Silvertree Networks is an authorized independent contractor retailer of DISH Network L.L.C. DISH, DISH Network and DISH Network logos are registered trademarks and/or servicemarks of DISH Network L.L.C., and/or its applicable affiliates.

Silvertree Networks is an authorized independent contractor retailer of ADT Security Services, Inc. ADT and the ADT logos are registered trademarks and/or servicemarks of ADT Security Services, Inc. and/or its applicable affiliates.

Silvertree Networks is an authorized independent contractor retailer of Hughes Network Systems LLC. HughesNet and the HughesNet logos are registered trademarks and/or servicemarks of Hughes Network Systems LLC and/or its applicable affiliates.

Silvertree Networks is an authorized independent contractor retailer of General Electric Security. GE Security and the GE Security logos are registered trademarks and/or servicemarks of the General Electric Company and/or its applicable affiliates.

Silvertree Networks is an authorized independent contractor retailer of ContentWatch Inc. ContentWatch and the ContentWatch logos are registered trademarks and/or servicemarks of ContentWatch Inc. and/or its applicable affiliates.

Terms and Conditions and Network Policies of Silvertree Networks

This is the Publisher Membership Agreement that will govern your participation on this Silvertree Networks. Please read this Agreement, then scroll to the bottom of the page to digitally sign this Agreement. To print a copy of this Agreement, please use your browser’s print command.

