SECTION 1 – PARTIES AND AGREEMENT

All references to “Top Rated Systems” throughout this Agreement means and refers to MaxiMedia LLC, doing business as Wise Marketing Systems, Top Rated Systems, Top Rated Home Pros, Top Rated Health Pros, Top Rated Dental Pros, Top Rated Legal Pros, Top Rated Salon Pros, and Top Rated Service Pros. All references to “You” and “Your” throughout this Agreement mean and refer to the person or entity who is agreeing to this Agreement by their participation in the Affiliate Program. Top Rated Systems and You are each referred to herein as a “Party,” and collectively as the “Parties.” You agree to notify us in writing if the legal name of your business or account ownership changes within twenty-four (24) hours of such change and You certify that all such information is truthful and accurate. Notice of such changes should be sent to Contact@Support.TopRated.Systems.

Top Rated Systems offers You the opportunity to become an independent Top Rated Systems Affiliate (“Affiliate”), wherein You have the opportunity to earn additional money for Top Rated Systems products, Services and accounts that you sell. Top Rated Systems reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts. Affiliate commission is further discussed herein. See also Top Rated Systems Terms of Service which can be found at https://toprated.systems/terms, which apply to You in Your role as Affiliate, unless otherwise expressly provided for.

This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, Top Rated Systems’ Affiliate program.

All potential Affiliates have been provided a link to the terms of this Agreement to review and checked a box agreeing to the terms of this Agreement upon sign up. By your participation in the Top Rated Systems’ Affiliate program, you hereby accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.

SECTION 2 – DEFINITIONS

“Affiliate” – The business, individual, or entity applying to or participating in the Affiliate Program, or that displays Top Rated Systems and related services and/or promotions on the Affiliate Site, or other means, using an affiliate tracking code in exchange for receiving a Commission from Top Rated Systems for Sales directly resulting from such display.

“Prospect” – A potential Client of a Top Rated Systems Service.

“Client” – A business or individual who has signed up and paid for a Top Rated Systems Service.

“Service” – Web Hosting Services provided by Top Rated Systems with a minimum charge to Client of $250 Website Design Fee plus $50/month for Hosting and/or Back End Systems provided by Top Rated Systems with a minimum charge to Client of $199/month

“Sale” or “Sales” – One (1) new sign up and completed payment at sign up for a “Service” registered to Your Affiliate ID

“Client Account” – An account in which Client has signed up and completed payment for Service and is up to date and not delinquent on payments.

“Software” – Any software and/or websites created by or used by Top Rated Systems or Clients of Top Rated Systems.

SECTION 3 – APPLICATION

You agree to provide all information requested by Top Rated Systems in connection with Your Affiliate application and/or Your continued participation as a Top Rated Systems Affiliate, and You affirm that all information that You provide is truthful, accurate, and complete (without material omission). You understand and agree that Top Rated Systems retains sole and exclusive discretion to determine whether You qualify for participation in Top Rated Systems’ Affiliate program. Not everyone who applies for Top Rated Systems’ Affiliate program will qualify to participate.

SECTION 4 – CONSENT TO BE CONTACTED

You expressly consent to be contacted at the email address and the phone number You provide in Your application about Your application and the Affiliate program, including through automated dialing systems, texts and artificial or pre-recorded messages, whether by Top Rated Systems or a third-party on behalf of Top Rated Systems. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties. You understand and agree that the foregoing method is the only reasonable method of opting out. You further agree that any other method of opting-out is not a reasonable means of opting out.

SECTION 5 – COMPENSATION

If Your application to become an Affiliate is approved by Top Rated Systems, You will receive a unique Affiliate ID and an Affiliate URL. The Affiliate ID will be incorporated within each Affiliate URL which You will use to advertise Top Rated Systems. You will have the opportunity to receive a Commission for each Sale (“Sale”) that is registered through your Affiliate URL using Your Affiliate ID. A Prospect must sign up and complete payment for Service through your Affiliate URL in order for You to earn a commission.

In the event that a prospect (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale (e.g. if a Prospect goes to your Affiliate website or URL and does not sign up and complete payment, then goes to another Affiliate’s website or URL and signs up and completes payment through that Affiliate URL, the second Affiliate would earn the Commission for the Sale). Affiliate will not be compensated for any Prospects or Clients who are already subscribed to a Top Rated Systems Service. Top Rated Systems shall have the sole and exclusive authority to deny and/or revoke a Commission or Commissions based on Your conduct or representation of Top Rated Systems, affiliate-hopping or other action that creates multiple Commissions for one true transaction, which shall be determined at the sole discretion of Top Rated Systems. Although a Sale has been associated with an Affiliate ID, that Sale may be attributed to another Affiliate ID at the sole discretion of Top Rated Systems if deemed necessary.

