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AccuCode, Inc. AO:Compliance Affiliate and Reseller Program Terms and Conditions

This Affiliate Program Agreement (“Agreement”) contains the terms and conditions that govern your participation in the AccuCode, -Inc. AO:Compliance Affiliate and Reseller Program (the “Program”). “We,” “us,” or “our” means AccuCode, Inc. “You” or “your” means the applicant. A “site” means a website. “AO:Compliance Site” means the “www.AOCompliance.com” site, and any official variations of the site, as applicable. “Your site” means any site(s) and any software application(s) that you link to the AO:Compliance Site.

The purpose of the AccuCode AO:Compliance Affiliate and Reseller Program is to permit you to earn fees and/or commissions for Qualifying AO:Compliance Purchases made by your customers. A “Service” is any AO:Compliance offering sold or subscribed to, by an end-user customer.

By registering and signing up to be either an Affiliate and/or Reseller in the AccuCode, Inc. AO:Compliance Affiliate and Reseller Program you are agreeing to read and be bound by the following Terms and Conditions.

AccuCode, Inc. reserves the right to update and change the Terms and Conditions for the AO:Compliance Affiliate and Reseller Program from time to time without notice. Any new services or changes/modifications to existing services that augment or enhance the current Program offerings, including the release of new services, shall be subject to the Terms and conditions. Continued use of the Program after any such changes shall constitute your consent and agreement to such changes.

You can review the most current version of the Terms and Conditions, including Fees and/or Commission types at: http://www.aocompliance.com/About-Us-Articles/affiliate-a-reseller-program-terms-a-conditions.html

Violation of any of the terms below will result in the termination of your Account and for forfeiture of any outstanding Affiliate fees and/or Reseller commission payments earned during the violation period. You agree to use the Affiliate and Reseller Program at your own risk.

Account Terms

1. You must be 18 years or older to be part of this Program.
2. You must live in the United States to be an Affiliate and/or Reseller.
3. You must be a living, breathing human. Accounts registered by “bots” or other automated methods are not permitted.
4. You must provide your company’s name, HQ physical address, company’s Federal Tax ID, contact person’s legal full name, contact person’s direct phone #, contact person’s valid company email address, and any other information requested in order to complete the registration and signup process.
5. Your assigned AO:Compliance Account number may only be used by one company / business – a single Account # shared by multiple companies / businesses is not permitted.
6. You are responsible for maintaining the security of your Account #. AccuCode, Inc. cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
7. You are responsible for all content posted and activity that occurs under your company / business account (even when content is posted by other people within your company / business).
8. One company, business or legal entity may not maintain more than one account in this Program.
9. You may not use the Affiliate and Reseller Program for any illegal or unauthorized purpose. You must not, in the use of the AO:Compliance solution, violate any laws in your jurisdiction (including but not limited to copyright laws).

Enrollment
To begin the enrollment process, you must accurately complete the AO:Compliance Affiliate and Reseller Program registration and signup form. You must identify your company’s or businesses’ complete information in your registration and signup application. Your application may be initially accepted; however, we may terminate your AO:Compliance Affiliate and Reseller Account at a later time if we determine that your company or business is unsuitable for the program. Filling out and submitting the AO:Compliance Affiliate and Reseller application form will signify your acceptance of these terms and conditions. If at any time you wish to be removed from the AO:Compliance Affiliate and Reseller program you must submit your request in writing to the person and address at the end of this document.

You will ensure that all the information in your AO:Compliance Affiliate and Reseller Program application and otherwise associated information with your account, including your physical HQ address, email address and other contact information and identification of your company / business, is at all times complete, accurate and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the AO:Compliance Affiliate and Reseller Program and these Terms and Conditions to the email address currently associated with your AO:Compliance Affiliate and Reseller Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

Links/graphics on your site, in your emails, publications, or other communications
Once you have signed up for the AO:Compliance Affiliate and Reseller Program, you will be assigned a unique AO:Compliance Affiliate and Reseller Account #. You are permitted to place links, banners, or other graphics we provide to you on your site, in your emails, or in other communications in accordance to our policies and guidelines for doing so. We will provide you with guidelines, link styles, and graphical artwork to use in linking to the AO:Compliance Site. We may change the design of the artwork at any time without notice; but, we will try not to change the dimensions of the images without proper notice. You can review the most current version of the Marketing Material Guidelines at: [Coming Soon]

