Secure-eBook Affiliate Program Agreement

This version is in force since June 3rd, 2007

1. YOUR ACCEPTANCE OF THIS AGREEMENT
This is an agreement between You and Novisoft, and governs the obligations and liability of Novisoft as the Secure-eBooktm Affiliate Program owner and your rights and liability as Affiliate of the Secure-eBook Affiliate Program.

2. DEFINITIONS

Novisoft: means 9029-9868 Quebec Inc., having its place of business at 2810, St-Martin East, Office 105, Laval, Quebec, Canada, H7E 4Y6.

You: means the individual or legal entity who wishes to become a member of Novisoft's Secure-eBook Affiliate Program.

Affiliate: means the individual or legal entity who wishes to become a member of Novisoft's Secure-eBook Affiliate Program.

Secure-eBook Web Site: means the Web site www.secure-ebook.com, property of Novisoft.

Affiliate Program, Secure-eBook Affiliate Program: means the affiliate program for Secure-eBook offered by Novisoft.

Affiliate Link: means the hyperlink in HTML format or script provided by Novisoft that the Affiliate must put on his Web site to redirect his visitor to the Secure-eBook Web Site.

3. JOINING OUR AFFILIATE PROGRAM
To join, You must fill the Secure-eBook Affiliate Program application form with all the requested information, in a complete and truthful way. You must accept to keep that information up-to-date when required. Novisoft is not liable of the accuracy, of the honesty, and of the appropriateness of the information You are providing.

To join the Affiliate Program, You must be at least 18 years old or be a legal entity.

4. APPLICATION REQUEST ACCEPTANCE
On reception of your application request to join the Secure-eBook Affiliate Program, Novisoft will evaluate your application request and will send You a confirmation of your acceptance or a declination of your application request.

If Novisoft accepts your application request, You then become an Affiliate of the Secure-eBook Affiliate Program. You will then receive the following by e-mail:

  • A confirmation of your acceptance
  • The link to the Secure-eBook Affiliate Program with the information required to get in your account. Through your account, you will get statistics about visitors You sent to the Secure-eBook Web Site and sales generated from those visitors.

5. AFFILIATE LINK AND AFFILIATE CODE
To track efficiently visitors You send to the Secure-eBook Web Site and in order to properly calculate your commission on sales, Novisoft will give You a unique affiliate code and access to promotional tools, like banners and texts that you will be able to show on your promotional Web sites and tools.

You are entirely responsible to correctly use your Affiliate Link and affiliate code. You may not modify your Affiliate Link or affiliate code; doing so could result in sales made by visitors sent by You to not being resgistered in your account and no commissions would be payable to You, without any right of review against Novisoft. Only sales made by visitors having clicked on your Affiliate Link displayed on your Web site and containing your affiliate code will grant You the commission allowed by the current agreement.

You accept that, by taking part to the Affiliate Program and by displaying your Affiliate Link on your Web site, Novisoft will receive information about your visitors and your Web site. By participating to the Affiliate Program, you authorize Novisoft to receive, store and use that information to efficiently manage the Affiliate Program.

6. VISITORS TRACKING USING 'COOKIES'
When a visitor clicks on your Affiliate Link to reach the Secure-eBook Web Site, a 'cookie' containing your affiliate code is placed on his computer. When that visitor decides to create an account on the Secure-eBook Web Site and buy an activation pack, the system looks for that 'cookie' in order to decide which Affiliate that account will be linked to. For an account to be linked to You, 'cookies' must be allowed on the visitor's computer; if not, the Affiliate Program system will try to track the visitor using his connection IP address. An account will be linked to the first Affiliate who sent the visitor to the Secure-eBook Web Site.

7. RULES TO FOLLOW WHEN PROMOTING THE SECURE-EBOOK WEB SITE
When promoting the Secure-eBook Web Site on your Web site and promotion tools using your Affiliate Link and affiliate code, you must respect the following rules:

Promotional Material
Novisoft provides You with promotional material like logos and banners helping you promote Secure-eBook. Novisoft does not allow You to use any other material coming from the Secure-eBook Web Site to promote Secure-eBook, except resources especially designed for the Affiliates and specificaly identified for that purpose.

Keywords Campaigns
If You use pay-per-click campaigns to promote Secure-eBook on Web search engine like Google (Adwords), Yahoo, MSN, etc., You are not allowed to send visitors directly to the Secure-eBook Web Site. When using pay-per-click campaigns, You must send visitors to your own Web site. Also, when using pay-per-click campaigns, You may not use the terms "Novisoft" or "Secure-eBook" in the texts You display on the Web search engines.

