Cellpex Wireless Affiliate Program, Webmaster Program, Telecom, B2B Revenue Share

Cellpex's primary objective is to value and support our affiliates wherever, whenever and however possible. Our management and staff will provide the highest level of attention and dedication to all of our affiliates.

In pursuit of our primary objective, Cellpex agrees to deliver the agreed upon services, as declared in the “Welcome as Affiliate” confirmation, to our affiliates at the time of signup, subject to the following Affiliate Program Terms of Service (hereafter referred to as TOS).

In addition, the use of Cellpex's service(s) by an affiliate constitutes an unconditional acceptance of and agreement to Cellpex's TOS. Cellpex reserves the right to change or modify the TOS at any time without notice.

Affiliate Terms of Service Agreement V2.1 - January 09, 2011

I. Parties to this Agreement

Cellpex LLC, Ohio corporation with its principal place of business 9435 Waterstone Blvd Suite 140, Cincinnati, OH 45249 listed below (“Cellpex” or “we”). This agreement is entered into by Cellpex and each of its Affiliate(s). “You”, “Your” refers to each and every affiliate or sub-affiliate of the Cellpex affiliate program. Participation in the program constitutes full and complete acceptance of the TOS set forth herein.

II. Cellpex Responsibilities

A. Coded URL
Upon your acceptance, Cellpex will provide you with a URL coded to specifically identify you, which will allow you to create a link to the Cellpex web site. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.

A1. Referral Code or Promotional Code
Cellpex will provide you with a Referral Code to specifically identify you, which will allow you to offer a reference to the Cellpex web site. You may post this code in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.

B. Tracking
Cellpex agrees to track the customers referred to Cellpex via the link provided to you for that purpose. Cellpex utilizes cookies to maintain tracking information for up to one year. Cellpex will pay you a 30% commission for each such referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement.

III. Affiliate Responsibilities

A. Minimum Age
You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the Cellpex affiliate program does not violate any law, ordinance, regulation or standard.

B. Operative Link
You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify Cellpex if your coded URL ceases to function or ceases to function properly.

C. Representations
You agree that you will not make any representations, promises, warranties or other statements about Cellpex or the Cellpex web site, products or policies other than as may be expressly approved in writing by Cellpex or as other wise provided to you by Cellpex for that purpose.

D. Link
You may use the coded URL provided by Cellpex via the available Cellpex Link Library or in any other form you wish provided that your use of the URL is not in any way disparaging of Cellpex or otherwise not appropriate or acceptable in Cellpex's sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of Cellpex or any other party. You may not violate the Cellpex General Terms of Service.

E. Amendments
You agree that Cellpex may amend this agreement at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the Cellpex web site on a periodic basis.

F. Customers of Cellpex
Cellpex will have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers for web hosting and related services shall be directly and solely between customer and Cellpex. Cellpex shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to affiliate. All customers of Cellpex, regardless of origin or referral, are the sole property and responsibility of Cellpex.

IV. Commissions

A. Commission Rate
Commission Rate is set to 30% of each paid membership sale. Commissions are paid on recurring basis for each paid membership purchased via your coded URL or Referral code subject to the terms and conditions set forth herein. There will be no obligation to pay any other commission. The current commission rate for a first tier affiliate sale is based on the paid membership cost as well as the billing cycle of the paid membership.

Examples:

Monthly subscription: $29.95	You earn $14.97/month on a recurring basis
5 Months subscription: $99	You earn $49.50/5 months cycle on a recurring basis
Special 2 months subscription: $29.95	You earn $14.97/month on a recurring basis

All this values multiplied by the number of paid members you acquire on a recurring basis. For more information visit our Affiliate F.A.Q.

NO COMMISSIONS WILL BE CREDITED FOR NON PAYING MEMBERS Commissions are paid on paid members accounts only (current or previous customers of the company are not eligible) and not on any subsequent renewal or subsequent signups of a referred customer. A commission is not finalized until it becomes a Qualified Commission, even after the payment of a commission has been made.

B. Qualified Commission
A "qualified commission" is one for which the new account which is the subject of the commission has remained in good standing continuously for at least 45 days from its inception. Cellpex shall make all decisions as to whether any commission is a "qualified commission." If at any time after a commission has been awarded and/or paid and the related customer's account is terminated or canceled, for any reason, this commission will be revoked and subtracted from any standing or future commissions account balance you may have.

