Both parties desire to establish the general terms and conditions which shall govern advertising and commission arrangements between You and Us resulting from our participation in Impact Tech.

TERMS AND CONDITIONS

1. From time to time, We may post on Impact Tech offers (each, a “Custom Term”) to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below).
2. If You accept one of our Custom Terms on Impact Tech’s publisher interface, we will have entered into an “Engagement.” Each Engagement shall have the same identification number as the original Custom Terms that lead to the Engagement and shall be governed by the terms and conditions of this Agreement and the additional terms that We make available on Impact Tech’s publisher interface. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.
3. At any time we may, with or without notice (a) implement new rules that may apply to any Custom Terms or Engagement; (b) change, suspend or discontinue any aspect of a Custom Term or an Engagement; or (c) remove, alter, or modify any graphic or banner ad that we have submitted for a Custom Term or an Engagement. You agree to promptly implement any request from Us or Impact Tech to discontinue your participation or otherwise remove, alter or modify any such content, graphic, banner ad, or other method of promotion.

1. You hereby agree to comply with all applicable laws.
2. You hereby agree that the position, prominence and nature of links on Your site shall comply with any and all requirements specified in the Engagement.
3. You agree not to make any representations, warranties or other statements concerning Us, Our site, our partners, any of Our products or services, or Our site policies, except as expressly authorized by the Engagement.
4. You are responsible for notifying Us and Impact Tech of any malfunctioning of the URLs specified in the Engagement (the “Required URLs”) or other problems with Your participation in the Engagement. We will respond promptly to all concerns upon receipt of Your notification.
5. The Federal Trade Commission has issued guidelines (available here) regarding online advertising in general, and requiring individuals providing endorsements and testimonials to clearly and conspicuously disclose that they have been (or will be) paid to advertise a product. You agree to be compliant with these and all other applicable Federal Trade Commission regulations, as well as all other applicable laws and regulations in the countries where the Qualifying Links are intended to be used.

1. We agree to pay to You the commission specified in the Engagement if We sell to a visitor to Our site (a “Customer”) a product or service that is the subject of the Engagement and if that Customer has accessed Our site and purchased the product or service via a Qualifying Link. Any commission paid hereunder will be based off net sales; We will deduct any and all third party distribution costs, discounts or applicable taxes from gross sales receipts in order to arrive at our net sales figures. Unless otherwise indicated, all payments will be in U.S. dollars and made to You by Impact Tech in accordance with their policies. SILVADEW is not liable for any errors or delays in the processing of payments that are as a result of Impact Tech systems or processes.
2. The party receiving payment will be responsible for any bank charges assessed by the recipient’s bank. SILVADEW may withhold and offset against its current or future payment obligations under this Agreement, or require You to return within 30 days of any invoice, any overpayments previously authorized. Cancellation adjustments will be applied on an ongoing basis for orders canceled by our customers in accordance with our refund policies. Each party will be responsible for the payment of all federal, state, and local sales, use, value added or other taxes that are levied or imposed on it by reason of the transactions under this Agreement (other than for taxes based on the other party’s income or as set forth above). If a party is required to pay any such taxes for which the other party is responsible, then the taxes will be billed to and paid by such other party.
3. A “Qualifying Link” is a link from Your site to Our site using one of the Required URLs or any other URL provided by Us for use in the Impact Tech Network (B2C) if it is the last link to Our site that the Customer uses during a Session where a sale of a product or a service to Customer occurs.
4. A “Session” is the period of time beginning from a Customer’s initial contact with Our site via a link from Your site and terminating at the earlier of:

1. Each party owns and shall retain all rights, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
2. Subject to Your continued compliance with the terms of this Agreement, We grant to You a limited, revocable, non-exclusive, worldwide (subject to applicable laws) license to use, reproduce and transmit the name, logos, and trademarks of SILVADEW and its approved partners, as designated in the Engagement or during the registration process on Impact Tech, on Your site solely for the purpose of creating links from Your site(s) to Our site(s) or to promote an eligible product or a service to prospective Customers during Engagements.
3. Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Subject to Your continued compliance with the terms of this Agreement, SILVADEW will grant You a revocable, limited non-exclusive license to access SILVADEW’s Catalog API, solely to make SILVADEW course description information available to end users through Your Site.
4. You grant to Us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic, banner ad, or promotional content published by You solely for co-branding purposes or as a return link from Our site(s) to Your site(s). We will remove such graphic or banner ad upon Your request.

1. During the course of Your performance of services for Us, You will receive, have access to and create documents, records and information of a confidential and proprietary nature to SILVADEW. You acknowledge and agree that such information is SILVADEW’s asset, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of SILVADEW and its clients must be kept strictly confidential and used only in the performance of Your duties under this Agreement.
2. You shall not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except as otherwise directed by SILVADEW in the course of Your performance of services under this Agreement, and thereafter only with the written permission of SILVADEW. Upon termination of this Agreement or upon the request of SILVADEW, You will return to SILVADEW all of the confidential information, and all copies or reproductions thereof, which are in Your possession or control.

1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through Impact Tech. Termination of an Engagement shall not terminate this Agreement or any other Engagement.
2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least seven day’s prior written notice of such termination to the other party and Impact Tech. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment for transactions occurring prior to termination, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.
3. Notwithstanding Section 6.2 above, We may terminate this Agreement immediately if You are in breach of any provision of the Agreement and fail to cure that breach, if You act fraudulently, or if You cease Your business operations or become subject to insolvency proceedings. In the event of termination in accordance with this Section, any and all payment obligations shall immediately cease.
4. Upon termination of this Agreement: (a) all rights granted and obligations incurred by one party to the other that are intended to cease upon termination will cease immediately; and (b) upon request each party will promptly return or destroy all confidential information of the other party.

1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party’s site will not (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

1. You agree to indemnify, defend and hold Us, our directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including settlement costs and reasonable attorneys’ fees) brought by a third party and SILVADEW partner, arising out of Your breach, or alleged breach, of any of Your representations or obligations hereunder.

1. Excluding the damages that arise out of the obligations set forth in Section 7, In no event shall SILVADEW be liable to You for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
2. The parties agree that Impact Tech, Inc. and its publishers, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce this Agreement shall be brought in the federal or state courts located in Santa Clara County, California. If you need to send official correspondence, send it via registered mail to Our headquarters to the attention of Our legal department.
3. By accepting any Custom Terms through Impact Tech, You agree that you will be deemed to have executed, and will be bound by, this Agreement.
4. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.