Provided that the Client Account remains active in good status and up to date on payments, You will be paid a commission for each Sale that generates a payment to Top Rated Systems (“Commission”). Except as otherwise provided herein, Commission payments will be paid after the end of the 2nd month following Top Rated Systems’ receipt of payment by the Client for a Sale, subject to the other terms of this Agreement. All Commission payments are based on the amount of fees received by Top Rated Systems, less sales taxes.

NOTE: Our Affiliate Offerings and Commission Payment Amounts Are Subject to Change at Any Time and We May Offer More or Less Incentives at Our Discretion and/or Depending on the Specials We Are Offering Customers at that Time. Current Commission Amounts can always be found on this page. It is the Affiliate's responsibility to check this Affiliate Agreement and Terms page to review current Commission offerings prior to referring a potential Client. Top Rated Systems will not be responsible for any more Commission amounts than those that are provided below:

The Current Amount of Commissions for promoting Top Rated Systems are as follows:

(a) For Referring a Client that is Paying a Minimum of a $250 Website Design Fee and Web Hosting Package billed at a minimum of $50/month to client:

Commission to Affiliate: $50 one-time payment and according to the terms in this Section 5.

(b) For Referring a Client that is Paying a Minimum of a $199/month for Samantha on Call Ai Phone Services:

Commission to Affiliate: $50/month recurring payment and according to the terms in this Section 5.

All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions.

Quota Requirement: If Your number of “Sales” in a 180-day period do not exceed nine (9), this Agreement and all Commissions will terminate automatically and Your Commission, including recurring Commission, will not be paid and will be forfeited by You to Top Rated Systems without any further action being required.

You may be required to register with our third-party payment provider to receive payment of Commission. This means You are authorizing third party companies to contact You. Before You can be paid any Commission, You must provide Top Rated Systems a completed W-8 or W-9 tax form, as instructed by Top Rated Systems, as well as any supporting documentation requested by Top Rated Systems or its third-party payment provider. You will be deemed to have permanently waived and forfeited all rights to Commission that were earned more than 15 days before submitting a completed W-8 or W-9 tax form or any ancillary supporting documentation that is requested to confirm the information on your tax form. If You are not a resident of the United States, Top Rated Systems may withhold tax (including without limitation VAT) where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).

Affiliates will not be paid any Commission for payments made on Affiliate’s own user account(s). Affiliates are not permitted to open a Top Rated Systems account under the name of another person or entity, under a fictitious name, or under any name merely for the purpose of obtaining Commission or any other compensation. Affiliates may not pay for another person’s or entity’s account. Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain Sales. Furthermore, You are not permitted to have more than one (1) Top Rated Systems Affiliate account (including all such business entities of Yours, subsidiaries, or other affiliated businesses of Yours). If You are found to have more than one (1) Top Rated Systems Affiliate account, Your accounts will be terminated and all Commission pending payout, including recurring Commission, will be immediately forfeited by You to Top Rated Systems.

Commission is paid only for transactions that actually occur between Top Rated Systems and a Sale and in which payment is received by Top Rated Systems. If payment for a Client Account later results in a refund or chargeback, and if a Commission was paid to You for that Client Account payment, then the Commission will be deducted from Your future Commission.

If Top Rated Systems determines, in its sole and exclusive discretion, that you misrepresented Top Rated Systems in any way, or that Your conduct as an Affiliate is unacceptable, or that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be earned by You or paid by Top Rated Systems for such Sale and, for past Sales, such payment amounts shall be deducted from Your future Commission, and Top Rated Systems may terminate this Agreement immediately, without notice, and without Top Rated Systems having any liability to You, and all Commission pending payout, including recurring Commission, will be immediately forfeited by You to Top Rated Systems.

Commission for any Prospect or Client that is already associated with a Top Rated Systems Affiliate, referral, or other program may not be considered a Sale, as determined by Top Rated Systems in its sole discretion. You may not receive double commissions or compensation.

In the event that the Prospects or Clients that are referred to Top Rated Systems by an Affiliate

are determined to have an excessive cancellation rate, as determined by Top Rated Systems in

its sole discretion, Top Rated Systems reserves the right to withhold or decline pending and future

Commissions to such Affiliate.

