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Join our affiliate program and start earning money for every sale you send our way!  Simply create your account, place your linking code into your website and watch your account balance grow as your visitors become our customers.

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Please enter your Clickbank nickname here to ensure you earn commissions (40%) on sales of our services and other products sold through Clickbank. Please note that you will be paid separately via Clickbank on any such commissions - payment will made to you via this affiliate program for sales made through RBS Worldpay.
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Terms & Conditions Agreement

Explanatory note - not forming part of the agreement

1	You register as an affiliate by completing the online form.  By confirming your registration on that form you agree to be bound by all the terms and conditions set out in this agreement.

2	This agreement covers only our own affiliate programme, and does NOT cover sales made via Clickbank - by entering your Clickbank nickname into your affiliate account with us, any sales  via Clickbank will be tracked and paid completely separately by Clickbank and under the terms and conditions of their own affiliate program.

3      Clickbank is a single tier affiliate program, and the current commission rate for sales through Clickbank is 40%. Please note that Clickbank sales will NOT be shown in your stats within your affiliate account, you will instead need to check your Clickbank affiliate account.

4      Other than our affiliate program, when using our site or buying our services, you will be subject to our standard trading terms.

Your confirmation of these terms, binds you contractually to them.

Who we are

We are Takanomi Limited, a company registered in England, registration number 5629683.  Our contact details can be found at http://www.takanomi.com/contact.php.

These are the agreed terms, which apply to sales made through our alternative payment processor, RBS Worldpay::

1	These are the definitions that apply to this agreement:

�Affiliate�			means a Visitor who joins our Affiliate Programme direct from Your Site. It also includes you.

�Affiliate Programme�	means the management system and software through which we operate.

�Affiliate Tools�		means any material in any medium supplied by us for use by you in promoting the Products or linking to our Site.

�Commission Period�	means the period starting on the date a Visitor becomes a Tagged Visitor.

�Commission�		means the money paid by us to you under the terms of this agreement and includes, where the context so allows, Level Two Commission.

�Products�			means all of the Products or Services offered for sale by us on Our Site where those Products or Services are specificially available as a product for promotion via this Affiliate Program.

�Intellectual Property�	means our intellectual property which we use in connection with Our Site.

�Level Two Commission� 	means the overriding commission calculated as a percentage of gross sales after deduction of value added tax.

�Member / Customer�	means a Visitor who pays us for Products.

�Our Site�			means www.SubmitYOURArticle.com, or any other site that may be added in future to the Affiliate Programme

�Pay Day�			means the day each month on or around which we shall have paid Commission due to you.

�Reports�			means the reports automatically prepared on Our Site for the purpose of providing to you statistics relating to Tagged Visitors and sales.

�Tagged Visitor�		means a Visitor who at any time is recorded by us as having reached Our Site directly by way of a link from Your Site and with the intention of visiting Our Site.

�Visitor�			means a Visitor who visits Our Site.

�Your Site�			means the site on which you place one or more links to Our Site and through which we tag Visitors from you.

2	Applicable values

2.1        The Commission rate is 35%, or as otherwise agreed with you in writing and applied to your Affiliate account.

2.2        The Level Two Commission rate is 40% of the Commission rate applied to your account. So for a Commission rate of 35%, the Level Two Commission rate is 14%.

2.3        The Commission Period is 90 days.

2.4        Pay Day is on or around the 15th day of the month.

2.5        Commission and Level Two Commission are payable only in respect of sales of Products.

3	Relationship of Parties

We and you are independent contractors, and nothing in this agreement creates any partnership, joint venture, agency, franchise, or employment relationship between us.

4	Commission payable ongoing

4.1        For the purpose of this agreement a Tagged Visitor shall remain a Tagged Visitor throughout the Commission Period.

4.2        Commission shall be payable by us to you in respect of the first sale to a Tagged Visitor within the Commission Period, where that visitor has paid via our standard RBS Worldpay payment mechanism. In respect of the first sale via RBS Worldpay to a Tagged Visitor of a subscription to a membership Web site where the subscriber pays a fee every 30 days to us, Commission is payable by us to you in respect of all such fees from the Tagged Visitor until the same subscription is cancelled.