Pop-Up Windows
You may use advertising pop-up windows on your Web site to promote the Secure-eBook Web Site. However, you are not allowed to promote the Secure-eBook Web Site using pop-under windows and opening one or more Web browser windows on the visitor's computer under your Web site page.

Spamming Activities
You may not post your Affiliate Link on a third party Web site like user groups, forums, blogs, IRC, instant messaging or similar resources, except if You were explicitly invited to do so or if You are answering a related question or contributing to a related subject or discussion. You may send promotional e-mails including your Affiliate Link only if they are sent to recipients You know or with whom You have some kind of relation (like your Web site visitors), or to recipients who explicitly agreed to be solicitated or who deliberately asked to be added to an opt-in list. Your e-mails must clearly indentify your name or your organization name. Also, your e-mailing activities must respect the laws and rules effective in your country and in the country where You are sending e-mails.

Novisoft does not tolerate, under any consideration, the sending of unsolicited e-mails (SPAM) promoting or refering to the Secure-eBook Web Site or to Novisoft.

Identity Theft
Whether on your Web site or anywhere else or when sending e-mails, You are not allowed to promote the Secure-eBook Web Site using misleading advertising hiding your identity or borrowing the identity or personifying the Secure-eBook Web Site, Novisoft or its administrators or any other person who is not yourself.

You may not register domain names that could get confused with Secure-eBook.com or Novisoft.com.

If we judge that You do not respect one of the rules related to Spamming Activities or Identity Theft, your Affiliate status will be immediately terminated and no due commissions will be paid for your account.

8. PURCHASE PROCESS LIABILITY
The Secure-eBook purchase process is exclusively done from the Secure-eBook Web Site. Novisoft is responsible of the whole purchase process, of the payments collection, of the account cancellations and of the customer service.

9. CUSTOMER OWNERSHIP
All customers coming from your Web site using your Affiliate Link who activate an account with Secure-eBook will be deemed to be a Novisoft customer.

10. COMMISSIONS PAYABLE BY NOVISOFT - FIRST TIER
Novisoft will give You a percentage in commission on the amount before taxes from purchases made by visitors You refered from your Web site or from your promotions using your Affiliate Link with your affiliate code. The percentage paid in commission will be based on the following table:

Affiliate Category Number of referred clients(1) Commissions
Normal Affiliates Below 25 15%
Intermediate Affiliates 25 to 99 20%
Expert Affiliates 100 to 499 25%
Professional Affiliates 500 to 999 30%
Super Affiliates 1 000 and over 35%
(1) Referred clients must make a purchase before they are taken into account

You will get your commissions everytime the customer You refered buys new Secure-eBook Activations, and that from the date the customer activated his Secure-eBook account to two years after the account activation date. No commission will be paid to You if your visitor activates his Secure-eBook account from the Secure-eBook Web Site without having used your Affiliate Link from your Web site or other promotions.

If Novisoft must refund or credit an amount of money to your visitor, or pay chargeback fees to the credit card company, the commission You would have received on that amount or the chargeback fees total amount will be deducted from your other payable commissions.

You may not receive commissions from purchases made by You, members of your immediate family or individuals from your organization.

11. COMMISSIONS PAYABLE BY NOVISOFT - SECOND TIER (SUB-AFFILIATES)
Any individual or organization joining the Affiliate Program who came to the Secure-eBook Web Site using your Affiliate Link with your affiliate code, becomes your sub-affiliate (if he was not already an Affiliate).

Novisoft will give You a 5% commission on the amount before taxes from purchases made by visitors refered by your sub-affiliate from his Web site or from his promotions using his Affiliate Link with his affiliate code. You will get your commissions everytime the customer your sub-affiliate refered buys new Secure-eBook Activations, and that from the date the customer activated his Secure-eBook account to two years after the account activation date. No commission will be paid to You if your sub-affiliate's visitor activates his Secure-eBook account from the Secure-eBook Web Site without having used your sub-affiliate's Affiliate Link from his Web site or other promotions.

If Novisoft must refund or credit an amount of money to your sub-affiliate's visitor, or pay chargeback fees to the credit card company, the commission You would have received on that amount will be deducted from your other payable commissions.

You may not receive commissions from a sub-affiliate if he is a member of your immediate family or an individual from your organization.

You may not receive commissions from purchases made by You, members of your immediate family or individuals from your organization.

