1.1   Setup your Customers

We will setup your customers and manage the accounts on an ongoing basis. We reserve the right to refuse customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish. ("Customer" means your customers that use the link from your site to ours and open an account with us. Your customers also means any party giving your company name upon signing up with our service.  By opening an account with us, they will become our Customers and, accordingly, all StrategicSolutions.net LLC terms and conditions will apply to them.)

1.2   Pay a Referral Fee

We will pay you referral fees (as set out below) on income we earn from customers after they open an account with us.

1.3   Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting changes to http://www.strategicsolutions.net/affilterms.shtml . Modifications may include, for example, changes in the scope of available referral fees, fee schedules, and referral program rules. 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 (WHICH WE WILL NOTIFY YOU OF) WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

2.1   Agency Appointment

By this Agreement, we grant you the non-exclusive right to direct customers to our site and services, in accordance with the terms and conditions of this Agreement. This Agreement does not grant you an exclusive right or privilege to assist us in the provision of services arising from your referrals, and we obviously intend to contract with and obtain the assistance from others at any time to perform services of the same or similar nature as yours. You shall have no claims to referral fees or other compensation on business secured by or through persons or entities other than you.

2.2   Confidential Information

During the term of this Agreement, you may be entrusted with Confidential Information relating to the business, operations, or underlying technology of StrategicSolutions.net LLC and/or the referral program (including, for example, referral fees earned by you under the program). You agree to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless you have our prior written consent and that you will use the Confidential Information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.

You will earn referral fees according to the following schedule:
 

We will pay you referral fees due and paid in United States dollars.  We reserve the right to allow referral fees to accrue until they total over $100 and to make our payouts at that time.

5.1

The term of this Agreement will begin with the first setup of one of your customers and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately. TERMINATION IS AT WILL, FOR ANY REASON, BY EITHER PARTY. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.

5.2   Upon termination:

• You must remove all of our banners/icons from your site and disable the link from your site to ours.
• All rights and licenses given to you in this Agreement shall immediately terminate.
• You will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees with respect to services occurring after the date of termination.
• If you have failed to fulfill your obligations and responsibilities, we will not pay you the referral fees otherwise owing to you on termination.
• We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
• If we continue to permit services from customers after termination, this will not constitute a continuation or renewal of this Agreement or a waiver of termination.
• You will return to us any confidential information, and all copies of it in your possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of StrategicSolutions.net LLC and its trade names as set forth in the terms and conditions located here.

5.3   Pre-Existing Accounts:

This agreement is directly intended for accounts established after your acceptance within the StrategicSolutions.net LLC Affiliate Program and does not apply to any pre-existing accounts. All commissions will be applied to new activations created after the date of Affiliate Program signup and will not be applied retroactively to any accounts already hosted on our network.

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 paragraph.

You shall defend, indemnify, and hold StrategicSolutions.net LLC and its  directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement contained in this Agreement, (b) the performance of your duties and obligations under this Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this referral program.

We make no express or implied warranties or representations with respect to the referral program, StrategicSolutions.net LLC or referral fee payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.

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 referral 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. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. Our obligations under this Agreement do not constitute personal obligations. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.

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 OR CONTRACT WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS REFERRAL PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

11.1   Governing Law

This Agreement will be governed by the laws in Lehigh County, Commonwealth of Pennsylvania, United States of America, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in Lehigh County, Commonwealth of Pennsylvania, United States of America, and you irrevocably consent to the jurisdiction of its courts.

11.2   Assignability and Inurement

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 you and us and our respective successors and assigns.

11.3   Non-Waiver

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. NO MODIFICATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT ARE PERMITTED OR WILL BE RECOGNIZED BY US. None of our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.

11.4   Remedies

Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

11.5   Severability/Waiver

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.