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Operating Agreement
This Agreement contains the complete terms and conditions that apply to
an individual's or entity's participation in the Neural Science
Associates Program (the "Program"). As used in this Agreement,
"we" means Neural Science, and "you" means the
applicant. "Site" means a World Wide Web site and, depending
on the context, refers either to Neural Science's site, located at the
URL www.neuralinvesting.com, or to any site that you will link to our
site (and which you will identify in your Program application).
- Enrollment in the Program
To begin the enrollment process, you will submit a complete Program
application via our site. We will evaluate your application in good
faith and will notify you of your acceptance or rejection. We may reject
your application if we determine (in our sole discretion) that your site
or activities are unsuitable for the Program. Unsuitable sites and
activities include those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age
- promote illegal activities
- are related to spam in anyway
- otherwise violate intellectual property rights
By participating in the Program you agree that you will not engage in
any such activities. If we reject your application, you are welcome to
reapply to the Program at any time. You should also note that if we
accept your application and your site is thereafter determined (in our
sole discretion) to be unsuitable for the Program, we may terminate this
Agreement.
- Links on Your Site
Once you have been notified that your site has been accepted into the
Program, you may provide on your site one or more of the following types
of links to our site:
Banner Links: You may select one or more Neural Science approved
banners to display on your site. This consist of a single line of
html code that has your refid imbedded in it.
Direct Link to NeuralInvesting.com's Download Page: You may provide a
direct link on your site to our download page at http://www.neuralinvesting.com/download.aspx
We will provide you with guidelines and graphical artwork to use in
linking to our download page. To permit accurate tracking, reporting,
and referral fee accrual, we will provide you with special
"tagged" link formats to be used in all links between your
site and our site. You must ensure that each of the links between your
site and our site properly utilizes such special link formats. Links to
our site placed on your site pursuant to this Agreement and which
properly utilize such special link formats are referred to as
"Special Links." You will earn referral fees only with respect
to activity on our site occurring directly through Special Links; we
will not be liable to you with respect to any failure by you to use
Special Links, including to the extent that such failure may result in
any reduction of amounts that would otherwise be paid to you pursuant to
this Agreement.
You acknowledge that, by participating in the Associates Program and
placing any of the above links within your site, NeuralInvesting.com may
receive information from or about visitors to your site or
communications between your site and those visitors. Your participation
in the NeuralInvesting.com program constitutes your specific and
unconditional consent to and authorization for NeuralInvesting.com's
access to, receipt, storage, use, and disclosure of any and all such
information, consistent with the policies and procedures set forth in
NeuralInvesting.com's Privacy
Notice.
In addition, you acknowledge that we may monitor your site for the
purpose of ensuring the quality and reliability of Special Links on your
site (for example, to detect links that are broken or non-functional,
etc.). Therefore, you agree that we may take such actions and that you
will not seek to block or otherwise interfere with such monitoring (and
that we may use technical means to overcome any methods used on your
site to block or interfere with monitoring).
Further, you acknowledge and agree that you will: (a) use any data,
images, text, or other information obtained by you from us or our site
in connection with this Agreement ("Content") only in a
lawful manner and only in accordance with the terms of this Agreement; (b)
not modify or alter any Content that consists of a graphic image; (c)
not edit any Content that consists of text, other than to shorten its
length; (d) not sell, redistribute, sublicense or transfer any Content;
(e) not use any Content in a manner intended to send sales to any site
other than the NeuralInvesting.com site; and (f) promptly delete any
Content that is no longer available on the NeuralInvesting.com site or
that we notify you is no longer available for your use.
- Order Processing
We will process Product orders placed by customers who follow Special
Links from your site to our site. We reserve the right to reject orders
that do not comply with any requirements that we may establish
periodically. We will be responsible for all aspects of order processing
and fulfillment. Among other things, we will prepare order forms,
process payments, cancellations, and returns, and handle customer
service. We will track sales made to customers who purchase Products by
using Special Links from your site to our site and will make available
to you reports summarizing this sales activity. The form, content, and
frequency of the reports may vary from time to time in our discretion.
- Referral Fees
We will pay you (in accordance with Sections 5 and 6 below) referral
fees on certain Product sales. For a Product sale to be eligible to earn
a referral fee, the customer must click-through a Special Link from your
site to our site, and have the refid cookie deposited onto their
computer. Once deposited, any new sales generated are eligible to
earn a referral fee for approximately 5 years afterwards. This
does not include upgrades for previous license holders.
