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Terms and Conditions

Independent Reseller Agreement

You must read and agree to these Terms and Conditions before You can become an Independent Reseller of Smoke Signals, Inc. By becoming an Independent Reseller, You agree to be bound by these Terms and Conditions. This Agreement does not imply or create a partnership between Independent Reseller and Smoke Signals, Inc.

Definitions

1. “Webmaster”, “my”, “You” and “I”: An independent person or entity wishing to promote the membership sites of Smoke Signals, Inc.

2. “Independent Reseller”: An independent person or entity wishing to promote the membership sites of Smoke Signals, Inc.

3. “Independent Contractor”: A Independent Reseller/Webmaster who is accepted by Smoke Signals, Inc., pursuant to the terms and conditions of this Agreement and who shall be considered wholly independent of Smoke Signals, Inc., for tax and liability purposes.

4. “Independent Reseller Agreement”: The agreement between Webmaster and Smoke Signals, Inc., which shall not be construed or interpreted to create an agency, partnership, joint venture, respondent-superior, employer-employee or any other relationship other than defined in these Terms and Conditions.

AGREEMENT

By clicking below, Independent Reseller is agreeing that Independent Reseller will follow the terms and conditions as an Independent Contractor.

I. Applicant Warranties, Guarantees and Representations

Independent Reseller represents, warrants and guarantees as follows:

1. My employees and I are 18 years of age or over the age of majority in my jurisdiction and will submit proof of my age if requested.
2. I am entering this Independent Reseller Agreement as an Independent Contractor.
3. I am not a partner, agent, shareholder or in any business relationship with Smoke Signals, Inc. other than that of an Independent Contractor and will make no representations to any third party that contradict this fact.
4. I am solely responsible for selecting and providing any and all content, material, products, and/or services for my marketing efforts to promote the sites of Smoke Signals, Inc.
5. Any web sites, ads or pages I use as an affiliate are hosted by a hosting service that permits the publication of adult content of a sexual nature.
6. The content, images, design, URL/Domain, text and domains on my promotion pages do not infringe on the rights of others including, but not limited to, copyrights, patents, trademarks, domain names and any other intellectual property rights of others.
7. I am not publishing any child pornography material.
8. I am not a resident or citizen of the following countries: Afghanistan, Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Cuba, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Iran, Iraq, Israel, Japan, Jordan, Kazakhstan, Korea, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Malaysia, Moldova, North Korea, Oman, Pakistan, Qatar, Philippines, Romania, Russia, Saudi Arabia, Singapore, Slovakia, Slovenia, Spain, Sudan, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Yemen, and Yugoslavia.
9. I am not using, supplying, publishing or transferring, in any way, programs, files, data, viruses, worms, spy ware, e-mail acquisition programs, “Trojan” viruses or any other monitoring or destruction program on the pages I use to promote the sites of Smoke Signals, Inc., or directly to members of those sites.

II. Consideration for Agreement

1. Commissions.

For each user Independent Reseller directs to a website in the Program that becomes a subscriber or makes a purchase, Independent Reseller will receive a Commission as set forth below. Smoke Signals, Inc., has agreements with third parties that process the subscriptions and purchases on the sites in this Program. Smoke Signals, Inc., will only pay commissions for signups from referrals by Independent Reseller that result in COLLECTABLE FUNDS. If the third parties fail or refuse to pay for a signup referred by Independent Reseller, Smoke Signals, Inc. will not be responsible for or liable to Independent Reseller for such payment and any credit for said signup will be debited from the account of Independent Reseller.
2. Commission Payouts.
Smoke Signals, Inc. currently offers one commission program, administered by CCBill:
i. Recurring. Independent Reseller may earn a commission equal to 50 percent of each month's charges to a viewer referred to a site offered by Smoke Signals, Inc. Independent Reseller shall earn such percentage for as long as the viewer remains a paying member of the site.
ii. Modified Commissions. Commission rates are subject to change from time to time, without notice, by Smoke Signals, Inc.
iii. Modified Programs. Smoke Signals, Inc. reserves the right, in its sole and exclusive discretion, to alter or modify the Program at any time including the method and terms of all payment benefits to Independent Reseller. Any changes posted shall be binding upon all affiliates, including Independent Reseller, immediately upon posting the changes. It shall be Independent Reseller’s sole obligation to remain apprised of any such changes.
iv. Time and Method of Payment. Commissions due and owing to Independent Reseller under the Program will be paid to Independent Reseller under rules and regulations promulgated by CCBill, which administers the affiliate program for SmokeCash.

