Affiliate Terms of Service

These Affiliate Terms of Service (the "Agreement") describe the terms and conditions upon which Method Affiliate Network ("Method AN", "Method", "we", "our" or "us") provides electronic tools and consulting services (collectively, the "Service") to any organization enrolled as a customer via an approved Affiliate Application and Agreement ("Affiliate", "Customer", "you", "your" or "yours").

Agreement

Service Access

Method agrees to allow your organization to access Method's consulting services and electronic tools, as may be provided by Method from time to time at Method's discretion, via your own internet connection and electronic devices.

Changes to Agreement

Method may change or add terms to this Agreement from time to time, at our sole discretion, by providing thirty (30) days prior written notice to Customer. We shall not change the price during the guaranteed term of your rate schedule as defined in your Affiliate Agreement. Such changes shall become effective on the thirty-first (31st) day following receipt of notice.

In the event that we substantially change a material term that you elect not to accept, you may terminate this Agreement pursuant to the terms set forth in your Affiliate Agreement.

Price, Payment & Taxes

Price

The base price for service is described in your Affiliate Agreement. From time to time Method may make additional services available for a fee. You have no obligation to use these additional services. All Method materials and equipment used to provide service remain the property of Method unless otherwise specified.

Invoices and Payment

Method will bill you for services in accordance with your Affiliate Agreement. Payments are due as specified in the Affiliate Agreement and shall be made in U.S. dollars by credit card or other electronic means approved by Method.

A 1.5% per month (18% per annum) interest charge will be added to all outstanding balances not received within 91 days of the due date. Any payment in bad funds will be assessed a $25 fee and be considered a material default of this Agreement. Repeated or malicious payment in bad funds may result in immediate termination of services.

Taxes

Prices payable by Customer to Method are exclusive of any tax, levy, customs duty, import tax, or similar governmental charge. All such taxes are the responsibility of Customer.

Trademarks, Proprietary Rights & Confidentiality

Use of Method's Name and Trademarks

All trademarks, service marks, and tradenames identifying Method or Method's products or services (the "Marks") are the exclusive property of Method. Customer shall take no action that jeopardizes the Marks and shall not use a Mark or the name of Method in any advertising, promotional material, or public announcement without the prior written approval of Method. This provision applies reciprocally to all Marks of Customer.

Use of Customer's Name

Customer acknowledges that use of the Service may require that Method include Customer's name in registrations and administrative filings which are available to the public.

Intellectual Property Rights

Method's Intellectual Property

At all times before, during, and after this Agreement, Method owns and retains exclusive ownership and rights to all content, materials, work product, deliverables, methods, techniques, strategies, electronic components, source code, programming, processes, and other intellectual property utilized in the development and ongoing provision of the Service, regardless of the status of this Agreement or the registration of copyright.

Customer is granted a limited non-exclusive license to use the electronic tools and consulting services that comprise the Service only as provided by this Agreement. Customer will not misappropriate, infringe, alter, reverse-engineer, copy, disclose, distribute, or otherwise engage in any activity that would impair Method's intellectual property rights.

Your Intellectual Property

Method makes no claims of ownership to any Customer supplied or input data placed into Method's electronic tools or utilized in Method's consulting services in the normal course of use of the Service. We will not use any of your data for any purpose except to provide you with the Service.

Content Responsibility

Customer shall be solely responsible for the content of any telecommunications or transmissions over the Internet by Customer and any third party using Customer's facilities. Customer agrees that neither it nor any third party utilizing Customer's facilities will use the Service for illegal purposes, or to interfere with or disrupt other users of the Service, network services, or network equipment.

Method reserves the right at its sole discretion to alter or terminate service if Customer is found to be in violation of any of the above. If such violation is remediable, Method will give Customer a reasonable time to remedy the defect.

Disclaimer of Warranties & Limitation of Liability

METHOD AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Neither Method nor its affiliates or vendors shall be liable for any damage that Customer may suffer arising out of use, or inability to use, the Service or products provided hereunder.