Your site, emails and physical documents may not:

1. Include any trademark of AccuCode, Inc., or a variant or misspelling of a trademark of AccuCode, Inc., in any domain name – for example, a domain name such as <acucode.com>, <ao_compliance.com>, <ao.compliance.com>, <aocompliance.net> or <aocompliance.us> would be unsuitable.
2. Include any trademark of AccuCode, Inc. in any username, group name or other identifier on any social networking website – for example, a username such as: “AO:Compliance”, “AO-Compliance” or “AccuCode,” registered on a social networking site, for example sites such as: LinkedIn, Twitter or Facebook would be unsuitable.
3. Otherwise violate AccuCode’s intellectual property rights.

Commissions and payment
To permit accurate tracking, reporting, and Affiliate referral fees and/or Reseller Commissions, we will provide you with special Affiliate and Reseller Account # to be used in all registration of customers, deals and business opportunities on the AO:Compliance Customer and Deal Registration Form Sites. You must ensure that each customer and/or deal is completely filled out and includes your AO:Compliance Affiliate and Reseller Account #.

For a sale to be eligible to earn a fee or commissions, the customer must register to become AO:Compliance member on the AO:Compliance Site and must purchase an AO:Compliance service offering. We will attempt to match the customer to your Affiliate account # and if a match is made, you will earn a fee or commission - based on your account type (Affiliate or Reseller); once the customer pays their invoice. If a match is not possible because you failed to accurately record the customer and deal information in the AO:Compliance Customer and Deal Registration Form application then, you will not earn a fee or commissions.

Fees and commissions are earned once the customer has made their payment. Fees and commissions are paid every month within 30 days after the customer has made their payment. Fees and commissions are only earned if a customer makes a payment.

The current fee and commission is:

The fee and commission structure is subject to change at our discretion. We will notify all Affiliates and Resellers 30 days prior to a fee or commission structure change. Fees and commissions earned under the previous structure will be paid under the previous structure. Fees and commissions earned under the new structure will be paid under the new structure.

We can only pay fees and commissions on business that have been properly registered through the AO:Compliance Customer and Deal Registration Form application.

To be eligible to earn fees and commissions, you must generate at least one new paying customer account every 12 months. If 12 months pass prior to you generating a new paying customer account, you will stop earning fees and commissions on your existing accounts. Once a new customer account signs up at the AO:Compliance Site and pays an invoice, fees and commissions will resume for all of your customer accounts. Fees and commissions will not be paid retroactively for the months that you were not eligible to receive a fee or commission.

We reserve the right to disqualify fees and commissions earned through fraudulent, illegal or overly aggressive, questionable sales or marketing methods.

Payments
Fees and commissions are paid by check and sent to the HQ physical address to the attention of the Official company/business contact person listed on the AO:Compliance Affiliate and Reseller Registration application form. We cannot do direct deposit, place a credit on a credit card, or send cash. You are required to keep current your HQ physical address in order to receive your fees and commissions.

Payment schedule
You will be paid approximately every 30 days. Payments are only made via Check.

Refunds
If AccuCode provides a refund or credit to a AO:Compliance customer, this refund or credit will also be applied at the corresponding percentage to the related Affiliate company / business account’s earned fees or commissions.

Customer definition
Customers who buy services through the AO:Compliance Program will be deemed to be AccuCode customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and 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 services sold under this Program in accordance with our own pricing policies. Service prices and availability may vary from time to time. Because price changes may affect Services that you have listed on your site, you should not ever display service prices on your site and always consult with an AO:Compliance team member when you need assistance. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular service.

Identifying yourself as a AO:Compliance Affiliate or Reseller
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 AO:Compliance Affiliate and Reseller Program. In addition, you may not in any manner misrepresent or embellish the relationship between you and AccuCode, say you develop our service offerings, say you are part of AccuCode, Inc. or a part of the AO:Compliance team, or express or imply any relationship or affiliation between you and AccuCode or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).

Your responsibilities
You will be solely responsible for:

• The technical operation of your site and all related equipment
• Ensuring the display of: AccuCode and/or AO:Compliance Affiliate and Reseller Program Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site)
• The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all Service-related materials and any information you include within or associate with the AO:Compliance Affiliate and Reseller Program and offerings.)
• 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)
• Ensuring that materials posted on your site are not libelous or otherwise illegal
• 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 will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our Partners and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described above; (c) your use of any Content, whether or not such use is authorized by or violates this Agreement or violates applicable law; (d) your violation of any term or condition of this Agreement; or (e) your or your employees' negligence or willful misconduct.