You may not purchase products through the links on your site for your
own use, for resale or commercial use of any kind. This includes orders
for customers or on behalf of customers or orders for products to be
used by you or your friends, relatives, or associates in any manner.
Such purchases may result (in our sole discretion) in the withholding of
referral fees or the termination of this Agreement. Products that are
eligible to earn referral fees under the rules set forth above are
referred to as "Qualifying Products."
In addition, you may not: (a) directly or indirectly offer any person
or entity any consideration or incentive (including, without limitation,
payment of money (including any rebate), or granting of any discount or
other benefit) for using Special Links on your site to access our site
(e.g., by implementing any "rewards" program for persons or
entities who use Special Links on your site to access our site); (b)
read, intercept, record, redirect, interpret, or fill in the contents of
any electronic form or other materials submitted to us by any person or
entity; (c) in any way modify, redirect, suppress, or substitute the
operation of any button, link, or other interactive feature of our site;
(d) make any orders or subscription requests, or engage in other
transactions of any kind on our site on behalf of any third party, or
authorize, assist, or encourage any other person or entity to do so; (e)
take any action that could reasonably cause any customer confusion as to
our relationship with you, or as to the site on which any functions or
transactions (e.g., search, order, browse, and so on) are occurring; (f)
post or serve any advertisements or promotional content around or in
conjunction with the display of our site (e.g., through any
"framing" technique or technology or pop-up windows), or
assist, authorize, or encourage any third party to take any such action;
(g) attempt to circumvent the referral fee schedule or artificially
increase your referral fees (e.g. by intentionally featuring, purchasing
or requesting or encouraging any third party to purchase low-price items
offered on our site (as determined by us) for the purpose of exceeding
any referral fee threshold); (h) attempt to intercept or re-direct
(including, without limitation, via user-installed software) traffic
from or on, or divert referral fees from, any web site that participates
in the Program; or (i) seek to purchase or register any keywords, search
terms or other identifiers that include the word "NeuralInvesting"
or variations thereof (for example "NeuralInvestings", "NeuralInvestor",
etc.) or any of the phrases "Neural Science", "ANNI",
"NexTrack" or variations thereof (e.g., "Neural-Science",
"ANNNI", "NexTracker", etc.) for use in any search
engine, portal, sponsored advertising service or other search or
referral service. If we determine, in our sole discretion, that you have
engaged in any of the foregoing activities, we may (without limiting any
other rights or remedies available to us) withhold any referral fees
otherwise payable to you under this Agreement and/or terminate this
Agreement.
- Referral Fee Schedule
For Qualifying Products sold that were initiated through Special Links
on your site, you will earn (subject to the other terms of this
Agreement) referral fees in accordance with the "Tiered Fee
Structure" described below.
Tiered Fee Structure.
| Tier |
Total Qualifying Product units sold in a
calendar month |
Eligible Earnings Referral Fees |
| 1 |
1-5 units |
10% of Eligible Earnings |
| 2 |
6-15 units |
15% of Eligible Earnings |
| 3 |
16-25 units |
20% of Eligible Earnings |
| 4 |
26-50 units |
25% of Eligible Earnings |
| 5 |
50-100 units |
30% of Eligible Earnings |
| 6 |
101+ units |
35% of Eligible Earnings |
"Eligible Earnings" are any Referral Fees you may earn in
any calendar month based on Qualifying Revenues from the sales in that
calendar month of Qualifying Products.
In order to qualify for Eligible Earnings Referral Fees specified
above for any tier, you must satisfy the requirements set forth for that
tier for the applicable calendar month. If you satisfy the requirement
for one row but not the other, you will only be entitled to the Eligible
Earnings Referral Fees specified in the table above for the lowest tier
in which you have satisfied the requirements for the applicable calendar
month. By way of example only, if 2000 people clicked through the
Special Links from your site but only 42 Qualifying Products were sold
during the month of May that were initiated through Special Links from
your site, you would only be entitled to the Eligible Earnings Referral
Fees specified for Tier 4 (i.e., 20% of Eligible Earnings).
Once a higher tier is achieved within the calendar month, the higher
Eligible Earnings Referral Fee rate will apply with respect to Eligible
Earnings from all Specified Qualifying Product units sold that were
initiated through Special Links on your site during that calendar month,
including units sold before the new threshold was reached.
