To be an authorized affiliate of Crawlability Inc., you agree to abide by the terms and conditions contained in this agreement.

Please read this agreement carefully before registering and using the Crawlability Inc. service as an affiliate. By signing up for the vBSEO affiliate program, you indicate your acceptance of this agreement and its terms and conditions.

Crawlability Inc. Affiliate Agreement

IMPORTANT NOTE: Transactions processed via 2Checkout will NOT be credited to affiliates. PayPal transactions WILL be tracked. This is a temporary situation until our affiliate system is upgraded to handle multiple merchant accounts. By participating in the program, you acknowledge and agree that you will not be provided with commissions for 2Checkout orders until our system's are upgraded. We will not investigate claims regarding 2CO commissions earned.

Introduction

This agreement is entered in between Crawlability Inc., a company based in the US Commonwealth of Puerto Rico, and you as an "affiliate".

Crawlability Inc.
PO Box 5103-314
Cabo Rojo, Puerto Rico 00623

As an affiliate of Crawlability Inc., you will be required to promote our products and services (including vBSEO) in order to earn 1-time sales commissions at a predetermined rate of compensation set forth by representatives of Crawlability Inc. and subject to change without notice.

You will be provided with various electronic promotional methods that will be tracked by Crawlability Inc. to record sales that are sent as a result of
your promotions. Promotional methods may include (but are not limited to) graphic and/or animated banners, text ads, direct hypertext links, etc.

1. Participation

a. Acceptance as an affiliate is subject to review of your application. Upon approval you may begin to promote Crawlability Inc.'s products and/or services using the various electronic promotion methods provided. However, your status as an affiliate may be revoked at any time without notice for failure to comply with any of the terms provided in the Crawlability Inc. affiliate agreement. Revocation of your affiliate status causes your unpaid commissions to be forfeit immediately.

b. Information regarding the affiliate program will be made available to all active affiliates via the Crawlability websites including (i) www.crawlability.com and (ii) www.vbseo.com. Affiliates are responsible for monitoring these websites to keep up-to-date with changes to the program. Where possible Crawlability Inc. will attempt to contact active affiliates via email to provide information regarding changes to the program. Sales that are eligible for commission are at the discretion of Crawlability Inc. and all transactions are subject to review. Crawlability Inc. may disallow a commission for any transaction based on confidential internal auditing criteria. Affiliates must accept that from time to time, commissions for transactions that do not pass the auditing criteria will be removed. Commissions for sales that are not credited due to an error and/or limitation to the electronic promotional method will not be allowed, since they cannot be verified. However, Crawlability Inc. will make every effort to verify that the affiliate tracking system is functioning correctly with a high degree of reliability.

c. Payout rates for commissions on any or all of the Crawlability products and/or services included in the affiliate program may be changed by Crawlability Inc. at any time without notice. Affiliates will be notified of this information via the Crawlability websites (www.crawlability.com and/or www.vbseo.com) and/or via email.

d. Restrictions on promotional activities

i. Before posting any of the promotional materials provided by Crawlability Inc. to active affiliates, affiliates must agree to review the terms & conditions of use at the location in which they intend to publish. This includes newsgroups, web forums/message boards, web logs (blogs), unsolicited email or other forums of spam, link farms, IRC or other chat rooms, instant messaging, guest books, or any similar Internet or electronic resources, etc. Promotional materials may NOT be posted at any location that would be considered illegal, non-acceptable terms of use, and/or unethical (bad etiquette/netiquette).

ii. All promotional materials used by affiliates must not be misleading to consumers in any way. No transactions should be promoted that are not done so in good faith (i.e. misrepresented). The criteria for transactions of this nature will be determined by Crawlability Inc. based on our confidential internal auditing criteria. Affiliates found to be in violation will have related commissions forfeit and may have their status as a Crawlability Inc. revoked.

iii. You may not infringe on Crawlability's proprietary rights including copyright and trademarked materials, or the proprietary rights or intellectual property of any other individual or entity.

