GlobalQuick CAPITAL Affiliate Agreement
Terms and Conditions

This Affiliate Agreement [the “Agreement”] is made by and between GlobalQuick, LLC, an Oregon company, operating as its primary website www.globalquickcapital.com [“GQC”] and the affiliate of GlobalQuick, LLC [“the Affiliate”], who by completing the affiliate application posted online at GQC hereby agrees to that which follows. In consideration of the mutual agreements, covenants, terms, conditions, and restrictions contained herein, GQC and the Affiliate [the “Parties”] hereto hereby agree as follows:

1. AGENCY:
   1. GlobalQuick Capital is a cash flow broker. Affiliates of GlobalQuick Capital only provide marketing assistance. This process is known as “affiliate marketing.” Whereas GlobalQuick Capital and its funders have clients, affiliates do not have clients.
   2. Pursuant to the business relationship described, the Affiliate shall have the authority to market the services of GQC, by providing links to the GQC website using its assigned affiliate code, and shall have the right to receive compensation for those links when they produce a successfully funded referred client.
2. INDEPENDENT CONTRACTORS:
   1. This Agreement shall not render the Affiliate the employee, partner, or joint venturer of GQC;
   2. The Parties are independent contractors in their relationship to each other;
   3. GQC shall not be responsible for withholding taxes with respect to the Affiliate’s compensation; and
   4. The Parties shall have no claims against each other for vacation pay, sick leave, retirement benefits, Social Security, worker’s compensation, disability benefits, unemployment insurance, or employee benefits.
3. SCOPE:
   1. GQC is a business that brokers cash flow financing;
   2. The Affiliate has the right to be compensated for cash flow financings obtained through the Affiliate’s marketing efforts;
   3. In order to participate, the Affiliate must agree to and abide by the provisions of this Agreement; and
   4. By completing the online affiliate application, the Affiliate approves of and agrees to its provisions.
4. FEE:
   1. The Affiliate shall be paid USD $100.00 for each successfully funded referred client;
   2. Each successfully funded referred client shall be paid a USD $100.00 rebate; and
   3. The Affiliate is hereby given notice that GQC only pays for successfully funded referrals, and does not pay for clicks, as some programs do.
5. TERMS:
   1. The Affiliate is hereby granted a non-exclusive, limited, revocable license to use trademarks and banners provided by GQC;
   2. Payment is limited to one referral fee per party per funding;
   3. The Affiliate can have only one account with GQC;
   4. The Affiliate can list multiple domains in his or her account;
   5. The Affiliate can place banners and links to the GQC website anywhere on his or her website or within non-spam emails, as he or she sees fit;
   6. GQC may email the Affiliate concerning new merchant programs at any time;
   7. GQC reserves the right to change the provisions of this Agreement upon 30 days’ notice to Affiliates at any time;
   8. The address that the Affiliate lists for receiving checks must be the Affiliate’s personal postal address;
   9. The country that the Affiliate identifies as the Affiliate’s country must be the Affiliate’s country of legal residence;
   10. International affiliates are those affiliates with addresses outside the 50 states of the United States of America and shall be paid via Direct Deposit or PayPal;
   11. The Affiliate agrees to hold GQC harmless from any liability related to linking GQC to the Affiliate’s website;
   12. GQC does not endorse or accept responsibility for the content of any website that links to it for the purpose of providing Affiliate services; and
   13. The Affiliate may place banner advertisements or other links within the Affiliate’s newsletters, the content of his or her website, or other web-related content.
