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VTC Affiliate Terms

These terms detail the complete conditions that apply to an individual's or entity's participation in the VTC Affiliate Program.

Definitions:
" we" means VTC, Inc.
" you" means the applicant.
" AP" means the VTC Affiliate Program.
" Site" means a World Wide Web site and, depending on the context, refers either to the http://www.vtc.com site, or to any site that you will link to our site (and which you will identify in your AP application).

Enrollment in the AP
To begin, submit a complete AP application via our site - http://www.vtc.com. Sites that include "vtc" any other trademark of VTC, Inc. or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "vtc.domainname.com", "vyc.com" or "vtcwannabe.net" or otherwise violate intellectual property rights are not acceptable. These sites may or may not be rejected - strictly at the discretion of VTC, Inc. - for the AP. We furthermore reserve the right to reject sites based on content we deem unacceptable. Such content includes, but is not limited to the following:
Sites that promote pornographic images, racial slurs, sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or other illegal activities. By participating in the AP you agree that you will not engage in any such activities. Should we reject your application, you are welcome to reapply to the AP at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the AP, we may terminate this Agreement.

Links on Your Site
You may provide on your site one or more of the following types of links to our site:
Product Links: You may link either to www.vtc.com (our home page) or to one of our product pages directly. For example, if your site is used mostly by users of Microsoft Excel, and you would like to refer your visitors directly to VTC tutorials about Microsoft Excel, you may do so.
By participating in the AP and placing any links to our site from within your site, VTC, Inc. may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the AP constitutes your specific and unconditional consent to and authorization for VTC, Inc. access to, receipt, store, use, and disclose any and all such information, consistent with the policies and procedures set forth in the VTC Privacy Policy.
Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party on the VTC site; (b) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement ("Content") only in a lawful manner; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text, other than to shorten its length; (e) not sell, redistribute, sublicense or transfer any Content; (f) not use any Content in a manner intended to send sales to any site other than the vtc.com site; and (g) promptly delete any Content that is no longer displayed on the vtc.com site or that we notify you is no longer available for your use.

Order Processing
We are responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

Referral Fees
For a Product sale to be eligible to earn a referral fee, the customer must initially click-through a link from your site to our site, and add the Product to his or her shopping cart. The referral is tracked through the use of a "cookie" that is set for the Customer when they click through from your site to ours. The cookie on the user's computer expires after one year.
You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement.
It is a violation of the AP stipulations to take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring. If we determine, in our sole discretion, that you have engaged in any fraudulent activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

Referral Fee Schedule
Referral fees are paid out on a quarterly basis. You will earn 20% referral fees based on revenues according to referral fee schedules to be established by us from time to time. These revenues exclude costs for shipping, handling, taxes, service charges, credit card processing fees, returns and bad debt. Referral fees are calculated by VTC on or around thirty days after the end of every fiscal quarter. VTC fiscal quarters end June 30, September 30, December 31, March 31 of every year.
Referral fees for all products are limited to a maximum of $20 per item, regardless of the revenues derived from the sale of any such item. This includes the sale of VTC content on CD as well as within the VTC Online University and LCMS.

Referral Fee Payment
We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will either (a) send you a check drawn on a United States bank for the referral fees earned, (b) directly deposit the referral fees earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number and the primary account holder name as it appears on the bank account). If you select payment via direct deposit, we will accrue and withhold referral fees until the total amount due is at least $100.00. VTC reserves the right to deny the direct deposit option. If you select payment via check, we will accrue and withhold referral fees until the total amount due is at least $100.00. VTC can also make payment of referal fees via PayPal™.

Policies and Pricing
Customers who buy products through this AP will be deemed to be customers of VTC, Inc. Accordingly, all VTC rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this AP in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, prices may only be shown when we serve those prices our site. In addition, if you choose to display prices for any Product on your site in any "comparison" format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other outlet other than our site, you must display the price at which the Product is available on our site. You may not otherwise include price information in your Product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Identifying Yourself as an affiliate of VTC.
We will make available to you a small graphic image that identifies your site as a AP participant. You must display this logo or the phrase "In association with VTC" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text and such other text or images for which we grant express permission, solely for the purpose of identifying your site as an AP participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.
Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

Term of the Agreement
The term of this Agreement will begin upon our acceptance of your AP application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all VTC trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the AP. You are eligible to earn referral fees only on our sales of VTC products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and AP rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AP FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the AP, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the AP will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to the AP or any products sold through the AP (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AP AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Washington D.C., except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the Commonwealth of Virginia, USA (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Miscellaneous
This Agreement will be governed by the laws of the United States and the Commonwealth of Virginia, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.