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ASSOCIATE AGREEMENT

TERMS & CONDITIONS with Notices

(NOTE: Additional Terms are defined in the Glossary.)


Section A: Relationship, Duties, Services

A.1 Business Relationship; Services; Expenses. Axey advertises the Associate program to provide recruits and customers for the Associates through the use of AxeyAssociation.com, AxeyExchange.com and AxeyStore.com. Axey has created the Associate Prospector Program to enhance its ability to advertise certain products and services by entering into this Agreement with certain pre-approved and authorized persons (called Associates). The Associate will provide certain advertising services for the benefit of the Association in accordance with this Agreement (the "Advertising Services"). These services include but are not limited to word-of-mouth referrals regarding Products on AxeyStore.com. This Agreement creates a non-exclusive independent contractor relationship between Axey and the Associate for the mutual benefit of all parties. In exchange for performing the Advertising Services, they will receive commission payments as set forth herein. Associate shall be responsible for all expenses incurred by it in the performance of the Advertising Services, except as otherwise provided herein.

A.2 Personal Guarantee. By joining the Axey Associate Program, individual Associate, or agent for Associate, if Associate is an entity, agrees to personally guarantee the performance of Associate’s duties and obligations pursuant to this Agreement. A.3 Independent Contractor Relationship.

(1) Associate and Axey are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent, between the parties. Axey and Associate agree that Associate’s business is a separate and independent enterprise from that of Axey. The Associate shall determine the time, method and manner of advertising the Products and Services, provided that there is compliance with all the terms and conditions of this Agreement and any other policies and procedures established, from time to time, and published or announced by Axey. The Associate and its employees shall exercise their own discretion and judgment as to the manner of performing the Advertising Services. Associate shall determine its own working schedule and location.

(2) As an independent contractor, Associate shall pay and report all expenses that it incurs in the performance of this Agreement, including, without limitation, expenses incurred for wages and related federal and state income taxes, social security taxes, unemployment insurance, self-employment taxes and employee benefits. Associate shall procure and maintain workers’ compensation coverage sufficient to meet the statutory requirements of every state in which Associate’s personnel are hired to perform Advertising Services.

(3) Neither Associate, nor any of its personnel, are employees of Axey. Nor are they entitled to any benefits or rights guaranteed by Axey, or by operation of law, to their employees, including, but not limited to, group insurance, liability insurance, paid vacation, sick leave or other leave, retirement plans, health plans, pension or welfare benefits, "overtime" pay, and the like. It is understood and agreed that since Associate is an independent contractor, Axey will make no deductions from commissions paid to Associate for any federal or state taxes, including income taxes or social security, and Axey has no obligation to provide worker’s compensation insurance coverage for Associate. (4) Associate does not have express, implied or apparent authority to enter into any contract on behalf of Axey or otherwise to bind Axey to any agreement. Axey will not be liable for any obligation incurred by Associate, except as otherwise provided herein.

(5) Associate represents and warrants that it is a separate, independent, licensed business entity, duly authorized to perform Advertising Services under this Agreement, and that it makes its professional services generally available to a wide variety of other companies on a regular basis. During the term of this Agreement, Associate agrees that it will not perform any work for any other person or entity that is substantially similar to the Advertising Services if the performance of such work would have a material adverse impact upon the ability of the Associate to perform its obligations hereunder.

A.4 Professional Standards.

Associate shall provide and perform the Advertising Services hereunder in accordance with (i) the highest applicable ethical and professional standards prevailing at the time such Advertising Services are rendered, and (ii) any general standards, rules, regulations, policies, security procedures, and other standards specified by Axey.