- Referral Fee Payment
We will pay you referral fees on a monthly basis. You are entirely
responsible for any taxes due on any referral fees paid.
Approximately 10 days following the end of each calendar month, we will
either
(a)
directly deposit the referral fees earned into your PayPal account (if
you want us to use this method of payment, please note that you will
have to provide us with the name of your PayPal account in order to make
the transfer), or
(b) send you a check for the referral fees earned (this option
is not open to non-US addresses).
If you select direct deposit, we will accrue and withhold referral fees
until the total amount due is at least $10.00. If you select
payment via check, we will accrue and withhold referral fees until the
total amount due is at least $25.00.
- Policies and Pricing
Customers who buy products through this Program will be deemed to be
customers of NeuralInvesting.com. Accordingly, all NeuralInvesting.com
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. Because price
changes may affect Products that you have listed on your site, prices
may only be shown when we serve those prices through our Services. In
addition, if you choose to display prices for any Product on your site
in any "comparison" format (including the use of any
price-comparison tool or engine) together with prices for similar
products offered through any web site or other outlet other than our
site, you must display the "new" price at which the Product is
available on our site. You may not otherwise include price information
in your Product descriptions.
- Identifying Yourself as an Associate
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 Program. You may not in any manner misrepresent
or embellish the relationship between us and you, or express or imply
any relationship or affiliation between us and you or any other person
or entity except as expressly permitted by this Agreement (including by
expressing or implying that NeuralInvesting.com supports, sponsors,
endorses, or contributes money to any charity or other cause).
- Limited License
We grant you a nonexclusive, revocable right to use the graphic image
and text described in Section 2 and such other text or images for which
we grant express permission, solely for the purpose of creating Special
Links to assist in generating Product sales. You may not modify the
graphic image or text, or any other of our images, in any way. We
reserve all of our rights in the graphic image and text, any other
images, our trade names and trademarks, and all other intellectual
property rights. You agree to follow our Trademark Guidelines, as those
guidelines may change from time to time. We may revoke your license at
any time by giving you written notice.
- Responsibility for 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.
For example, you will be solely responsible for:
| a) |
the technical operation of your site and all related equipment |
| b) |
creating and posting Product descriptions on your
site and linking those descriptions to our catalog |
| c) |
the accuracy and appropriateness of materials posted
on your site (including, among other things, all Product-related
materials) |
| e) |
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) |
| f) |
ensuring that materials posted on your site are not libelous or otherwise illegal |
| g) |
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 disclaim all liability for these 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.
- Term of the Agreement
The term of this Agreement will begin upon our acceptance of your
Program 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, all links to our site, and all
NeuralInvesting.com trademarks, logos, and all other materials
provided by or on behalf of us to you pursuant hereto or in connection
with the Program. You are eligible to earn referral fees only on our
sales of Qualifying Products that occur during the term, and referral
fees earned through the date of termination will remain payable only if
the related orders are not canceled or returned. We may withhold your
final payment for a reasonable time to ensure that the correct amount is
paid.
- Modification
We may modify any of the terms and conditions contained in this
Agreement, at any time and in 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 PROGRAM FOLLOWING OUR POSTING OF A
CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.
- 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.
- 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.
- Disclaimers
We make no express or implied warranties or representations with respect
to the Program or any products sold through the Program (including,
without limitation, warranties of fitness, merchantability,
noninfringement, 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 our site 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 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
Any dispute relating in any way to this Agreement (including any actual
or alleged breach hereof), any transactions or activities under this
Agreement or your relationship with us or any of our affiliates shall be
submitted to confidential arbitration in San Diego, California, except
that, to the extent you have in any manner violated or threatened to
violate our intellectual property rights, we may seek injunctive or
other appropriate relief in any state or federal court in the state of
California (and you consent to non-exclusive jurisdiction and venue in
such courts) or any other court of competent jurisdiction. Arbitration
under this agreement shall be conducted under the rules then prevailing
of the American Arbitration Association. The arbitrator's award shall be
binding and may be entered as a judgment in any court of competent
jurisdiction. To the fullest extent permitted by applicable law, no
arbitration under this Agreement shall be joined to an arbitration
involving any other party subject to this Agreement, whether through
class arbitration proceedings or otherwise.
- Miscellaneous
This Agreement will be governed by the laws of the United States and the
state of California, without reference to rules governing choice of
laws. 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.
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