4.3        As noted in the explanatory note above, for sales where the Visitor pays via Clickbank instead, these are not included in this Affiliate Program, but you can enter your Clickbank Nickname into your account in order to earn commission via Clickbank's own affiliate programme.

5	Commission calculation and payment

5.1      We will pay Commission on or around the Pay Day in respect of all Commission credited in the previous month.

5.2      Commission is calculated as a percentage of the net receipts arising from first sales, after payment of value added tax if and where applicable.

5.3      Commission is calculated in US dollars.

5.4	 Commission is payable via PayPal (http://www.paypal.com) only, and is paid each month in respect of Commission due for sales made in the previous month. We are not responsible for any loss of Commission, if the PayPal email address you have supplied to us, and to which we have sent the appropriate payment, is incorrect. If you fail to provide us with an email address to which we can make a payment via PayPal within 14 days of a Commission payment due to you, we reserve the right to both cancel all Commissions due to you and to refuse permission for you to further participate in our affiliate program.

5.5	        If the amount due to you is less than $50.00 in any month, the amount due will be carried forward to the following month repeatedly until the cumulative amount due exceeds $50.00.

5.6	        Commission shall not be payable in respect of a Visitor who is first tagged by us as having reached Our Site from a web site owned by some other person than you.

5.7	         Commission will not normally be payable on sums received other than through Our Site.

5.8	         If in our discretion, we believe that some person has interfered with the fair operation of our Affiliate Programme, we may withhold payment of Commission.

5.9         We will make payment to the PayPal email address as specified by you in your Affiliate account at the time the Commission payment is made.

6	Merchant tracking and Reports

We undertake to set up our Affiliate Programme so as to:

6.1        tag the identity of Visitors from Your Site - this is achieved by setting �Cookies� on the Visitor�s computer, as well as through the use of IP logs. In common with most other Affiliate Programmes, a small minority of Visitors may choose to prevent such Cookies being set, in which case it may not be possible for us to tag the identity of the Visitor;

6.2        record all sales made to Tagged Visitors within the Commission Period;

6.3        record recurring commissions;

6.4	       record the history of payments of Commission made to you;

6.5	       provide the Reports;

6.6	       provide password protected access to you to the Reports.

7	Duration and termination

This agreement shall continue until terminated:

7.1        by one month�s notice as further defined in Section 22 of this agreement by either of us to the other; or

7.2        immediately by us if we decide (in our sole discretion) that Your Site is or has become unsuitable. Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities, or violate intellectual property rights.  If we terminate the agreement under this paragraph we do not have to give you any reason; or

7.3        Immediately by either of us if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it.

8	Upon termination

8.1        You will remain entitled to all Commission earned on or before the date of termination.

8.2        You will not be entitled to any Commission, including Level Two Commission, after the date of termination.

8.3        All rights and licenses granted to you in this agreement shall immediately terminate.

8.4        You will immediately stop using the Affiliate Tools and any other promotional materials and (where applicable) will remove them Your Site.

8.5        If we continue to receive payments from Tagged Visitors after termination of this agreement, this will not constitute a continuation or renewal of this agreement or a waiver of termination.

8.6        You will immediately return to us all copies of all confidential information in your possession and will cease to use the Intellectual Property.

8.7        All claims or actions that one party has against the other shall remain intact despite termination.

8.8      If at any time any person makes a claim against us in respect of activity undertaken by you or through your web site, we may deduct the amount of that claim from any payment otherwise due to you until the dispute has been resolved.

9	Level Two Commission

9.1        We agree to pay Level Two Commission at the Level Two Commission Rate.

9.2        Level Two Commission shall not be due to you unless Commission is due to your Affiliates.  Accordingly, any interruption for any reason to the Commission payment process of your Affiliates will also interrupt payment to you.

10	Refunds, charge back and bad cheques
 
If a payment is later charged back by a merchant service provider or refunded to a customer, or if a customer's cheque (check) or echeque (echeck) does not clear, then Commission paid to you for that transaction will be repayable and will become a debt due by you.

11	Changes to this agreement

11.1       We reserve the right to change this agreement at any time and in any way.  A change will take effect when we post it on our web site.