PUBLISHER MEMBERSHIP AGREEMENT
This Publisher Membership Agreement is between Silvertree Networks, LP ("Silvertree"), and You ("You" or “Your”). If You have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity.
This “Agreement" refers to, individually and collectively depending upon the context, this Publisher Membership Agreement and any and all Network Policies and Guidelines as in effect from time to time and found at http://www.silvertreenetworks.com/terms.html.
In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1 Registration, etc. 1.1 Registration. To use (or continue to use) Silvertree as a Network Publisher, You must provide Silvertree with truthful, accurate and complete registration information. If any such information changes, You must immediately update Your registration information.
1.2 Verification. Silvertree has the right to confirm or otherwise verify or check, in its sole determination, the truth and accuracy of any registration information at any time. Please note that the verification of Your registration information, specifically, your name, address and Tax identification number, against a third party database may be considered under certain laws to constitute a "credit check.” Notwithstanding that, your participation in the Silvertree Network as a Network Publisher does not depend on Your credit worthiness or financial stability. Silvertree is not making as part of the registration process, and will not otherwise make, any type of inquiry to any third party regarding any individual’s credit history and personal financial information without first obtaining such individual’s express prior authorization to do so. Please be advised that if any information is determined in good faith by Silvertree to be misleading, inaccurate or untruthful, Silvertree may restrict, deny or terminate Your account, Your access and use of, and/or any benefits derived from Your participation on, any Silvertree Network; Silvertree may also withhold payment of any commissions and/or other fees that may be or become due or payable to You, and may assess charges against such amounts for Silvertree’s activities in connection with the investigation and/or verification of such information and/or otherwise in accordance with this Agreement.
1.3 Participation. To join any Silvertree Network, You must be an individual who is at least 18 years old or an entity, and must provide at Your expense your own computer equipment and Internet access. You hereby warrant that you are 18 years or older or an entity.
2 Defined Terms 2.1 The following terms have the meanings indicated:
“Advertiser” means any person that owns or operates a Site and/or other business that can acquire customers or other types of end users by way of the Internet.
“Content” means information, data, text, documents, software, music, sound, photographs, graphics and video.
A "corporate affiliate" of a person is any other person that, directly or indirectly, controls such person, is controlled by such person, or is under common control with such person, with "control" meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person.
An “end user” means an actual or potential consumer, customer or other natural person.
An "Advertiser Engagement" means any type of agreement or arrangement between a Network Advertiser and any Network Publisher or between Silvertree and any Network Publisher that can be performed on or in relation to the Internet, including affiliate marketing, performance-based linking, insertion order, or any other type of agreement or arrangement.
A "Silvertree Engagement" means any type of agreement or arrangement between Silvertree and any Network Publisher that can be performed on or in relation to the Internet, including affiliate marketing, performance-based linking, insertion order, or any other type of agreement or arrangement.
An “entity” means a sole proprietorship, corporation, partnership, limited liability company, trust, government agency or instrumentality or other entity recognized by law as a legal person separate from its owners.
The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."
"Intellectual Property Rights" means technology, templates, designs, Sites, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto.
A "link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button," text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site.
"Silvertree Network" means one or more of the online advertising networks operated by Silvertree. “
Silvertree Offerings” means (a) Silvertree’s offerings to be a Network Publisher or Network Advertiser participating on any Silvertree Network and (b) offerings provided by Silvertree or any Silvertree Related Parties in the form of technology, software, reports and databases, customer support, account management and other client services, symposia, summits and other educational and networking events, as well as any other tools, services, and other resources that may be provided or otherwise made available from time to time.
“Silvertree Related Parties” means Silvertree’s corporate affiliates and its and their contractors, licensors, licensees and suppliers.
The phrase “provided by Silvertree” or “Silvertree-provided” shall, when used in relation to tools, services, resources or other offerings, encompass the provision thereof by Silvertree or Silvertree Related Parties.
The phrase “tracked by Silvertree” or “Silvertree-tracked” shall, when used in relation to any engagement, encompass the tracking thereof by Silvertree or Silvertree Related Parties.
"Network Advertiser" refers to an Advertiser that participates on one or more Silvertree Networks and, through such participation and use of the appropriate Silvertree Offerings, desires or seeks to recruit Network Publishers to enter into engagements with such Advertiser in order to display, distribute or place its qualifying links for compensation.
"Network Publisher" refers to a Site that participates on one or more Silvertree Networks and, through such participation and use of the appropriate Silvertree Offerings, desires or makes itself available to be recruited or to enter into engagements to display, distribute or place qualifying links of Network Advertisers for compensation.
"Network Publisher Account Area" means, for any Silvertree Network, the Webpage(s) or other area of the Site having the URL designated from time to time by Silvertree for use by members of that Network for the purpose of facilitating formation of qualifying links, accessing reports and otherwise participating in such Silvertree Network.
A "person" is to be broadly construed and includes any natural person or entity.
A "qualifying link" means any type or format of link that is provided or authorized by Silvertree or a Network Advertiser to be displayed, distributed or placed on or by a Site pursuant to an engagement and which, through addition and/or use of any technology and/or methodology, can be tracked so that such Silvertree or a Network Advertiser can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term “qualifying link” shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a qualifying link. Silvertree’s current commission schedule does NOT include any payment for click-throughs, impressions, etc. The only commissions paid by Silvertree are valid transactions (as defined herein) that occur via a final and binding transaction with a valid payment that results in a commission generated per our regular and amendable commission schedules.
"Site" means, as the context requires, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and programming, that are on, provided, or accessible through the Web or works on or in relation to the Web, or (b) a person owning or operating any such Site, or (c) both. A person that owns or operates a Site may have offline businesses which would not preclude it from being a Site for the purposes of this Agreement.
A "tracked activity" means any type of preagreed or predefined activity or result that is sought by an Advertiser in relation to a qualifying link. The kinds of tracked activities that an Advertiser may seek to promote through such arrangements may include, by way of example, impressions, click-throughs, the sale of products or services, the downloading of software, files or other items, the completion of an application, registration or other form, the opening of an account, membership enrollment, or any other kind of action, transaction or activity that can be tracked and reported upon.
"Web" or "Internet" or "online" means the global computer network currently referred to as the Internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it.
