and/or other materials (including anyIntellectual Property Rights therein and thereto), You agree to grant, and hereby grant, to Cire a non-exclusive, worldwide, royalty-free, sublicenseable, perpetual license to use and store the same including in relation to conducting its business or performing any services in relation to any Cire Network. This Section will survive any termination. 8.2 Use of Your Name. Cire shall have the right to refer to You by Your name in connection with any Cire Network and/or the performance or provision of any Cire Offerings, including in communications sent to actual or prospective participants of the Cire Networks in which You participate. 8.3 Disclosure of Business Relationship. Nothing in this Agreement shall prevent Cire from making any public or private statements about Your business relationship with Cire and/or anyNetwork Merchant and/or Your participation in any Cire Network. 8.4 Use of Your Logo. Except as expressly provided above, Cire shall not use any of Your logos and/or other trademarks without Your prior written approval. any and all uses of Your logos and/or other trademarks shall be in accordance with Your specified usage guidelines. 9 Representations and Warranties 9.1 You represent, warrant and covenant as follows: (a) You have the legal right to conduct any business conducted by You including in respect of any Site(s) participating in any Cire Network; and (b) any and all information You provided as part of the registration process or otherwise shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by Cire; and (c) This Agreement has been duly and validly authorized, accepted, executed and delivered by You (or Your authorized representative) and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; and (d) The performance by You of this Agreement and the participation by You in any Cire Network and any relevant Network Merchant's engagement does not and shall not conflict with or violate (i) any law, rule, regulation, order, judgment, decree, agreement or instrument applicable to You or (ii) if You are an entity, any provision of Your certificate of incorporation or other organizational documents. 10 Non-Disclosure 10.1 Confidential Information. You acknowledge that in connection with Your participation on a Cire Network and/or in one or more Network Merchants' engagements, You will be provided with confidential and proprietary data and information from time to time through reports as well as other Cire Offerings to You through Your Network Affiliate Account Area or otherwise. Such confidential and proprietary data and information may be owned variously by Cire or Network Merchants and/or its or their suppliers or contractors. You will retain ownership of any data and information that You independently collect through Your Sites without the use of Cire Offerings, provided that any data and information that may be provided by You to Cire shall be deemed to be covered by the licenses granted to Cire under this Agreement. 10.2 Duty of Care. You will keep all reports, data and other confidential information provided to You through the Network Affiliate Account Area or otherwise strictly confidential. Without Cire's prior written consent, You will not disclose any such confidential information to any third party or use any such confidential information other than solely as and to the extent required for you to perform under this Agreement and/or Your engagements with any Network Merchants. 10.3 Need to Know Basis. You may disclose any such confidential information only to Your employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such information. 10.4 Legally Required Disclosures. If You receive any document request, interrogatory, subpoena or other legal process (Request) that would, by its terms, require the disclosure of any Confidential Information protected by this Agreement, then promptly upon receipt thereof, and prior to making any response thereto, You will notify Cire in writing of Your receipt of such Request, and shall provide a copy thereof. Upon receipt of such notice, Cire may seek to intervene in the matter in which the Request was issued to seek protection of the confidentiality provided for by this Section. Absent written agreement signed by Cire, You may not make such disclosure absent an order or directive from the tribunal from which a Request was issued. Cire will be entitled to seek and obtain injunctive relief preventing any breach of Your obligations under this Section, without the need to show irreparable harm, and without the need to post a bond or undertaking. 11 Payment; Fees 11.1 Network Merchant Responsible for Payment. You acknowledge that Your entitlement to any compensation reported with respect to any tracked activity (including if reported) is solely a function of the terms of Your agreement with the relevant Network Merchant and that such Network Merchant is solely responsible for its payment. Cire is not liable or responsible for payment or collection. This is true even if Cire performs the function of processing payments to you on behalf of Network Merchants. 11.2 Payment Terms. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to You from the relevant Network Merchant, since payment may be subject to conditions established by that Network Merchant, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or charge backs and minimums for earned compensation before payment is made. 11.3 Cire's Right to Assess Fees. Cire may, at anytime upon prior written notice to you as described below, commence charging or assessing fees in relation to any or all Cire Offerings made available to You including Your participation on any Cire Network(s). Except as otherwise expressly provided in this Agreement, in the event Cire elects to charge or assess fees, You will be notified at least one (1) month in advance in writing by email or posting through the Network Affiliate Account Area. You may elect not to pay any such fees by discontinuing Your participation in all Cire Offerings prior to the commencement of such fees. any and all fees or other charges may be offset against or debited from any amounts that might be held in account for You by Cire or Cire Related Parties including any amounts that may be due, payable or paid to You by any Network Merchants or other third parties. 