Critical Portfolio™ Affiliate Program - Terms and Conditions

By participating in the Decision Critical, Inc. (DCI) Critical Portfolio™ affiliate marketing program (the "Program") you (the "Affiliate") agree with the following terms and conditions of the Program:

1. Enrollment in the Program:
You can request to become an affiliate by completing the Critical Portfolio™ affiliate registration form at www.DecisionCritical.com/affiliate. DCI will review all completed Affiliate Program applications. After we review your application, we will notify you of your acceptance or rejection to the Program. We may reject your application (at our sole discretion) if we feel your site is unsuitable or inconsistent with the mission of DCI. If your site is accepted, DCI may terminate this Agreement anytime thereafter if your site is determined (at our sole discretion) to be unsuitable for the Program. Affiliate may terminate its participation in the Program for any reason as well.

2. Promotion of the Critical Portfolio™ Affiliate Program:
Upon your acceptance as an Affiliate, DCI will make available to you a variety of graphic and textual links, which, subject to the terms and conditions hereof, you may display as often and in as many areas of your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.

3. Commissions and Payment:
DCI agrees to pay Affiliate for individual Critical Portfolio™ subscriptions that are generated online through the Affiliate’s link. The number of new individual Critical Portfolio™ paid subscriptions in the month will dictate the commission payment.

	New Subscriptions/Month	Commission Rate	Subscription Price
	1 - unlimited	15%	$59.95 annually

Commissions to be paid 60 days after confirmation of successful subscription payment for each Critical Portfolio™ and when your commission balance exceeds $50. If any subscription that generated a referral fee is cancelled within 60 days of its origination by the customer, or if there are any chargebacks, the amount will be deducted from the next commission payment.

4. Legal Publications and Business:
Affiliate agrees not to participate in the Program through any Web site or e-mail service that is misleading, libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, or offers any illegal good or service, links to any Web site that does so, offers or promotes any illegal activity or the disparagement of any individual group on the basis of age, color, national origin, race, religion, gender, sexual orientation or physical or mental handicap, which engages in sending unsolicited commercial e-mail, or which is based outside of the United States. Additionally, you cannot break any trademark or copyright laws or engage in spamming, indiscriminate advertising or unsolicited commercial email, cybersquatting or typosquatting. Doing any of these can disqualify you immediately from the program and could result in forfeiting any unpaid commissions.

5. Publicity:
Affiliate is authorized to use the Critical Portfolio™ logo, trade name and trade mark, solely for the purpose of promoting Critical Portfolio™ through the Program. Affiliates may not alter, modify or change the foregoing in any way. If the Affiliate wishes to publish or use written copy regarding Critical Portfolio™, it has to be authorized in writing by DCI before placed on the Affiliate site.

6. Termination:
The terms of this Agreement will begin upon acceptance of your application. This Agreement shall commence on the date of approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and all DCI trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

7. Liability:
Affiliate agrees to indemnify, defend and hold harmless DCI, its subsidiaries, successors and assigns from any and all losses, liabilities, damages, actions, claims, expenses, and costs including, without limitation, reasonable attorneys' fees, which result or arise from or related to the development, operation, maintenance, and contents of the Affiliate's Web site or electronic mail solicitations, or Affiliate's negligence or breach of these Terms and Conditions.

8. Independent Contractors:
Nothing contained herein shall imply any partnership, joint venture or agency relationship among the parties, and no party shall have the power to obligate or bind another party in any manner whatsoever, except to the extent herein provided.

9. Agreement:
These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

10. Modifications:
DCI may modify any of these terms and conditions upon seven (7) days' notice to Affiliate. Continued participation in the Program will constitute acceptance of the modification by Affiliate.

11. Authorized Web Site and Traffic:
Affiliate is authorized to generate traffic to and from the site we approve. Affiliates may use CPC (Cost-Per-Click) programs as long as the customer goes through the approved site before coming to DCI. Affiliate may not use an affiliate link at the search engine and link traffic directly to DCI. If a Affiliate does not follow these rules when using such CPC programs, we will have no choice but to terminate the relationship. This would jeopardize any commissions earned to that point.

12. Unsolicited Email:
Under NO circumstances can a Affiliate send unsolicited e-mails to anyone, in accordance to CAN-SPAM Act of January 1, 2004.

13. Anti-Predatory Advertising Policy:
Affiliates will be removed from the DCI Affiliate Program and forfeit any pending commissions if they are utilizing or distributing software downloads that potentially enable diversions of commission from other affiliates in the DCI affiliate program; for example, overriding or stealing tracking cookies to generate sales for themselves.

14. Binding Arbitration:
Any controversy or claim arising out of or related to any interpretation, construction, or performance of this Agreement, an alleged breach thereof, or otherwise based on any relationship existing between the Parties shall be settled promptly by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Austin, Texas, U.S.A., and the arbitrator shall apply the laws of the State of Texas. The arbitrator shall also be empowered to grant injunctions or other relief in such disputes. Any judgment, award, or mandate rendered by arbitration shall be entered in and enforced by any court having jurisdiction over the party to which such judgment, award, or mandate applies. The prevailing party in any arbitration under this section shall be entitled to reasonable attorney fees and expenses incurred in connection therewith.

15. Choice of Law:
These terms and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Texas without reference to its provisions on conflict of laws. Any and all claims hereunder must be raised within one (1) year of the event or occurrence from which they arise, or from when such event or occurrence is or could reasonably be determined by the claimant Party.

16. Legal Indemnification:
If court proceedings are required to enforce any provision of this Agreement, the prevailing Party shall be entitled to an award of reasonable costs and expenses of litigation and any appeal, including reasonable attorneys’ fees.

Submitting the request form indicates that you agree to abide by these Terms and Conditions
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