ClickBank Client Contract

The ClickBank Client Contract is the contract between the Company (dba "ClickBank") and the ClickBank Client ("You"). By using ClickBank you consent to the following terms:

You agree that Idaho law, excluding principles of conflict of law, will govern this agreement, and that any claim or suit arising out of or related to this agreement must be brought exclusively in federal or state courts located in Boise, Idaho. You consent to the exclusive jurisdiction of such courts.
You agree to assume full responsibility for your decision to use ClickBank affiliated services. The Company offers the ClickBank service "as is" and disclaims any implied warranties including warranties for merchantability, fitness for a particular purpose, and non-infringement.
You agree that in no event will the Company be liable to You for any special, incidental or consequential damages.
It is expressly understood that you and ClickBank are, in all respects, independent parties to a contract. This agreement does not create a relationship of principal and agent and neither party is to be construed as the legal representative of the other. Nothing contained in this agreement shall be construed to create a relationship of employer or employee, partnership, or joint venture, fiduciary or similar relationship between you and ClickBank, for any reason whatsoever. Consistent with the parties' status as independent contracting parties:
- You are not authorized to make any promise, warranty or representation on behalf of the ClickBank for any purpose.
- You agree that you shall not represent to any person that you are the agent of ClickBank, nor fail to correct any misunderstanding as to such status.
- You will not have the power or authority to, and agree that you will not, obligate or attempt to obligate ClickBank in any manner whatsoever.
- You will be solely responsible for reporting or paying any federal or state income taxes on your earnings (including any earnings stemming from or related to this agreement).
- You will be solely responsible for withholding, paying and/or reporting federal or state income taxes, FICA (Social Security or Medicare) taxes, FUTA taxes, state unemployment insurance taxes, state disability insurance taxes, or any other taxes directly associated with the compensation you pay to your employees, contractors or agents.

You agree that you are responsible to obtain all relevant licenses and permits associated with the legal operation of your enterprise. Furthermore, you agree to indemnify and hold the Company harmless for any damages or costs incurred as a result of your violation of any law, regardless of whether they are actual, incidental, consequential, or punitive.
If You promote products listed by ClickBank, then:
1. You agree to make no such promotions that suggest or imply any warranty or other policy that might conflict with ClickBank's eight week return policy.
2. You agree to make no such promotions that involve unlicensed or unauthorized use of materials protected by copyright, trademark or other intellectual property laws..
3. You agree that You will not engage in activities that interfere with our tracking of commissions, or with the normal flow of traffic from affiliates.
4. You agree that all such promotions will not be false or misleading and will be fully compliant with federal and state laws, including U.S. federal and state laws regarding network abuse, unsolicited messaging, and U.S. Federal Trade Commission regulations, policies and guidelines governing advertising, disclosure and consumer protection. All such promotions must contain all disclosures necessary to prevent them from being false or misleading in a clear and conspicuous manner. See Federal Trade Commission Policy, Dot Com Disclosures, http://www.ftc.gov/bcp/conline/pubs/buspubs/dotcom/index.pdf.
5. You agree to make no such promotions promising customers rebates, coupons, tickets, or vouchers in connection with their ClickBank purchase.
6. You agree that You and your products are subject to the "ClickBank Product and Publisher Review Program" which may be revised at any time and without advance notice to You.
7. You agree that your product will be subject to constant review and evaluation. You agree that ClickBank, in its sole discretion, may increase the amount of purchase funds kept in reserve, demand changes to product promotion and delivery pages, customer support or other items related.
8. You agree to provide ClickBank with an active and working email address related to your account and to respond within 24 hours to any email communication from ClickBank to you.