11.2       If you continue to send Visitors to Our Site, that will be taken as acceptance of the new terms.

11.3       If we change the rate of Commission or Level Two Commission, we will give you 1 month�s notice.

11.4       We reserve the right to change the offer to prospective Customers at any time and without notice to you, even if this affects your earnings.  This includes change to prices, operating procedures and site layout and organisation.

12	Spam

If you send any form of spam we shall consider terminating your account immediately.  Any money due by us to any third party on account of messages sent by you immediately becomes a debt due by you to us.

13	Merchant controls Visitor data

13.1       We shall be solely responsible for order and payment processing, cancellations and refund processing, and all Customer services even when the link to Our Site is a co-branded page on Your Site.

13.2       All personal information about Customers collected by us is owned solely and exclusively by us.

14	Confidentiality

14.1       You are aware that in the course of working under the terms of this agreement you may have access to or happen to learn information about our Customers, our business, our way of doing business, our technology and all of our dealings, transactions and affairs.  All this information is strictly confidential.

14.2      You now undertake that you will not divulge to any person whatever or otherwise make use of (and shall use your best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.

15	You indemnify us

You agree to indemnify us against all costs claims and expense arising directly or indirectly from:

15.1       any claim representation or warranty made by you in connection with us or the Products; or

15.2       your failure to comply with the law of any country; or

15.3       the posting by you of any content on Your Site; or

15.4       the sending by you of any messages from Your Site or Our Site which are of an objectionable nature whether or not you define them as �spam�; or

15.5       any use of Your Site for a purpose forbidden by this agreement;

16	Interruption to the Service

We are not liable to you for loss of business arising from any interruption to our service or technical problem with our web site.

17	Publicity and affiliate Tools

17.1       Affiliate Tools consisting of text may be changed with our permission.  Tools comprising graphics may not be changed.

17.2       We are under no obligation to provide additional marketing material or assistance to you but if we do so that shall not make us liable in any way to you or to any third party for that or any material on Your Site.

17.3       You are responsible for the correct formatting and presentation of the dynamic links to Our Site through which Commission will be recorded.

18	License to use Intellectual Property

18.1       We hereby grant to you a non-exclusive, non-transferable licence, during the term of this agreement, to use the Intellectual Property solely to promote the sale of the Products while this agreement lasts.

18.2       This license cannot be sub-licensed, assigned or otherwise transferred by you.
	
18.3       You agree that you will not do or omit any action that has the result of prejudicing or damaging the Intellectual Property.

19	Limitation of liability

19.1       You agree that we are not liable to you in any circumstances for any sum of money except the Commission due under this agreement.  But if, and only if, in any jurisdiction, this sub-paragraph is deemed to be void, then the following sub-paragraphs shall apply in its place.

19.2       The following provisions set out our entire liability (including any liability for the acts and omissions of our employees) to you in respect of:

19.2.1     any breach of our contractual obligations arising under this agreement; and
19.2.2     any representation statement or tortious act or omission including negligence arising under or in connection with this agreement.

19.3       Any act or omission on our part falling within this paragraph shall be known as an �Event of Default�.

19.4       Our entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total Commission paid or payable by us under this agreement for the last previous 30 days.

19.5       We shall not be liable to you in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring it.

19.6       If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this agreement.

19.7       You agree to give us not less than 28 days in which to remedy any Event of Default.

19.8       Nothing in this paragraph shall give you any right or remedy to which you would not otherwise be legally entitled.

19.9       We shall not be liable to you for loss arising from or in connection with any representations agreements statements or undertakings we may have made prior to the date of this agreement.

20	Successors to the agreement

You may not assign this agreement without our consent.

21	Contract is divisible

Each sub paragraph in this agreement is independent and severable from each other paragraph and enforceable accordingly.  If any restriction is unenforceable for any reason but would be enforceable if part of the wording were deleted, it will apply with such deletions as may be necessary to make it valid and enforceable.

22	Notices

Any notice to be served on either of us by the other shall be sent by e-mail to the last known e-mail address of the other and is deemed to have been properly sent without proof of receipt.

23	Waiver

Our failure to enforce at any time or for any period any one or more of the terms or conditions of this contract shall not be interpreted as a waiver of them or of the right at any time subsequently to enforce all terms and conditions.

24	Jurisdiction

This contract shall be interpreted according to the laws of England.

I have read, understand and agree to the above terms and conditions.


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