Any attempt by an Affiliate to manipulate, falsify or inflate Prospects or Clients, Sales, or Commission Fees to intentionally defraud Top Rated Systems or any violation of the terms of this Agreement constitutes immediate grounds for Top Rated Systems to terminate the Affiliate’s participation in the Affiliate Program and will result in the forfeiture of any Commissions due to the Affiliate.

Top Rated Systems, in its sole discretion, reserves the right to modify the available payment methods or payment schedule at any time. Such changes shall take effect when posted. You are only eligible to earn Commission on Sales occurring during the Term of this Agreement. We may withhold your final payment of Commissions for a reasonable time to ensure that all Sales are valid and payment from Clients are legitimate as determined by the Top Rated Systems in its sole discretion.

SECTION 6 – AFFILIATE TRACKING COOKIES

Top Rated Systems tracks Affiliate Sales automatically by using cookies. The cookies are automatically placed in the browser of the user who clicks on the Affiliate link in order to reach our website. If a previous Affiliate’s cookie is already placed in the same user’s browser it will be overwritten with the new cookie. In order to receive Commission for a Sale, Your tracking cookies must match the final Sale when the Client clicks on payment button and completes payment. If cookies are deleted intentionally by the Prospect or Client, Top Rated Systems does not hold responsibility for this action.

SECTION 7 – TERM AND TERMINATION

The term of this Agreement will begin the earlier of (i) when you apply to become an affiliate and click and/or check “I agree to the terms & conditions” and/or I accept “Affiliate Agreement and Terms” and submit; or (ii) Your participation in the Affiliate program is approved and you are provided an Affiliate link. Your participation in the Top Rated Systems Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination sent to Contact@Support.TopRated.Systems or the Affiliate email address on file and/or according to the terms in Section 5 and Section 7. If, in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of Top Rated Systems or otherwise, Top Rated Systems may take any action that it deems necessary, including without limitation to terminating the Agreement or suspending Your access to the Affiliate website (“Website”) at any time without notice to You. In addition, if, based on our data, you have a dispute rate greater than 2%, we may terminate this Agreement or suspend your access to the Website or portal at any time without notice to You. In such instances as described above, and in our sole discretion, we may terminate our relationship and suspend any accounts owned/controlled by You. For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. See Advertising Rules Section 8.d, Disclosure. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commission and any other payments owed to You or that may in the future be owed to You without any further liability by Top Rated Systems to You. This Agreement and all commissions will terminate automatically if You do not earn a minimum of ten (10) Sales over a six (6) month period.

If this Agreement is terminated or canceled, then these provisions will survive: all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your Top Rated Systems account.

Any Affiliate who violates this Agreement, Top Rated Systems’ Terms of Service, or any

applicable law or regulation will immediately forfeit any right to any and all accrued, but not yet received, Commissions and will be immediately removed from the Affiliate Program.

Top Rated Systems reserves the right to remove an Affiliate from the Affiliate Program, and to

terminate or suspend this Agreement, at any time for any reason, in Top Rated Systems’ sole

discretion.

Upon termination of this Agreement, Top Rated Systems may continue to provide Services to Prospects or Clients procured by Affiliate. You agree to cooperate with Top Rated Systems to provide an orderly transition of communications and assumption of such Services by Top Rated Systems.

At the time this Agreement ends, Affiliate must:

(1) cease all marketing, sales, representations, negotiations, communications, and other dealings that concern Top Rated Systems’ business and/or Services

(2) upon request by Top Rated Systems, provide Top Rated Systems with any important notes or details needed to continue quality Services to Prospects or Clients

SECTION 8 – ADVERTISING RULES

Only promotional materials that are approved by Top Rated Systems may be used by Affiliates in order to advertise Top Rated Systems Services. Approved promotional materials refers to the materials that are provided by Top Rated Systems to Affiliates in the Affiliates Assets Portal.