Method provides the Service strictly on an "AS IS" and "AS AVAILABLE" basis without any express guarantee or assurance of quality, reliability, availability, functionality, or specific outcomes such as increased profits or new customer acquisitions.

In any instance involving performance or nonperformance by Method, Customer's sole remedy shall be the crediting of a pro rata portion of the price paid for Service which was not provided. Method's liability for damages to Customer for any cause whatsoever shall be limited to the amounts paid by Customer to Method during the one (1) month period preceding the incident giving rise to the claim.

Disclaimer of Consequential Damages

IN NO EVENT WILL METHOD, ITS AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY OTHER DAMAGES, INCLUDING LOST REVENUES OR LOST PROFITS, LOSS OF DATA, OR OTHER PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

Both parties agree to defend, indemnify, and hold the other and their suppliers and affiliates harmless from and against any claim or demand asserted by any third party due to or arising out of the use of the Service hereunder.

Management of Your Data, Computers & Connections

Internet Connections

You are solely and entirely responsible for obtaining and maintaining your own internet and telecommunications connections so that you may access the Service.

Data Backup

Method is committed to protecting your data in accordance with commercially reasonable measures. Method's base Service includes internal data backup, recovery, and continuity procedures at no additional cost. You are solely and entirely responsible for the local management of your own information and for maintaining adequate local backups of your data.

Security

You are solely and entirely responsible for development and maintenance of any security procedures you deem appropriate, such as logon security and encryption. Method is not responsible for backup and restoration of information stored on your own computers and equipment and strongly recommends the use and updating of commercial anti-virus and firewall software.

Equipment Compatibility

You are solely and entirely responsible for the maintenance of your computers and their compatibility with whatever products and services you have purchased from Method.

Internet Use

Your use of the Service and the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. Method does not guarantee that the Service will suit your needs, and cannot guarantee or warrant that data downloaded from the internet will be free of viruses, worms, or malicious code.

General Provisions

Governing Law

This Agreement shall be construed under and governed by the laws of the State of Maryland, without giving effect to its conflict of laws provisions. Both parties agree that any dispute arising under this Agreement shall be resolved before a court of competent jurisdiction within the County of Harford, Maryland.

Independent Contractors

The parties will be deemed to have the status of independent contractors, and nothing in this Agreement will be construed to place either party in a relationship of employer-employee, principal-agent, partners, or joint venturers with the other party.

Force Majeure

If the performance of any obligation is interfered with by reason of any circumstances beyond the reasonable control of the party affected, then the party affected shall be excused from such performance to the extent necessary, provided that the party so affected shall use reasonable and diligent efforts to remove such causes of nonperformance.

Assignment

Method may assign its rights under this Agreement. This Agreement shall inure to the benefit of the successors and assigns of Method and shall be binding upon Customer.

Nonwaiver

Failure of either party to assert any of its rights on any one occasion under this Agreement shall in no way be construed as a waiver of such rights on any other occasion.

Cost of Collection

In the event that Method is required to undertake any actions or incurs any costs to enforce any term or provision of this Agreement, the Customer agrees to pay all such costs including reasonable attorney's fees and other collection charges.

Billing Disputes

Customer must provide Method with written notice of any disputed charge within one hundred and fifty (150) days of such charge or will be deemed to have waived its rights to dispute the charges. Method and Customer shall attempt in good faith to promptly resolve any disputed amount.

Notices

All notices under this Agreement shall be deemed given if delivered by email, by hand, by a major commercial courier service, or by certified U.S. first class or air mail. Notices shall be addressed to:

Method Affiliate Network
P.O. Box 23
2329 Rock Spring Rd.
Forest Hill, MD 21050
Email: [email protected]

Entire Agreement & Severability

This Agreement supersedes all prior communications between the parties relating to this subject. If any provision of this Agreement is held to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

Acceptable Use Policy

Customer's individual users of Method's electronic tools are required to abide by Method's Individual User Terms of Use policy.