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Qresolve.com Affiliates Program Agreement : Terms & Conditions
1. Definitions.
 

A.   “Qresolve.com Affiliate Program” shall mean the business relationships governed by this agreement in which Qresolve.com        pays Affiliates for Referred Customers.
B.    “Customer” shall mean those third party individuals and entities not affiliated with YOU who purchase Services from        Qresolve.com.
C.    “Services” shall mean the then current services offered at Qresolve.com’s website at www.Qresolve.com, as modified by         Qresolve.com from time to time.
D.    “Link” shall mean an online banner, textual links and other online advertisements and media that refer Customers to the         Services from YOUR website or other promotional vehicles.
E.     “Referred Customer” shall mean a Customer YOU refer to Qresolve.com as a result of clicking through a Link provided by
         YOU.  A Referred Customer from YOUR website must initiate a Service purchase during the visit to the Qresolve.com
          website that  was a direct referral from YOU, although the completion of that purchase may occur at a later date.
F.     “Advertising” shall mean any graphical, audio or textual elements YOU display promoting the Services through which a         Customer may be referred to Qresolve.com.
G.    “Email Advertising” shall mean any Advertising contained within an email message.
H.    “Qresolve.com Site” shall mean the website currently located at http://www.Qresolve.com, as modified by Qresolve.com
         from time to time, and any other site made available to YOU by Qresolve.com for use in Advertising.

2. Terms and Termination.
 

A.   YOU agree that this Agreement becomes effective once YOU have submitted YOUR application to the Qresolve.com Affiliate       Program and agreed to the terms and conditions. This Agreement will continue in effect until it is terminated in accordance
      with this Section.
B.   YOU may terminate this agreement for any reason at any time by notifying Qresolve.com in writing directly.
C.   Qresolve.com may terminate this agreement for any reason at any time without liability with 7 days notice by notifying YOU        directly.
D.   Qresolve.com may terminate this agreement immediately if YOU materially breach this Agreement or Qresolve.com
       believes, in its sole discretion, that YOUR Advertising violates any law or is unacceptable or misleading in any way. Upon        receipt of such notice of termination, YOU agree to immediately remove all Qresolve.com Advertising and related
       promotional materials from YOUR website.
E.   Qresolve.com will notify YOU if it is determined that YOUR Advertising is unlawful, unacceptable or misleading in any way. If
       YOU  refuse or are unable to modify Advertising according to Qresolve.com’s request, Qresolve.com may terminate this        agreement  immediately and YOU agree to immediately remove all Qresolve.com Advertising and related promotional
       materials from YOUR  website.
F.    Upon notification to YOU by Qresolve.com of termination without breach, YOU will have 7 days to remove all Qresolve.com        Advertising from YOUR website or other promotional materials. YOU will continue to be credited for Referred Customers
       within  those 7 days. After those 7 days, YOUR Agreement is terminated. A new Agreement with YOU may be entered into at
       a later time should YOU and Qresolve.com mutually agree.

 
3. Non-Exclusivity.
 
YOU acknowledge and agree that YOUR right to refer Customers to Qresolve.com is non-exclusive, and that Qresolve.com reserves the right to offer any of its Services to any customers in the world, and to appoint any third party to do so, without giving YOU notice thereof and without incurring any liability to YOU.
 
4. Referral Terms and Payments.
 
A.   Services. Qresolve.com agrees to offer Services to Customers upon the terms and conditions as determined by Qresolve.com in its
       sole discretion. Qresolve.com may, in its sole discretion
                        (i) discontinue any of the Services and
                       (ii) make such changes affecting their substance or pricing without incurring any liability to YOU.
 B.   Payment for each Referred Customer YOU deliver to Qresolve.com, YOU shall receive a referral fee from Qresolve.com in the amounts        set  forth on the Qresolve.com web site. Referred Customers and referral fees will be tracked, reported, calculated and remitted to YOU by           Qresolve.com in accordance with YOUR agreement with Qresolve.com.
 
5. Qresolve Responsibilities
 
     Qresolve.com shall provide YOU with the following:

A.   Text and image advertising with associated Links via the Qresolve.com website
B.   Background information on the Qresolve.com website and Services via the Qresolve.com website
C.   Contact information for Qresolve.com employees responsible for the management of the Qresolve.com Affiliate Program.
D.   Active tracking of Referred Customers as reported through the Qresolve.com website.