These Advertising Rules apply to all activities of Affiliate:

a. No Pricing Allowed on Affiliate Websites. Affiliate may not publish prices of Services due to the fact that pricing and availability of Services may vary, from affiliate to affiliate, and from region to region. Because price changes may affect Services that you have listed on your Affiliate Site, you are not allowed to include price information in your Service descriptions.

b. No Bulk/Mass Emails or Texts. You shall not create, publish, transmit or distribute, under any circumstances, any bulk/mass email and/or text messages without Top Rated Systems’ prior written consent, to be granted or denied in Top Rated Systems’ sole discretion, in each instance. Additionally, you may only send emails containing a Link and or a message regarding Top Rated Systems or the Affiliate Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Section and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any Commission and the termination of your participation in the Affiliate Program. Further, if your Affiliate account has excessive clicks in a very short period of time as determined by Top Rated Systems in its sole discretion, the Affiliate relationship may be terminated.

c. General Compliance. Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), data protection laws (including but not limited to the European Union General Data Protection Regulation, U.K. Data Protection Act, California Consumer Privacy Act, and Brazilian General Data Protection Regulation), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and Services offered by Top Rated Systems that are inconsistent with, or beyond the scope of marketing materials produced and made available by Top Rated Systems on Top Rated Systems and related websites including but not limited to: TopRated.Systems, TopRatedHomePros.com, TopRatedHealthPros.com, TopRatedDentalPros.com, TopRatedLegalPros.com, TopRatedSalonPros.com, and TopRatedServicePros.com. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device. Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. Top Rated Systems retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws (but Top Rated Systems shall not be required to advise Affiliates on such matters).

d. Disclosure. On any website that Affiliate advertises any Top Rated Systems Service or product, Affiliate must plainly display (i.e., not in a link, or in small font) the disclaimer language:

Disclosure: I am an independent Top Rated Systems Affiliate, not an employee. I receive referral payments from Top Rated Systems. The opinions expressed here are my own and are not official statements of Top Rated Systems or its parent company, MaxiMedia LLC.

e. Non-Disparagement. Affiliate is not permitted to comment negatively about or disparage the products, affiliates, or Service of Top Rated Systems or any other person or entity, including without limitation the products or services of a Top Rated Systems competitor. Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of Top Rated Systems, any brand name of Top Rated Systems, or based on the trademarks or brand name of any competitor of Top Rated Systems, or any other third party. Affiliate shall not direct link to a Top Rated Systems’ sales page from any paid advertising.

f. Social Media. If Affiliate advertises on social media, then each post must comply with all of the following:

• Each post must contain the hashtag #ad in a clear and conspicuous location before the end of the text of the description and in all events before the “Learn More” button.

• Each YouTube post must contain the word “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video.

If Affiliate is advertising on other forms of written social media (e.g., Facebook, Instagram, X formerly known as Twitter, TikTok, etc.), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media. Affiliate must also comply with all rules of each social media platform that Affiliate uses.

g. Income and Business Opportunity Claims. Affiliates are expressly prohibited from making any claims that use of Top Rated Systems will guarantee that the user will make money or be successful. If Affiliate’s recruiting efforts include claims related to income Affiliate has made from using Top Rated Systems or as an Affiliate, the following guidelines must be adhered to:

(a) Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience; and

(b) Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results. Your results will vary based on a variety of factors including your education, effort, and marketing factors. There is no guarantee your business will have the same results.”

Affiliate is also expressly prohibited from making any express or implied claims that Top Rated Systems is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

h. Top Rated Systems’ Digital Property. No logo, tagline, trademark, trade name, or trade dress (collectively, the “Top Rated Systems Digital Property”) owned by Top Rated Systems may be used, copied, or reproduced by any Affiliate except as expressly provided to Affiliate for their use by Top Rated Systems and in accordance with the terms of this Agreement. No Top Rated Systems Digital Property or intellectual property (or any mark confusingly similar to any Top Rated Systems Digital Property or intellectual property) is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country.

Subject to the restrictions in this Agreement, approved Affiliates are granted a limited, revocable, non-transferrable, and non-assignable license to use the “Top Rated Systems” Digital Property to advertise Top Rated Systems online. Affiliate may not use “Top Rated”, “Top Rated Systems” or other Top Rated Systems’ Digital Property or any mark or verbiage similar to Top Rated Systems’ Digital Property as part of any URL, domain or website name.

Top Rated Systems retains exclusive ownership of all Top Rated Systems’ Digital Property and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of Top Rated Systems’ Digital property.

i. Complaint Notification. Affiliate must notify Company of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to: Contact@Support.TopRated.Systems

j. Appropriate Use of Marketing. Top Rated Systems shall have the sole right to decide if a promotional method you use is appropriate. The use of any advertising method that Top Rated Systems considers inappropriate may result in a warning, suspension or termination of Your Affiliate account and cancellation of all outstanding Commission payments due. Additionally, any rude, aggressive or offensive, in any means, communication with Top Rated Systems support, the dedicated Affiliate manager, and/or Prospects or Clients will result in removal and a permanent ban from the Affiliate Program and forfeiture of all commissions with no exceptions made.