3 Participation; Your Business
3.1 Participation. Subject to the terms and conditions in this Agreement, You may use the Silvertree Offerings to Network Publishers via the Network Publisher Account Area or otherwise to enter into, track and report on, and/or manage (or have managed) Silvertree-tracked engagements on behalf of Your business.
3.2 Voluntary Participation. Your participation in any one or more Silvertree Networks is as a Network Publisher. Your participation is purely voluntarily and You may terminate Your participation at any time. Neither Silvertree nor any Network Advertiser shall be construed or deemed as having solicited, requested or procured You or Your services to promote Silvertree or any Network Advertiser or its respective trade or business, or goods, products, property, or services.
3.3 Not a Supplier, etc. You are not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to Silvertree, and neither Your participation on any Silvertree Network, use of any Silvertree Offerings or receipt of payment of any compensation under any Silvertree-tracked engagement shall be construed or be deemed to be an inducement for, solicitation of You to provide any products or services to Silvertree.
3.4 Prohibited Activities. In respect or in relation to any Site (or portion thereof) used by You in connection with Your participation on any Silvertree Network, You may not engage in any activity that is or constitutes, or that involves, facilitates, advocates or promotes, one or more of the following: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability; (b) libelous, defamatory, threatening, harassing, tortious, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities; (d) gambling; (e) sale, export or use of illegal substances; (f) terrorism, sedition or other illegal activities; (g) MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights (h) a conflict or violation of any law or regulation or any Intellectual Property Rights or other rights of any person or entity; (i) harm to minors in any way; or (j) impersonation of any person, including any Silvertree representative, or misrepresentation of affiliation with any person.
4 Engagements; Qualifying Links.
4.1 Use of Qualifying Links. Each qualifying link used by You in relation to a Silvertree-tracked engagement must include, in unaltered form, the special "tagged" link codes and/or other transaction tracking codes in the manner and format made available or otherwise dictated by Silvertree that, among other things, associate such qualifying link with such engagement.
4.2 Valid Referrals Only. You will place or use qualified links only with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable tracked activities. You may not, nor knowingly permit any person to, activate a qualifying link or inflate the amount of any sought-after or resulting tracked activities through any method or technology that does not actually deliver an end user to the destination Site associated with such qualifying link.
4.3 Silvertree’s Determination Final and Binding. All determinations of qualifying links and the compensation due to You made by Silvertree shall be final and binding on You. Silvertree is under no obligation to investigate or resolve any claim or dispute involving You and any Network Advertiser or other third party person. You acknowledge that, even if the specific Silvertree Network that you participate in entails contracting directly with Silvertree for payments, such payments are ultimately tied to decisions made by Network Advertisers, and the provisions of this Section will apply to Your participation in such Silvertree Network(s) as well. If Silvertree, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to You or any other party to the claim or dispute.
4.4 Advertisers’ Terms and Conditions; Additional Silvertree Terms and Conditions. In addition to and without limiting Your obligations under this Agreement, Your participation in specific Silvertree Networks may require that You enter into agreements with Silvertree or with those Network Advertisers in whose programs you participate. In such event, the terms and conditions of each such Network Advertiser’s engagement governs Your relationship with that Network Advertiser, including Your use of the qualifying links associated with that Network Advertiser, the tracked activities sought, the compensation that might become payable, and any limitations or restrictions that may apply to Your promotion of such Network Advertiser or its qualifying links. Silvertree has no liability or responsibility to review, endorse, police or enforce any such engagements. In addition, in certain Silvertree Networks, Your participation in specific engagements may also be governed by additional terms and conditions established by Silvertree.
4.5 Distribution of Qualifying Links. If You currently distribute, or plan to distribute, qualifying links on, to or through Sites other than those owned or operated by You and registered with Silvertree, You hereby agree that upon Silvertree’s request from time to time, You will provide to Silvertree a list of Sites that are not owned or operated by You (together with any reasonably requested information about any such Sites) where qualifying links (and associated materials) have been, or are planned to be distributed and/or used, and (ii) You agree to provide prompt and reasonable cooperation to Silvertree in responding to any requests, complaints, claims or other issues raised by any Network Advertiser regarding where and how such Network Advertiser’s qualifying links are distributed and/or used, including ceasing further distribution of such qualifying links (and associated materials) as appropriate.
4.6 No Modification. etc. of Qualifying Links. You will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by Silvertree and/or the Network Advertiser to be used in connection with such qualifying link so that it may be properly tracked by Silvertree.
4.7 Termination of Qualifying Links. Silvertree or the relevant Network Advertiser may terminate any qualifying links associated with any Silvertree-tracked engagements with which You have entered into with such Network Advertiser. Silvertree may also terminate any qualifying links associated with any Silvertree-tracked engagements with which You have entered into directly with Silvertree. You must remove any qualifying links after any termination of the corresponding engagements, including due to termination or expiration of a relevant Network Advertiser’s participation. If qualifying links are not so removed, Silvertree may redirect such links as it determines in its sole discretion, with or without compensation to You.
4.8 No Modification of Content. You may not modify, resize, reformat, edit or otherwise alter any Content provided by any Network Advertiser, unless specifically permitted to do so by a Network Advertiser. In such event, any such modifications shall be strictly limited in accordance with such Network Advertiser’s specific authorization.
4.9 Discontinuing Use of Qualifying Links. You may at any time discontinue use of qualifying links by removing such qualifying links from Your Site, with or without notice to Silvertree or, subject to the terms of Your engagement with the relevant Network Advertiser, such Network Advertiser, provided, however, that You remain subject to such engagement and this Agreement until you separately terminate such engagement or Agreement.
4.10 Silvertree as Neutral Host. Participation in any Silvertree Network is not an endorsement by Silvertree of any Network Advertiser or Network Publisher. Silvertree operates the Silvertree Networks and/or provides the Silvertree Offerings as a neutral host, and Silvertree does not regularly or proactively monitor, regulate or police the usage thereof by any of its participants. Silvertree is not responsible or liable for the acts, omissions, agreements or promises of or by any Network Advertiser, Network Publisher or other Site using Silvertree offerings to enter into any arrangement or otherwise work with any other person or entity.
4.11 Independent Contractors. Network Advertisers and Network Publishers are independent parties and Silvertree does not and shall not have any responsibility or liability for the acts, omissions, promotions, Content or qualifying links or other links of any Network Advertiser, Network Publisher or other third party, including breaches of engagements by Network Advertisers, or for screening or policing the Sites or actions of Network Advertisers or Network Publishers.