6. Affiliate Responsibilities
 
YOUR Responsibilities As outlined in Section 2 above, Qresolve.com may terminate this Agreement immediately for any material breach or if Qresolve.com determines, in its sole discretion, that YOUR website or other promotional Advertising on behalf of Qresolve.com is unsuitable for any reason. Examples of unsuitable websites include but are not limited to:

A.   Sites that are under construction and are not “live”.
B.   Sites that promote contain or link to sexually explicit materials, violence, or discrimination based on race, sex, religion,        nationality, disability, sexual orientation, age or other criteria.
C.   Sites that promote violence.
D.   Sites that promote illegal activities.
E.   Sites that violate intellectual property rights or violate any local, state, federal or other law or regulation.
F.   Sites that contain any libelous, defamatory or disparaging materials.
G.   Sites that send unsolicited emails.
H.   Sites that have the potential to mislead customers through content or by redirecting them.
I.     Sites that have excessive use of pop-ups.
J.    Sites or Advertising that offers or relies on downloaded software of any kind.

 
7. Use of Marks.
 
Qresolve.com may provide YOU with certain logos, service marks, trademarks, trade names, and/or graphics for YOUR use in connection with YOUR performance hereunder (collectively the “Marks”). YOU must use Marks exactly as provided by Qresolve.com to promote Qresolve.com as outlined in this Agreement. If YOU would like to use Marks not created by Qresolve.com, or modify the Marks generated by Qresolve.com in any way including but not limited to resizing, editing or reformatting Marks, YOU must obtain Qresolve.com’s prior written consent. YOU must adhere to Qresolve.com’s standards for displaying the Marks. New standards for the display of the Marks may be implemented by Qresolve.com from time to time. It is YOUR responsibility to ensure that all requested changes are adhered to in YOUR Advertising. Subject to the terms and conditions of this Agreement, Qresolve.com grants YOU a non-exclusive, non-transferable, non-sub licensable, revocable license to reproduce display the Marks and such other images for which Qresolve.com grants express written permission, solely for the purposes of identifying YOU as a participant in the Program and solely pursuant to this Agreement. YOU acknowledge and agree that all goodwill generated by YOUR use of the Marks inures exclusively to Qresolve.com. YOU agree not to utilize or apply for registration of any trademark or trade name which may be confusingly similar to the Marks. YOU further agree that no use of Qresolve.com’s Marks as keyword search terms or within the URL of pages YOU maintain is authorized without prior written consent. Qresolve.com reserves all of rights, title and interest in and to the Marks, the message, any other images.
 
8. Changes to this Agreement.
 
Qresolve.com reserves the right to make changes to the Qresolve.com Affiliate Program at any time. Such changes will be communicated through the Qresolve.com website and through email.
 
9. Status and Independent Contractor.
 
The relationship between Qresolve.com and YOU is that of an independent contractor and nothing herein contained shall be deemed to establish or otherwise to create a relationship of principal and agent, partners, fiduciaries, or joint ventures between Qresolve.com and YOU. YOU represent that YOU are an independent contractor who will not be deemed an agent of Qresolve.com for any purpose whatsoever and neither YOU nor any of YOUR agents or employees will have any right or authority to assume or create any obligation of any kind, whether express or implied, on behalf of Qresolve.com.
 
10. Representations and Warranties.
 
Both parties represent and warrant that:

(i) they have all requisite corporate power and authority to execute, deliver and perform its obligations hereunder,
(ii) they shall comply with all laws and regulations applicable to the performance of its obligations hereunder,
(iii) they shall treat Customer personally identifiable information in accordance with a privacy policy that conforms with the
       AICPA’s Generally Accepted Privacy Principals and further within the privacy policy posted at http://www.Qresolve.com,
(iv) YOU will not pass any tracking variable through to the Qresolve.com website which itself is Customer personally identifiable       information,
(v) they are not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability  to perform its obligations hereunder. QRESOLVE.COM MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. IN ADDITION, QRESOLVE.COM MAKES NO REPRESENTATION THAT THE OPERATION OF THE QRESOLVE.COM WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND QRESOLVE.COM WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

 
11. Indemnification.
 
Each party shall indemnify, defend and hold the other party and its directors, officers, employees, shareholders, agents, sub-contractors, representatives and affiliated companies (each a “Protected Party”) harmless from and against any and all claims, actions, suits, damages, injuries, losses, deficiencies, liabilities, obligations, commitments, causes of action, costs or expenses of any kind or nature (including reasonable legal and other expenses incurred in investigating and defending against the same, and interest) incurred by such Protected Party resulting directly (and not indirectly, incidentally, specially or consequentially) from

(i) the other party’s breach of the representations, warranties, and obligations hereunder, and
(ii) the other party’s negligence or willful misconduct. Furthermore, each party shall notify the other party of any legal claim, demand, right or cause of action asserted, instituted or threatened against the other party that arises from or in connection with this Agreement. The terms of this Section shall survive the termination of this Agreement.