C. Payment Date
Payments will only be paid once your commissions account balance reaches a minimum level of at least Two Hundred Dollars ($200) owed. Cellpex shall make no payment to you until this minimum balance is achieved. Commissions are paid on Payments will only be paid once your commissions account balance reaches a minimum level of at least Two Hundred Dollars ($200) owed. Cellpex shall make no payment to you until this minimum balance is achieved. Commissions are paid on the 15th of each month following the first 45-days of the month after the sale was made.

D. Payment Form
Commissions will be paid by check or wire transfer in US Dollars, sent to the address or bank account you have provided at registration. The affiliate will support the mailing fees or wire transfer fees . Any changes to this address must be sent via email to support@cellpex.com. Cellpex is not liable or responsible for any inability or cost associated you may have with accepting or claiming this check.

V. Ownership and Licenses

A. Property Ownership
Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

B. License
Cellpex grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the Cellpex logos, trademarks and service marks on your site and only your site for the sole purpose of facilitating a link between your site and Cellpex to accomplish the purpose and intent of this affiliate agreement. You may also use the links and images located in the link library prepared specifically for that purpose subject to the same terms and conditions. You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable.

C. Cease use upon Demand
You agree to immediately cease the use of any mark upon request made by Cellpex to the email address provided by you and maintained on file for you by Cellpex. You agree to immediately cease the use of any link created by you to Cellpex upon request by Cellpex to the email address provided by you and maintained on file for you by Cellpex.

VI. Termination

A. Effect upon Commission
Either party may terminate this agreement at any time upon notice in writing to the other party. Other than any termination under paragraph 6.B. herein, any commission which has become a qualified commission as of the date of such termination will be paid post termination. Any commission, which is not a qualified commission as of the date of notice of termination, shall not thereafter become a qualified commission.

B. Breach of this Agreement
The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of Cellpex termination of this agreement in its entirety.

C. Suspension
Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension if not cured within a reasonable time as determined by Cellpex will become a termination under 6.B. as of the date of the initial suspension.

D. Survival
Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Sections VII shall survive such termination and remain in full force and effect.

VII. General

A. Authority
Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the parson assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.

B. Non-Infringment
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Cellpex that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.

C. Violation of Law
You vow to uphold the laws of your respective jurisdiction and that you will not violate any applicable law, ordinance, regulation or standard. You understand and accept responsibility to file any necessary paperwork or tax forms with the appropriate parties for any and all payments made as a result of this service and the terms and conditions set forth herein.

D. Terms of Service
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Cellpex that you agree to be bound by all terms and conditions of this document and any applicable terms and conditions set forth in the Cellpex Terms of Service which are incorporated herein as though set forth at length herein.

E. Unsolicited Email
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Cellpex that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the Cellpex Affiliate Program.

F. Defamation/Libel
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Cellpex that you will not transmit any information which is or might be considered to be defamatory or libelous.

G. Decency
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Cellpex that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene.

H. Unfair Competition
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Cellpex that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the Cellpex Terms of Service.

I. Damage to Cellpex
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Cellpex that you will not take any action that would in any way damage Cellpex or otherwise compromise it’s servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs or other similar harmful or deleterious programming routines.

J. No Automatic Links
You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link.

K. Warranty Disclaimer
YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY CELLPEX PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT CELLPEX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, CELLPEX DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL CELLPEX BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.

L. Limitation of Liability
IN NO INSTANCE SHALL CELLPEX BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT CELLPEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 7.M. or (iv) either party's liability for death or personal injury or their own acts of fraud.

M. Indemnification
You agree to indemnify, defend and hold harmless Cellpex and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney’s fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence.

N. Independent Contractors
Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

O. Choice of Venue
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Florida. Any action to enforce this Agreement shall be dealt with by the appropriate court of competence within Miami-Dade County.

P. Severability
The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

Q. Integration
This agreement constitutes the entire understanding of the parties and revokes and super cedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by Cellpex on the Cellpex web site.

R. Use Constitutes Full Acceptance and Signature
Your agreement to the terms set forth herein is manifested by any participation in the Cellpex affiliate program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by Cellpex without notice to any other party other than changing the agreement itself made available by Cellpex to the affiliates on the Cellpex web site.