5 Provision of Information
5.1 Reports; Revisions. You acknowledge and agree that each Network Advertiser whose Program You join shall receive reports from Silvertree that identify You and may include data about You and Your qualifying links with that Network Advertiser.
If Silvertree is notified by a Network Advertiser that it believes that its reports about its relationship with You contain an error or omission or otherwise require adjustment, Silvertree may elect to revise those reports as requested by the Network Advertiser and make corresponding changes to Your Reports. Since the reports Silvertree provides You and such Network Advertiser are the bases for calculating the compensation, if any, due to You from that Network Advertiser, any such adjustment may affect the amount of compensation to which You are entitled.
5.2 Data Furnished by Network Advertisers. In providing Silvertree Offerings, including giving You reports on Your Network activities, Silvertree relies on data provided by Network Advertisers. Silvertree is not obligated to confirm, and does not warrant or guarantee, the accuracy, truth or completeness of any data provided by Network Advertisers.
5.3 Errors. Any dispute between You and a Network Advertiser about any error You report must be resolved by You and that Network Advertiser. You agree that Silvertree shall have no obligations and incur no liabilities to You in connection with any such dispute. You acknowledge that in any Silvertree Network in which You do not have a contractual relationship with the Network Advertiser, the data presented to You is based on data provided to Silvertree by the applicable Network Advertiser. Silvertree is not liable for any errors in the data provided to Silvertree by such Network Advertisers.
5.4 No Personal End User Data. In order to provide the majority of the Silvertree Offerings, Silvertree does not require to be provided, nor does it capture, any personally-identifiable information about any end user who undertakes tracked activities in relation to You or any Network Advertiser. Silvertree has no obligation or liability to You, any end user or any other person if You, any Network Advertiser or other person should provide such information, for whatever reason, to Silvertree. In certain Silvertree Networks, Silvertree may require You to deliver, or may otherwise collect, personally identifiable information about end-users who undertake tracked activities in relation to You or any Network Advertiser. Silvertree’s treatment of such information is between Silvertree and such end-user, and Silvertree has no obligation or liability to You in connection with its use of such information.
5.5 Privacy Policy. You will ensure that any and all Sites employed by You in connection with Your participation in any Silvertree Network or any Silvertree-tracked engagement will feature a privacy policy that properly discloses the collection and use of any information You provide or may provide to Silvertree and to any Network Advertiser or other Sites or persons with which You have any Silvertree-tracked engagement or other arrangement in relation thereto. As to Your personal information, Silvertree may use Your personal information in any manner or for any purpose that it determines to be appropriate or necessary in its sole discretion in connection with conducting any activities of or on any Silvertree Network and in relation to Silvertree’s business.