 
12. Limitation of Liability.
 
IN NO EVENT SHALL QRESOLVE.COM OR ITS SUPPLIERS BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES OR QRESOLVE.COM’S PERFORMANCE HEREUNDER, EVEN IF QRESOLVE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, QRESOLVE.COM'S ENTIRE LIABILITY UNDER THIS AGREEMENT AND QRESOLVE.COM USE OF THE MARKS SHALL BE LIMITED TO THE REFERRAL FEES PAID DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
 
13. Authority to make representations.
 
YOU are authorized to represent to Customers only such facts about the Services as Qresolve.com itself states on its website or as it makes available to YOU via the Qresolve.com website. Nothing in this Agreement shall be construed to give YOU authorization and YOU shall not be authorized to make any warranty for the Services.
 
14. Incentives & commissions
 
Qresolve.com reserves the right in its sole discretion to approve each instance of any incentive that YOU might offer customers for purchasing Services from Qresolve.com. YOU will not be authorized to use incentives in Advertising promoting Qresolve.com Services until YOU get prior written consent from Qresolve.com, which may be withheld in its sole discretion.
 
15. Surviving Obligations and Limitations.
 
Neither the termination nor expiration of this Agreement nor the termination of any of the agreements referred to in this Section shall release either party from the obligation to pay any monies that may be owing to the other party or operate to discharge any liability that had been incurred by either party prior to any such termination or expiration. The following provisions shall survive expiration or termination of this Agreement: Section 1(a) (Definitions), 2 (Term and Termination), 4 (Referral Terms and Payments), 10 (Representations and Warranties), 11 (Indemnification), 12 (Limitation of Liability), 15 (Surviving Obligations and Limitations), and 17 (General).
 
16. Notices.
 
Any notices given under this Agreement shall either be in writing, via email between YOU and a representative of Qresolve.com authorized to manage the Qresolve.com Affiliate Program.
 
17. General.
 

A.   Publicity. YOU shall not create, publish, distribute or permit any written material or make a public statement that makes
      reference to Qresolve.com without first submitting such material or disclosure to Qresolve.com and receiving Qresolve.com’s       written consent which may be withheld in its sole discretion.

B.  Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,       without regard to any conflicts of law principles. This Agreement will be deemed to have been made and entered into in
      New York City, New York. Unless waived in its sole discretion by Quatrro Inc, the sole jurisdiction and venue for actions
      related to  the subject matter hereof shall be the New York state and federal courts having within their jurisdiction as New
      York and both parties consent to the jurisdiction of such courts.

C.  Miscellaneous.

(i) Neither the rights nor the obligations arising under this Agreement are assignable or transferable by YOU,
and any such attempted assignment or transfer shall be void and without effect;
(ii) each party shall be excused from any
delay or failure in performance hereunder, except the payment of monies by either party, caused by reason of any occurrence
or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, floods, lightning, labor disputes and strikes, other labor or industrial disturbances, riots, war, acts of terrorists, insurrections, embargoes,
blockages, regulations or orders of any government, agency or subdivision thereof, shortages of materials, rationing, utility or communication failures, casualty, and governmental requirements. The obligations and rights of the party so excused shall
be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay; provided that such
party shall give notice of such force majeure event to the other party as soon as reasonably possible;
(iii) the descriptive headings of this Agreement are intended for reference only and shall not affect the construction or interpretation of this Agreement;
(iv) in construing the terms of this Agreement, no presumption shall operate in either party’s favor as a result of its counsel’s role in drafting the terms hereof;
(v) this Agreement constitute the complete, final and exclusive statement of the terms of the Agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions of the parties including but not limited to any previous executed non-disclosure agreements;
(vi) any modifications or waivers of this Agreement must be in writing and signed by both parties hereto and the failure of either party to insist upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights, and the obligations of the party with respect to such future performance shall continue in full force and effect; and
(vii) if a provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be amended to achieve as nearly as possible the same effect as the original provision, but if such amendment is not possible, then such provision shall be severed, and in either case, the remaining provisions or parts thereof shall remain in full force and effect.

 
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