Lightspeed Cash Terms/Frequently Asked Questions
Affiliate Terms & Conditions
This Affiliate Terms and Conditions Agreement (the "Agreement") is entered into by and between you (the "Affiliate") and Lightspeed Media Corp., a Washington corporation, doing business as LightspeedCash.com ("Lightspeed"). By joining Lightspeed you are expressing your acceptance of this agreement and said acceptance is evidenced by your clicking on the Create Account button on the LightspeedCash.com sign-up page.
IMPORTANT NOTICE REGARDING INTELLECTUAL PROPERTY: Please be advised that Lightspeed aggressively protects its intellectual property rights, including but not limited to content, trade names, trade marks and service marks. PLEASE BE ADVISED THAT LIGHTSPEED WILL NOT TOLERATE MISUSE OF ITS INTELLECTUAL PROPERTY AND YOUR ACCOUNT WILL BE TERMINATED AND ALL MONEY FORFIETED, PLUS YOU WILL FACE CIVIL LIABILITY FOR VIOLATING THE TERMS OF THIS PROVISION—PLEASE READ THIS CAREFULLY. The limited license to use Lightspeed content is provided for below in paragraph 2.2. Lightspeed reserves the rights to claim all current and future TLDs that incorporate any and all trade names, trade marks, service marks or common misspellings of trade names, trade marks, and service marks owned or used by Lightspeed. Lightspeed also reserves the right to claim any and all domain names that utilize any part of or all of a trade name, trade mark, or service mark or common misspelling of a trade name, trade mark or service mark owned or used by Lightspeed. Upon notice from Lightspeed, you agree that you will transfer any domain name claimed pursuant to this paragraph by Lightspeed no later than ten days from the date of the notice from Lightspeed. If you do not comply within ten days of the date of the notice, your account will be terminated, all money due to you forfeited and you will be liable for civil damages. Lightspeed may bring civil action demanding immediate possession and ownership of any domain that is subject to this provision and you agree that you will be liable for all legal costs associated with the bringing of said legal action.
1. BASIC AGREEMENT
1.1 Upon acceptance by Affiliate of the terms and conditions contained herein and continued compliance herewith, Affiliate shall be allowed to participate in the LightspeedCash.com Affiliate Program (the "Program") wherein Lightspeed shall provide to Affiliate a limited license to use certain intellectual property of Lightspeed on Affiliate's Web sites solely for the limited purposes of marketing and promoting any Lightspeed site. As consideration for any traffic directed by Affiliate to Lightspeed through Affiliate's marketing and promotional efforts and that converts into revenue to Lightspeed, Lightspeed shall pay to Affiliate compensation, as set forth in section 3 below.
1.2 Prohibited Countries: Due to excessive fraud attempts, Lightspeed does not allow webmasters who reside in the following countries to participate in our program: Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, North Korea, South Korea, Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, and Yugoslavia. Lightspeed reserves the right to amend this provision from time to time.
2. RIGHTS GRANTED TO AFFILIATE
Lightspeed grants to Affiliate each of the following rights:
2.1 The nonexclusive right to refer, direct or send visitors or users of Affiliate's Web site(s) to websites owned, controlled and/or operated by Lightspeed ("Lightspeed Web sites");
2.2 A limited nonexclusive, nontransferable and fully revocable license to access and download promotional banners, links and other promotional materials created and owned by Lightspeed for use on Affiliate Web sites for the sole and exclusive purpose of advertising, marketing or promoting Lightspeed Web sites. Affiliate may post as many of these banners and other materials on its site(s) as desired.
2.3 Lightspeed owns and retains all right, title and interest in and to its intellectual property, copyright, trademarks, patents, and in the files, promotional banners and other material provided by Lightspeed, including all images that are a part of said banners and promotional material. Upon termination of Affiliate's participation in the Program and/or termination of this Agreement, the grant of right and license set forth in subsection 2.2 above, shall cease and terminate, and Affiliate shall immediately remove all Lightspeed files, banners, ads, and any and all other Lightspeed intellectual property, copyrighted material, trademarks, and patents, if any, from Affiliate's Web sites.
2.4 Affiliate is not authorized and shall not change Lightspeed's names, file names, trademarks, service marks, design logos, banners, ads or other material for any purpose other than as expressly set forth herein or in any modification to this Agreement by Lightspeed.