Silvertree utilizes cookies to provide functionality to members and surfers alike. Cookies are used to provide session-based authentication when you log into the member area of Silvertree. These cookies are temporary and expire after a short time in order to provide protection for member accounts.

Cookies may also be used to identify unique users of a Silvertree or Your Qualifying Link, depending on the set up of that link. These cookies are simple indicators as to whether a visitor has clicked a link before, and do not contain any other form of information. No user profiling is performed, nor any personal information collected via cookies.

IP address are used as another form of security measure across the Silvertre Network. Similar to cookies, they can also be stored for a temporary period in order to identify unique visitors to a link. We do not provide IP address information to our members or any other party, and will refuse any requests to do so.

IP addresses may be recorded in our web logs to assist in security and abuse audits and in tracking commissions. This information will never be given to a third party, nor used to contact the owner in any way except in issues dealing with abuse, in which case we may use it to trace the user for legal purposes.

IP addresses may also be used to look up a visitor's country of origin for statistical purposes. This information is recorded in aggregate only, and does not reveal the particular country of a particular visitor.
5.6 Backing Up Data and Other Precautions. Data transfer, conversion, processing and storage are subject to the likelihood of human and machine errors, delays, interruptions and losses. Silvertree is not liable for any such events or their consequences. You are solely responsible for adopting measures to limit the impact of such events, including backing up any reports or data provided to You. Silvertree may, from time to time, with or without notice, change the time period covered, type and/or scope of current or historical data stored by Silvertree and/or to which it provides You with access.
6 Your Obligations
6.1 No Poaching. You may not use any Silvertree Offerings in connection with aggregating, soliciting or recruiting Network Advertisers, Network Publishers, other Sites or other persons to form or join affiliate marketing, advertising or similar network.
6.2 No Sublicense, etc. You may not sublicense, rent, lease, sell, resell, outsource or service bureau any Silvertree Offerings, and any attempt to do so shall be null and void.
6.3 No Reverse Engineering. You will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt to derive source code of any Silvertree Offerings.
6.4 No Hacking, etc. You agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts, any Silvertree Offerings, including any servers, bandwidth supply, equipment, software and other technological resources provided by Silvertree.
6.5 No Spam. You may not use any qualifying links in any electronic message unless (a) You have received the express written authorization of Silvertree or the Network Advertiser to use email or other electronic messages to promote it or its qualifying link and (b) any and all such electronic messages comply in all respects with this Agreement, the Network Advertiser’s terms and conditions, and any and all applicable laws, including the requirements of the CAN-SPAM Act of 2003 (Public Law No. 108-187). Further, no electronic message initiated or sent by You or on Your behalf may identify Silvertree or, except as expressly authorized by an individual Network Advertiser, any Network Advertiser as a sender or sponsor of such electronic message.
6.6 No Interference. You may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any qualifying link that has been placed or distributed by another Network Publisher including any action that would in any way prevent the behavior or result that would occur or would have occurred had an end user activated such qualifying link without Your interference.
6.7 No Infringing Uses. You may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with Your use of any qualifying links, any Silvertree Network or any other Silvertree Offerings, in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to Your qualifying links or for any other purpose.
6.8 Fraud, Abuse, etc. You will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with Your participation on any Silvertree Network or in connection with any Network Advertiser's program or engagement within any Silvertree Network.
7 Grant of License to You
7.1 Your Use of Silvertree Offerings. For each Silvertree Network of which You are a member in good standing, Silvertree grants You a personal, non-exclusive, non-transferable, non-sublicenseable, revocable and limited license and right, subject to the terms of this Agreement, to: (a) Participate in any Silvertree Network for which You have registered as a Network Publisher. (b) Access the areas of the relevant Network Publisher Account Area necessary for Your participation in such Silvertree Network as a Network Publisher. (c) Solely for Your use in connection with Your participation in such Silvertree Network, download any reports made available to You by Silvertree. (d) Use any software code or other Content that is provided by Silvertree Solely for the purpose of creating and maintaining qualifying links in accordance with this Agreement and Your engagements, for such purpose, and no other purpose, but only in the form so provided. All other use of any Silvertree Network, Network Publisher Account Area, any reports made available to You by Silvertree and such software code or Content, including modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution, performance, display, incorporation into another Site or mirroring is prohibited. Silvertree may change the form and/or content of any report at any time without notice to You.
7.2 Use of the Silvertree Name. This Agreement does not grant to You any license or right to use Silvertree's name or any of its logos or trade or service names or marks, except to the extent required to be used in connection with an URL. Any press release or other public announcement by You regarding this Agreement or any Silvertree Network or that mentions Silvertree shall require the prior written approval of Silvertree. You agree that You shall not disparage Silvertree or any of the Silvertree Networks or any other participants thereof.
7.3 Duration of License Rights; Reservation. The above licenses with respect to any Silvertree Network are valid only while You remain a member of such Silvertree Network as a Network Publisher in good standing and comply with this Agreement. Silvertree may revoke any such license at any time by giving You notice by e-mail or in writing. Silvertree reserves all rights that are not specifically granted to You by this Agreement.
8 Grant of Licenses to Silvertree
8.1 Use of Your Content. Other than as provided below, in order to participate in the Silvertree Network, You are not required to provide Silvertree with any Content or other materials. Should You do so, by way of uploading, delivering or otherwise making available to Silvertree any Content and/or other materials (including any Intellectual Property Rights therein and thereto), You agree to grant, and hereby grant, to Silvertree a non-exclusive, worldwide, royalty-free, sublicenseable, perpetual license to use and store the same including in relation to conducting its business or performing any services in relation to any Silvertree Network. This Section will survive any termination.
8.2 Use of Your Name. Silvertree shall have the right to refer to You by Your name in connection with any Silvertree Network and/or the performance or provision of any Silvertree Offerings, including in communications sent to actual or prospective participants of the Silvertree Networks in which You participate.
8.3 Disclosure of Business Relationship. Nothing in this Agreement shall prevent Silvertree from making any public or private statements about Your business relationship with Silvertree and/or any Network Advertiser and/or Your participation in any Silvertree Network.
8.4 Use of Your Logo. Except as expressly provided above, Silvertree shall not use any of Your logos and/or other trademarks without Your prior written approval. Any and all uses of Your logos and/or other trademarks shall be in accordance with Your specified usage guidelines.
