Axis Payroll Online Tax Pro Affiliate Terms and
This Terms and Conditions
Agreement ("Agreement") is made by and agreed to between Axis Payroll Inc,
located at I Hasbrouck Road, Apt A, Garnerville, NY 10923, and you ("You"). As
an application service provider, Axis Payroll Inc facilitates "Performance
Marketing Programs" by providing services ("Network Service") via the Internet.
A "Performance Marketing Program" ("Program") is where a person, entity,
affiliate or its agent, operating "Web site(s)" (internet domain, or a portion
of a domain) and/or other promotional methods to drive traffic to another's Web
site or Web site content ("Publisher") may earn financial compensation
("Payouts") for "Transactions" (actions by Visitors as defined by the
Advertiser) referred by such Publisher via an action made by a "Visitor" (any
person or entity that is not the Publisher or the Publisher's agent) through an
Internet connection ("Link") to a Web site or Web site content operated by
another person or entity ("Advertiser") from an Advertiser authorized
promotional method used by such Publisher. The Advertiser compensates the
Publisher, in accordance with this Agreement and the Program Payout
Participation in Programs.
(a) Acceptance by Advertiser. During this Agreement You may apply to
Advertiser Programs for the opportunity to earn Payouts by promoting Advertisers
in accordance with the Advertiser's Program terms and complying with this
Agreement. Upon approval by the Advertiser for acceptance into its Program, You
may display (and remove) Links to Advertiser's Web site or Web site content in
accordance with the Advertiser's Program terms and this Agreement. An
Advertiser's acceptance of you extends only to the entity, or individual, that
enters into this Agreement with AXIS PAYROLL.
(b) Program Terms. The details of an Advertiser's Program shall be
available through the Network Service. Transactions qualifying for a Payout are
defined by the Advertiser. Advertisers may change any Payout rate upon no less
than 7 days written notice through the Network Service with effect from the 8th
day (or such later date as specified by Advertiser).
(c) Additional Terms. Publishers and Advertisers may enter into direct
contractual relationships through the apply to join process in the form of a
click-through agreement hosted by AXIS PAYROLL (â€œClick-through Agreementâ€? or in
the form of an offer made to You by Advertiser via the members' area on the
Network Service (â€œOfferâ€?. It is your obligation to review and accept or decline
a Click-through Agreement or Offer when such is presented to you. If accepted by
you, compliance with the Click-through Agreement or Offer is solely your
responsibility. The terms and conditions of the Click-through Agreement or Offer
may supersede or conflict with this Agreement and shall apply only with respect
to your relationship with that particular Advertiser.
(d) Prohibited Uses of Links.
Locations. You may not place Links to an Advertiser's Web site or Web
site content in third party newsgroups, message boards, blogs, unsolicited email
and other types of spam, link farms, counters, chat rooms, or guest books.
Publishers using IRC channels, instant messages or similar Internet resources
must designate their program as special requiring manual review and acceptance
by the Advertiser.
(ii) Non-Bona Fide Transactions. You must promote Advertisers such that
you do not mislead the Visitor, and such that the Links deliver bona fide
Transactions by the Visitor to Advertiser from the Link. You shall not cause any
Transactions to be made that are not in good faith, including, but not limited
to, using any device, program, robot or hidden frames. You may or may not be
compensated for Transactions where you or your agents are the Visitor. Multiple
Leads from the same individual, entity or IP address may be considered non-bona
fide Transactions. You shall not earn Payouts for non-bona fide Transactions.
(iii) Infringement. None of Your promotional activities may infringe an
Advertiser's proprietary rights (including but not limited to trademark rights),
Axis Payrollâ€™s proprietary rights, or a third party's proprietary rights.
(e) Updating Links. If
Links to Advertiser are not dynamically updated through the Network Service,
upon notification you are obligated to update an Advertiser's Links in order to
Publisher Obligations to AXIS PAYROLL.