2.5 Affiliate specifically acknowledges and agrees that it shall not modify, edit, resize, redact, or otherwise change any of Lightspeed's names, file names, trademarks, trade names, service marks, design logos, banners, ads or other material for any purpose whatsoever. Affiliate further acknowledges and agrees that any such change or changes will be a material breach of this Agreement and shall constitute an infringement of Lightspeed's copyrighted and/or trademarked intellectual property. may result in your account being terminated, all money due forfeited and subject to legal action for immediate injunction as well as recovery of damages. You also agree to compensate Lightspeed for attorney’s fees and costs as necessary to protect Lightspeed’s rights as set forth herein.
2.6 Affiliate agrees and covenants to notify Lightspeed of all Uniform Resource Locator (URL) a.k.a. "Web site" locations where it has published Lightspeed's names, file names, trademarks, trade names, service marks, design logos, banners, ads or other material pursuant to this Agreement, specifically identifying the names, file names, trademarks, design logos, banners, ads or other material posted at each URL. Affiliate further acknowledges and agrees that failure to notify Lightspeed of these locations constitutes a material breach of this Agreement and each such posting of which Affiliate fails to notify Lightspeed shall constitute an infringement of Lightspeed's copyrighted and/or trademarked intellectual property.
2.7 For any infringement of Lightspeed’s intellectually property as outlined in any subparagraph above, Lightspeed may provide notice of the infringement as well as a reasonable time to correct the infringement. Affiliate also agrees that continued infringement may result in Affiliate's account being terminated, all money due forfeited and subject to legal action for immediate injunction as well as recovery of damages. You also agree to compensate Lightspeed for attorney’s fees and costs as necessary to protect Lightspeed’s rights as set forth herein.
3. PAYMENT OF COMPENSATION
Lightspeed will pay Affiliate for Web traffic to Lightspeed Target Page(s)
from a banner or link posted on Web page(s) of Affiliate's site(s) as
3.1 Per Sign-Up Payments: Affiliate will be paid a flat rate of thirty-five United States Dollars ($35 USD) per new trial membership, full membership, or renewal new sign-up to Lightspeed sites. In addition to the standard per sign-up rates of $35 USD, Lightspeed maintains a variety of other payout rates for sites and products on the Program.
3.2 Revenue Share Payments: As an alternative to the per sign-up compensation option, Lightspeed offers a Revenue Sharing option to Affiliate. Under the Revenue Sharing option of the Program, Affiliate may receive 60% of the gross receipts from referred accounts.
3.3 Bonus Terms and Conditions: The following terms and conditions apply to bonus programs being conducted by Lightspeed via Lightspeed's LightspeedCash.com Advertising Program (hereafter the "Lightspeed Program").
(i) New Webmaster Bonus terms and conditions of participation:
(a) Structure of the Promotion:
Lightspeed will pay Bonus to any eligible Affiliate who refers other Webmasters to the Lightspeed Program. The bonus payable shall be no more than Ten Percent (10%) of all non-recoverable revenues generated by the referred Webmaster. Only newly established accounts shall be eligible for the Bonus, and no individuals or companies with pre-existing accounts on the Lightspeed Program shall be considered eligible. Any accounts that have been suspended or terminated from the Program for fraudulent activity, spamming or any other reason for termination are not eligible for the Bonus. Only one account per individual or company will be eligible for the Bonus, regardless of how many accounts the individual or company has established on the Lightspeed Program.
(b)Dispersal of the Bonus Payment:
If Affiliate is eligible and meets the requirements for the Bonus then the Bonus amount shall be added to the sum of their earnings for the pay period in which the non-recoverable revenues are received by Lightspeed.
(b) Affiliates are prohibited from "referring" their own accounts/sales as such "self-referrals" will result in termination of all Program accounts operated by the Affiliate.
(ii) Lightspeed reserves the right to add additional bonus programs in the future.
3.4 All payments are made by check in U.S. dollars. Payments are mailed on a semi-monthly basis. Payment will only be sent if the amount due to Affiliate is at least USD $100. Payment will be carried over from week to week until the amount due to Affiliate is at least US $100 or the minimum payout you set. If Affiliate is a foreign, non United States resident participant, Affiliate may request that Lightspeed withhold payment until the amount due is US$300 or greater, so as to incur lower banking fees.
3.5 Affiliate agrees, by accepting and negotiating payment received from Lightspeed, that the payment received is payment in full for any and all advertising space and traffic for the Pay Period to which the payment applies.