A.5 Commissions.
(1) Compensation Eligibility. Eligibility of the Associate to receive commissions is conditioned upon compliance with Axey policies. Commissions will be paid on purchases of Product and fees paid by Sub-Associates during the Term pursuant to this Agreement. Axey reserves the right to terminate your account if it is idle for more than 30 days. Compensation eligibility of the Associate to receive commissions is conditioned upon compliance with Axey policies, plus performance of the Associate to: (i) make a good faith effort pursuant to rendering Advertising Services and ii) maintain supervisory responsibility requirements of Sub-Associates as outlined herein by Axey. (iii) Pay all required fees according to the Associate Level and status before the end of the first week of the month. (iv)Maintain a ratio of 5 to 1 auto-ship products to Associate Products after attaining Centurion Associate status. Axey may impose Disassociate status which will revoke the Associate’s eligibility for commissions temporarily or permanently in the event the Associate fails or neglects to comply with the terms and conditions of this Agreement. (2) As an incentive for doing Advertising Services, Axey shall pay Associate for each Final Sale (defined herein) generated through the ID-Encoded Link of each qualified Sub-Associate an amount calculated pursuant to the Commission Schedule referenced in Paragraph A.5(4). A "Final Sale" means an order placed for a Product or Service that results in Axey receiving full and complete payment. Commissions charged back to Axey for any reason will likewise result in a chargeback to the Associate as set forth herein. The Associate will be subject to such chargebacks for a period of 180 days from date of the event.

(3) Chargebacks. If a customer disputes or rejects a purchased item, and:

    (a) Axey has not yet paid Associate a Commission based on such sale, no Commission will be paid related to such purchase;

    (b) Axey has already paid Associate a Commission based on the sale of that item, Axey will deduct the amount of the disputed Commission from Associate’s next monthly Commission payment.

    (c) If there are no subsequent Commissions due to Associate, Axey will send Associate a bill for the amount of the disputed Commission, and Associate agrees that it will pay that bill no later than thirty (30) days after receipt.

(4) Commission Schedule. Commissions are paid on the Products and Services and at the rates as posted under the "Compensation Plan" paragraph on AxeyAssociation.com, as modified from time to time. Associates are responsible for continuously checking AxeyStore.com, AxeyAssociation.com, AxeyExchange.com, and the Associate Back Office for changes to the Commission schedule. (5) Pay Cycle. Commissions on downline activity for the previous month will be posted at the end of the month. Associate must be entitled to receive at least $25 in Commissions before receiving a disbursement. Upon termination of this Agreement, Axey may hold Associate’s final Commission payment for a longer period of time to allow for the accrual of potential future charges; provided that Axey will not withhold payment of the final Commission for greater than 120 days.

(6) Right of Set-off. Associate authorizes Axey to offset against Commissions, expense reimbursement, or any other amounts due to Associate from Axey, any amounts that the Associate withholds from payment to Axey related to deficiencies in the Associate’s Advertising Services or damages caused by Associate and any other amounts that Associate owes to Axey such as payment for conversions delivered in the course of fulfilling indications of the Associate.

A.6 Legal Capacity Associates who are individuals represent that they have legal capacity and have attained legal age to work and enter into contracts in the state or other authoritative locale in which the Associate markets the Products and Services.

A.7 Changes to Products/Services and Pricing. Axey reserves the right to change Products and Services and related pricing from time to time without prior notice. Any such changes or modifications shall become effective immediately upon posting on AxeyAssociation.com, AxeyExchange.com or AxeyStore.com unless another effective date is specified.


Section B: Associate Duties, Representations and Warranties

B.1 Accurate & Truthful Profile Associate warrants and agrees that data submitted on the Associate Profile is and must be kept current by the Associate to maintain communication integrity. All of the data supplied and entered in the Associate Profile by the Associate shall be truthful, factually accurate information. Misrepresentations or fraudulent statements supplied in connection with this Agreement shall cause immediate termination of this Agreement and a right of setoff against present or future compensation allegedly due to Associate hereunder in an amount no greater than damages incurred or to be incurred by Axey as a result of such conduct. B.2 Identification Number. The Associate warrants that it shall provide Axey with a valid identification number (ID#). In the event the Associate is transacting business as an individual or in any other personal format, then that ID# shall be the Associate’s Social Security Number (SS#). In the event the Associate is a corporation, limited liability company, or partnership, the ID# shall be the Federal Employee Identification Number ("F.E.I.N."). In the event the purported entity does not provide a F.E.I.N., then Axey shall interpret the "entity" as an individual or group of individuals and require the appropriate SS#s. In the event the Associate is located outside of the USA, then the appropriate governmental or other authoritative agency ID# or United Statespassport number shall be submitted to Axey. The Associate authorizes Axey to verify the ID# submitted. The ID# shall be used by Axey for tax reporting and other lawful purposes. Axey shall not pay and the Associate shall not be entitled to payment of any Commissions or bonuses on Products and Services marketed prior to the receipt by Axey of the Associate’s ID# (SS# or F.E.I.N.).

