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This
Agreement contains the complete terms and conditions that apply to
an individual's or entity's participation in the Strategic Advisors Inc.
Affiliate Program (the "Program"). As used in this Agreement,
"we" means Strategic Advisors Inc., and "you"
means the applicant. "Site" means a World Wide Web site
and, depending on the context, refers either to Strategic Advisors Inc.
's site, located at the URL www.StrategicAdvisors.com, or to any site
that you will link to our site (and which you will identify in your
application).

To join as an affiliate of Strategic Advisors Inc., you must submit
a complete Program application via our site. We will evaluate
your application in good faith and will notify you of your acceptance
or rejection. We may reject your application if we determine (in
our sole discretion) that your site is unsuitable for the Program.
Unsuitable sites include those that:
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Promote
sexually explicit materials |
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Promote
violence |
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Promote
discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age |
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Promote
illegal activities |
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Include
"Strategic or Advisors" or variations or misspellings
thereof in their domain names or otherwise violate intellectual
property rights. |
If we reject your application, you are welcome to reapply to the Program
at any time. You should also note that if we accept your application
and your site is thereafter determined (in our sole discretion) to
be unsuitable for the Program, we may terminate this Agreement.

Once
you have been notified that your site has been accepted, you may
provide on your site one or more links to our site.
You will be responsible for the content, style, and placement
of these references.
We will provide you with guidelines and graphical artwork to use
in linking to our home page. To permit accurate tracking, reporting,
and referral fee accrual, we will provide you with special coded
link formats to be used in all links between your site and our site.
You must ensure that each of the links between your site and our
site properly utilizes such special link formats.
Links to our site placed on your site pursuant to this Agreement
and which properly utilize such special link formats are referred
to as "Affiliate Links." You will earn referral fees
only with respect to activity on our site occurring directly through
Affiliate Links; we will not be liable to you with respect to
any failure by you to use Affiliate Links, including to the extent
that such failure may result in any reduction of amounts that would
otherwise be paid to you pursuant to this Agreement.
You acknowledge
that, by participating in the Strategic Advisors Inc. Affiliate Program
and placing any of the above links within your site, Strategic Advisors Inc.
may receive information from or about visitors to your site or communications
between your site and those visitors.
Your participation in the Strategic Advisors Inc. Affiliate program
constitutes your specific and unconditional consent to and authorization
for Strategic Advisors Inc. 's access to, receipt, storage, use, and
disclosure of any and all such information, consistent with the
policies and procedures set forth in Strategic Advisors Inc. 's Privacy
Policy
.

We
will process orders placed by clients who follow Affiliate Links
from your site to our site. We reserve the right to reject orders
that do not comply with any requirements that we may establish.
We will be responsible for all aspects of order processing and fulfillment.
Among other things, we will prepare forms, process payments,
cancellations, and returns, and handle clients' service.
We will track sales made to clients who purchase Products by using
Special Links from your site to our site and will make available
to you reports summarizing this sales activity. The form, content,
and frequency of the reports may vary from time to time in our discretion.

We will
pay you commissions on sales to third parties. For a sale to be
eligible to earn a referral fee, the client must click-through an
Affiliate Link from your site to our site, and make the purchase
during a session. The session ends upon one of the following events:
(a) 24 hours elapses from the customer's initial click-through,
(b) the customer orders the Product, or
(c) the customer follows a third party's Affiliate Link. We will
only pay commissions after order, payment and shipping have occurred.
You may
not purchase products or services during sessions initiated through
the links on your site for your own use, for resale or commercial
use of any kind. This includes orders for clients or on behalf
of clients or orders for products to be used by you or your friends,
relatives, or associates in any manner. Such purchases may result
(in our sole discretion) in the withholding of referral fees or
the termination of this Agreement.
In addition,
you may not:
(a) directly or indirectly offer any person or entity any consideration
or incentive (including, without limitation, payment of money (including
any rebate), or granting of any discount or other benefit) for using
Affiliate Links on your site to access our site (e.g., by implementing
any "rewards" program for persons or entities who use
Special Links on your site to access our site);
(b) in any way modify, redirect, suppress, or substitute the operation
of any button, link, or other interactive feature of our site;
(c) make any orders, or engage in other transactions of any kind
on our site on behalf of any third party, or authorize, assist,
or encourage any other person or entity to do so;
(d) take any action that could reasonably cause any customer confusion
as to our relationship with you, or as to the site on which any
functions or transactions (e.g., search, order, browse, and so on)
are occurring; or
(e) post or serve any advertisements or promotional content around
or in conjunction with the display of our site (e.g., through any
"framing" technique or technology or pop-up windows),
or assist, authorize, or encourage any third party to take any such
action. If we determine, in our sole discretion, that you have engaged
in any of the foregoing activities, we may (without limiting any
other rights or remedies available to us) withhold any commissions
otherwise payable to you under this Agreement and/or terminate this
Agreement.
We will pay
you referral fees on a monthly basis. Approximately 30 days following
the end of each calendar month, we will send you a check for the
referral fees earned.
 Customers who
buy products or services through this Program will be deemed to
be customers of Strategic Advisors Inc. Accordingly, all Strategic Advisors Inc.
rules, policies, and operating procedures concerning customer orders,
customer service, and product sales will apply to those customers.
We may change our policies and operating procedures at any time.
For example, we will determine the prices to be charged for products
sold under this Program in accordance with our own pricing policies.
Product prices and availability may vary from time to time.