(a) Accurate and Up-to-Date Information. You agree to provide Axis
Payroll and Advertiser with accurate information about you and your promotional
methods, and to maintain up-to-date â€œAccountâ€?information (such as Contact
Information, Telephone Numbers, Web sites, Domain Name and Sub-domains used,
etc.). In Your Account, You must accurately, clearly and completely describe all
promotional methods by selecting the appropriate descriptions and providing
additional information when necessary. Some promotional methods will be
designated by the system as â€œspecialâ€? Special programs are linked to
promotional methods and practices considered unique and require manual approval
and acceptance by the Advertiser. Axis Payroll Inc reserves the right to define
any program as special.
(b) Use of Links. You represent and warrant that all promotional means
used by You will not contain objectionable content (including but not limited to
content that is misleading, libelous, defamatory, obscene, violent, bigoted,
hate-oriented, illegal, and/or promoting illegal goods, services or activities),
and that You will not mislead others.
You agree to:
- use ethical and
legal business practices,
- comply with the
Advertisers' Program terms and this Agreement,
- maintain a privacy
policy on Your Web site and for any non-Web site based promotional method
made available to Visitors, and
- Designate Your
Publisher Account as â€œspecialâ€?if you promote an Advertiser's by any means
other than displaying a Link to the Advertiser on Your Web site.
AXIS PAYROLL must approve all of
your promotional activities and may deem your promotional activities
inappropriate and a material breach of this Agreement in Axis Payrollâ€™s sole
discretion. Our network quality department reviews publisher conduct and any
suspected fraudulent, abusive or otherwise illegal content or activity by You
through Your promotional methods, or that is perpetrated through use of the
Network Service, is grounds for immediate termination of this Agreement or
deactivation of Your Account.
(c) Promotional Methods. You represent and warrant that You will not
engage in and/or facilitate spamming, indiscriminate advertising or unsolicited
commercial email or otherwise fail to comply with the CAN SPAM Act of 2003
(Public Law 108-187 or any successor legislation), and/or any other laws and/ or
regulations that govern email marketing and/or communications. You represent and
warrant that you will not engage in pop-up or pop-under advertising using any
means involving third party properties and/or services (software). Pop up/under
are acceptable on a first party basis only when triggered by your site content
/site visit or by downloadable software applications for which you are the
owner/operator. Pop up/under delivered through downloadable software cannot
engage in means that force clicks or perform redirects, or pop over a
pay-per-click listing or natural search results.
Pop up/under must honor the Axis
Payroll Publisher Code of Conduct requirements (as such requirements may be
modified from time to time), including but not limited to:
- end-user agreement
- afsrc=1 (URL-parameter)
prohibiting usurpation of a Transaction that might otherwise result in a
Payout to another Publisher (e.g. by purposefully detecting and forcing a
subsequent click-through on a link of the same Advertiser) and
with competing advertiser/ publisher referrals.
(d) Personally Identifiable
Information of Visitors. You represent and warrant that you will not enable
the Tracking Code to collect personally identifiable information of Visitors
that would allow Axis Payroll Inc to personally identify Visitors.
comply with all laws and regulations regarding the privacy of Visitor
information, be commercially reasonable, and fully and accurately disclose your
collection and use of Visitor information. You must fully and accurately
disclose your use of third party technology, including Axis Payrollâ€™s tracking
(f) Applicable Codes and Code Maintenance. In order for Axis Payroll to
record the tracking of Visitors' Transactions resulting from clicks on Links to
Advertisers promoted by You, You must include and maintain an Axis Payroll
â€œTracking Codeâ€?within the Advertiser's Links. All Advertiser Links and all
advertisements ("Ad Content") must be in a Network Service compatible format.
(g) Usage and Security of Account. You shall be responsible for all usage
and activity on your account and for loss, theft or unauthorized disclosure of
your password (other than through Axis Payrollâ€™s negligent or willful conduct or
omission). You shall provide Axis Payroll with prompt written notification of
any known or suspected unauthorized use of Your Account or breach of the
security of Your Account.