3.6 A "referral" from an Affiliate Web site entitling Affiliate to a "commission" is defined as follows:
(i) A person who has been directed to an authorized website owned, controlled or operated by Lightspeed ("Lightspeed Web site") through the use of a hypertext transfer link residing on Affiliate's Web site in the form of a banner ad or other promotional link which automatically connects any person who clicks on the banner ad or other promotional link to a Lightspeed Web site, and which banner ad or other promotional link has been supplied to Affiliate as part of the Program; and
(ii) That person who, after having been directed to a Lightspeed Web site through the use of the hyperlink banner ad or other promotional link supplied to Affiliate residing on Affiliate's Website, has been converted into a subscriber or member of a Lightspeed Web site.
4. RESTRICTIONS ON PAYMENT OF COMPENSATION
4.1 Affiliate is not entitled to a commission for any Lightspeed subscriber sent or referred to a Lightspeed Website in violation of the terms of this Agreement, or for any Lightspeed subscriber who does not fall within the terms of paragraphs 3.6 (i) & (ii).
4.2 Affiliate is not entitled to a commission from Lightspeed for any subscription which Lightspeed determines is the result of potential fraudulent activity. Lightspeed shall have the right, in its sole and absolute discretion, to expand or modify what it determines to constitute potential fraudulent activity. Without limiting the foregoing, potential fraudulent activity includes, but is not limited to, the following circumstances or activities:
(i) The subscriber used or attempts to use a credit card number that is in a "negative database";
(ii) There are multiple subscriptions from a single Internet Protocol (IP) address within a one (1) month period of time;
(iii) There are sequential or multiple subscriptions under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers;
(iv) There is a pattern of "bursting subscriptions" characterized by numerous subscriptions from a website in a relatively short time span (the "bursting period"), where there has been history of few subscriptions from that website before or after the bursting period.
(v) There are sequential or multiple attempts to register or subscribe from a credit card using the same "bin number" and sequential or multiple number strings are used to complete the credit card number.
(vi) There are subscriptions from an IP address that matches the IP address Affiliate used in establishing an account in the Program, or an IP address that is otherwise known to be used by Affiliate.
4.3 Lightspeed has the right to deny or withhold payment from Affiliate, and to terminate Affiliate from the Program, if there is an abnormal number of chargebacks or cancellations of memberships or subscriptions which have been referred to Lightspeed through Affiliate's Web sites. Lightspeed shall determine, in its sole and absolute judgment, what constitutes an abnormal number of chargebacks or cancellations of memberships or subscriptions.
5. TERM AND TERMINATION
5.1 This Agreement is not for any specific term or duration of time. Affiliate may terminate this Agreement at any time, for any reason or for no reason; and, this Agreement and/or the Program may be terminated by Lightspeed, in its sole and absolute discretion, at any time, for any reason or no reason.
5.2 Affiliate shall terminate participation in the program by notifying Lightspeed by E-mail at firstname.lastname@example.org of Affiliate's intent to terminate participation in the Program.
5.3 In the event this Agreement is terminated, Affiliate shall be entitled to any unpaid commissions or referral fees earned prior to the date and hour of termination. Affiliate shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received after the date and time of termination.
5.4 If this Agreement is terminated due to Affiliate's breach of any portion of this Agreement, Lightspeed reserves the right to withhold any amounts then due and owing to Affiliate.
6. AFFILIATE'S RESPONSIBILITIES AND DUTIES
6.1 Affiliate shall only use and promote on Affiliate Web sites Lightspeed approved advertising banners, links, and other promotional materials.
6.2 Affiliate shall not use or employ any form of mass unsolicited electronic mailings, newsgroup postings, IRC postings, adware, spyware, malware marketing or any other form of "spamming" as a means of promoting Affiliate Web sites or for the purpose of directing or referring users to any web sites owned, operated or controlled by Lightspeed.