B.3 Compliance with Laws and RegulationsThe Associate warrants that it shall comply with all federal, state and local taxes and regulations governing the sale of the Products and Services, and regarding the sending of e-mails, including, but not limited to the CAN-SPAM Act, effective January 1, 2004. Associate shall be responsible for the payment of income tax, self-employment tax and other tax of any nature, if any, due and owing to any federal, state, county, municipal, country, province, territory or any other governmental taxing authority for the Associate and Associate’s employees, if any. Such taxes are the responsibility of the Associate, who shall indemnify and hold harmless Axey for payment of any such taxes. B.4 Change of Status Associate is required to report to Axey any change in status that may affect Associate’s rights to receive any Commission or other compensation from Axey. Such change in status may include, a change of marital status or a change from individual to corporation, limited liability company, or partnership. This Agreement shall not be assigned or transferred without prior written approval of Axey.

B.5 Goodwill The Associate shall at all times safeguard Axey ’s reputation and promote the good will of Axey and the Products and Services marketed. Associates shall refrain from any and all conduct that may be harmful to the reputation of Axey. The Associate shall refrain from and avoid all deceptive, misleading, unethical or discourteous conduct or practice.

B.6 Unauthorized Products and Services Associate shall not use Associate’s Public Website to promote, market or sell, directly or indirectly, products or services that are not specifically authorized in advance by Axey. The terms, "directly or indirectly," include, but are not limited to, identification of such other products or services on the Associate Public Website wherein a symbol thereof is identified to provide linking to another website or multiple websites that promote, market or sell products and services other than the Products and Services, notwithstanding the fact that such products and services may not be competitive. Axey reserves the right to immediately require the Associate to remove any reference to Axey, the Products or Services and/or any link to AxeyStore.com or AxeyExchange.com from the Associate Public Website when, in Axey ’s opinion and sole discretion, Axey determines that the Associate has violated the permitted use of the Associate Public Website as stated herein. B.7 Limited License of Licensed Materials and Proprietary Marks Axey hereby grants Associate a non-exclusive, limited license, for the Term of this Agreement, to use the Licensed Materials and Proprietary Marks solely for the purpose of advertising the Products and/or Services in the manner set forth in this Agreement. Associate warrants and represents that it will not, directly or indirectly, use, display, duplicate, produce, reproduce, market, offer for sale, sell or distribute, in whole or in part, and shall not replicate in a deceptively similar form or style, any Licensed Materials or Proprietary Marks, except as authorized by this Agreement or prior written approval by an officer of Axey. Any license to use the Licensed Materials or Proprietary Marks terminates concurrently with the termination of this Agreement. All Licensed Materials and Proprietary Marks remain the intellectual property of Axey. This Section shall survive termination under this Agreement.

B.8 Associate Represents And Warrants
(1) that it has the ability to fully and timely perform all Advertising Services and to undertake all risks it agrees to undertake hereunder. Associate will promptly notify Axey in writing of any event that may have or has a material adverse impact on Associate’s ability to perform its obligations under this Agreement.
In the event it is determined that a product or service which a rebate was paid has been returned and payment refunded, the customer in question will have that amount of rebate deducted from the next rebate transaction. If the customer repeats too frequently (6 times a year or more) they will be removed from the customer list for breach of agreement and will no longer be recognized for a rebate.

(2) that none of the Advertising Services rendered by Associate under this Agreement will violate or wrongfully interfere with any contract or other right of any third party. (3) that it is not a party to any contract, or subject to any other obligation, that might restrict Associate from performing Advertising Services, including, but not limited to, any agreement not to compete or any agreement not to solicit. Associate agrees to disclose any such contract or obligation to Axey prior to rendering any Advertising Services.