If You send (or cause to be sent) messages by electronic means (including but not limited to email and instant messages) in connection with the direct or indirect promotion of ClickBank products, then You represent and warrant the following:
1. No such message will be sent to any individual who has not explicitly requested to receive such messages specifically from You or your company.
2. No such message will be sent to any individual who has explicitly requested to receive no further messages from You or your company.
3. All such messages will be in full compliance with federal and state laws and regulations governing commercial electronic mail, electronic messaging, and advertising.
4. No such message will include any false or misleading information regarding your identity, or the intent, subject, or origin of the message.
5. All such messages will include accurate information regarding your identity, and the intent, subject, and origin of the message.
6. No such message will include any incomplete, invalid, misleading, fake, or forged message headers.
7. All such messages will include complete, valid, and accurate message headers indicating the origin of the message.
8. No such message will be delivered in conjunction with the use of mousetraps, such as windows that reappear, spawn new windows or otherwise resist being closed.
9. No such message will be delivered via means that exploit documented or undocumented security holes on any client or server machine.
10. All such messages by email will include clear, valid, and conspicuously displayed From, Subject, Removal or Opt-Out information, and a functioning return address (or hyperlink) that 1) enables the recipient to submit a request to receive no further messages from You; and 2) remains capable of receiving such requests for no less than 30 days from the date the message was sent.
11. No such message will be sent to an address that was obtained via 1) automated means from an Internet web site or proprietary online service operated by another party; 2) generation of possible addresses by combining names, letters, or numbers into numerous permutations; or 3) spyware, viruses, or other means of bypassing system security or invading consumer privacy.
12. No such message will be sent from (or made to appear that it was sent from) an address that was obtained via the use scripts or other automated means to register for multiple electronic mail accounts or online user accounts from which to transmit unsolicited or misleading email messages.
13. No such message will be sent, relayed, or transmitted by a protected computer or network that was accessed without authorization.
14. No such message will include any fraudulent, deceptive, false or misleading information.

If You register a product with ClickBank, then:
1. You represent that you have reviewed relevant ClickBank rules and policies, understand them and agree to abide by all of them.
2. You agree that your product is legal and that your advertising, promotions and representations of which you are aware that are related to your product are accurate and in compliance with federal and state laws and regulations.
3. You agree that your product does not involve the downloading of software on the customer's computer unless a purchase is completed or permission from the customer is otherwise given.
4. You agree that ClickBank may list your product in its marketplace and catalog and make it available for purchase by retail customers.
5. You understand that ClickBank may adjust the final retail price (including any applicable sales tax) of that product.
6. You understand that ClickBank may delist any product from its marketplace and catalog at any time, without cause or notice.
7. You agree to provide ClickBank with valid technical and customer support email addresses for your product, to which paying customers and ClickBank staff can send inquiries and receive a non-automated reply by end of the following business day.
8. You agree to provide customers with appropriate technical support pages for your product. These pages must be written in English, and hosted at your own web site.

You understand that the Company, in its sole discretion, may suspend your account(s) or hold any or all funds in your ClickBank account if the Company has reason to believe that you have been involved with any of the following conduct that is related in any manner to ClickBank or its customers:
1. engaging in illegal activity, including but not limited to, consumer fraud, bank fraud, credit card fraud, spamming or other illicit commercial activities;
2. infringing intellectual property rights of ClickBank, its related companies, affiliates, publishers, customers or other related parties;
3. misrepresenting, over-promising or other acts in violation of federal or state law affecting consumer protection and commercial activities; or
4. otherwise violating ClickBank rules or policies.
You agree and understand that the Company's right to take any of the above actions does not constitute a right or obligation to take them for the benefit of any third parties, including you.

Following the suspension of an account or holding of funds per Section 9 above, the Company will review conduct that appears to violate this ClickBank Client Contract. This review will be conducted in a manner decided by the Company. You agree to cooperate with this review. If the review concludes that there is a reasonable basis to believe actionable misconduct has occurred, the Company may seize funds in your ClickBank account as liquidated damages and/or for the benefit of third parties affected by the misconduct. The Company may also pursue other remedies as allowed by law.
You understand that the Company may also temporarily hold any portion of the funds in your ClickBank account if we determine such action is needed to secure the payment and performance of all liabilities, obligations, and indebtedness You may incur with the Company.
You understand that the Company may freely assign or otherwise transfer any or all of the rights and obligations described under the ClickBank Client Contract without your consent and without notice to You.
You agree that if any provision of this ClickBank Client Contract is declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination and the illegal or invalid part, term or provision shall not be deemed to be part of this ClickBank Client Contract.
You understand that the Company reserves the right to modify the ClickBank Client Contract at any time.