SECTION 9 – POLICIES AND PRICING

Prospects or Clients who purchase Services through our Affiliate network are deemed to be Top Rated Systems’ customers. Top Rated Systems’ Terms of Service (which can be found at https://toprated.systems/terms), rules, policies, and operating procedures will apply to such Clients. Top Rated Systems may change our policies, pricing, and operating procedures at any time. For example, Top Rated Systems determines the prices to be charged for Services sold through the affiliate network in accordance with our own pricing policies. Prices and availability of Services may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect Services that you have listed on your Affiliate Site, you are not allowed to include price information in your Service descriptions. We will use commercially reasonable efforts to present accurate information on Top Rated Systems Website, but we cannot guarantee the availability or price of any particular Service.

SECTION 10 – MODIFICATION

Top Rated Systems, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Top Rated Systems website. You acknowledge and agree that (i) Top Rated Systems may notify you of such changes or modifications by posting them to the Top Rated Systems website and (ii) your participation in the Affiliate Program or use of the Service after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not continue to participate in the Affiliate Program and do not use (or continue to use) the Service or the Services provided by Top Rated Systems. In addition, Top Rated Systems may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account information, including your email address, current with Top Rated Systems. Top Rated Systems assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

Your continued participation in the Affiliate Program following the posting of any modification on to the Top Rated Systems website will constitute your binding acceptance of the modified terms. Modifications may include, but are not limited to, changes in the scope of Top Rated Systems Services eligible for Commission, Commission amounts or percentages, payment procedures, Commission payment schedules, and Affiliate Program rules. If any modification is unacceptable to You, You agree and understand that Your only recourse is to terminate your participation in the Affiliate Program, which will also result in the forfeiture of any current or future Commissions due to You, and in which event you shall be entitled to your rights under the unmodified Agreement in effect prior to the date of the applicable modification.

SECTION 11 – YOUR RESPONSIBILITIES

As a Top Rated Systems Affiliate, you agree that:

It is your full responsibility to provide us with accurate account information and it is your responsibility to keep that information up to date. Such information includes, but is not limited to: contact details, payment details, tax information, all website URL(s) where Top Rated Systems is promoted, traffic sources, promotional means and practices, and any other details we may request.

Top Rated Systems reserves the right to request any additional information about each website, where Top Rated Systems is promoted and any additional information about the practices used to promote Top Rated Systems on those websites. If by any means you fail to provide the requested data or the data is not accurate it may result in exclusion from the Affiliate Program, temporary suspension or termination of your Affiliate account and loss of any Commissions.

The Affiliate must act in good faith and refer Prospects and Clients in good standing. Clients in good standing are Prospects or Clients that have provided valid contact information, have active accounts that do not exceed any limitations as per the Top Rated Systems’ Terms of Service and are not flagged for high fraud risk. Active account refers to your referred new Client who have created an account and have not canceled it in more than 45 (forty-five) days.

You agree not to make any recommendations or take any actions that would result in a potential revenue loss for Top Rated Systems.

You agree not to use any marketing practices that may attract clients that are not in good standing.

You agree not to act in your own will as per modifying, copying or altering any banners, icons, graphics or any other content that is contained in Top Rated Systems’ Links including but not limited to altering and modifying any copyright or trademark notices, without prior written approval from Top Rated Systems.

You shall not use self-referral methods, You may not click on your Affiliate links and/or banners and make orders via your unique Affiliate link. Matching IP addresses that were used to log in to the Affiliate panel and to make a Sale will be considered as self-referral and not considered a Sale and no exceptions will be made. Additionally, the use of VPN services to make a purchase via the Affiliate link will also be considered a violation. Violations can result in the loss of all accrued Commissions and dismissal from the program and immediate termination of this Agreement.

The Affiliate should not engage in any blackhat SEO/spam link building techniques, impersonating Top Rated Systems, cookie insertion, pay per click/impression advertising or other similar techniques in order to generate more referrals for Top Rated Systems.

You agree not to violate any applicable law, including but not limited to laws on advertising.

You agree to not damage Top Rated Systems’ reputation.

If Top Rated Systems suspects or detects patterns of violations of the Affiliate Agreement, Top Rated Systems reserves the right, as a result of Affiliate Agreement violation, to suspend and/or terminate your Affiliate account and cancel all Commission payments due.