(4) that all materials prepared or provided, and all Advertising Services rendered, by it under this Agreement will not violate or infringe on any patent, copyright, trademark, trade secret, contract, privacy, publicity, or other right of any third party, and will not contain defamatory matter. Associate further represents and warrants that all materials prepared or provided by it under this Agreement will be suitable for the use proposed by it without violating any statute, ordinance, or governmental regulation.

(5) that the information contained in the back office is true, accurate and complete at all times. The Associate is expected to monitor and report on all deficiencies in a timely manner. Whether by negligence or intent any discrepancies discovered by Admin will result in either temporary or permanent loss of commissions.

(6) that at the time of application, the declaration of experience is true and can be relied upon for purposes of establishing the services they will provide as a member of the Association.

(7) that the Internet Marketer, by virtue of their experience, is obligated to promote Axey Services in a manner comensurate with their experience.


B.9 In case of breach of any of the foregoing warranties
Associate shall promptly take all actions necessary to fully cure the breach and indemnify and compensate Axey for any and all claims and resulting damage, at Associate’s sole expense, including any reasonable attorney’s fees and costs incurred by Axey related thereto.


Section C: Waivers, Website Use & Disclaimers

C.1 Availability of Websites. Associate recognizes that the traffic of data through the Internet may cause delays while accessing any Axey website including without limitation, AxeyStore.com, AxeyAssociation.com or Personal Website. The Associate shall not hold Axey liable for any inability to access or delays in the access of such websites, from whatever cause, whether or not in the ordinary course of Internet use. This paragraph shall in no way affect the limitation of liability as described in paragraph C.4 C.2 Scheduled Maintenance. Axey shall notify Associate by posting or e-mail of scheduled upgrades or maintenance work on AxeyStore.com or the Associate Back Office, and if available, an estimate of the length of time the site(s) will be unavailable.

C.3 Website Deactivation. Axey reserves the right to remove any statement, graphic image or other item, the presence of which violates the terms and condition of this Agreement, including without limitation paragraph C.1, now in existence or as modified from time to time, particularly with respect to a Personal Website or Public Website. Axey reserves the right, in the alternative, to immediately deactivate, or require the deactivation of, and terminate the use of any Axey Website by the Associate without prior notice, in the event the Associate violates any of the terms and condition of this Agreement, now in existence or as modified from time to time.

C.4 Obligation to Monitor. Associate shall be obligated to continuously check AxeyStore.com and the Associate Back Office for any changes in Associate Program rules or regulations.

C.5 Restrictions of Use Associate warrants that it will not post, directly or indirectly on or by links to any other websites, any of the following material or information to the Axey Websites: (i) intellectual property copyrighted or trademarked by others; (ii) abusive, defamatory or inflammatory statements; (iii) statements which contain vulgar, obscene or indecent statements or graphical images; (iv) statements that threaten the person of others; (v) statements that are bigoted, hateful, racially offensive or endorse or advocate illegal or immoral activity; and (vi) statements of or about political issues or political campaign materials.

C.6 Associate Public Website Monitoring Axey will not act as a "censor" or "monitor" the Associate’s public website. Axey disclaims all responsibility for any material discussed or posted on the Associate’s public website by the Associate, or users of the Associate’s Public Website. C.7 Associate Back Office Privacy Axey shall not disclose to third parties any personal information that the Associate submits to Axey through the Associate Profile. Such data shall be used for the sole purposes of Axey for the administration of the account of, notices to, periodic contact with the Associate or any other purpose Axey deems necessary.

C.8 Unauthorized Access to Associate Back Office Associate must protect the Associate’s password. The Associate is solely responsible for use of the Associate Back Office by any third party using the access information provided by the Associate. In the event that Associate determines that another party has improperly or wrongfully gained or should no longer maintain access to Associate’s login and/or password, then upon written notice to Axey, Associate must request Axey to delete the old information and issue a new login and/or password to Associate.