11.4 Tax. You agree that You are solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with Your participation in any Cire Offerings, Cire Network or any Network Merchant engagement. 12 Compliance with Laws 12.1 You and Your affiliates, officers, directors, employees, consultants, agents and representatives, and the conduct of Your business, Your performance under any engagements with any Network Merchant, and Your use of any Cire Network and/or Cire Offerings shall comply at all times with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees. 13 Termination of Network Merchants 13.1 Any Network Merchant's participation in any Cire Network may end or be suspended for a number of reasons, including expiration or early termination of its merchant agreement with Cire, and You shall not necessarily receive any prior notice that such Network Merchant's participation is ending. 13.2 If a Network Merchant's participation in any Cire Network ends or is suspended for any reason, its program conducted through such Cire Network shall end or be suspended and Cire may, without notice to You, terminate or suspend all qualifying links that You have with that Network Merchant immediately or, in Cire Computer Production's discretion, at anytime thereafter. Cire shall have no obligation or liability to You because of any such termination or suspension of any Network Merchant. 14 DISCLAIMER OF WARRANTIES 14.1 EACH Cire NETWORK AND any Cire OFFERINGS ARE PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE." 14.2 EACH OF Cire AND Cire RELATED PARTIES hereby disclaims any and all warranties, express or implied, incluDIng anywarranty as to accuracy, merchantability, completeness, currentness, SECURITY, non-infringement, title, or fitness for a particular purpose of any Cire Network or any Cire OFFERINGS or that YOUR use of the same will be uninterrupted or error-free, or that any Network MERCHANT will be available (including in the event of being terminated FOR WHATEVER REASON from any Cire Network) or can or will be willing to enter into any engagement with YOU. 15?LIMITATION ON LIABILITY 15.1?If You reasonably determine that any Cire Offering does not materially meet Cire's obligations under this Agreement, then You must notify Cire in writing within ten (10) days of receiving any such allegedly nonconforming services. Your failure to so notify Cire on a timely basis shall mean that You accept such services, and Cire shall thereafter have no liability whatsoever with respect to such services. If upon receipt of any notice under this Section, Cire may, at its sole discretion, reperform the service in question or otherwise provide You with any substitution or replacement services in lieu thereof. any reperformace or provision of substitute or replacement services shall in no event be construed as an admission that the original service was nonconforming or otherwise improper, and Your acceptance of the same constitutes Your sole remedy and in such case constitutes Cire's maximum liability for any such alleged breach of this Agreement. 15.2?If, notwithstanding the above, liability is imposed on Cire or Cire related parties, then YOU agree that the total liability of Cire and CIRE RELATED PARTIES, and its and their officers, directors, employees, agents, subcontractors and representatives, to YOU will not exceed twenty-five dollars ($25.00). You recognize and acknowledge that this limitation of damages is fair and reasonable, in light of the fact that Cire is providing this service to you at no charge to you. 15.3?None of Cire and CIRE RELATED PARTIES will be liable to You (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) for any indirect, incidental, consequential, reliance, punitive or special damages, INCLUDING LOSS OF REVENUE OR PROFITS, even if such person was aware that such damages could result. 15.4?Any claim or cause of action arising out of Your use of any Cire Network, this Agreement or the Network Policies and Guidelines must be filed within ninety (90) days after such claim or cause of action arose or be forever barred. 15.5?SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 15 MAY NOT APPLY TO YOU. 16?Indemnification 16.1?You agree to defend, indemnify and hold harmless Cire and Cire Related Parties, and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on: (a)?Any misrepresentation or breach of anyrepresentation, warranty, or covenant made by You in this Agreement, (b)?Any conduct, or activity, error or omission by You, including in relation to Your participation on any Cire Network, performance of any Cire-tracked engagement, or otherwise, (c) Any violation by You of any law, regulation or rule, (d)?Your use of any other Cire Offerings, and/or (e)?Any actual or alleged infringement by You of any Intellectual Property Rights or other rights of any person. 16.2?Cire may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by You. Cire may participate in the defense of all claims as to which it does not assume defense and control, and You shall not settle any such claim without Cire's prior written consent. 17?Amendments 17.1?Amendments. Upon prior written notice, Cire may, at any time, add to, remove or otherwise amend any or all terms, conditions and/or other provisions of this Agreement, including any Network Policies and Guidelines. 17.2?Changes in Service. Upon prior written notice, Cire may add, remove, suspend or discontinue any aspect of any Cire Network or any other Cire Offering. 17.3?YOUR CONTINUED USE OF ANY CIRE NETWORK AND/OR CIRE OFFERING AFTER NOTICE IS GIVEN (AND AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD) SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE. IF YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN YOU MUST TERMINATE YOUR ACCOUNT WITH SUCH CIRE NETWORK AND/OR CIRE OFFERING AND CEASE USING SUCH CIRE NETWORK AND ANY ASSOCIATED CIRE OFFERING. 