Affiliate further acknowledges and agrees that Lightspeed has the right to immediately, and without notice, terminate your participation in the Program if Lightspeed, in its sole and absolute discretion, concludes that Affiliate has engaged in the use of any form of mass unsolicited electronic mail solicitations, newsgroup postings, password selling or trading, warez, IRC posting, adware, spyware, malware marketing or any other form of "spamming". NOTE: LIGHTSPEED HAS ZERO TOLERANCE FOR SPAMMING. IF AFFILIATE SPAMS, PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, AFFILIATE WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL MONEY OTHERWISE DUE TO AFFILIATE WILL BE FORFEITED. IF AFFILIATE WISHES TO SEND TRAFFIC TO LIGHTSPEED SITES VIA ELECTRONIC MAIL PROMOTION, AFFILIATE MUST DO SO IN COMPLIANCE WITH THE CAN-SPAM ACT (- CLICK HERE TO REVIEW THE TEXT OF THE CAN-SPAM ACT), THE FTC's FINAL RULE REGARDING SEXUALLY EXPLICIT COMMERCIAL EMAIL (- CLICK HERE TO SEE THE FTC's RULES) AND THE TERMS LISTED BELOW:
1) All email must include the mark SEXUALLY-EXPLICIT: (in this exact form) in the subject heading. This mark in the subject line must be in ASCII format.
2) The SEXUALLY-EXPLICIT: mark must also be included in the initially viewable area (termed the "brown paper wrapper") of the email message. The initially viewable area of the message is defined as the portion of the message that is immediately visible to the recipient without taking any affirmative action to view the message, like scrolling down or clicking a link that leads to the sexually explicit material.
3) Sender must EXCLUDE from both the subject heading and initially viewable area of the message any sexually explicit words or visual depictions. Therefore, the subject heading and initially viewable area must EXCLUDE words and/or images that depict the following:
Actual or simulated -
(A) Sexual intercourse, including genital-genital, oral-genital, anal-genital, or oral-anal penetration, whether between persons of the same or opposite sex;
(D) Sadistic or masochistic abuse; or
(E) Lascivious exhibition of the genitals or pubic area of any person.
4) In addition to the SEXUALLY-EXPLICIT: mark, the initially viewable area of the email must also include the following:
a. clear and conspicuous notice that email message is for an advertisement or solicitation
b. clear and conspicuous opt-out instructions and link
c. functioning return email address or other internet based mechanism to opt out;
d. clear and conspicuous valid physical postal address of email sender; and
e. instructions as to how to access the sexually explicit materials.
"Clear and conspicuous" means that the recipient must be able to actually read the text without altering it. One cannot, for example, place the physical address (or other required information) in a color that cannot be distinguished from the background, or in a font size that is too small to read.
If you have any questions concerning the Lightspeed mailing terms, please contact email@example.com
6.3 Except as expressly authorized by Lightspeed in this Agreement or otherwise, in writing, Affiliate shall not copy, reproduce, alter, modify, change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided by Lightspeed pursuant to this Agreement in whole or in part, in any form or manner, at any time or anywhere in the World.
6.4 Affiliate shall ONLY use Promotional Pictures and Images provided by Lightspeed to promote sites that are included in the Program. For purposes of this Agreement Promotional Pictures and Images means any of the images and/or videos provided on LightspeedCash.com.
6.5 Affiliate shall disseminate, transmit, broadcast or distribute the material provided through the Program only to consenting adults over the age of eighteen (18) years, twenty-one (21) years in those locations where that is the age of majority.
6.6 All content displayed on any web site containing Lightspeed banners or links, and all content displayed on any web site to which Affiliate provides third party links to, must comply with all local laws and community standards. Accordingly, Affiliate shall not include, or link to, any of the following within a website that contains Lightspeed banners or links, or directly or indirectly link any of the following content or material to any Lightspeed website through any hyperlinks maintained or created on Affiliate's Web sites:
(i) Material deemed obscene by Lightspeed, including without limitation, materials depicting bestiality, rape or torture;
(ii) Any material not in full compliance with the provisions of 18 U.S.C. Sec. 2257;
(iii) Any material that constitutes child pornography, any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations, or material that 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. Prohibited material mentioned herein includes the use of the term 'lolita' for any purpose in any fashion including, but not limited to, within meta-based tags;
(iv) Any material deemed by Lightspeed to be threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;
(v) Any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights including without limitation, copyrights, trademarks, rights of publicity, patent rights, personal property rights, privacy rights or any other intellectual property right; or
(vi) Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.
7. REPRESENTATIONS AND WARRANTIES
Affiliate hereby represents and warrants each of the following:
7.1 That if Affiliate is an individual person, he/she is over the age of eighteen (18) years;
7.2 This if Affiliate is an entity (i.e., corporation, limited liability company, etc.) that all individuals employed or associated with Affiliate in any way are over the age of eighteen (18) years; and
7.3 That the individual who provides information pursuant to the Program and accepts this Agreement has full, lawful power and authority to enter into and to carry out the terms of this Agreement.