C.9 Limitation of Liability. The website services provided by Axey , including access to AxeyAssociate.com, associate’s personal website, are provided as is, without warranty of any kind to Associate or any third party, including, but not limited to, express or implied warranties of: (i) merchantability; (ii) fitness for a particular purpose; (iii) effort to achieve purpose; (iv) quality; (v) accuracy; (vi) non-infringement; (vii) quiet enjoyment; and (viii) title. Associate agrees that any efforts by Axey to modify its products or services shall not be deemed a waiver of these limitations, and that any Axey warranties shall not be deemed to have failed of their essential purpose. Associate further agrees that Axey shall not be liable to the associate or any third party for any direct, indirect, special or other consequential damages for any use of the Axey websites or any other hyper-linked website, including, without limitation, any loss of profits, loss of use, interruption of business, whether under the terms and conditions of this agreement or otherwise, even in the event Axey was advised of the possibility of such damages or was grossly negligent. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to associate. In such jurisdictions, Axey’s liability is limited to the greatest extent permitted by law. Section D: Business Practices

D.1 Ethical Conduct It is the full responsibility of Associate to market the Products and Services in a legal, ethical and honest fashion, and Associate agrees to defend and hold Axey harmless from any and all claims, liabilities, causes of action, damages, and costs (including reasonable attorney’s fees) asserted against Axey arising from or related to the actions or omissions of Associate. Associate shall at all times comply with all local and Federal spam, fax broadcast and telemarketing laws. Any Associate advertisement that does not comply with applicable local, state or federal laws is strictly forbidden and shall be expressly defined as "unauthorized use" of the respective trademarks, marks and names. Should action be brought against Axey for such activity by Associate, Associate agrees to bear all costs and penalties Associate d with such activity including, but not limited to Axey ’s legal costs for any alleged infraction of these laws

D.2 Spamming. The Associate shall not engage in or facilitate any form of illegal spamming in any way with any customers or potential customer. In general, "Spamming" occurs when a party uses any unauthorized or unsolicited communication or transmission of information or material by e-mail to another individual or entity not having a prior business or personal relationship with that sender Legal action may be filed to recover actual monetary loss from such violation, with damages for each such violation, whichever is greater. This Section shall survive the termination of this Agreement.

D.3 Spamming NO Tolerance Policy. It is acknowledged by the Associate that Axey prohibits and shall not tolerate any occurrence of Spamming. Upon each and every occasion that the Associate endorses or negotiates the monthly compensation disbursement issued and delivered to the Associate by Axey, each Associate reaffirms that the Associate shall not engage in or facilitate any form of Spamming in any way with any customers or potential customer of Axey. Axey will take all action necessary to protect Axey customers against Spamming, including, but without limitation, termination of the Associate. Axey prohibits the Associate from using any of Axey’s Proprietary Information, Proprietary Materials and Licensed Materials on or through any automatic calling devises, "broiler room" operations or any other form or unsolicited advertising to generate prospective customers or for sponsoring new Associates. D.4 Violation of Laws and Regulations Associate acknowledges that certain local, state and federal laws and regulations apply to Associate as an independent contractor and as an individual. Associate agrees to comply with all applicable local, state and federal laws. Further, Associate agrees to defend, indemnify, and hold harmless Axey, including Axey ’s associates, subsidiaries, agents, directors, officers and employees, against all claims, damages, losses, causes of action, liabilities and expenses of any kind or nature, including but not limited to reasonable attorney fees, which arise out of or relate to the failure of Associate to comply with such applicable local, state and federal laws and regulations in the performance of Associate’s obligations under this Agreement. This Section shall survive termination under this Agreement.

D.5 Misrepresentations Associate is an independent entity and agrees not to falsely represent himself/itself as an employee, owner, or partner of Axey. Further, Associate agrees not to register or submit links to any website using an email address containing "Axeyassociate.com", "AxeyStore.com", "AxeyAssociation.com", or "AxeyRebates.com". This practice misleads the website operator into believing that Website has registered with the website service.

D.6 Fraudulent Sales Products and Services on AxeyAssociation.com are subject to purchase by the Associates only. No other party is authorized to make purchases. Forged sales and applications or sales by any means other than legitimate Associates will result in loss of payments made, criminal prosecution and forfeit of all commissions owed.