3. Axis Payrollâ€™s Online Tax Pro
(a) Tracking Transactions and Payouts. AXIS PAYROLL shall determine
(where possible) actual Payouts that should be credited to Your Account. AXIS
PAYROLL may, in Axis Payrollâ€™s sole discretion, apply an estimated amount of
- You are referring
Visitors to Advertiser as verified by clicks through Links to Advertiser
with Axis Payroll Tracking Code,
- where there is an
error in Advertiser's transmission of Tracking Code data to Axis Payroll,
- where Axis Payroll
is able to utilize a historical analysis of Your promotion of Advertiser to
determine an equitable amount of estimated Payouts.
(b) Charge-backs. An
Advertiser may apply, or Axis Payroll may apply, a debit to Your Account in an
amount equal to a Payout previously credited to Your Account in circumstances
- product returns;
- duplicate entry or
other clear error;
- non-bona fide
- non-receipt of
payment from, or refund of payment to, the Visitor by the Advertiser; or
- Publisher failure
to comply with Advertiser's Program terms or other agreement with Advertiser
may be applied to your Account at any time, including previous payment cycles.
(c) Access to Tracking and Reporting Tools. AXIS PAYROLL shall provide
you with access to tracking and reporting tools, and to support services. From
time to time Axis Payroll may offer optional services for a fee. Fees for such
optional services are at Axis Payrollâ€™s then-current published rates or as may
be quoted by Axis Payroll, and are payable in advance or may be off-set against
your positive Account balance (at Axis Payrollâ€™s discretion). Tracking detail
regarding Visitor Transactions is not available on a real-time basis for all
Advertisers and there may be reporting delays regarding Transactions for some
Advertisers. Axis Payroll may make available, for fees that Axis Payroll shall
publish from time-to-time, enhanced reporting capabilities and other services
that are not included in the standard Network Service.
(d) Support. Support for your program is available on-line through the
"Contact Us" area in the AXIS PAYROLL Account Manager, which allows you to
categorize and describe your issue. Online help also allows you to check the
status of all issues through the "Check Question Status" feature. Phone support
may also be available during operating hours, except holidays.
(e) Facilitating Payment of Payouts. Subject to other provisions in this
Agreement, AXIS PAYROLL shall credit Your Account with a Payout for each
qualifying Transaction in accordance with the Advertiser's Payout rate and
Program terms for the relevant Transaction. On the 1st day of each calendar
month, AXIS PAYROLL will issue to you any positive balance in Your Account for
Transactions reported for the previous month, provided Your Account balance
exceeds the required â€œMinimum Account Balance.â€?AXIS PAYROLL shall have no
obligation to make payment of any Payouts for which AXIS PAYROLL has not
received payment from the relevant Advertiser of all monies due to AXIS PAYROLL
(including for all Payouts owed by such Advertiser to all of such Advertiser's
Publishers). If AXIS PAYROLL elects, in its own discretion, not to make payment
to you for amounts not received from an Advertiser, those amounts shall not be
included in the Minimum Balance Amount. Your recourse for any earned Payouts not
paid to you shall be to make a claim against the relevant Advertiser's, and AXIS
PAYROLL disclaims any and all liability for such payment. You may elect to
receive payment in any of the currencies that AXIS PAYROLL supports (as may be
amended by AXIS PAYROLL). The conversion rate shall be determined in accordance
with Axis Payrollâ€™s operating standards using the rates prevailing upon the date
that payment is made to you, or upon the basis of historical conversion rates if
rates are unavailable. The number or amount of Transactions, credits for
Payouts, and debits for Charge-backs, as calculated by AXIS PAYROLL, shall be
final and binding on you.
(a) Linking to Advertisers. For each Advertiser's Program that you have
been accepted to, the Advertiser is granting to you the right to display and
Link to the Advertiser's Web site or Web site content in accordance with the
Advertiser's Program terms for the limited purposes of promoting the
Advertiser's Program, subject to the terms and conditions of this Agreement.
Your use of the Link signifies your agreement to refrain from copying or
modifying any icons, buttons, banners, graphics files or content contained in
the Link, including but not limited to refraining from removing or altering any
copyright or trademark notices. As between AXIS PAYROLL and Publisher, AXIS
PAYROLL owns all rights in and to all information regarding the Visitors that
you refer to Advertisers through AXIS PAYROLL.