6. CONDITIONS:
   1. All images, technologies, and content provided for the Affiliate’s use is and shall remain the sole property of GQC, and no part thereof shall be deemed assigned or licensed to the Affiliate except as explicitly provided for herein;
   2. All intellectual property rights, including copyrights, patents or patent applications, trademarks, trade names and service marks related to the foregoing shall remain the sole property of GQC;
   3. This intellectual property is licensed to the Affiliate subject to the express condition that the Affiliate may not modify the trademarks, banners, content or images provided to the Affiliate in any way;
   4. GQC may terminate the Affiliate’s license to use its marks if GQC determines that said use dilutes, tarnishes, or blurs the name recognition or commercial value of its marks;
   5. The Affiliate’s use of the marks will not create in the Affiliate any right, title, or interest in or to said marks, other than the license granted by GQC above;
   6. The Affiliate will not challenge the validity of or attempt to register any of the marks or the Affiliate’s interest therein, nor will the Affiliate adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks; and
   7. The Affiliate acknowledges GQC’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of GQC.
7. REGISTRATION:
   1. As part of the registration process, the Affiliate will select a user name [email address] and password combination that the Affiliate will use to access the Affiliate area within the GQC website;
   2. The Affiliate shall provide GQC with accurate, complete, and updated registration information;
   3. For the purposes of registering with GQC, the Affiliate may not select the name of another person with the intent to impersonate that person or deceive members or other users as to the Affiliate’s true identity;
   4. As a condition of registering with GQC as an Affiliate, the Affiliate agrees that GQC may rely on any data, notice, instruction or request furnished to GQC by the Affiliate which is reasonably believed by GQC to be genuine and to have been sent or presented by a person reasonably believed by GQC to be authorized to act on the Affiliate’s behalf;
   5. The Affiliate shall be responsible for maintaining the confidentiality of the Affiliate’s user name and password and for all usage and activity on the Affiliate’s account, including use of the account by authorized third parties;
   6. The Affiliate shall promptly notify GQC of any known or suspected unauthorized uses of the Affiliate’s account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of the Affiliate’s user name and password; and
   7. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination of the Affiliate’s account by GQC and referral to the appropriate law enforcement agencies.
8. PROHIBITIONS:
   1. Self-referrals are strictly prohibited;
   2. The following types of websites are not allowed to participate in GQC:
      1. Websites with adult content or adult advertisements, banner or otherwise;
      2. Websites that promote or endorse violence, bigotry, or hatred;
      3. Websites with false, defamatory, harmful, offensive, or malicious content;
      4. Websites that promote any form of illegal activity, including, but not limited to, warez, cracking, and hacking; Any use or association of such websites with an Affiliate’s account is strictly prohibited. Placement of a GQC banner advertisement or link on a website of this type is grounds for the immediate termination of this Agreement;
   3. Mail forwarding services, for the purpose of avoiding network demographics or otherwise, are strictly prohibited;
   4. Spamming is strictly prohibited. The practice of sending emails to lists or groups that the Affiliate does not have permission to send to is strictly prohibited. GQC reserves the right to terminate the Affiliate’s account after the first incident of spamming or other unauthorized sending of any kind;
   5. The use of GQC banners or links on websites not owned and operated by the Affiliate, to include newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, guest books and similar sites, is strictly prohibited;
   6. The use of GQC banners or links in any “Desktop” advertising scheme, including any third party advertising platform that uses a desktop application to display advertisements in any form, is strictly prohibited;
   7. The use of GQC banners or links in any display of a merchant window that is not the result of a direct click by the end-user is strictly prohibited;
   8. The Affiliate agrees to not refer to, advertise, or in any other way hold himself or herself out in commerce or otherwise as GQC; and
   9. Links may not be placed in newsgroups, unsolicited email, ICQ, banner networks, counters, chat rooms or guest books. Any link placed must be done in such a way that it is not misleading to any visitor and is done with the intention of delivering valid sales, leads, or clicks to the related merchant for that link.
