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Terms & conditions

ICS AFFILIATE TERMS & CONDITIONS
PURPOSE
Innovative Capital Strategies, Inc., with principal offices at 101 East Broad Street, Suite 201, Mineola, TX  75773, provides a grant-subsidized Capital Ready Program to assist small businesses in accessing capital.
As the role of the Affiliate is primarily to create awareness and then refer prospects to our website, or a replicated website provided to you, the best training begins with Affiliate enrolling and completing the programs themselves.  
Affiliate should not be charging the ICS prospects any fee, directly or indirectly, to be submitted for consideration of participation outside the fee structure set forth by ICS.
TO BECOME AN AFFILIATE
To be an authorized ICS Affiliate, you agree to abide by the terms and conditions contained in this agreement.  Please read this agreement carefully before registering as an Affiliate. By signing up for our Affiliate Program, you indicate your acceptance of this agreement and its terms and conditions.
This Affiliate Program Operating Agreement (the Agreement) is made and entered into by and between Innovative Capital Strategies, Inc. ("ICS" or "we") and you, ("you" or "Affiliate") the party submitting an application to become an ICS affiliate). 
1.	Enrollment in the Affiliate Program
You must submit an Affiliate Program application. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.  Affiliate agrees to not be involved with any program, service, organization or offering that is competitive with ICS including but not limited to business credit building, business funding, access to capital, loan packaging, selling life insurance, etc. without written disclosure and approval by ICS.  Additionally, Affiliate agrees to treat all information, ideas, and discussions shared about ICS as confidential during the Term of this Agreement and for a two year period afterwards.
2.	Obligations of the Parties
I.	Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, ICS agrees as follows:
1.	Income for Affiliates.
We will pay Affiliate for each referral that converts defined as enrolling in the Capital Ready Program, referred to as a Qualified Action, as outlined in Exhibit A (the Commission) and is not later determined by ICS to be fraudulent, incomplete, unqualified or a duplicate.  
2.	We will pay you any Commissions earned weekly, based upon the prior week’s activities, as outlined in Exhibit A of this Agreement, provided that your account is currently greater than $250.  Accounts with a balance of equal to or less than $250 will roll over to the next week, and will continue to roll over monthly until $250 is reached. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.   
3.  	ICS shall automatically provide active Affiliates with access to an on-line tracking software illustrating Affiliate’s sub-affiliates, conversions, commissions earned, etc.  In the event that Affiliate disputes in good faith any portion of payable commission, Affiliate must submit that dispute to ICS in writing and in sufficient detail within thirty (30) days of the date of conversion.  If Affiliate does not dispute the on-line invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. If the parties are unable to arrive at a reconciliation, then ICS’ numbers shall govern.