Compliance with Laws
As a condition to your participation in the AO:Compliance Affiliate and Reseller Program, you agree that while you are a Program Affiliate and/or Reseller you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a AO:Compliance Affiliate and Reseller Program member. Without limiting the foregoing obligation, you agree that as a condition of your participation in the AO:Compliance Affiliate and Reseller Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

Term of the Agreement and Program
The term of this Agreement will begin upon our acceptance of your AO:Compliance Affiliate and Reseller Program registration and sign up 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 and other forms of communication, all links to any AccuCode or AO:Compliance Site, and all of our 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 AO:Compliance Affiliate and Reseller Program. AccuCode, Inc. reserves the right to end the AO:Compliance Affiliate and Reseller Program at any time. Upon program termination, AccuCode, Inc. will pay any outstanding earned fees and/or commissions.

Termination
AccuCode, Inc., in its sole discretion, has the right to suspend or terminate your AO:Compliance Affiliate and Reseller account and refuse any and all current or future use of the Program, or any other AccuCode, Inc. service, for any reason at any time. Such termination of the Program will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all potential or to-be-paid commissions in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. AccuCode, Inc. reserves the right to refuse service to anyone for any reason at any time.

Relationship of Parties
As an AO:Compliance Affiliate and/or Reseller, you are an independent contractor to AccuCode, Inc., 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.

Limitations of Liability
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 fees or commissions paid or payable to you under this Agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.

Disclaimers
We make no express or implied warranties or representations with respect to the Program or any services sold through the Program (including, without limitation, warranties of fitness, merchantability, 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 the AO:Compliance Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Independent Investigation
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we and our Partners 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.

Arbitration
The parties shall settle any controversy arising out of this Agreement by arbitration in accordance with the rules of the American Arbitration Association. A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within thirty (30) days, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association. The arbitrator may award attorneys’ fees and cost as part of the award. The award of the arbitrator shall be binding and may be entered as a judgment in a court of competent jurisdiction.

Choice of Law, Venue and Jurisdiction
The Agreement shall be deemed to have been made and shall be construed in accordance with the laws of the State of Colorado. Any and all suits or actions to enforce or for breach of the Agreemtn may be, at Company's option, instituted and maintained in Arapahoe County, State of Colorado, and you expressly agree to submit to personal jurisdiction in such venue.

Miscellaneous
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.

The failure of AccuCode, Inc. to exercise or enforce any right or provision of the AO:Compliance Affiliate and Reseller Program Terms and Conditions shall not constitute a waiver of such right or provision. The Terms and Conditions constitutes the entire agreement between you and AccuCode, Inc. and govern your use of the AO:Compliance Affiliate and Reseller Program, superseding any prior agreements between you and AccuCode, Inc. (including, but not limited to, any prior versions of the AO:Compliance Affiliate and Reseller Program Terms and Conditions).

Notices
All notices under this Agreement shall be in writing and shall be delivered by (i) depositing the notice in the mail, using registered mail, return receipt requested, addressed to the address below or to any other address as the party may designate by providing notice, (ii) faxing the notice by using the facsimile number set forth below or any other facsimile number as the party may designate by providing notice, (iii) overnight delivery service addressed to the address below or to any other address as the party may designate by providing notice , or (iv) hand delivery to the individual designated below or to any other individual as the party may designate by providing notice. The notice shall be deemed delivered (i) if by registered mail, four (4) days after the notice’s deposit in mail, (ii) if by facsimile on the date the notice is faxed, (iii) if by overnight delivery service, on the day of delivery by the delivery service, and (iv) if by hand delivery, on the date of hand delivery.


COMPANY:
AccuCode, Inc.
6886 South Yosemite Street, Suite 100
Centennial, CO. 80112


Attention: John Bedrick
Facsimile No: (303) 639-6178


Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed on original and all of which shall constitute one and the same instrument. Clicking the “I Accept and Want to Continue” button on the AO:Compliance Affiliate and Reseller Program “Terms and Conditions” page shall be effective and binding on this Agreement and shall be treated the same as original signatures on original documents.