12. COMMISSIONS PAYMENT SCHEDULE
Your commissions are payable every month, the last day of the month following the transactions. For example, if a purchase is made September the 22nd, the commission payment will be made October the 31st. The commission payment is made in US dollars by check or by PayPaltm, based on your preference configured in your affiliate account. If the payable commissions amount is lower than 100$ US, the payment is reported to the next month and that, until the minimum payout amount is reached. Checks are sent by Canada Post to the postal address entered in your affiliate account. Your postal address must be verifiable: no checks will be sent to post office boxes.

13. SALES AND INCOME TAXES, LICENSES...
You admit that You are the only one and completely responsible of all obligations and all income and sales tax return and tax payments, licenses, administration fees, etc. to all administrative and governmental instances of your country, related to your participation in the Affiliate Program.

If You or your organization resides in Canada and that You must collect sales taxes, You must provide your GST (Goods and Services Tax), PST (Quebec Product Sales Tax) or HST (Harmonized Sales Tax). No taxes information is required if You or your organization resides outside of Canada.

14. VISITS AND SALES STATISTICS
As an Affiliate, You have access to statistics about visits and sales resulting from the visitors coming from your Web site or promotion tools using your Affiliate Link and your affiliate code. Those statistics are reported in real time and are managed by Novisoft. They are accessible through your Affiliate account.

15. PRICE CHANGES
The prices displayed on the Secure-eBook Web Site may change at any time. Also, some promotions may be effective at any moment. Because those price changes can affect prices displayed on your Web site, You will need to periodically verify the Secure-eBook Web Site and the Affiliates newsletters that Novisoft will send you by e-mail, in order to know the currently effective Secure-eBook prices.

Price changes will directly affect the amount received on your sales since commissions are applied on the effective price at the moment of the sale.

16. RESPONSIBILITY FOR YOUR WEB SITE AND FOR YOUR PROMOTIONAL ACTIVITIES
You are entirely responsible for the development, operation, maintenance and content of your Web site and for your promotions circulation. Consequently, You redeem Novisoft from any responsibilities regarding your Web site and your promotional communications. You accept to defend the Novisoft interests if legal procedures are taken againts Novisoft by a third party presuming a legal fault related to the development, operation, maintenance and content of your Web site and to your promotional activities.

You also accept to indemnify Novisoft from any monetary conviction in capital and interests and any judicial and lawyer fees that Novisoft could incur as a result of a legal procedure againts Novisoft related to the development, operation, maintenance and content of your Web site and to your promotional activities.

17. LICENSE GRANTED BY NOVISOFT
For the duration of this agreement, Novisoft grants You an intransferable, non-exclusive and revocable license to use the logos, banners and all resources specifically proposed to Affiliates and that, only in order to:

  • identify yourself as a Secure-eBook Affiliate on your Web site
  • pre-sell Secure-eBook products
  • allow your visitors to be directed to the Secure-eBook Web Site.

You may not modify, partially or totally, logos and banners acquired from the Affiliate Program. You must respect at any time the Novisoft's rights, trade marks and copyrights. You may create your own promotions, banners but are always liable to integrate properly your Affiliate Link and affiliate code.

18. RIGHTS GRANTED BY YOU
For the duration of this agreement, You grant to Novisoft the right to use your name, your Web site address and your logo in order to:

  • register and display your information in the affiliate list on the Secure-eBook Web Site
  • promote the Affiliate Program.

19. DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION AND RELEASE Novisoft strives to make your use of the Secure-eBook Web Site and your Affiliate account a useful and enjoyable experience. Nevertheless, Novisoft does not accept any liability for your use of the Secure-eBook Web Site and your Affiliate account. For that reason, the following provisions apply to your use of the Secure-eBook Web Site and your Affiliate account:

DISCLAIMER
THE SECURE-EBOOK WEB SITE AND AFFILIATE ACCOUNT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE HEREBY DISCLAIMED BY NOVISOFT TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU (AND NOT NOVISOFT) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO ANY COMPUTER OR OTHER EQUIPMENT ARISING FROM, CONNECTED WITH, OR RELATING TO YOUR USE OF THE SECURE-EBOOK WEB SITE AND YOUR AFFILIATE ACCOUNT.

THE OPERATION OF THE SECURE-EBOOK WEB SITE AND YOUR AFFILIATE ACCOUNT MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND NOVISOFT'S CONTROL. THE OPERATION OF THE SECURE-EBOOK WEB SITE AND YOUR AFFILIATE ACCOUNT MAY NOT BE CONTINUOUS OR UNINTERRUPTED OR SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED.