(b) Axis Payrollâ€™s Use of Your Marks. You authorize AXIS PAYROLL to
utilize your trademarks, service marks, trade names, and/or copyrighted material
that You provide to AXIS PAYROLL through Your Account to promote Your
participation in the Network Services.
(c) Your Use of Axis Payroll's Proprietary Rights. You agree that your
use of any AXIS PAYROLL Web site (such as
http://www.www.fcddybc168.com.cn/tax ) and Your use of any AXIS PAYROLL
trademarks, service marks, trade names, and/or URLs is subject to the license
explicitly agree not to adopt or use in any manner any trademarks, service
marks, trade names, and/or URLs that are the same or confusingly similar to, or
are combined with, those of AXIS PAYROLL.
(d) Retention of Rights. All proprietary rights of Advertisers, You, and
AXIS PAYROLL, and all goodwill arising as a result of such rights, inure to the
benefit of such owner.
(e) No Challenge to Axis Payrollâ€™s/Advertiser's Proprietary Rights. You
acknowledge that You obtain no proprietary rights in Axis Payrollâ€™s trademarks,
service marks, trade names, URLs, copyrighted material, patents, and patent
applications, and agree not to challenge Axis Payrollâ€™s proprietary rights. You
acknowledge that you obtain no proprietary rights in Your Advertisers'
proprietary rights, and agree not to challenge such Advertiser's proprietary
(a) Obligations. You or AXIS PAYROLL may provide the other with
information that is confidential and proprietary to that party or a third party,
as is designated by the disclosing party or that is reasonably understood to be
proprietary and/or confidential ("Confidential Information"). The receiving
party agrees to make commercially reasonable efforts, but in no case no less
effort than it uses to protect its own Confidential Information, to maintain the
confidentiality of and to protect any proprietary interests of the disclosing
party. Confidential Information shall not include (even if designated by a
- that is or becomes
part of the public domain through no act or omission of the receiving party;
- that is lawfully
received by the receiving party from a third party without restriction on
use or disclosure and without breach of this Agreement or any other
agreement without knowledge by the receiving party of any breach of
fiduciary duty, or
- that the receiving
party had in its possession prior to the date of this Agreement. Upon
termination of this Agreement, You must destroy or return to CJ any
Confidential Information provided by AXIS PAYROLL to you under this
(b) Provision of Info to
Advertisers/Third Parties. You agree that AXIS PAYROLL may, but is not
obligated to, provide Your email address(es) and basic Publisher Account detail
(including but not limited to Your address, phone and fax number, Web site name,
the date the website or subscription email first entered into operation, and
visitor demographics) to Advertisers. AXIS PAYROLL may provide any and all
Visitor, Transaction and/or Tracking Code data to the Advertiser to which you
referred such Visitor, and to any third party in Axis Payrollâ€™s sole discretion,
including but not limited to all regulatory, legislative and judicial bodies,
and pursuant to allegations and claims of proprietary rights infringement. AXIS
PAYROLL reserves the right to be able to utilize Tracking Code data provided to
it, which may include: information about your performance statistics, to analyze
Network Service trends, monitor Network Service efficiencies, maintain the
integrity of the tracking code, promote Network Service capabilities and
efficiencies, and promote you and Your Web performance to Advertisers.
Term, Termination, Deactivation and Notices.
(a) Term. This Agreement shall commence upon Your indication that You
have accepted this Agreement by providing the required information and â€˜clicking
through' the acceptance button on the AXIS PAYROLL Web site and shall continue
until terminated in accordance with the terms of this Agreement. This Agreement
may be terminated by either party upon 15 days notice. This Agreement may be
terminated immediately upon notice for your breach of this Agreement. Your
Account may be deactivated during investigation of breach of this Agreement. If
this Agreement is terminated based upon Your breach, You shall not be eligible
to enter into a new click-through Publisher Service Agreement with AXIS PAYROLL,
and any attempt to do so shall be null and void.