18?Termination, etc. 18.1?Termination. You or Cire may, at anytime, with or without cause, terminate this Agreement and Your participation on any Cire Network or use of anyother Cire Offering. You may effect such termination through Your Network Affiliate Account Area or by written notice to Cire subject to actual receipt thereof. 18.2?Restricted Use. Alternatively, Cire may, in its sole discretion, suspend, limit, restrict, condition or deny Your access to or use of all or any part of any Cire Network or any Cire Offering. 19?Effects of Termination 19.1?Upon anytermination of this Agreement and/or Your participation on all Cire Networks: (a)?You shall immediately cease to use and remove from any and all Site(s), whether or not owned or operated by You, any and all qualifying links and all other Content or materials provided to You in connection with Your participation on such Cire Network or Your use of any other Cire Offerings. (b)?Any and all licenses and rights granted to You under this Agreement shall immediately cease and terminate. (c)?Cire may terminate or, in its sole discretion, direct or redirect to any destination Site any and all qualifying links continued to be used by You without Cire or any Network Merchant incurring any further liability or obligation to You. (d)?Any and all confidential or proprietary information of Cire (including as applicable any confidential or proprietary information of Network Merchants as and to the extent originally provided by Cire) that is in Your possession or control must be immediately returned or destroyed. If requested, You will certify in a writing signed by You or an authorized officer as to the return or destruction of all such confidential or proprietary information. 19.2 Cire may withhold and offset against any and all compensation and/or other fees that are then unpaid to You. Following assessment of any fees or other charges owing to Cire, and subject to Cire holding any amount it determines in its sole discretion to be needed to support any of Your indemnification and/or other obligations and/or liabilities under this Agreement, Cire may refund any remaining monies to any of the Network Merchants with which You had entered into a Cire-tracked engagement. Such withholding of such compensation and/or other fees is in addition to any other rights and remedies that Cire or any Network Merchant may have in contract, at law or in equity. 19.3?All rights or remedies arising out of a breach of any terms of this Agreement shall survive any such termination of this Agreement. of Your participation in any Cire Network or Your use of other Cire Offerings. 19.4?Sections 19 and 20, and any provision which by its terms are intended to survive any expiration or termination of this Agreement, will survive any expiration or termination of this Agreement. Your representations and warranties in this Agreement shall survive execution, delivery, acceptance, performance, expiration or termination of this Agreement. 20 Miscellaneous 20.1?Independent Contractors. The parties are independent contractors and nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect. 20.2?Force Majeure. Cire shall not be liable to You by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or Internet facilities, or anyother cause which is beyond the reasonable control of Cire, whether or not similar to the foregoing. 20.3?Assignability. You shall not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, this Agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party. 20.4?Severability. If any portion of this Agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect. If any provision of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction. 20.5?Governing Law; Consent to Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, U.S.A., without regard to its conflicts of law principles. You consent to the personal and exclusive jurisdiction of the Federal and North Carolina State courts sitting in Mecklenburg County, North Carolina, U.S.A.. Each party waives rightS to trial by jury in respect of any action, suit or proceeding arising out of this Agreement. The U.N. Convention on the International Sale of Goods shall not apply to this Agreement. 20.6?Entire Agreement; Third Party Beneficiaries. This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter. There are no third party beneficiaries of this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in anyway the meaning or interpretation of this Agreement. 20.7?Notices. Cire may provide notices to You by posting notices or links to notices in Your Network Affiliate Account Area. Notices to You also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for any Cire Network. If you provide notice to Cire, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: Cire Computer Productions Corporation, 10330 Fairway Ridge Road, Charlotte, NC 28277-0522, Attn: President and General Counsel. Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of Cire. 20.8?Language. The English language versions of this Agreement and Network Policies and Guidelines are the controlling versions thereof. All support and other inquiries regarding Your use of any Cire Offering must be submitted to Cire in English, and Cire will communicate in English only. 20.9?Government Restricted Rights. With respect to any acquisition or use of any Cire Network or other Cire Offerings by or for any unit or agency of the United States Government (the "Government"), such items shall be classified as "commercial computer software" as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The Cire Offerings were developed entirely at private expense, and no part of the Cire Offerings was first produced in the performance of a Government contract. If any Cire Offering is supplied for use by the DoD, such Cire Offering is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Cire Offering is supplied for use by a Federal agency other than the DoD, such Cire Offering is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer is Cire Computer Productions Corporation, 10330 Fairway Ridge Road, Charlotte, NC 28277-0522. I agree with the Terms of Service
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