Contrat d'Affiliation GSM-SPY
For the entity or individual executing this Agreement (the "Affiliate") and I-SPY Net-Promotion SA, 4, rue du Temple-Neuf CH-2000 Neuchâtel Switzerland. To participate in the Program described in this Agreement ("Program"), Affiliate must agree to the terms and conditions of this I-SPY Affiliate Agreement (the "Agreement"), by checking the "Yes, I agree with the above terms and conditions." and click "Submit"; in so doing, Affiliate has thereby submitted its application to become an Affiliate in the Program, on the terms and conditions set forth herein. If I-SPY accepts this Agreement, it will notify Affiliate and Affiliate will be bound by the terms of this Agreement. Affiliate must carefully review this Agreement prior to checking the "Yes, I agree with the above terms and conditions". If Affiliate does not wish to apply to become an Affiliate in the Program or does not accept the terms of this Agreement, then Affiliate should not check the "Yes, I agree with the above terms and conditions." and should not participate in the Program. All capitalized words in this Agreement are defined terms having the meanings set forth in the Definitions section or as otherwise set herein.
1. INTRODUCTION
Affiliate wishes to participate in the Program and I-SPY wishes to allow Affiliate to participate in the Program subject to the terms, limitations and conditions of this Agreement. This Agreement sets forth the respective rights and obligations of the parties in connection with the Program. The Program allows Affiliate to market, advertise and promote the sale of a I-SPY software product, using I-SPY proprietary software, technologies and related services, and to share in revenues from such sales as provided herein. Affiliates will market I-SPY products and CCBill.com manages the processing of the payments to Affiliate, as provided herein.
2. AFFILIATE'S RIGHTS AND OBLIGATIONS
Restrictions on Affiliate Marketing Efforts. Notwithstanding the foregoing, Affiliate:
(a) Will not engage in any activity that in any way may mislead or deceive any actual or prospective Customer or which may otherwise be considered to be deceptive, fraudulent, in bad faith or constitute false advertising.
(b) Will not post Links or Collateral Materials in any electronic media through which Affiliate cannot maintain control, including but not limited to, chat rooms, newsgroups, banner networks, message boards, Internet relay chat channels, Spam or other unsolicited email.
(c) Will only receive Compensation in connection Sales to Customers which are completed via Affiliate's Link.
3. PAYMENT TERMS
(a) Payment to Affiliate. Any Compensation paid to Affiliate is paid by CCBill.com by check or bank wire transfer.
(b) Chargeback. In the event that a refund and/or Chargeback is received on a sale that was previously credited to the affiliate, the affiliate's month to date Commissions in the current month, will be reduced by the Commission amount originally received when the sale occurred. Chargebacks that increase after the month that the Affiliate has received Compensation, I-SPY will compute these Chargeback as charges against any future Compensation owed to Affiliate. Affiliate will be liable for any outstanding negative balances which arise out of Chargeback related to Affiliate's Sales.

4. TERM AND TERMINATION
(a) Term of Agreement. The term of the Agreement begins on the Effective Date and shall continue until terminated in accordance with its terms.
(b) Termination of Agreement. I-SPY may terminate this Agreement at any time with or without cause, upon giving Affiliate written or emailed notice of termination. Termination will take effect 60 days from the date of the termination notice to provide the affiliate sufficient time to change any scheduled marketing activities and to ensure all pending affiliate cookies are expired that have resulted in said Affiliate's marketing efforts.
(c) Breach of Agreement. If Affiliate is in breach of any provision of this Agreement, I-SPY shall have the right to immediately terminate this Agreement upon written or emailed notice to Affiliate with no notice period, in addition to any other rights or remedies available to I-SPY at law or equity.
(d) Upon termination, Affiliate will promptly cease use of any and all Links and Collateral Materials provided to the affiliate within the terms of the notice period. If termination is due to breach of agreement, Affiliate will immediately cease all Links and Collateral Materials provided to the affiliate.
(ii) Affiliate will receive Compensation which accrued during the notice period and continue up to the expiration of notice period. In the event of termination due to breach of agreement, affiliate will not receive compensation for any sales that occur from the date of termination.
(iii) Any amounts or liabilities owed by Affiliate to I-SPY o shall survive the termination of the Agreement. Affiliate shall pay such amounts in full no later than thirty (90) days from the termination date.
(iv) The foregoing remedies are non-exclusive and I-SPY reserves its right to pursue any other remedies that may be available at law or equity. All other provisions of this Agreement that are intended to survive the termination of this Agreement in whole or with respect to a particular Seller or certain products of a particular Seller, shall survive.

5. INDEMNIFICATION
Affiliate will defend, indemnify, and hold harmless I-SPY, its subsidiaries, parent companies, affiliated companies, successors, assigns, distributors, agents, suppliers and their employees, contractors, officers, agents, and directors from all liabilities, claims, losses and expenses, including attorney's fees in connection with any claim, demand, allegation, accusation or action based upon, resulting from or related to Affiliate's alleged (i) intentional act, omission or misrepresentation (ii) violation of law; (iii) breach of its obligations, representations or warranties under this Agreement; or (iv) that arise from Affiliate's activities under this Agreement or participation in the Program.