3. Promotion of Smoke Signals, Inc. Sites.
i. Independent Reseller may use any form of promotion Independent Reseller chooses, consistent with the terms of this Agreement. Independent Reseller may use banner advertisements, button links and/or text links to websites within the Program. Independent Reseller may use the banners and buttons provided by Smoke Signals, Inc. and available for download on this site or Independent Reseller may design Independent Reseller’s own advertisements so long as advertisements do not in any way misrepresent the sites promoted.
ii. Subject to this Agreement, Independent Reseller is granted a limited, non-exclusive, non-transferable and revocable license to access and download such promotional materials for placement on Independent Reseller website(s) for the sole and exclusive purpose of advertising, marketing or promoting Program websites owned, operated or controlled by Smoke Signals, Inc. This license shall automatically and immediately cease upon the termination of this Agreement.
iii. SPAM. Promotion via UNSOLICITED BULK EMAILS IS STRICTLY FORBIDDEN. Any activity by Independent Reseller, as determined in the sole discretion of Smoke Signals, Inc., will result in the immediate termination of Independent Reseller as a participant in the Program and forfeiting of monies otherwise due Independent Reseller hereunder. Smoke Signals, Inc. has ZERO TOLERANCE FOR SPAMMING. Should any entity provide Smoke Signals, Inc. with notice Independent Reseller have engaged in transmission of unsolicited bulk emails or have engaged in otherwise unlawful conduct, Smoke Signals, Inc. reserves the right to disclose account information regarding Independent Reseller including, but not limited to, the identity and location of Independent Reseller.
iv. Independent Reseller Website(s). Independent Reseller is solely responsible for all materials appearing on Independent Reseller website(s). Independent Reseller shall be responsible for ensuring any materials posted do not violate or infringe upon any laws including, but not limited to, 18 U.S.C. Section 2257 or similar laws in other jurisdictions around the world, or the rights of any third party.
v. Independent Reseller will not, directly or indirectly, link any of the following content or material to any Program websites through any Links maintained or created on Independent Reseller website:
(a) Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc;
(b) Any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations;
(c) Any material displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;
(d) Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq. or any similar statute, law, code or regulation of any country, province or jurisdiction worldwide;
(e) Obscene material, including without limitation any material depicting bestiality, rape or torture;
(f) Any material constituting an infringement, misappropriation or violation of any person’s intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or
(g) Promote or contain content of: Warez, Passwords, MP3, Bestiality, Rape, Child Pornography, any acts of violence, or any illegal activity. This includes meta tags, text, links, graphic(s) or any HTML.
4. Prohibitions.
i. Independent Reseller may not transfer or assign any benefits under this Program.
ii. Independent Reseller shall remain a Participating Member in the Program until Independent Reseller terminates participation in the Program by notifying Smoke Signals, Inc. of an intent to terminate Independent participation; or Independent Reseller participation in the Program is terminated by Smoke Signals, Inc. for any reason; or the Program is terminated by Smoke Signals, Inc. for any reason.
iii. If Independent Reseller’s participation in the Program is terminated for any reason, Independent Reseller ceases to be a Participating Member in good standing, or Independent Reseller cease to offer services on the Internet, Independent Reseller shall immediately and permanently cease all use of all materials provided to Independent Reseller by Smoke Signals, Inc.
iv. Smoke Signals, Inc. has the right to terminate any and all benefits under the Program relating to Independent Reseller participation in the Program at any time, for any reason, or for no reason at all, in its sole and absolute discretion and may do so with or without prior notice or cause.
v. All benefits under the Program including, without limitation, all advertising banners, photographic materials, illustrations, recordings, video, sound, and any other form of intellectual property provided to Independent Reseller by Smoke Signals, Inc. as part of this Program are the property of Smoke Signals, Inc. and shall remain the property of Smoke Signals, Inc. and may not be copied or reproduced, altered, modified, changed, broadcast, distributed, transmitted, disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized by Smoke Signals, Inc. in writing.
5. Independent reseller fraud.
Independent Reseller shall not be entitled to a Commission from Smoke Signals, Inc. for any subscription, which Smoke Signals, Inc. determines or reasonably suspects, is the result of fraudulent activity. Smoke Signals, Inc. has the right, in its sole and exclusive discretion, at any time to expand or modify what constitutes possible fraudulent activity. Without limiting the foregoing, possible fraudulent activity shall include, without limitation, the following circumstances or activities:
(a) Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database;
(b) Where there have been sequential or multiple attempts to register or subscribe from a credit card using the same bin number and sequential or multiple number strings to complete the credit card number;
(c) Where there have been multiple subscriptions from the same internet IP address within one month;
(d) Where there have been numerous subscriptions from a single website in a short period of time, in contrast to the history of subscriptions from that website;
(e) Where there have been subscriptions from the same internet IP address used by the Independent Reseller.