SECTION 12 – ADDITIONAL PROVISIONS / LIMITATION OF LIABILITY

a. Independent Contractor. Affiliates are independent contractors of Top Rated Systems. It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between Top Rated Systems and You by virtue of this Agreement. You have no right to act on behalf of or bind Top Rated Systems in any way, nor share in the profits or losses of Top Rated Systems. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.

b. NO WARRANTY; NO LEADS. Top Rated Systems does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Top Rated Systems will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.

c. LIMITATION OF LIABILITY. EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL TOP RATED SYSTEMS OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE TERMS OF SERVICE, THE PRIVACY POLICY, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER TOP RATED SYSTEMS HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).

IN NO EVENT SHALL TOP RATED SYSTEMS’ LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF $500.

d. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW.

Any controversy or claim arising out of or related to this Agreement or Your relationship with us that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. The Top Rated Systems’ Terms of Service are expressly incorporated herein by reference. Please review the Top Rated Systems’ Terms of Service for more information which can be found here: https://toprated.systems/terms

e. Indemnity. You agree to protect, defend, indemnify and hold harmless Top Rated Systems, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, acts, or omissions, and/or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement. Your indemnity obligation includes, but is not limited to, any third party claim against Top Rated Systems for liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement.

f. Severability. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Top Rated Systems’ Terms of Service, as so modified, shall continue in full force and effect.

g. Modification/Amendments. This Agreement and Top Rated Systems’ Terms of Service may be modified by Top Rated Systems at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Top Rated Systems’ Terms of Service will be binding on You when they are sent to You via email, or are posted on the Top Rated Systems website, or in the affiliate center. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Top Rated Systems’ Terms of Service.

SECTION 13 – DISPUTES AND INDEMNIFICATION

You hereby agree to indemnify and hold harmless Top Rated Systems and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) any claim related to your Affiliate Site, including, without limitation, its development, operation, maintenance and content therein not attributable to us, or (iv) any action by You.

If a dispute, litigation, or complaint against Top Rated Systems occurs in a transaction in which Affiliate is involved and which is related to Top Rated Systems’ business, Affiliate will cooperate fully with Top Rated Systems in defending the action.

If Top Rated Systems is found to be liable by a court, arbitrator, or government agency as a result of Affiliate’s actions, negligence, misrepresentations, fraud, false statements, or violation of state or federal laws or statutes, Affiliate will indemnify and reimburse Top Rated Systems all such amounts and attorney’s fees, costs, awards, damages, and/or any other expenses necessary to defend the action. AFFILIATE WILL INDEMNIFY AND HOLD TOP RATED SYSTEMS AND ITS ASSOCIATES HARMLESS FROM ALL CLAIMS, DEMANDS, SUITS, COSTS, AND EXPENSES, INCLUDING ATTORNEY’S FEES AT ALL LEVELS, OF WHATEVER NATURE THAT MAY ARISE DUE TO AFFILIATE’S REPRESENTATIONS, ACTS, OMISSIONS, NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF LAWS, THIS AGREEMENT, OR TOP RATED SYSTEMS TERMS OF SERVICE.

This Paragraph 13 survives the termination of this Agreement.

SECTION 14 – REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to Top Rated Systems as follows:

a) You have reviewed and understand this Agreement and agree to be bound by its terms.

b) Your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

c) You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement

d) There is no pending or threatened claim, action, or proceeding against you, your business, your employees, your associates, or any affiliate of yours.

e) During the Term, you will not include in your Affiliate Site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or in violation of our Terms of Service.

f) You are at least eighteen (18) years of age.

g) Each Sale is valid, genuine, and unique and meets the criteria of a Sale for generating a Commission as provided in this Agreement.

SECTION 15 – ADDITIONAL REPRESENTATIONS AND WARRANTIES

Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify Top Rated Systems of the same within 24 hours. Top Rated Systems, in its sole and exclusive discretion, may immediately terminate Your participation in Top Rated Systems’ Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.

SECTION 16 – ENTIRE AGREEMENT

This Agreement, along with Top Rated Systems’ Terms of Service which can be found at https://toprated.systems/terms, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate. In the event of a direct conflict between the Top Rated Systems’ Terms of Service and this Agreement, this Agreement shall govern.

If any clause in this Agreement is found to be invalid or unenforceable by a court of law, the remainder of this Agreement will not be affected, and all other provisions of this Agreement will remain valid and enforceable.

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