9. WARRANTIES:
   1. GQC warrants that it will provide support for the Affiliate as indicated on the GQC website;
   2. GQC warrants that it will not sell or otherwise distribute an Affiliate’s personal information to a third party, with the exception of the parties involved in completing the transaction for which the Affiliate engaged its services, and that it will exercise due diligence to protect the Affiliate’s privacy;
   3. If the Affiliate is ever contacted by a fourth party contending that GQC gave them the Affiliate’s information, the Affiliate is urged to contact us immediately. GQC vigorously defends the privacy of its Affiliates and values their trust in GQC;
   4. The Affiliate warrants that he or she is at least 18 years of age and can supply a valid taxpayer ID number, in the form of either a Social Security Number for individuals or a Federal Taxpayer ID Number for corporations or other business entities;
   5. The Affiliate warrants that the Affiliate shall not provide, promote, distribute, place or otherwise publish as an Affiliate of GQC any content or website that includes content which is libelous, defamatory, obscene, pornographic, abusive, or fraudulent or violates any law;
   6. As GQC may not review all information provided by the Affiliate, the Affiliate warrants that the Affiliate shall remain solely responsible for the Affiliate’s content and website;
   7. GQC makes no warranties whatsoever about any other website which the Affiliate might access through GQC; and
   8. The Parties warrant that a link to a non-GQC website does not mean that GQC endorses or accepts any responsibility for the content or use of such website.
10. RESERVATION OF RIGHTS:
    1. GQC reserves the right to send email to the Affiliate for the purpose of informing the Affiliate of the Affiliate’s account status, and applicable changes or additions to the Affiliate program;
    2. GQC reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any such material change, GQC shall notify the Affiliate via email, newsletter or the GQC website at the time that any such change takes effect, at which time the Affiliate may either agree to the change or cancel his or her membership;
    3. GQC reserves the right to deem any site inappropriate and terminate the Affiliate as an affiliate of GQC; and
    4. If the Affiliate is terminated as an affiliate, GQC reserves the right to withhold money the Affiliate earned within GQC or owes GQC and the Affiliate will not be allowed to rejoin.
11. LIMITATIONS ON LIABILITY:
    1. GQC promises only that its operation, its use, and the results of such use shall be performed in a workman-like manner;
    2. To the fullest extent permissible pursuant to applicable law, GQC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, in regard to the service, its use, and the results of such use;
    3. Without in any way limiting the foregoing, GQC specifically disclaims any warranty
       1. that the service will be uninterrupted or error-free,
       2. that defects will be corrected,
       3. that there are no viruses or other harmful components,
       4. that the security methods employed will be sufficient, or
       5. that all data will be correct, accurate, or reliable;
    4. GQC will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold GQC liable for any of the consequences of such interruptions;
    5. GQC shall have no liability for unauthorized access to or alteration, theft, or destruction of any website of the Affiliate or affiliate customer data files, systems, or programs through accident, fraudulent means, or devices;
    6. GQC shall have no liability with respect to consequential, exemplary, special, incidental, or punitive damages, even if GQC has been notified of such damages. Any liability of GQC hereunder shall be limited to the revenue earned by GQC as a direct result of this agreement;
    7. GQC or its suppliers shall not be liable to you or any other person for
       1. any indirect, special, incidental or consequential damages of any character arising out of the use of or inability to use the GQC service or any information provided on the GQC website or any other hyper-linked website, including, without limitation, damages for loss of business goodwill, profits, volume, business opportunity, programs or data, even if GQC or its authorized representative has been advised of the possibility of such damages or
       2. any claim attributable to errors, omissions, or other inaccuracies in the website or any hyper-linked website;
    8. The Affiliate agrees that GQC has no responsibility or liability resulting from the Affiliate’s placement of authorized links from the Affiliate’s website;
    9. The Affiliate agrees to indemnify, defend, and hold harmless GQC and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses
    10. (including reasonable attorneys' fees) arising directly or indirectly from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating there to;
    11. GQC agrees to indemnify, defend, and hold harmless the Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses
    12. (including reasonable attorneys' fees) arising directly or indirectly from or relating to GQC’s negligence or willful misconduct in performance of its services or its breach of this Agreement; and
    13. Both parties agree that the doctrine of force majeure shall apply to this Agreement and that neither GQC nor the Affiliate shall be liable for any failure or delay in the performance of its obligations hereunder on account of such events as strikes, shortages, riots, insurrections, fires, floods, storms, explosions, acts of God, wars, governmental actions, labor conditions, earthquakes or any other cause that is beyond the control of either party.