(b) Termination by Advertiser. An Advertiser may terminate you, one of
Your Web sites, or Your ability to use a promotional method, from the
Advertiser's Program for any or no reason, upon 7 days written notice with
effect from the 8th day. Additionally, Advertiser may terminate You from the
Advertiser's Program for breach of a third party's proprietary rights, and/or
diluting, tarnishing or blurring an Advertiser's trademarks, trade names, and/or
service marks, or for Your material breach of the Advertiser's Program terms or
of this Agreement.
(c) Termination or Deactivation by AXIS PAYROLL. AXIS PAYROLL may
terminate You, one of Your Web sites, or Your use of a promotional method, from
an Advertiser's Program, at any time in Axis Payrollâ€™s sole discretion. Breach
of any Section of this Agreement is cause for immediate termination from an
Advertiser's Program and/or termination of this Agreement, and may result in
Chargeback of one or more Payouts. AXIS PAYROLL may temporarily deactivate or
terminate Your Account if: (i) You or Your agent are responsible for the
improper functioning of Ad Content, or if You otherwise interfere with and/or
fail to maintain the Tracking Code; (ii) Your Account has not been logged into
and/or there have been no Transactions credited to Your Account for any 30 day
period; (iii) You maintain a negative balance in Your Account; (iv) AXIS PAYROLL
determines You are diluting, tarnishing or blurring Axis Payrollâ€™s proprietary
rights; (v) You begin proceedings to challenge Axis Payrollâ€™s proprietary
rights; or (vi) a third party (including a AXIS PAYROLL Advertiser) disputes
Your right to use any Link, domain name, trademark, service mark, trade dress,
or right to offer any service or good offered on Your Web site, or through any
of Your promotional means. Upon termination of this Agreement, or in case of
deactivation of Your Account, You shall no longer accrue Payouts in Your
Account, including but not limited to subsequent sales and/or Leads for
click-through that occurred prior to termination.
(d) Termination of Programs and Offers. Programs and Offers may be
discontinued at any time.
(e) Notices. Except as provided elsewhere herein, both parties must send
all notices relating to this Agreement to:
- for AXIS PAYROLL,
via registered mail, return receipt requested or via an internationally
recognized express mail carrier to Axis Payroll Inc, 1 Hasbrouck Road, Apt
A, Garnerville, NY 10923 (effective upon actual receipt); and,
- for You, at the
email or physical address listed on Your Account (effective upon sending as
long as AXIS PAYROLL does not receive an error message regarding delivery of
the email) or five (5) days after mailing).
(f) Post-termination. Upon
termination of this Agreement, any outstanding payments shall be paid by AXIS
PAYROLL to you within 90 days of the termination date, and any outstanding debit
balance shall be paid by you to AXIS PAYROLL within 30 days of termination of
this Agreement. All payments are subject to recovery for Charge-backs. Upon
termination of this Agreement, any permission granted under this Agreement will
terminate, and you must immediately remove all Links to Advertiser's).
Provisions of this Agreement that by their nature and context are intended to
survive the termination of this Agreement shall survive the termination of this
Agreement to the extent that and as long as is necessary to preserve a party's
rights under this Agreement that accrued prior to termination.
Representations, Warranties, Disclaimers and Limitations.
(a) Business Operations. Each party will make reasonable commercial
efforts to keep its Web site operational during normal business hours. However,
the parties agree that it is normal to have a certain amount of system downtime
and agree not to hold each other or Your Advertisers liable for any of the
consequences of such interruptions. AXIS PAYROLL may modify the Network Service,
or discontinue providing the Network Service, or any portion thereof, at any
(b) Authority. Each party represents and warrants to the other party as
to itself that the person executing this Agreement is authorized to do so on
such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT
YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
(c) Non-infringement Warranties. You represent and warrant that: (i) You
have all appropriate authority to operate, and to any and all content on, Your
Web site(s); (ii) You have all appropriate authority in any promotional method
you may choose to use; (iii) Your Web site(s) and Your promotional methods do
not and will not infringe a third party's, an AXIS PAYROLL Advertiser's, or Axis
Payrollâ€™s, proprietary rights; and (iv) You shall remain solely responsible for
any and all Web sites owned and/or operated by You and all of Your promotional
methods. AXIS PAYROLL may or may not review all content on Your Web site or used
by you in your promotional methods.
