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Operating Agreement

This Agreement contains the complete terms and conditions that apply to your participation as an Affiliate in the Affiliate Program of www.instantspeakspanish.com and the establishment of links from your affiliate web site to our web site, www.instantspeakspanish.com.

1. Enrollment in the Affiliate Program
To begin the enrollment process, you will submit a complete Affiliate Program application via our site.

2. Acceptance to the Affiliate Program
After completion of the application process, you may begin linking to our site and accruing commissions. We may reject your application at our sole discretion if we determine that your site is unsuitable for the affiliate program for any reason, including, but not limited to, inclusion of content that is discriminatory, defamatory, harassing, or in any other way objectionable in our opinion.

If your application to our program is rejected, you may reapply at any time.

3. Links on Your Site
We will provide you with guidelines, links and graphical artwork to use in linking to our web site. We will also provide you with a unique affiliate identification which, when embedded in to the HTML code of the link from your site to ours (hereafter referred to as special links), will enable us to track the purchases made by visitors who access our site using your special links.

Utilization of these special links constitutes agreement to the following:

· You will be solely responsible for the placement and maintenance of any and all special links that appear on your website.

· You will make no changes to the images provided by InstantSpeak Spanish.

· You will not insert the images, text, or HTML code associated with special links in unsolicited email.

4. Commission Applicability
You will earn a commission on all qualifying purchases made by visitors to our site in the course of an affiliate-initiated session.

· An affiliate-initiated session is one in which:

1. The visitor has accessed our site by following a special link (see section 3, above) located on your page(s).

· A purchase will not qualify for commission determination unless:

1. The purchase has occurred from an affiliate-initiated session.

2. InstantSpeak Spanish has received payment in full for all purchased items.

· A purchase will be disqualified wholly or in part from commission determination if:

1. Any or all purchased items are returned for a refund.

5. Commission Rates and Payment
You will be entitled to 20% of the merchandise value, inclusive or exclusive of credit card processing fees, of all qualifying purchases (as defined in section 4, above).

· Payment will be by check, paypal, and direct deposit. Checks will be mailed during the first 15 (fifteen) days of the quarter following any month in which the total of approved orders credited to the Affiliate are greater than or equal to $50.00.

o Approved orders totaling less than $50.00 will continue to accrue until such time as the $50.00 threshold for payout is realized.

6. Reports of Purchases
We will track qualifying purchases (as defined in section 5, above) and we will make
available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

7. Policies and Pricing
Customers who buy products through this affiliate program will be deemed to be customers of InstantSpeak Spanish. Accordingly, all of the rules, policies, and operating procedures concerning customer orders, customer service, and product 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 products sold under this program in accordance with our own pricing policies. Product prices and availability may vary from time to time.

8.Limited License
We grant you a nonexclusive, revocable right to use the images and text which we provide, described in Section 3, solely for the purpose of identifying your site as an affiliate program participant. We reserve all of our rights in the provided images and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving notice in a manner of our choosing. .

9. Obligations Regarding Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.

We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

10.Term of the Agreement
The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this agreement at any time, with or without cause, with or without notification. You are only eligible to earn commissions on qualifying purchases made during the term, and commissions earned through the date of termination will remain payable only if the related purchases are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11.Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the InstantSpeak Spanish Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

12. Relationship of Parties
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 section.

13.Limitation 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 referral fees paid or payable to you under this Agreement.

14. Disclaimers
We make no express or implied warranties or representations with respect to the affiliate program or any products sold through the affiliate program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of 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 we will not be liable for the consequences of any interruptions or errors.

15.Independent Investigation
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 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.

16. Governing Law
This Agreement will be governed by the laws of the United States and the Commonwealth of Maine, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Sanford, Maine, and you irrevocably consent to the jurisdiction of such courts. 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 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 a provision or any other provision of this Agreement.


	Operating Agreement This Agreement contains the complete terms and conditions that apply to your participation as an Affiliate in the Affiliate Program of www.instantspeakspanish.com and the establishment of links from your affiliate web site to our web site, www.instantspeakspanish.com. 1. Enrollment in the Affiliate Program To begin the enrollment process, you will submit a complete Affiliate Program application via our site. 2. Acceptance to the Affiliate Program After completion of the application process, you may begin linking to our site and accruing commissions. We may reject your application at our sole discretion if we determine that your site is unsuitable for the affiliate program for any reason, including, but not limited to, inclusion of content that is discriminatory, defamatory, harassing, or in any other way objectionable in our opinion. If your application to our program is rejected, you may reapply at any time. 3. Links on Your Site We will provide you with guidelines, links and graphical artwork to use in linking to our web site. We will also provide you with a unique affiliate identification which, when embedded in to the HTML code of the link from your site to ours (hereafter referred to as special links), will enable us to track the purchases made by visitors who access our site using your special links. Utilization of these special links constitutes agreement to the following: · You will be solely responsible for the placement and maintenance of any and all special links that appear on your website. · You will make no changes to the images provided by InstantSpeak Spanish. · You will not insert the images, text, or HTML code associated with special links in unsolicited email. 4. Commission Applicability You will earn a commission on all qualifying purchases made by visitors to our site in the course of an affiliate-initiated session. · An affiliate-initiated session is one in which: 1. The visitor has accessed our site by following a special link (see section 3, above) located on your page(s). · A purchase will not qualify for commission determination unless: 1. The purchase has occurred from an affiliate-initiated session. 2. InstantSpeak Spanish has received payment in full for all purchased items. · A purchase will be disqualified wholly or in part from commission determination if: 1. Any or all purchased items are returned for a refund. 5. Commission Rates and Payment You will be entitled to 20% of the merchandise value, inclusive or exclusive of credit card processing fees, of all qualifying purchases (as defined in section 4, above). · Payment will be by check, paypal, and direct deposit. Checks will be mailed during the first 15 (fifteen) days of the quarter following any month in which the total of approved orders credited to the Affiliate are greater than or equal to $50.00. o Approved orders totaling less than $50.00 will continue to accrue until such time as the $50.00 threshold for payout is realized. 6. Reports of Purchases We will track qualifying purchases (as defined in section 5, above) and we will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion. 7. Policies and Pricing Customers who buy products through this affiliate program will be deemed to be customers of InstantSpeak Spanish. Accordingly, all of the rules, policies, and operating procedures concerning customer orders, customer service, and product 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 products sold under this program in accordance with our own pricing policies. Product prices and availability may vary from time to time. 8.Limited License We grant you a nonexclusive, revocable right to use the images and text which we provide, described in Section 3, solely for the purpose of identifying your site as an affiliate program participant. We reserve all of our rights in the provided images and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving notice in a manner of our choosing. . 9. Obligations Regarding Your Site You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. 10.Term of the Agreement The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this agreement at any time, with or without cause, with or without notification. You are only eligible to earn commissions on qualifying purchases made during the term, and commissions earned through the date of termination will remain payable only if the related purchases are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 11.Modification We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the InstantSpeak Spanish Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change. 12. Relationship of Parties 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 section. 13.Limitation 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 referral fees paid or payable to you under this Agreement. 14. Disclaimers We make no express or implied warranties or representations with respect to the affiliate program or any products sold through the affiliate program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of 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 we will not be liable for the consequences of any interruptions or errors. 15.Independent Investigation 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 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. 16. Governing Law This Agreement will be governed by the laws of the United States and the Commonwealth of Maine, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Sanford, Maine, and you irrevocably consent to the jurisdiction of such courts. 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 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 a provision or any other provision of this Agreement.