8. UNITED STATES TAXATION
All United States residents and corporations, and foreign participants who are residents of the United States, are required to provide a completed and signed United States Department of Treasury Internal Revenue Service Form W-9 setting forth information including a United States Federal Employer Identification Number, or Social Security Number.
9. RIGHTS OF LIGHTSPEED
9.1 Lightspeed shall have the right, in its sole and absolute discretion, to terminate the Program and any and all Program Benefits relating to Affiliate's participation in the Program at any time and may do so with or without cause.
9.2 Lightspeed shall have the right, in its sole and absolute discretion, to change or modify the Program, including without limitation, the right to pay an Affiliate participating in the Program based on "click through's" rather than a flat commission or fee for a referral, as defined in section 3. If at any time Lightspeed changes or modifies the Program, Affiliate shall have the right to withdraw and terminate participation in the Program.
10. NO PARTNERSHIP, JOINT OR COLLABORATIVE VENTURE
10.1 Nothing contained in this Agreement shall create or be deemed to create a partnership, joint venture or other business combination or venture of any kind between Affiliate and Lightspeed, its subsidiaries, affiliated entities, successors or assigns; nor shall any term contained in this Agreement constitute or create any agency or employment relationship between Affiliate and Lightspeed, its subsidiaries, affiliated entities, successors or assigns.
10.2 Lightspeed has no control over nor ownership interest in Affiliate or Affiliate's Web sites, and Affiliate has no financial or other interest in Lightspeed, its subsidiaries, affiliated entities or any property owned by such entities, except as expressly set forth herein.
11. NO CONTENT CONTROL, MONITORING OR SUPERVISION
11.1 Lightspeed does not monitor, supervise or review content contained on Affiliate's Web sites. Lightspeed is not responsible for any content appearing or otherwise distributed on, at or in association with Affiliate's Web sites that is provided by Affiliate or independent third parties.
11.2 Lightspeed has no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by Affiliate on, at or in association with Affiliate's Web site except as specifically set forth in this Agreement.
12. NO WARRANTY OR GUARANTY
Lightspeed makes no guaranty of any kind with respect to the Program or materials provided by, through or in association with the Program, and all materials are provided to Affiliate "as is", and use of the Program and associated materials is solely at Affiliate's risk. Lightspeed disclaims all warranties, either express or implied including, but not limited to, warranties of merchantability and fitness for a particular purpose with regard to the Program and any and all materials of every kind supplied to Affiliate as part of this Program.
13. NO GUARANTY OF SUCCESS OR PROFITABILITY
Lightspeed cannot guaranty or promise Affiliate any level of success or profitability due to Affiliate's participation in the Program. Affiliate has unilaterally entered into an Internet service business and all risk of loss, cost and expense of Affiliate doing business shall be borne solely by Affiliate.
14. FORCE MAJEURE
Neither party shall be liable for any loss or delay, nor be considered in breach of this Agreement, due to an act of God, fire, natural disaster, terrorist act, strike or other labor stoppage, declaration of war or military intervention, computer system/server failure, credit card processing failure, network failure, governmental action, or any other cause outside the control of the parties.
15. LIMITATION OF LIABILITY
Lightspeed, its subsidiaries, affiliated entities, employees, independent contractors, agents, representatives, assigns and successors shall not be liable to Affiliate, or any other person or entity, for any direct or indirect losses, injuries or incidental, consequential or other damages (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Lightspeed website, or arising from or in connection with this Agreement or the use of the Lightspeed Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Lightspeed's services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML.
Affiliate shall indemnify and hold Lightspeed, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors and any successor-in-interest or assign (the "Indemnified Parties") harmless from any breach of this Agreement by Affiliate, including any use of Program materials other than as expressly authorized in this Agreement. Affiliate agrees that the Indemnified Parties shall have no liability in connection with any such breach or unauthorized use, and Affiliate agrees to indemnify for any resulting loss, damage, judgment, award, cost, expense, and attorneys' fees of the Indemnified Parties. Affiliate shall also indemnify and hold the Indemnified Parties harmless from and against any and all claims brought by third parties arising out of Affiliate's use of the information accessed from a Lightspeed Web site.
17. TRANSFER OR ASSIGNMENT
17.1 This Agreement shall not, under any circumstances, be transferred or assigned by Affiliate to any other person or entity, and any attempted transfer or assignment of a membership shall be void.