(d) Compliance with Laws. You are responsible for compliance with the
requirements of all relevant legislation (including subordinate legislation and
the rules of statutorily recognized regulatory authorities) in force or
applicable in the United States or in any other applicable territory, and
warrant that no promotion method used by You or the content of Your Web site(s)
will render AXIS PAYROLL liable to any proceedings whatsoever.
(e) Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF AXIS
PAYROLL UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID
TO YOU BY AXIS PAYROLL UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM.
NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS
AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE
THAT AXIS PAYROLL SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT
NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER OR AN ADVERTISER OF THE NETWORK
SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE
DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS
INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES OR CLAIM.
(f) Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT
TO APPLICABLE LAW, AXIS PAYROLL DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT
NOT LIMITED TO,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
- THAT THERE ARE NO
VIRUSES OR OTHER HARMFUL COMPONENTS,
- THAT AXIS
PAYROLL'S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS,
ACCURACY, OR RELIABILITY, OR
INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER'S INFORMATION OR WEB SITE.
ALL 'INFORMATION' AND 'COMPUTER
PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL
FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY,
AND EFFORT IS WITH YOU. AXIS PAYROLL IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR
THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR PUBLISHER, OR SUCH
ADVERTISER OR PUBLISHER'S WEB SITE(S), AND/OR THE CONTENT OF AN ADVERTISER'S WEB
SITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE NETWORK SERVICE.
(g) Remedies. No remedy or election shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in equity.
(h) Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 7 ARE AN
ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.
Publisher's Indemnification Obligations.
Publisher shall defend, indemnify and hold AXIS PAYROLL and Advertisers
harmless against all claims, suits, demands, damages, liabilities, losses,
penalties, interest, settlements and judgments, costs and expenses (including
attorneys' fees) incurred, claimed or sustained by third parties, including but
not limited to Advertisers, directly or indirectly as a result of
- Publisher's breach
of or non-compliance with this Agreement,
violation of any law, or an alleged violation of law by AXIS PAYROLL, that
is a direct or indirect result of Publisher's use of the Network Service,
- Publisher's use of
the Network Service,
participation in any Program,
- any content, goods
or services offered, sold or otherwise made available by Publisher to any
- Publisher's acts
or omissions in using, displaying or distributing any internet links
obtained from the Network Service or elsewhere, including but not limited to
Publisher's use of internet links via email distribution,
- any claim that
AXIS PAYROLL is obligated to pay tax obligations in connection with payment
made to Publisher pursuant to this Agreement and/or any Advertiser's
- any violation or
alleged violation by Publisher of any rights of another, including breach of
a person's or entity's intellectual property rights (each (a)-(h)
individually is referred to hereinafter as a "Claim").
Should any Claim give rise to a
duty of indemnification under this Section 8, CJ shall promptly notify
Publisher, and AXIS PAYROLL shall be entitled, at its own expense, and upon
reasonable notice to Publisher, to participate in the defense of such Claim.
Participation in the defense shall not waive or reduce any of Publisher's
obligations to indemnify or hold AXIS PAYROLL harmless. Publisher shall not
settle any Claim without Axis Payrolls prior written consent. Publisher also
shall indemnify for any reasonable attorneys' fees or other costs incurred by an
indemnified party in investigating or enforcing this Section 8. In the context
of this Section 8 only, the term â€œAXIS PAYROLLâ€?shall include officers,
directors, employees, corporate affiliates, subsidiaries, agents, and
(a) Headings and References. Headings of Sections are for the convenience
of reference only. Words indicated in quotes and capitalized signify an
abbreviation or defined term for indicated words or terms, including those
definitions contained in the opening paragraph.
(b) Third Party Disputes. In the event of a third party claim against
Axis Payrollâ€™s intellectual property; or
against Axis Payrollâ€™s right to offer
any service or good on Axis Payrollâ€™s Web site(s) or if, in Axis Payrollâ€™s
opinion, such a claim is likely, AXIS PAYROLL shall have the right, at its sole
option and in its sole discretion, to (i) secure the right at Axis Payrollâ€™s
expense to continue using the intellectual property or good or service; or (ii)
at Axis Payrollâ€™s expense replace or modify the same to make it non-infringing
or without misappropriation.