9 Representations and Warranties
9.1 You represent, warrant and covenant as follows: (a) You have the legal right to conduct any business conducted by You including in respect of any Site(s) participating in any Silvertree Network; and (b) Any and all information You provided as part of the registration process or otherwise shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by Silvertree; and (c) This Agreement has been duly and validly authorized, accepted, executed and delivered by You (or Your authorized representative) and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; and (d) The performance by You of this Agreement and the participation by You in any Silvertree Network and any relevant Network Advertiser’s engagement does not and shall not conflict with or violate (i) any law, rule, regulation, order, judgment, decree, agreement or instrument applicable to You or (ii) if You are an entity, any provision of Your certificate of incorporation or other organizational documents.
9.2 You also represent and warrant that you have carefully and thoughtfully reviewed all terms, conditions, policies and disclosures (including product disclosures) on Silvertree’s website and the websites of Network Advertisers and agreed to abide by all policies as shown, which may be amended from time to time without any notification to you.
10 Non-Disclosure
10.1 Confidential Information. You acknowledge that in connection with Your participation on a Silvertree Network and/or in one or more Network Advertisers’ engagements, You will be provided with confidential and proprietary data and information from time to time through reports as well as other Silvertree Offerings to You through Your Network Publisher Account Area or otherwise. Such confidential and proprietary data and information may be owned variously by Silvertree or Network Advertisers and/or its or their suppliers or contractors. You will retain ownership of any data and information that You independently collect through Your Sites without the use of Silvertree Offerings, provided that any data and information that may be provided by You to Silvertree shall be deemed to be covered by the licenses granted to Silvertree under this Agreement.
10.2 Duty of Care. You will keep all reports, data and other confidential information provided to You through the Network Publisher Account Area or otherwise strictly confidential. Without Silvertree’s prior written consent, You will not disclose any such confidential information to any third party or use any such confidential information other than solely as and to the extent required for you to perform under this Agreement and/or Your engagements with Silvertree or any Network Advertisers.
10.3 Need to Know Basis. You may disclose any such confidential information only to Your employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such information.
10.4 Legally Required Disclosures. If You receive any document request, interrogatory, subpoena or other legal process (“Request”) that would, by its terms, require the disclosure of any Confidential Information protected by this Agreement, then promptly upon receipt thereof, and prior to making any response thereto, You will notify Silvertree in writing of Your receipt of such Request, and shall provide a copy thereof. Upon receipt of such notice, Silvertree may seek to intervene in the matter in which the Request was issued to seek protection of the confidentiality provided for by this Section. Absent written agreement signed by Silvertree, You may not make such disclosure absent an order or directive from the tribunal from which a Request was issued. Silvertree will be entitled to seek and obtain injunctive relief preventing any breach of Your obligations under this Section, without the need to show irreparable harm, and without the need to post a bond or undertaking.
11 Payment; Fees
11.1 Network Advertiser Responsible for Payment. You acknowledge that, in any Silvertree Network in which you are compensated by the applicable Network Advertiser, Your entitlement to any compensation reported with respect to any tracked activity (including if reported) is a function of the terms of Your agreement with Silvertree. You further acknowledge that, in any Silvertree Network in which you are compensated by Silvertree (not including where Silvertree performs the function of processing payments to you on behalf of Network Advertisers), Your entitlement to any compensation reported with respect to any tracked activity is subject to Silvertree’s receipt of funds from the Network Advertiser associated with the applicable engagement giving rise to the purported compensation.
11.2 Payment Terms. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to You from the relevant Network Advertiser or from Silvertree, since payment may be subject to conditions established by that Network Advertiser and/or Silvertree, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or chargebacks and minimums for earned compensation before payment is made.
11.3 Silvertree’s Right to Assess Fees. Silvertree may, at any time upon prior written notice to you as described below, commence charging or assessing fees in relation to any or all Silvertree Offerings made available to You including Your participation on any Silvertree Network(s). Except as otherwise expressly provided in this Agreement, in the event Silvertree elects to charge or assess fees, You will be notified at least one (1) month in advance in writing by email or posting through the Network Publisher Account Area. You may elect not to pay any such fees by discontinuing Your participation in all Silvertree Offerings prior to the commencement of such fees. Any and all fees or other charges may be offset against or debited from any amounts that might be held in account for You by Silvertree or Silvertree Related Parties including any amounts that may be due, payable or paid to You by any Network Advertisers, by Silvertree, or by other third parties.
11.4 Tax. You agree that You are solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with Your participation in any Silvertree Offerings, Silvertree Network or any Network Advertiser engagement.
11.5 Commission Rates. Commission will be paid in accordance with the current commission schedule, which can be found from within your online control panel. Commission rates may be amended from time to time, and Silvertree Networks cannot guarantee timely notification of changes to commission rates. These rate changes may occur within your affiliate profile without notification. Commission will be paid on a monthly basis approximately 30 days after the end of each monthly commission-generating period. We will carry-over the commission until it exceeds $100. Commission schedules may change and you tacitly acknowledge that a rate schedule that existed when you agreed to this Agreement may change at any time and Silvertree has no obligation to honor any previous rate schedule. The published rate schedule as of the last day of every month shall be the prevailing rate schedule for the following month and Silvertree reserves the right to alter the rate schedule at any time.
We will pay you commission when the customer coming from your Site following the Qualifying Link from your Site places an order, makes the payment and accepts delivery of its purchase. No commission will be paid if the customer re-enters our Site without following the Qualifying Link from your Site.
11.6 Tracking Software; No Liability for Error. Silvertree uses an affiliate tracking software program made by a third-party. Silvertree cannot guarantee and in fact, makes no guarantee that such third-party affiliate software program will function correctly and therefore, commission tracking may not be complete and amounts shown on your profile on the affiliate tracking program may not be correct and/or fulfilled by Silvertree if it, in its sole and complete discretion, deems that any part of displayed commissions are erroneous, generated by fraudulent activity, or the like. "Click fraud" is a common internet problem for e-commerce websites and Silvertree reserves the right to suspend all commissions to you if it is determined, in our sole discretion, that you are involved in fraudulent activity or if any/all of your displayed commissions are generated by fraud.