D.7 Non-Circumvention During the term of this Agreement, and for twelve (12) months after the expiration or termination of this Agreement for any reason, Associate shall not, except as an independent contractor for Axey, directly or indirectly, offer or provide, or assist others in offering or providing, any Advertising Services. D.8 Acceptable Methods of Promoting Links. Associate may promote its Associate Link via the promotion tools provided by Axey subject to stipulations contained in program description. Associate may not promote its Link to opt-in email lists owned by Associate, or to email lists rented by Associate. Associate may not promote to "harvested" emails.

D.9 Associate Printed Material and Advertising All electronic or printed advertisements of the Products or Services, or Associate’s links or websites that relate to the Associate Program, must be submitted by Associate to Axey for review and approval by written consent of an officer of Axey prior to distribution. Associate business cards, stationary and any printed material proposing to use any Proprietary Marks, must be submitted by the Associate to Axey for review and approval by written consent of an officer of Axey prior to printing and distribution. All material shall include a disclaimer stating that Associate is an independent contractor and not an agent of Axey.

D.10 Associate Business Phones The Associate’s business-telephone(s) may not use, be listed under or make reference to Axey’s name.

D.11 Press Inquiries. Any inquiries by the news media about Axey must be referred immediately to Axey to ensure presentation of factual information, plus an accurate and consistent public image. Associate shall not make representations to the press regarding Axey without prior written consent from Axey.

D.12 Disclaimers Associate shall place on all its websites and printed material a disclaimer stating that Associate is an independent contractor and not an agent of Axey. Section E: Marketing Materials

E.1 Representations Regarding Axey or Products Associate agrees not to make any oral or written statements regarding Axey, its products, its services and Axey marketing program that are not expressly contained in the materials supplied by Axey directly to the Associate. The Associate agrees to indemnify and hold harmless Axey from any and all liability including judgments, civil penalties, refund, attorney fees, court cost or lost business incurred by Axey as a result of Associate’s unauthorized representations. This Section shall survive termination under this Agreement.

E.2 Reporting Axey will provide, as and when available, computer reports to the Associates on the Associate Back Office. The reports may include information regarding Associate’s sales organization, product purchases and product mix. The Associate acknowledges that such reports are Axey’s Proprietary Information. The use of such reports is provided by Axey for use the Associate, solely, during the term of this Agreement and not afterwards. The Associate shall not, directly or indirectly, disclose the Proprietary Information to any third party. The Associate and Axey agree that, but for this agreement of confidentiality and nondisclosure, Axey would not provide the Proprietary Information to the Associate. This Section shall survive termination under this Agreement.

E.3 Proprietary Marks - The Proprietary Marks of Axey have significant value and the Associate may use the Proprietary Marks only as authorized and pursuant to this Agreement. The Associate shall use the Proprietary Marks only in the form and format provided by Axey. The Associate shall obtain prior written permission from an officer of Axey for any other use of the Proprietary Marks. Such prohibited use includes, but not limited, to advertising or promotional materials individually procured by the Associate for marketing of the products and services of Axey. The Associate shall not use any written, printed, recorded material, or any other material in advertising, promoting or describing the products and services of Axey ’s marketing and sponsoring program, unless such materials have been submitted to Axey for approval and such approval is granted, in writing, by an officer of Axey prior to dissemination, publication, displayed or use by the Associate. E.4 Licensed Materials The Licensed Materials of Axey have significant value and the Associate shall not advertise the Licensed Materials of Axey, except when and as authorized by prior written consent by an officer of Axey. Any display, institutional, trademark, television, radio, Internet, direct mail or newspaper advertising copy, other than that originated, produced and disseminated by Axey , must be submitted by the Associate to Axey for analysis, review and approved by written consent of an officer of Axey prior to dissemination, use or publication, privately or publicly.


Section F: Sub-Associates

F.1 Sub-Associate Each prospective Associate that applies to become an Associate through a link activated by the Associate and advertised by Axey, who is accepted by Axey at Axey’s sole discretion is a Sub-Associate. The sponsoring Associate will receive commissions on all product purchases and fees paid by the Sub-Associate according to the Compensation Plan posted on AxeyAssociation.com.

F.2 Duties of the Recruiting Associate The Associate is not required or encouraged to recruit new Sub-Associates. The Association was formed to allow the Axey Prospector (proprietary software) to perform any and all promoting and recruiting for all Associates.