(c) Relationships of
Parties/Third Party Rights. The relationships of the parties to this
Agreement shall be solely that of independent contractors, and nothing contained
in this Agreement shall be construed otherwise. Nothing in this Agreement or in
the business or dealings between the parties shall be construed to make them
joint ventures or partners with each other. Neither party shall do anything to
suggest to third parties that the relationship between the parties is anything
other than that of independent contractor. You agree that your consent is not
necessary to modify any Advertiser Service Agreement.
(d) Choice of Law/Attorneys' Fees. This Agreement is governed by the laws
of the State of Maryland (USA), except for its conflict of law provisions. The
exclusive forum for any actions related to this Agreement shall be in the state
courts and, to the extent that federal courts have exclusive jurisdiction, in
Towson, Maryland. The parties consent to such venue and jurisdiction and waive
any right to a trial by jury. The application of the United Nations Convention
on the International Sale of Goods is expressly excluded. A party that primarily
prevails in an action brought under this Agreement is entitled to recover from
the other party its reasonable attorneys fees and costs. AXIS PAYROLL controls
and operates its Web site from its offices in the USA and access or use where
illegal is prohibited.
(e) Force Majeure. Neither party shall be liable by reason of any failure
or delay in the performance of its obligations hereunder for any cause beyond
the reasonable control of such party, including but not limited to electrical
outages, failure of Internet service providers, default due to Internet
disruption (including without limitation denial of service attacks), riots,
insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes,
explosions, and other acts of God.
(f) Severability/Waiver. If any provision of this Agreement is held by
any court of competent jurisdiction to be illegal, null or void or against
public policy, the remaining provisions of this Agreement shall remain in full
force and effect. The parties shall in good faith attempt to modify any
invalidated provision to carry out the stated intentions in this Agreement. The
waiver of any breach of any provision under this Agreement by any party shall
not be deemed to be a waiver of any preceding or subsequent breach, nor shall
any waiver constitute a continuing waiver.
(g) Assignment and Acknowledgement. Neither party may assign this
Agreement without the prior express written permission of the other party.
Notwithstanding the foregoing, your consent shall not be required for assignment
or transfer made by Axis Payroll Inc
- due to operation
of law, or
- to an entity that
acquires substantially all of Axis Payrollâ€™s stock, assets or business, or
- to a related
entity (e.g. parent or subsidiary of parent).
Your use of the Network Service
is irrefutable acknowledgement by you that you have read, understood and agreed
to each and every term and provision of this Agreement. AXIS PAYROLL may
establish from time to time rules and regulations regarding use of the Network
Service as published on the Network Service and incorporated herein.
(h) Marketing. Publisher agrees that Axis Payroll Inc may identify it as
a Axis Payrollâ€™s Publisher in client lists and may use Publisher's name and/or
logo solely for such purpose in its marketing materials. Any other uses of
Publisher's name and/or logo not otherwise described or contemplated herein
shall require Publisher's prior written consent.
(i) Entire Agreement, Assignment and Amendment. This Agreement, including
the Introduction, contains the entire understanding and agreement of the parties
and there have been no promises, representations, agreements, warranties or
undertakings by either of the parties, either oral or written, except as stated
in this Agreement. This Agreement may only be altered, amended or modified by
Axis Payroll Inc provided a need arises. No interlineations to this Agreement
shall be binding unless initialed by both parties. Notwithstanding the
foregoing, Axis Payroll shall have the right to change, modify or amend
("Change") this Agreement, in whole or in part, by posting a revised Agreement
at least 14 days prior to the effective date of such Change. Your continued use
of the Network Service after the effective date of such Change shall be deemed
your acceptance of the revised Agreement.
IF YOU ARE AN INDIVIDUAL, YOU
REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE
DATE OF THIS AGREEMENT.
Axis Payroll Online Tax Pro,
Attn: Affiliate Terms and Conditions
1 Hasbrouck Road, Apt A
Garnerville, NY 10923
Affiliate Terms |Tax