e. Affiliate links may be updated at any time. You will be required to update any links that you have published using any of the electronic promotional methods provided by Crawlability Inc. in order to continue receiving commissions for products and/or services purchased as a result of your promotions. Any commissions lost due to failure to update your links will be forfeit.

f. WITHOUT EXCEPTION, affiliates may NOT use their participation in the vBSEO Affiliate Program in order to generate discounts for their own purchases. Any commissions generated in such a manner will be automatically declined by a Crawlability Inc. representative. Affiliates attempting to do so may have their status as an affiliate revoked and all unpaid commissions forfeit, to be determined at the sole discretion of Crawlability Inc. NOTE: Affiliates are still eligible for vBSEO bulk purchase discounts.

g. During any special sales & promotions, Crawlability Inc. may temporarily or permanently charge the commission rate that is provided to affiliates to a level appropriate for the sale to de determined at the sole discretion of Crawlability Inc.

2. Obligations

a. You must provide accurate up-to-date contact information, info about the promotional methods you are using, and locations of your promotions. This includes any additional information requested by Crawlability Inc. at any time.

b. You must not promote Crawlability Inc.'s product and/or services in any location that contains objectionable content or (more specifically) content that would not meet the criteria set forth in the vBSEO "Acceptable Usage Policy" (see www.crawlability.com), including (but not limited to) the following:

-info condoning or encouraging terrorism,
-info promoting or facilitating piracy of intellectual property including software, digital audio and/or video, etc,
-info promoting any form of illegal activity,
-any type of material related to pornography, or
-any type of material promoting racism.

c. You must use ethical and legal business practices at all times, comply with all terms & conditions set forth in this agreement, and maintain a statement of privacy on your website.

d. You will not engage in activities that are related to spamming, misleading advertising, or that fail to comply with the CAN SPAM Act of 2003 or any related legislation that is passed in the future.

e. You will not use pop-up or pop-under advertising methods unless reviewed and granted special permission by Crawlability Inc.

f. You must ensure that you include your valid tracking codes in all of your promotions in order to receive credit for transactions.

g. You are responsible for maintaining the security of your affiliate account. Usage and activity as well as loss, theft, or unauthorized disclosure of your password are your responsibility. You must notify Crawlability Inc. immediately if you become aware of or suspect any form of security violation.

3. Services provided by Crawlability Inc. to Active Affiliates

a. Transaction Tracking and Payouts. Exact payouts will be determined by Crawlability Inc. after auditing your transactions.

b. Refund/Chargeback Tracking. If a Crawlability Inc. product or service is refunded or charged back, or if the transaction failed to pass our confidential auditing criteria, your commission will be removed from your account. This applies to commissions for which you have been repaid and may create a situation in which you have a negative account balance. If you have a negative account balance, it must either be covered by your future commissions earned or paid back directly to Crawlability Inc. via any funds transfer mechanism available to you. Negative balances are subject to 1.5% interest rate compounded monthly.

c. Tracking and reporting tools will be provided.

d. Support will be provided online via the Crawlability Inc. ticketing system, forums, and/or email (affiliates@vbseo.com), etc.

e. Payments will be made on a monthly basis via PayPal transfers. You must set-up a PayPal account in order to receive your commissions. You will be provided with a payout for all transactions that pass our internal auditing criteria after being adjusted for any refunds, charge-backs, or transaction failures that you were previously paid commissions for. The value of the commissions will be determined based on the rate of commission that was available at the time the transactions occurred (individually).

4. Proprietary Rights

a. At all times your promotional materials must be in compliance with the current standards set forth by Crawlability Inc., subject to the terms and conditions of this agreement. Promotional materials must not be altered in any way without express permission from an authorized representative of Crawlability Inc.

b. You authorized Crawlability Inc. to publish any identifying information submitted through your account on our website to indicate your participation as an affiliate.

c. You are not authorized to create any trademarks or URLs, etc, that are the same or similar to those of Crawlability Inc. in order to prevent misleading information for consumers.

d. You knowledge that, by participating in the Crawlability Inc. affiliate program, you gain no rights to our proprietary information or intellectual property including trademarks, trade names, URLs, graphics, text, general copyrighted material, patents and/or patent applications, etc. You also agree not to challenge Crawlability Inc.'s rights in this regard.