The tracking software program uses IP address tracking. This sort of tracking is not a complete program to capture any, part or all sales that result from another user following a Qualifying Link to complete a valid transaction. There, in fact, is a high probability that many valid transactions resulting from Your Qualifying Link will not be tracked by our affilate tracking software. You hereby agree to explicitly hold Silvertree harmless for any or all foregone commissions that result from tracking software error.

Commission will be paid by check or PayPal and be made payable in the first instance to the business name on your customer account and where there is no business name, will be paid to your name. Upon termination of this agreement by you, any outstanding commission will be paid to you unless the amount of commission is less than $100.00. In this instance, an Administrative fee of $10.00 will be charged to cover our costs in sending a check or PayPal transfer to you. This can either be paid by you or deducted from your commission payment. If your displayed commissions are equal to or less than $10.00, then no payment shall be made to you.

11.7 Special Offers. You acknowledge that Silvertree’s advertised offer to match Your commissions up to $50 for becoming “an affiliate” is not an obligation to pay You $50 upon acceptance of this Agreement, but rather an offer to match Your first $50 of commissions, when those commissions are deemed to be valid and upon reaching $50 in earned commissions. You are not being paid to sign up with Silvertree. Therefore, only when Silvertree deems You to have a commission account balance of a total of $100 ($50 of commissions generated by You plus $50 of matching funds from Silvertree), will You be eligible to receive payment. You must request payment from Silvertree in writing. Your commission tracking software account will show an immediate $50 credit. This does not represent a payable to you. The $50 credit that will be displayed in your account is representative of Silvertree's offer to match your first $50 in commissions. If you do not achieve $50 in commissions within one year of sign up, the $50 credit offer expires and Silvertree shall have no obligation to fund this amount in any way to you.

11.8 Commission Schedule. Currently, Silvertree is paying a 10% commission on Net Nanny software, or $3.99 per valid transaction. Silvertree is paying a 15% commission on KINU probiotics, or $5.99 per valid transaction. KINU offers a free trial, for which You will not be compensated. You will only be compensated for valid KINU transactions that occur on a monthly basis relative to its stated $39.99 monthly purchase price. These rates may change at any time without written notice.