F.3 Income Claims. Associates shall not represent hypothetical income figures as actual income projections, based upon the alleged inherent power of network marketing. Axey holds the position that such statements are false and misleading. Such representations about hypothetical income projections are considered misrepresentations and thereby are prohibited in any sponsorship or recruiting presentation.

F.4 Recruiting Associate Conflicts. In the event two Recruiting Associates claim to be the recruiter of the same new Sub-Associate, the Sub-Associate may not elect to select which Associate shall be the Recruiting Associate. Unless otherwise designated by the Sub-Associate, Axey shall regard the affiliate URL in the first application received by the administrative office as being the sponsor of the Sub-Associate. It is the responsibility of the Recruiting Associate to ensure that the prospective Associate has made contact and application to Axey through the Associate’s marketing URL. Section G: The Term & Termination

G.1 The Term of this Agreement ("Term") The term shall commence on the date Axey accepts your Associate Application and shall continue until this Agreement is terminated pursuant to the provisions contained herein. Certain identified Sections herein shall survive termination under this Agreement.

G.2 Termination by Associate The Associate may terminate the relationship with Axey at any time and for any reason, simply by written notice or e-mail notification delivered to Axey. In the event the Associate elects to terminate this Agreement and the relationship with Axey , all rights to receipt of all commissions and bonuses theretofore received by the Associate shall terminate immediately.

G.3 Termination by Axey Axey reserves the right to terminate the relationship with the Associate at any time in the event that in Axey ’s sole opinion that Axey determines that the Associate has violated: (i) any of the terms and conditions of this Agreement, as it presently exists or as it may be amended or modified from time to time; (ii) any provision of applicable laws, rules or regulations; (iii) any standards of fair and honest dealing, including but not limited to the Associate dealing in any secret arrangement, deceitful tactic, collusion or apparent conspiracy with any third-party to circumvent any existing prohibitive provision or non-compete agreement by and between that third-party and a respective contracting-party to which the third-party has an apparent binding obligation; (iv) any Axey policy or procedure; or (v) the Associate’s neglect or failure to maintain and provide Axey with a current email address, mailing address, phone number(s) or other pertinent data deemed necessary at the sole discretion of Axey. The act of termination of an Associate carries with it the corresponding termination of any and all current or future compensation that may be attributed to products and services marketed on behalf of Axey by the subject Associate or the Sub-Associates thereof, while acting in the Associate capacity. G.4 Notice of Termination In the event of such termination of the Associate, the sole obligation of Axey shall be to notify the Associate at the last known e-mail address provided by the Associate to Axey. The termination shall be effective immediately, unless otherwise stated in the notice.

G.5 Termination Recourse The termination decision by Axey shall be final and subject to no further review.


Section H: Miscellaneous

H.1 Waiver. No course of dealing between Axey and the Associate shall modify, amend, waive or terminate any of the terms and conditions herein or any obligations of the Associate under or by reason of this Agreement, without prior written consent of an officer of Axey.

H.2 Dispute Resolution This Agreement is governed under the laws of the State of Washington. Associate agrees that during and after the term or any extension of the term of this Agreement, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof between Axey and Associate ("Arbitral Claims") shall be settled by arbitration or mediation in Clark County, Washington, at Axey ’s sole option. This clause shall not be construed to limit Axey from bringing any action for injunctive or other provisional relief as Axey deems necessary or appropriate to compel Associate to comply with its obligations hereunder or to protect Axey ’s intellectual property rights in any court of competent jurisdiction in the State of Washington. Should Axey prefer formal legal process rather than arbitration or mediation, Associate agrees that the legal venue shall be the Clark County District Court for disputes up to the court’s subject matter jurisdictional amount in controversy, and for disputes greater than the Clark County, Washington, District Court’s jurisdictional limit, the sole venue shall be the Clark County, Washington, Circuit Court. H.3 Severability. If all or part of any term or condition of this Agreement, or the application of any term or condition of this Agreement, is determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of the terms and conditions of this Agreement (other than those portions determined to be invalid or unenforceable) shall not be affected, and the remaining terms and conditions (or portions of terms or conditions) shall be valid and enforceable to the fullest extent permitted by law. If a judicial determination prevents the accomplishment of the purpose of this Agreement, the invalid term or condition (or portions of terms or conditions) shall be restated to conform with applicable law and to reflect as nearly as possible the original intention of the parties.