6. Limitation of Liability of Smoke Signals, Inc.
Smoke Signals, Inc. shall not be liable for any damages (indirect, special, or consequential) or any loss of revenue, profits, or data, arising in connection with this Agreement or the Program, or due to any mistakes, omissions, delays, errors, interruptions in the transmission or receipt of Smoke Signals, Inc. or CCBill services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML. Further, Smoke Signals, Inc.'s aggregate liability arising with respect to this Agreement and the Program shall not exceed the total Commissions paid or payable to Independent Reseller under this Agreement.

III. Miscellaneous Provisions

1. Nature of Relationship: Independent Reseller is solely and only an independent contractor of Smoke Signals, Inc. NOTHING IN THIS INDEPENDENT RESELLER AGREEMENT SHALL CONSTITUTE, BE INTERPRETED TO CONSTITUTE OR DETERMINED TO COMPRISE A PARTNERSHIP, JOINT VENTURE, AGENCY, RESPONDENT-SUPERIOR, EMPLOYER-EMPLOYEE, OR BROKER-DEALER RELATIONSHIP BETWEEN SMOKE SIGNALS, INC. AND INDEPENDENT RESELLER.

2. Waiver: Failure of Smoke Signals, Inc. to require compliance with the terms of this contract or act upon perceived breaches by Independent Reseller, does not constitute a waiver of the rights, claims and remedies available to Smoke Signals, Inc.

3. Hold Harmless: Independent Reseller shall indemnify and defend Smoke Signals, Inc. for any claims arising from a site of Independent Reseller unless Smoke Signals, Inc. is claimed to have acted intentionally or with gross negligence.

4. Governing law and choice of forum: This Agreement, and any dispute arising from the relationship between the parties to this Agreement, will be governed and determined by the laws of Nevada excluding any laws that direct the application of another jurisdiction’s law. Any dispute that arises under or relates to this Agreement (whether contract, tort, or both) will be resolved in the relevant court having jurisdiction in Las Vegas, Nevada, and the parties expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere.
5. Term and Termination of the Agreement.
Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party notice of termination. Notice by email is considered sufficient notice to terminate this Agreement.
6. Disclaimers.
SMOKE SIGNALS, INC., MAKES NO REPRESENTATIONS OR EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PROGRAM, ANY SERVICES, OR ITEMS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THE OPERATION OF OUR WEBSITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

7. Severability: Any provision of this Agreement that in any way contravenes the law of any state or country in which this Agreement is effective will, in that state or country, to the extent the law is contravened, be considered separable and inapplicable and will not affect any other provision or provisions of this Agreement.

8. Contact: Any and all questions regarding these Terms and Conditions should be submitted to: support@smokecash.com

9. Acceptance of Terms and Conditions: Webmaster/Independent Reseller hereby acknowledges that Independent Reseller has read this entire Independent Reseller Agreement and that by clicking the “I AGREE TO THESE TERMS AND CONDITIONS” button, Independent Reseller is providing Independent Reseller’s electronic signature agreeing to the terms and conditions stated herein.

I AGREE TO THESE TERMS AND CONDITIONS

I DO NOT AGREE