AMERI-BRAND SYSTEMS License Agreement

To be registered as a member of AMERI-BRAND SYSTEMS and to use its service, you hereby agree to abide by the terms and conditions contained in this Service Agreement. By clicking on the "I accept the AMERI-BRAND SYSTEMS Service Agreement" link at the bottom of the sign up page you indicate your acceptance of this Agreement. If you do not accept this Agreement, please do not use the AMERI-BRAND SYSTEMS service.

AMERI-BRAND SERVICE AGREEMENT

This Service Membership Agreement (the "Agreement") is made by and between AMERI-BRAND SYSTEMS, and you, as user of the AMERI-BRAND SYSTEMS service ("You" or "Member").

DEFINITIONS

"Advertiser", "Direct Marketer" or "Marketer" means a Web site that rewards Affiliate Partners for placing the Advertiser's Web site link on their sites.

"Affiliate Partner", "Partner" means a site that is rewarded for placing Advertiser links on its site.

"Member" means an Advertiser or Affiliate Partner that uses the Service. A Member may use the Service as an Advertiser, a Affiliate Partner or both.

"Valid Click" is a click from a Affiliate Partner's site to an Advertiser's site that results in the Advertiser's Web page being viewable to the visitor. A Valid Click results in a charge to an Advertiser's account and a credit to a Affiliate Partner's account. A click is deemed valid by the AMERI-BRAND SYSTEMS system when it meets certain criteria as defined in this agreement. This definition of valid click may change without further notification to the Members.

"Valid Lead" means a response generated via a link from an Affiliate Partner's site to an Advertiser's site that results in the Advertiser's Web page form being filled out and submitted by a visitor. A Valid Lead results in a charge to an Advertiser's account and a credit to a Affiliate Partner's account. A Lead is deemed valid by the AMERI-BRAND SYSTEMS system when it meets certain criteria as defined in this agreement. This definition of valid lead may change without further notification to the Members.

"Valid Sale" means a purchase generated via a link from an Affiliate Partner's site to an Advertiser's site that results in the Advertiser's Web page consumating a sale to a visitor. A Valid Sale results in a charge to an Advertiser's account and a credit to a Affiliate Partner's account. A Sale is deemed valid by the AMERI-BRAND SYSTEMS system when it meets certain criteria as defined in this agreement. This definition of valid Sale may change without further notification to the Members.

"Link" means a hyperlink placed on a Affiliate Partner's site that, when clicked on, serves an Advertiser's Web page to the user's browser. The Affiliate link may be in the form of text, a button, a banner or any other acceptable Affiliate format.

"Expiration Date" means the date where your service with AMERI-BRAND SYSTEMS would be terminated.

"Visitor" means any person or web surfer that clicks on an Advertiser's Affiliate placed on a Affiliate Partner's site.

"Pay-out" means the amount per-click, lead, or sale, paid by an Advertiser to a Affiliate Partner and is expressed as "amount"-per-click, lead, or sale. Amounts are expressed in US funds.

Advertisers Portion:

You may post offers to pay Affiliate Partners a specified Pay-out rate in return for Affiliate Partners placing your Link on their site.

Affiliate Portion:

You may place and remove Advertiser Links on your site as you wish.

Advertisers may change or discontinue Pay-outs at any time. You are responsible for determining if a Advertiser has changed or discontinued the Pay-out for a Link You have placed on your site.

AMERI-BRAND SYSTEMS reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In either such case AMERI-BRAND SYSTEMS will notify Members via e-mail, newsletter or the AMERI-BRAND SYSTEMS Web site of such changes, at which time Members may either agree to such changes or withdraw from the Service.

REGISTRATION

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN AMERI-BRAND SYSTEMS:: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, WAREZ SITES ANY OTHER SITES DEEM OBJECTIONABLE BY THE STAFF OF AMERI-BRAND SYSTEMS.

You shall be responsible for maintaining the confidentiality of Your email and password and you are responsible for all usage and activity on Your account, including use of the account by a third party authorized by You to use Your account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by AMERI-BRAND SYSTEMS and referral to the appropriate law enforcement agencies.

ACCEPTED USE OF THE SERVICE

You represent to AMERI-BRAND SYSTEMS that all content you provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or objectionable.

You shall not provide, promote, distribute, place or otherwise publish as a Member of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, multi-level marketing based, abusive, fraudulent or violates any law. As AMERI-BRAND SYSTEMS may not review all information provided by You, You shall remain solely responsible for Your content and Web site.

As a Member, You may not artificially inflate traffic counts to Advertiser site(s) using any device, program, robot or other means. Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done so in such a way that it is not misleading to any Visitor and done so with the intention of delivering Valid traffic in the form of clicks, leads, or sales to the related Advertiser for that Link.

AMERI-BRAND SYSTEMS RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF AMERI-BRAND SYSTEMS. If You are terminated from the Service, AMERI-BRAND SYSTEMS has the right to withhold money You have paid in advance till the end of the Expiration Date.

LIMITED WARRANTY

The Service, its use and the results of such use are provided "as is." TO THE FULLEST EXTENT PERMISSABLE PURSUANT TO APPLICABLE LAW, AMERI-BRAND SYSTEMS DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITITING THE FOREGOING, AMERI-BRAND SYSTEMS SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

AMERI-BRAND SYSTEMS OR ITS SUPPLIERS OR RESELLERS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE AMERI-BRAND SYSTEMS SERVICE OR ANY INFORMATION PROVIDED ON THE AMERI-BRAND SYSTEMS WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF AMERI-BRAND SYSTEMS OR AN AMERI-BRAND SYSTEMS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, AMERI-BRAND SYSTEMS'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

You agree to indemnify AMERI-BRAND SYSTEMS and its directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.

TERM AND TERMINATION

This Agreement shall remain in effect until terminated. This Agreement may be terminated by AMERI-BRAND SYSTEMS or You for any reason or no reason upon five (5) days prior e-mail or written notice, or immediately upon notice of any breach of the provisions of this Agreement. Upon termination, You shall no longer be entitled to use the Service.

FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
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