5. Confidentiality

a. You must not divulge any information provided to you by Crawlability Inc. that is disclosed as or can reasonably be assumed to be intended as confidential information. Information remains confidential in nature even if it is publicly disclosed by another party. This situation does not eliminate your obligation to continue to maintain confidentiality.

b. Upon termination of this affiliate agreement for any reason, you must return and/or destroy all confidential information provided to you under the terms of this agreement.

c. Your personal information will not be communicate to 3rd parties unless necessary to complete a transaction as a a part of the affiliate program. Example: PayPal commission payments.

d. Crawlability Inc. reserves the right to use any data collected, other than private information, for its own purposes, such as (but not limited to) improving the affiliate program.

6. Term of Agreement, Revocation, and General Termination

a. This agreement commences upon your acceptance indicated by submitting your application including an indication of agreement with these terms & conditions AND upon acceptance of your application by Crawlability Inc.

b. This agreement may be terminated immediately if Crawlability Inc. determines that you are in breach of any element of this agreement. Alternatively, your account may be temporarily deactivated while an internal investigation is undertaken.

c. If you affiliate status is revoked or this agreement is terminated, your pending commissions are forfeit.

d. Crawlability Inc. may revoke your status as an affiliate at any time if, at the sole discretion of an authorized representative of Crawlability Inc., it is deemed that your participation in the program is not in the best interests of Crawlability Inc.

e. Any element of the affiliate program, product or service offerings, or commission rates, etc. may be changed and/or discontinued at any time.

f. After termination or revocation of your status as a Crawlability Inc. affiliate, you are required to pay any outstanding negative balances resulting from commission over-payments to Crawlability Inc. within 30 days of termination.

g. Upon termination, all permissions granted to you exclusively for this agreement as an active affiliate will be revoked immediately. You must immediately remove all promotional materials that you have published. However, terms of this agreement (such as confidentiality) will survive termination of this agreement.

7. Representations, Warranties, Disclaimers and Limitations.

a. Crawlability Inc. will make all reasonable efforts to keep its website(s) online during normal business hours, with minimal downtime or service interruption. However, some downtime such as maintenance and including interruption of service due to common error, should be anticipated. Crawlability Inc. is not liable to you for such interruptions.

b. Crawlability Inc. may terminate this agreement and/or discontinue the affiliate program at any time.

c. You must warrant that you are correctly identifying yourself and are entitled to execute and enter into this agreement, or authorized to do so on another individual or entity's behalf.

d. You must be at least 18 years of age to enter into this agreement.

e. You are solely responsible for all of your promotional activities. Crawlability Inc. will not be held liable for your activities.

f. You must remain in compliance will all applicable laws. You are solely responsible for compliance in Puerto Rico, the United States, or your country of residence.

g. Our liabilities to you are limited to undisputed commissions earned by you after the transactions passed our internal auditing criteria, and not subject to forfeit due to revocation of your affiliate status for any reason deemed appropriate by Crawlability Inc. You agree that Crawlability Inc. shall not be liable to you or any third party you are associated with for any reason.

8. You shall defend and hold Crawlability Inc. harmless against all claims.

9. Miscellaneous.

a. Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

b. Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

c. You agree that Crawlability Inc. may identify you as a participant in the affiliate program in client lists and may publish your name and/or logo for marketing purposes.

i. Crawlability Inc. shall have the right to change, modify or amend this agreement, in whole or in part, by posting a revised agreement prior to the effective date of the change. Your continued participation after the effective date of change shall be deemed as your acceptance.

Contact Information:

Crawlability Inc.
PO Box 5103-314
Cabo Rojo, Puerto Rico 00623
Tel. (787) 806-6162
www.crawlability.com
www.vbseo.com