You may not issue any press release with respect to this Agreement
or your participation in the Program; such action may result in
your termination from the Program. We will make available to
you a small graphic image that identifies your site as a Program
participant. You must display this logo or the phrase "In association
with Strategic Advisors Inc. " somewhere on your site. We may
modify the text or graphic image of this notice from time to time.
In addition, you may not in any manner misrepresent or embellish
the relationship between us and you, or express or imply any relationship
or affiliation between us and you or any other person or entity
except as expressly permitted by this Agreement (including by expressing
or implying that Strategic Advisors Inc. supports, sponsors, endorses,
or contributes money to any charity or other cause).

We grant you a nonexclusive, revocable right to use certain graphic
images, text for which we grant express permission, solely for the
purpose of identifying your site as a Program participant and to
assist in generating Product sales. You may not modify the graphic
image or text, or any other of our images, in any way. We reserve
all of our rights in the graphic image and text, any other images,
our trade names and trademarks, and all other intellectual property
rights. We may revoke your license at any time by giving you written
notice.

You will be solely responsible for the development, operation, and
maintenance of your site and for all materials that appear on your
site. For example, you will be solely responsible for:
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The
technical operation of your site and all related equipment |
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Creating and posting Product descriptions on your site and linking those
descriptions to our site.
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The accuracy and appropriateness of materials posted on your site
(including, among other things, all Product-related materials)
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Ensuring
that materials posted on your site do not violate or infringe
upon the rights of any third party (including, for example,
copyrights, trademarks, privacy, or other personal or proprietary
rights) |
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Ensuring
that materials posted on your site are not libelous or otherwise
illegal |
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Ensuring
that your site accurately and adequately discloses, either through
a privacy policy or otherwise, how you collect, use, store,
and disclose data collected from visitors, including, where
applicable, that third parties (including advertisers) may serve
content and/or advertisements and collect information directly
from visitors and may place or recognize cookies on visitors'
browsers. |
We disclaim all
liability for these matters. Further, you will indemnify and hold
us harmless from all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the development, operation,
maintenance, and contents of your site.

The term of this Agreement will begin upon our acceptance of
your Program application and will end when terminated by either
party. Either you or we may terminate this Agreement at any
time, with or without cause, by giving the other party written notice
of termination. Upon the termination of this Agreement for any reason,
you will immediately cease use of, and remove from your site, all
links to our site, and all Strategic Advisors Inc. trademarks, trade
dress, and logos, and all other materials provided by or on behalf
of us to you pursuant hereto or in connection with the Program.
You are eligible to earn commissions only on our sales that occur
during the term of your active participation as an affiliate, and
through the date of termination. We may withhold your final payment
for a reasonable time to ensure that the correct amount is paid.

We may modify any of the terms and conditions contained in this
Agreement, at any time and in our sole discretion, by posting a
change notice or a new agreement on our site. IF ANY MODIFICATION
IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS
AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING
OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL
CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

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 or otherwise, that reasonably would contradict anything in
this Section.

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 referral fees paid or payable to you under this
Agreement.
We make no
representation that the operation of our site will be uninterrupted
or error-free, and we will not be liable for the consequences of
any interruptions or errors.

YOU ACKNOWLEDGE
THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR
INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER
FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT
ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY
EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE
NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER
THAN AS SET FORTH IN THIS AGREEMENT.

This Agreement will be governed by the laws of the United States
and the state of Florida, without reference to rules governing choice
of laws. 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 be 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.
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