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TERMS AND CONDITIONS

With regard to the items set forth below, I agree to the following:

Offers and Engagements

1. Search Engine/Directory Marketing (Paid and/or Sponsored Search):

A. Universal Distributing L.L.C. does not allow Affiliates to Purchase, Use or Bid on Universal Distributing L.L.C. or any of its subsidiaries trademarks, brand names or any variations and derivatives thereof, including, without limitation, misspellings, numbers, symbols and addendums, on search engines/directories. Search engines/directories include, but are not limited to, Google, Overture and MSN.

B. In paid search copy or within the display URL, an Affiliate is not permitted to use the name Universal Distributing L.L.C. or any of its subsidiaries names, Universal Distributing L.L.C. trademarks or any of its subsidiaries trademarks or branding, brand names, or any variations or derivatives thereof.

C. Universal Distributing L.L.C. does not allow Affiliates to market or resell products sold on Universal Distributing L.L.C. or any of its subsidiaries on such Websites as Amazon.com, eBay.com or any other auction or bid type Websites. Affiliates will not receive commissions on products sold through such Websites.

D. Universal Distributing L.L.C. does not allow Affiliates to redirect paid and/or sponsored search links directly from a search engine/directory to Universal Distributing L.L.C. or any of its subsidiaries.

E. Affiliates may not bid on Universal Distributing L.L.C. or any of its subsidiaries Competitor trademarks for the purpose of driving search traffic to Universal Distributing L.L.C. or any of its subsidiaries.



2. Promotional Marketing Tactics (Adware, Contextual Advertising, E-mail, Pop-under banners, Pop-up banners):

A. Affiliates of Universal Distributing L.L.C. or any of its subsidiaries may not employ the use of Pop-under banners, Adware, Pop-up banners, or any other manner of software to promote or market Universal Distributing L.L.C. goods or services.

B. Universal Distributing L.L.C. or any of its subsidiaries does not allow Affiliates to employ third party e-mails or stand alone e-mails of any type without prior written consent of Universal Distributing L.L.C.

C. Universal Distributing L.L.C. or any of its subsidiaries does not allow Affiliates to force clicks by serving Universal Distributing L.L.C. Website pages as advertising pop-under banners or pop-ups banners.



3. Coupon Code Usage:

The Universal Distributing L.L.C. Affiliate Program will only pay commissions on coupon codes that are supplied to the Affiliate via the Commission Junction Account Manager. Coupon codes may not be taken from any other offline or online program. Any commissions that might be earned on sales that are found to be in violation of the above stated coupon code policy will be retracted.



4. Affiliate Violators:

Affiliates found in violation of the policies mentioned within these Terms and Conditions will have associated commissions retracted and may be subject to immediate and permanent termination from the Universal Distributing L.L.C. Affiliate Program, at the sole and absolute discretion of Universal Distributing L.L.C..



5. Offers on The Commission Junction Network™:

From time to time, Universal Distributing L.L.C. may post on the Commission Junction Network™ offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification number from the Commission Junction Network™, they shall be deemed to be an Offer for purposes of this Agreement. The term Offer shall also include any counter-offers resulting from an Offer.



6. Engagement of Offers:

If an Offer made by one party is accepted by the other party in accordance with the Offer terms via the Commission Junction Network™, an Engagement will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.



7. Changes to Offers or Engagements:

Universal Distributing L.L.C. may with or without notice at any time prior to an Affiliate providing a Qualifying Link, (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by Universal Distributing L.L.C. for an Offer or Engagement. Affiliate agrees to promptly implement any request from Universal Distributing L.L.C. to remove, alter or modify any graphic or banner ad submitted by Universal Distributing L.L.C. that is being used by Affiliate as part of an Engagement.



8. The Affiliate’s Responsibilities:

A. By joining the Universal Distributing Affiliate Program, the Publisher certifies that he/she is not a resident of New York State for sales tax purposes as defined by New York Tax Law and has no nexus in the State of New York. A New York State resident for sales tax purposes includes, but is not limited to:

i. Any individual who maintains a permanent place of abode in New York State.
ii. Any corporation incorporated under the laws of New York, and any corporation, association, partnership or other entity doing business or maintaining a place of business, or operating a hotel, place of amusement or social or athletic club in New York State. (See Sales and Use Tax Regulations Section 526.15.)

B. Affiliate will link its website to areas within a Universal Distributing L.L.C. website or any of its subsidiaries using special URLs specified in the Engagement (the Required URLs). Affiliate may post as many links to the Required URLs and the rest of Universal Distributing L.L.C. website or any of its subsidiaries as it wishes on the Affiliate website. The position, prominence and nature of links on the Affiliate website shall comply with any requirements specified in the Engagement, but otherwise will be at the discretion of Affiliate.

C. Affiliate agrees not to make any representations, warranties or other statements concerning Universal Distributing L.L.C. or any of its subsidiaries, Universal Distributing L.L.C. or any of its subsidiary websites, any Universal Distributing L.L.C. products or services, or Universal Distributing L.L.C. Website policies, except as expressly authorized by the Engagement.

D. Affiliate is responsible for notifying Universal Distributing L.L.C. and the Commission Junction Network™ of any malfunctioning of the required URLs or other problems with the Affiliate participation in the Engagement. (Universal Distributing L.L.C. will respond promptly to all concerns upon notification by Affiliate.)



9. Commissions:

A. Universal Distributing L.L.C. agrees to pay Affiliate the commission specified in the Engagement if Universal Distributing L.L.C. records a product sale to a Website visitor (a Customer) on a Universal Distributing L.L.C. website of a product or service that is the subject of said Engagement, or if that Customer has accessed a Universal Distributing L.L.C. website and purchased the product or service via a Qualifying Link.

B. A Qualifying Link is defined as a link from an Affiliate website to a Universal Distributing L.L.C. website using one of the Required URLs or any other URL provided by Universal Distributing L.L.C. for use in the Commission Junction Network™, if it is the last link to a Universal Distributing L.L.C. website that the Customer uses during a Session whereby a sale of a product or a service to Customer occurs. A Session is the period of time beginning from Customer initial contact with a Universal Distributing L.L.C. website via a link from the Affiliate website and terminating when the Customer either returns to the Universal Distributing L.L.C. website via a link from a website other than the Affiliate website, or the Engagement expires or is terminated.

C. Universal Distributing L.L.C. shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between Universal Distributing L.L.C. and their Customer.

D. All determinations of Qualifying Links and whether a commission is payable will be made by the Commission Junction Network™ and will be final and binding on both Universal Distributing L.L.C. and Affiliate. Prices for the products will be set solely by Universal Distributing L.L.C. in its discretion.

Questions?

We’re here to answer any questions you might have 7 days a week. Our call-center hours are Monday through Friday from 6 am to 9 pm (Pacific Time), Saturday from 8 am to 5 pm, and Sunday from 9 am to 4 pm.

Thank you for visiting!
Universal Distributing L.L.C.
19360 Rinaldi St. # 250
Porter Ranch, CA 91326
1-800-480-1488
Marketing@UniversalDistributingllc.com