12 Compliance with Laws
12.1 You and Your affiliates, officers, directors, employees, consultants, agents and representatives, and the conduct of Your business, Your performance under any engagements with Silvertree or any Network Advertiser, and Your use of any Silvertree Network and/or Silvertree Offerings shall comply at all times with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees.
13 Termination of Network Advertisers
13.1 Any Network Advertiser's participation in any Silvertree Network may end or be suspended for a number of reasons, including expiration or early termination of its merchant agreement with Silvertree, and You shall not necessarily receive any prior notice that such Network Advertiser's participation is ending.
13.2 If a Network Advertiser's participation in any Silvertree Network ends or is suspended for any reason, its program conducted through such Silvertree Network shall end or be suspended and Silvertree may, without notice to You, terminate or suspend all qualifying links that You have with that Network Advertiser immediately or, in Silvertree's discretion, at any time thereafter. Silvertree shall have no obligation or liability to You because of any such termination or suspension of any Network Advertiser.
14 DISCLAIMER OF WARRANTIES
14.1 EACH SILVERTREE NETWORK AND ANY SILVERTREE OFFERINGS ARE PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE."
14.2 EACH OF SILVERTREE AND SILVERTREE RELATED PARTIES HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO ACCURACY, MERCHANTABILITY, COMPLETENESS, CURRENTNESS, SECURITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SILVERTREE NETWORK OR ANY SILVERTREE OFFERINGS OR THAT YOUR USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY NETWORK ADVERTISER WILL BE AVAILABLE (INCLUDING IN THE EVENT OF BEING TERMINATED FOR WHATEVER REASON FROM ANY SILVERTREE NETWORK) OR CAN OR WILL BE WILLING TO ENTER INTO ANY ENGAGEMENT WITH YOU.
15 LIMITATION ON LIABILITY
15.1 If You reasonably determine that any Silvertree Offering does not materially meet Silvertree’s obligations under this Agreement, then You must notify Silvertree in writing within ten (10) days of receiving any such allegedly nonconforming services. Your failure to so notify Silvertree on a timely basis shall mean that You accept such services, and Silvertree shall thereafter have no liability whatsoever with respect to such services. If upon receipt of any notice under this Section, Silvertree may, at its sole discretion, reperform the service in question or otherwise provide You with any substitution or replacement services in lieu thereof. Any reperformance or provision of substitute or replacement services shall in no event be construed as an admission that the original service was nonconforming or otherwise improper, and Your acceptance of the same constitutes Your sole remedy and in such case constitutes Silvertree’s maximum liability for any such alleged breach of this Agreement.
15.2 IF, NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON SILVERTREE OR SILVERTREE RELATED PARTIES, THEN YOU AGREE THAT THE TOTAL LIABILITY OF SILVERTREE AND SILVERTREE RELATED PARTIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU WILL NOT EXCEED TWENTY-FIVE DOLLARS ($25.00). YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE, IN LIGHT OF THE FACT THAT SILVERTREE IS PROVIDING THIS SERVICE TO YOU AT NO CHARGE TO YOU.
15.3 NONE OF SILVERTREE AND SILVERTREE RELATED PARTIES WILL BE LIABLE TO YOU (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, EVEN IF SUCH PERSON WAS AWARE THAT SUCH DAMAGES COULD RESULT.
15.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 15 MAY NOT APPLY TO YOU.
16 Indemnification
16.1 You agree to defend, indemnify and hold harmless Silvertree and Silvertree Related Parties, and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on: (a) any misrepresentation or breach of any representation, warranty, or covenant made by You in this Agreement, (b) any conduct, or activity, error or omission by You, including in relation to Your participation on any Silvertree Network, performance of any Silvertree-tracked engagement, or otherwise, (c) any violation by You of any law, regulation or rule, (d) Your use of any other Silvertree Offerings, and/or (e) any actual or alleged infringement by You of any Intellectual Property Rights or other rights of any person.
16.2 Silvertree may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by You. Silvertree may participate in the defense of all claims as to which it does not assume defense and control, and You shall not settle any such claim without Silvertree's prior written consent.
17 Amendments 17.1 Amendments. Upon prior written notice, Silvertree may, at any time, add to, remove or otherwise amend any or all terms, conditions and/or other provisions of this Agreement, including any Network Policies and Guidelines.
17.2 Changes in Service. Upon prior written notice, Silvertree may add, remove, suspend or discontinue any aspect of any Silvertree Network or any other Silvertree Offering.
17.3 YOUR CONTINUED USE OF ANY SILVERTREE NETWORK AND/OR SILVERTREE OFFERING AFTER NOTICE IS GIVEN (AND AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD) SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE. IF YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN YOU MUST TERMINATE YOUR ACCOUNT WITH SUCH SILVERTREE NETWORK AND/OR SILVERTREE OFFERING AND CEASE USING SUCH SILVERTREE NETWORK AND ANY ASSOCIATED SILVERTREE OFFERING.
18 Termination, etc.
18.1 Termination. You or Silvertree may, at any time, with or without cause, terminate this Agreement and Your participation on any Silvertree Network or use of any other Silvertree Offering. You may effect such termination through Your Network Publisher Account Area or by written notice to Silvertree subject to actual receipt thereof.
18.2 Restricted Use. Alternatively, Silvertree may, in its sole discretion, suspend, limit, restrict, condition or deny Your access to or use of all or any part of any Silvertree Network or any Silvertree Offering.
19 Effects of Termination
19.1 Upon any termination of this Agreement and/or Your participation on all Silvertree Networks: (a) You shall immediately cease to use and remove from any and all Site(s), whether or not owned or operated by You, any and all qualifying links and all other Content or materials provided to You in connection with Your participation on such Silvertree Network or Your use of any other Silvertree Offerings. (b) Any and all licenses and rights granted to You under this Agreement shall immediately cease and terminate. (c) Silvertree may terminate or, in its sole discretion, direct or redirect to any destination Site any and all qualifying links continued to be used by You without Silvertree or any Network Advertiser incurring any further liability or obligation to You. (d) Any and all confidential or proprietary information of Silvertree (including as applicable any confidential or proprietary information of Network Advertisers as and to the extent originally provided by Silvertree) that is in Your possession or control must be immediately returned or destroyed. If requested, You will certify in a writing signed by You or an authorized officer as to the return or destruction of all such confidential or proprietary information.
19.2 Silvertree may withhold and offset against any and all compensation and/or other fees that are then unpaid to You. Following assessment of any fees or other charges owing to Silvertree, and subject to Silvertree holding any amount it determines in its sole discretion to be needed to support any of Your indemnification and/or other obligations and/or liabilities under this Agreement, Silvertree may refund any remaining monies to any of the Network Advertisers with which You had entered into a Silvertree-tracked engagement. Such withholding of such compensation and/or other fees is in addition to any other rights and remedies that Silvertree or any Network Advertiser may have in contract, at law or in equity.
19.3 All rights or remedies arising out of a breach of any terms of this Agreement shall survive any such termination of this Agreement. 19.4 Sections 19 and 20, and any provision which by its terms are intended to survive any expiration or termination of this Agreement, will survive any expiration or termination of this Agreement. Your representations and warranties in this Agreement shall survive execution, delivery, acceptance, performance, expiration or termination of this Agreement.
20 Miscellaneous
20.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect.
20.2 Force Majeure. Silvertree shall not be liable to You by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or Internet facilities, or any other cause which is beyond the reasonable control of Silvertree, whether or not similar to the foregoing.
20.3 Assignability. You shall not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, this Agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.
20.4 Severability. If any portion of this Agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect. If any provision of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction.
20.5 Governing Law; Consent to Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without regard to its conflicts of law principles. You consent to the personal and exclusive jurisdiction of the Federal and New York State courts sitting in New York County, New York, U.S.A.. EACH PARTY WAIVES RIGHTS TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT. The U.N. Convention on the International Sale of Goods shall not apply to this Agreement.
20.6 Entire Agreement; Third Party Beneficiaries. This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter. There are no third party beneficiaries of this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement.
20.7 Notices. Silvertree may provide notices to You by posting notices or links to notices in Your Network Publisher Account Area. Notices to You also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for any Silvertree Network. If you provide notice to Silvertree, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: Silvertree Networks, LP, 6337 S. Highland Drive #2052 Salt Lake City, UT 84121. Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of Silvertree.
20.8 Language. The English language versions of this Agreement and Network Policies and Guidelines are the controlling versions thereof. All support and other inquiries regarding Your use of any Silvertree Offering must be submitted to Silvertree in English, and Silvertree will communicate in English only.
20.9 Government Restricted Rights. With respect to any acquisition or use of any Silvertree Network or other Silvertree Offerings by or for any unit or agency of the United States Government (the "Government"), such items shall be classified as "commercial computer software" as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The Silvertree Offerings were developed entirely at private expense, and no part of the Silvertree Offerings was first produced in the performance of a Government contract. If any Silvertree Offering is supplied for use by the DoD, such Silvertree Offering is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Silvertree Offering is supplied for use by a Federal agency other than the DoD, such Silvertree Offering is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer is Silvertree Networks, Silvertree Networks, LP, 6337 S. Highland Drive #2052 Salt Lake City, UT 84121.