4.	If Affiliate has an outstanding balance due to ICS under this Agreement or any other agreement between the Affiliate and ICS, whether or not related to the Affiliate Program, Affiliate agrees that ICS may offset any such amounts due to ICS from amounts payable to Affiliate under this Agreement.   
II.	Affiliate also agrees to:
1.	Not make any representations, warranties or other statements concerning ICS or Client or any of their respective products or services, except as expressly authorized herein.
2.	Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by ICS or Clients or a part of the Program Web Site, without prior written permission from us.
3.	Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
4.	Comply with the terms, conditions, guidelines and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks as long as the terms do not conflict with the ICS Affiliate Terms of Service.
5.	Comply with the ICS Affiliate Terms of Service, and also acknowledge that no other external, or third-party terms of services will ever supersede the ICS affiliate terms of service. Affiliate also acknowledges that the ICS affiliate terms of services will be considered final and non-negotiable, and any contractual agreement will be considered void if it's Terms of Services do not match the ones from ICS.
6.	Make sure to not place ICS ads on any online auction platform (i.e. eBay, Amazon, etc).
III.	The following additional program-specific terms shall apply to any promotional programs set forth below:
1.	Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by ICS in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-users computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.
2.	Affiliate Network Campaigns. For all Affiliates that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the Network) for access and use by those affiliates in Affiliates Network (each a Third Party Affiliate). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to ICS the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of ICS in the Network upon written notice from ICS. Unless ICS has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by ICS, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
3.	Confidentiality
Except as otherwise provided in this Agreement or with the consent of ICS, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
4.	Limited License & Intellectual Property
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.
You may not alter, modify, manipulate or create derivative works of the Links or any ICS graphics, creative, copy or other materials owned by, or licensed to, ICS in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice 10 days prior to such revocation. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of ICS’ trademarks, service marks, copyrights, patents or trade secrets. You agree that ICS may use any suggestion, comment or recommendation you choose to provide to ICS without compensation. All rights not expressly granted in this Agreement are reserved by ICS.
5.	Termination
This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all ICS or Client intellectual property, and will cease representing yourself as a ICS affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
6.	Remedies
In addition to any other rights and remedies available to us under this Agreement, ICS reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) ICS determines that you have violated this Agreement, (ii) ICS receives any complaints about your participation in the Affiliate Program which ICS reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach, until.  In the event of a material breach of this Agreement, ICS reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
7.	Anti-Spam Policy
You must strictly comply with the federal CAN-SPAM Act of 2003 (the Act). All emails sent in connection with the Affiliate Program must include the appropriate party’s opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to ICS for approval by sending it to your ICS representative and upon receiving written approval from ICS of your email the email may be transmitted to third parties.
It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon ICS’ approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon ICS’ approval. 
8.	Fraud
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. ICS shall make all determinations about fraudulent activity in its sole discretion.
9.	Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation; enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, ICS represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to ICS’ own business operations or ICS’ proprietary products or services.
10.	Modifications
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, ICS may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from ICS to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.
11.	Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
12.	Mutual Indemnification
 Affiliate hereby agrees to indemnify, defend and hold harmless ICS and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or ICS or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
13.	Disclaimers
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, ICS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ICS DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATES SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. ICS EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. ICS DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
THE TERMS OF THIS AGREEMENT SHALL CONTROL OVER ANY CONFLICTING TERMS IN ANY REFERENCED AGREEMENT OR DOCUMENT.  
THIS AGREEMENT SETS FORTH AND CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT SUPERSEDES ANY AND ALL PRIOR AGREEMENTS, NEGOTIATIONS, CORRESPONDENCE, UNDERTAKINGS, PROMISES, COVENANTS, ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER ORAL OR WRITTEN, OF ANY PARTY TO THIS AGREEMENT.
14.	Limitation of Liability
IN NO EVENT SHALL BCLI BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF BCLI. IN NO EVENT WILL BCLI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT BCLI HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. ICS’ CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY ICS IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
15.	Governing Law & Miscellaneous
Affiliate shall be responsible for the payment of all attorneys’ fees and expenses incurred by ICS to enforce the terms of this Agreement. This Agreement contains the entire agreement between ICS and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that ICS shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether ICS "clicks through" or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without ICS’ prior written consent. ICS may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the Modifications section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing or any delay in exercising any rights here-under shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
The Parties agree that, except as specifically provided to the contrary in this Agreement, any Grievance shall be resolved exclusively by Good Faith Arbitration.   Since the parties acknowledge that significant aspects of performance of this Agreement will occur in the State of Texas, even though the business activities of the Associate may occur anywhere authorized, provisions of this Agreement will be governed and construed under the laws of Texas.  If conflict or choice of law rules would choose a law of another jurisdiction, each party waives such rules and agrees the substantive law of Texas shall nonetheless govern. The parties agree that unless expressly provided to the contrary in this Agreement, the state and federal courts of Texas shall have exclusive jurisdiction of any litigation between the parties and the Associate expressly submits to the jurisdiction and venue of the federal and state courts serving Wood County, Texas with respect to any such litigation and/or arbitration.

By submitting an application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. 
EXHIBIT A—Affiliate Commissions
Affiliates shall have access to four commission streams:
1.	$100 for each Qualified Action when a client submits the $300 processing fee to enroll in the Capital Ready Program.
2.	Upon enrolled clients from #1 above submitting their $2,500 refundable deposit, Affiliate shall earn an additional $250.  NOTE: This source of commissions is available as a bonus to Affiliates who are enrolled and are in good standing as a Capital Ready client them self.
3.	As clients from #1 above raise capital and pay their 9.5% Performance Fee to ICS, ICS shall pay Affiliate 1% of the capital raise.
4.	Override commissions for sub-affiliates and their sub-affiliates (up to two levels of overrides) of: (a) 1% of the capital raise; and (b) if enrolled and in good standing as a Capital Ready client them self, the $250 commission from the collection of the $2,500 refundable deposit.

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