H.4 Waiver or Forbearance. Any delay or failure of either party to insist upon strict performance of any obligation under this Agreement or to exercise any right or remedy provided under this Agreement shall not be a waiver of that party’s right to demand strict compliance, irrespective of the number or duration of any delay(s) or failure(s). No term or condition imposed on either party under this Agreement shall be waived and no breach by either party shall be excused unless that waiver or excuse of a breach has been put in writing and signed by both parties. No waiver in any instance of any right or remedy shall constitute waiver of any other right or remedy under this Agreement. No consent to or forbearance of any breach or substandard performance of any obligation under this Agreement shall constitute consent to modification or reduction of the other obligations or forbearance of any other breach.

H.5 HeadingsThe headings used in this Agreement are merely for reference. The headings have no independent legal meaning and impose no obligations or conditions on the parties.

H.6 Choice of Law -This Agreement shall be interpreted and governed by the laws of the State of Washington. H.7 Indemnification -Associate agrees to defend and indemnify Axey for which Associate is engaged to perform Advertising Services, and their respective stockholders, directors, officers, agents, and employees, against all claims, actions, demands, judgments, settlements, damages, liabilities, losses, and costs of any kind, including but not limited to reasonable fees of attorneys and experts, arising from or related to any of the following actions or omissions by the Associate or its officers, employees, contractors, or agents: (1) a negligent or wrongful act or omission; (2) a violation or infringement of any patent, trademark, copyright, trade secret, contract, or other right of any third party; (3) an unauthorized use or disclosure of Confidential Information; or (4) other breach of any of Associate’s representations, warranties, or covenants under this Agreement; provided that Axey shall (i) promptly notify Associate of each such claim when and as it comes to the attention of Axey ; (ii) cooperate with Associate in the defense and resolution of such claim; and (iii) not settle or otherwise dispose of such claim without Associate’s prior written consent, such consent not to be unreasonably withheld.

H.8 Exclusive Liability Associate’s sole and exclusive remedy for a breach of this Agreement, or any other claim arising from this Agreement, shall be the compensation specified for Advertising Services satisfactorily performed and approved and reimbursement for pre-approved expenses actually incurred. Associate shall not have a right to recover indirect, consequential, incidental, special or exemplary damages from Axey for claims related to this Agreement. H.9 Modifications of Agreement Axey reserves the right to amend and modify the terms and conditions of this Agreement, from time to time without prior notice. Any such amendments or modifications shall become effective immediately upon Axey posting a notice or a new version of the Agreement on AxeyStore.com or on the Associate Back Office unless another effective date is specified. Modifications may include changes in commission rates and payout structure, payment procedures, and Associate program rules. Associate reaffirms the Acceptance of this Agreement with Axey, as modified, by Associate’s continued participation in the Associate program. Such continued participation shall include, but not be limited to, continued use of Associate Link, use of Associate Back Office or use of Personal Website, and when accepting, endorsing or negotiating the monthly compensation payments issued and delivered by Axey to the Associate.

H.10 Entire Agreement This Associate Terms and Conditions Agreement, as stated herein and as amended or modified from time to time hereinafter, supersede any and all other agreements, either oral or in writing, between Axey and the Associate with respect to the matters stated herein. This Agreement, including any and all other documents incorporated herein by reference, contains all of the covenants and agreements between the parties with respect thereto. The terms and conditions of this Agreement may be amended or modified by Axey at any time. Any such amendments or modifications shall become effective immediately upon Axey’s posting on the Association Website unless another effective date is specified. Each and every Associate reaffirms the Acceptance of this Agreement with Axey upon each and every occasion that the Associate exercises use of the Personal Website and, specifically, when the Associate receives the monthly compensation delivered by Axey to the Associate. This copy of Terms and Conditions is for reference only. If you decide to join the Association, you will be presented with these Terms and Conditions again, and at that point will have to click a checkbox indicating your acceptance of these Terms and Conditions before joining Axey Association.
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