12. FORFEITURE: The Affiliate is hereby given legal notice that violation by the Affiliate of any of the provisions of this Agreement could mean termination as an Affiliate and forfeiture of any commissions already earned by the Affiliate but not yet paid to the Affiliate.
13. NON-CIRCUMVENTION:
    1. In furtherance of perfecting a cash flow financing, GQC will strive to ensure affiliate tracking to the best of our ability. Cookies will be set on the client’s machine with a six-month life, and should the client later visit the site without using the Affiliate’s link, the Affiliate shall be credited if the cookie still exists;
    2. GQC cannot guarantee that a client will not move to another machine so as to not use the Affiliate’s link nor guarantee that a client will not delete cookies or otherwise erase the Affiliate’s tracking; and
    3. Should a client not use the Affiliate’s link, the client shall not be entitled to its rebate.
14. NON-DISCLOSURE:
    1. GQC acknowledges that in the course of performance of this Agreement, it shall have access to private, confidential, and proprietary information [“Confidential Information”] of the Affiliate or the Affiliate’s company. GQC agrees not to disclose or disseminate Confidential Information without the express written consent of the Affiliate; and
    2. Excluded from the definition of Confidential Information is:
       1. information that is known by GQC at the time of its receipt from the Affiliate, and that is not subject to any other non-disclosure agreement between the Parties; and
       2. information that is now or hereafter becomes generally known to the general public through no act or failure to act by GQC or that is later distributed or generally disclosed to the public by the Affiliate.
15. EXPENSES: The Parties agree that they shall not reimburse each other for their expenses.
16. NON-ASSIGNABILITY: The Affiliate may assign this Agreement to any successor or other affiliate only by mutual agreement between the Affiliate and the other party and upon notice to GQC.
17. MODIFICATIONS:
    1. This Agreement may not be modified except by an amendment reduced to writing and signed by the Parties; and
    2. No waiver of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.
18. SEVERABILITY: If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.
19. ENTIRE AGREEMENT:
    1. This Agreement sets forth the entire agreement and understanding between the Parties relating to this subject matter and supersedes all prior communications between the Parties;
    2. This Agreement may be amended by providing notification to the Affiliate; and
    3. Should any change in terms not be acceptable to the Affiliate, the Affiliate may cancel the Affiliate’s account.
20. GOVERNING LAW:
    1. This Agreement shall be deemed to have been made in Oregon and shall be governed by the laws of Oregon, applicable to agreements made and wholly performed therein without the application of choice of law or conflict of laws rules, despite the fact that all or a part of this Agreement might have been initiated, negotiated, drafted, reviewed, signed, and/or performed outside of Oregon; and
    2. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
21. JURISDICTION AND VENUE: The Parties hereby consent and agree to the exclusive jurisdiction and venue of the Federal and State Courts of the State of Oregon located in the County of King in connection with any lawsuit, action, or proceeding arising out of or related to this Agreement.
22. ATTORNEY’S FEES: In the event this Agreement becomes subject to litigation between the Parties, the Parties agree that the prevailing party shall be entitled to an award of attorney’s fees and costs.
23. ADDITIONAL ACKNOWLEDGMENTS:
    1. The Parties acknowledge that they are executing this Agreement voluntarily and without any duress, fraud, or undue influence;
    2. The Parties acknowledge that they have carefully read this Agreement and have asked any questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand them; and
    3. The Parties acknowledge that they have sought the advice of an attorney of their choice, if so desired, prior to signing this Agreement.
24. MEMORANDUM OF AGREEMENT:
    1. The Parties acknowledge that the foregoing constitutes the Agreement;
    2. Unless and until a more formal agreement is executed, this Agreement shall be and remain a binding and enforceable agreement between the Parties; and
    3. By completing the online application, the Affiliate approves and accepts the terms of this Agreement and agrees to be bound by them.