17.2 Lightspeed may, at any time, in its sole discretion and without prior notice to Affiliate, transfer or assign this Agreement to an affiliated or non-affiliated person or entity.
This Agreement is subject to change or modification by Lightspeed at any time and changes shall become effective upon notice to Affiliate by e-mail, posting at or via hyperlink to a Lightspeed Website, or by mail. An Affiliate may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.
19. NOTICES TO LIGHTSPEED OR AFFILIATES
Notices from a Lightspeed Website to Affiliates may be given by means of electronic messages to the email address on file for Affiliate (email), by general posting on the Website, or by conventional mail. Communications from Affiliate to Lightspeed may be made by electronic messages (email) or conventional mail, unless otherwise specified in this Agreement.
All notices to Lightspeed sent by electronic mail shall be to firstname.lastname@example.org.
Notices from Lightspeed shall be deemed delivered when sent by Lightspeed to Affiliate; notices of changes or modifications to this Agreement shall be accepted by Affiliate upon the first use by Affiliate of the Materials provided in the Program after such notice was sent; and, such acceptance of a change or modification shall be deemed to relate back to the date such change or modification was originally sent by Lightspeed.
20. CHOICE OF LAW, ARBITRATION AND ATTORNEY'S FEES
This Agreement shall be governed by the laws of the State of Georgia. With regard to any claim involving the Intellectual Property Rights of Lightspeed , Affiliate agrees that Lightspeed may bring an action in the State of Georgia, where Lightspeed provides some of its services, or in the State of Arizona where some services are also provided and that Affiliate consents to jurisdiction and venue in either location. In the event of any dispute other than Intellectual Property Rights of Lightspeed arises under this Agreement, the parties agree to submit such dispute to binding arbitration in accordance with the rules of the American Arbitration Association without regard to the amount in controversy or the nature of relief sought; except that the parties waive their right to a trial de novo following arbitration. The arbitrator shall be chosen by the parties and shall be a person who is experienced in electronic commercial law and transactions. If the parties cannot agree on a single arbitrator, each party shall forthwith select an arbitrator of its choice, and the arbitrators thus appointed shall then forthwith select a third arbitrator who shall be deemed Chief Arbitrator. Any final determination of an arbitrator shall be final and binding upon the parties. Judgment on the award rendered by the Arbitrator may be entered in any state, territory or possession of the United States. With further respect to any arbitration arising hereunder, the substantially prevailing party in any such action shall be entitled to its costs and reasonable attorneys' fees. Both parties shall evenly divide the costs of Arbitration,
The failure of any party hereto to insist upon strict performance of any covenant or agreement contained herein, or to exercise any option or right, shall not be construed to be a waiver or relinquishment of any such option or right, or of any other covenants or agreements, but the same shall be and remain in full force and effect.
If any provision of this Agreement is held to be invalid or unenforceable, in any respect, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, but, to the contrary, this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
22. ENTIRE AGREEMENT, HEADINGS, AND NEUTRAL CONSTRUCTION
This Agreement and any changes or modifications thereto by Lightspeed and accepted by Affiliate expresses the entire agreement between the parties regarding Affiliate's participation in the Program, and all materials directly and indirectly related thereto, superseding and negating any prior or contemporaneous agreements, whether written or oral. There are no representations, agreements, arrangements or undertakings relating to the matters addressed which are not fully expressed herein. The headings are for convenience only and shall not be construed to give any substantive meaning to the agreement between the parties. This Agreement shall be construed neutrally and as the commemoration of the mutual assent of both parties rather than for or against either party.
23. REVIEW BY ATTORNEY
Lightspeed strongly advises that Affiliate review this Agreement with an attorney before acceptance of its terms so Affiliate is fully apprised of all its rights, duties and obligations under this Agreement. Affiliate acknowledges that nothing herein and no statement by Lightspeed or any employee, representative, agent or other person associated with Lightspeed has in any way prevented or inhibited Affiliate from seeking such independent legal advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and you have been given reasonable opportunity to seek the advice of independent counsel with respect to this Agreement and all transactions associated herewith.
24. ACCEPTANCE AND EXECUTION
By CLICKING ON THE "Accept" BUTTON on the LightspeedCash.com Sign-Up Page, and by signing up for the LightspeedCash.com program, and by supplying Lightspeed with all the information required to create an account on the Program, Affiliate has accepted all of the terms and conditions set forth herein above.