NOVISOFT IS UNDER NO OBLIGATION TO VERIFY THE IDENTITY OF USERS OF THE SECURE-EBOOK WEB SITE AND AFFILIATE ACCOUNTS.

THROUGH YOUR USE THE SECURE-EBOOK WEB SITE AND YOUR AFFILIATE ACCOUNT, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER PERSONS. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. NOVISOFT IS NOT A PARTY TO ANY SUCH TRANSACTIONS AND DISCLAIMS ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOVISOFT MAKES NO REPRESENTATION, WARRANTY OR CONDITION THAT:

  • THE SECURE-EBOOK WEB SITE AND YOUR AFFILIATE ACCOUNT WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT AND SOFTWARE
  • THE SECURE-EBOOK WEB SITE AND YOUR AFFILIATE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS
  • THE INFORMATION AVAILABLE ON OR THROUGH THE SECURE-EBOOK WEB SITE AND YOUR AFFILIATE WILL BE ACCURATE, COMPLETE, SEQUENTIAL, OR TIMELY.

AND NOVISOFT DISCLAIMS ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.

LIABILITY EXCLUSION
NOVISOFT WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE SECURE-EBOOK WEB SITE AND YOUR AFFILIATE ACCOUNT BY YOU OR ANY OTHER PERSON AND NOTWITHSTANDING THAT NOVISOFT MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON.

LIABILITY LIMITATION
IN NO EVENT WILL NOVISOFT'S TOTAL LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY EXCEED $25 (CDN) OR THE AMOUNT DUE TO YOU IN COMMISSIONS, WHICHEVER IS LESS.

RELEASE
YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE EACH OF NOVISOFT AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING IN THE ABSENCE OF NEGLIGENCE ON THEIR PART, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF SECURE-EBOOK WEB SITE AND YOUR AFFILIATE ACCOUNT.

ADVICE AND INFORMATION PROVIDED BY NOVISOFT OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY OR CONDITION OR VARY OR AMEND THIS AGREEMENT, INCLUDING THE ABOVE DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION AND RELEASE, AND YOU MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION.

The exclusion of certain warranties and the limitation of certain liabilities are prohibited by legislation in some jurisdictions. Such legislative limitations may apply to You.

The disclaimer, liability exclusion, liability limitation and release in this Agreement\ survive indefinitely after the termination of this Agreement

20. TERMINATION OF THIS AGREEMENT AND THE WEB SITE
If You breach any provision of this Agreement, Novisoft may revoke your access to your Affiliate account and your Affiliate status.

If this Agreement or your Affiliate status is terminated by You or Novisoft for any reason, this Agreement will nevertheless continue to apply and be binding upon You in respect of your prior use of the Secure-eBook Web Site and your Affiliate account and anything connected with, relating to or arising from those matters.

21. GOVERNING LAW AND DISPUTE RESOLUTION
Secure-eBook, the Secure-eBook Web Site and the Affiliate Program are controlled by Novisoft from Laval, Quebec, Canada. This Agreement, your use of the Secure-eBook Web Site, your Affiliate account, and all related matters are governed solely by the laws of the Quebec, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.

Any dispute between Novisoft and You or any other person arising from, connected with or relating to Secure-eBook, the Secure-eBook Web Site, the Affiliate Program, this Agreement or any related matters must be resolved before the Courts of Quebec sitting in the City of Saint-Jérôme, Quebec, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter.

Any claim or cause of action you may have arising from, connected with, or relating to your use of Secure-eBook, the Secure-eBook Web Site, the Affiliate Program, this Agreement, or any related matters must be commenced in a court of competent jurisdiction in the City of Saint-Jérôme, Quebec, Canada, within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statute or law to the contrary.

22. OTHER MATTERS
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of this Agreement and shall not affect the validity and enforceability of any remaining provisions.

The provisions of this Agreement will ensure to the benefit of and be binding upon each of Novisoft and each of their respective successors and assigns and related persons, and You and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Novisoft, which may be withheld in Novisoft's sole discretion. Novisoft may assign this Agreement and its rights and obligations under this agreement without your consent.

No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

You and Novisoft are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of Secure-eBook, the Secure-eBook Web Site or the Affiliate Program.

Any rights not expressly granted by this Agreement are reserved to Novisoft.

This Agreement is subject to change without notice.