Distributorship Program Agreement

The pinoynumber Affiliate Program (the “ Program ”) is offered by PinoyNumber.com, Inc (PinoyNumber), which operates the pinoynumber.com web site (“ pinoynumber Site ”). The Program is offered to qualified individuals and businesses (“ Affiliates ”) that operate one or more sites on the World Wide Web, that agree to this pinoynumber Affiliate Program Agreement (this “ Agreement ”), and that are approved by PinoyNumber. Under the Program, Affiliates are given the opportunity to earn commissions (“ Distributorship” ) on sales of the product on the pinoynumber site resulting from visitors linking from visitors linking from an Affiliate site to the pinoynumber site by means of a specially coded hyperlink (“ Referral Link” ).

This Agreement contains the terms and conditions that apply to an individual or entity's participation to the Program. As used in this Agreement, the terms " we ", “ us ”, and “ our ” mean Trail Resources (PinoyNumber, Inc.), and the terms " you " and “ yours ” mean the participant / applicant named in the Program Application.

You must read and agree to this Agreement in order to become an Affiliate. Sign in below after reading this Agreement to indicate your agreement to these terms and conditions and proceed to the Affiliate application form. We will review your completed application and will notify you by E-mail of our acceptance or rejection of your application. Our E-mail acceptance will constitute our execution and delivery of this Agreement to you. We hope we will be able to accept your application to the Program, but we reserve the right to accept or reject any company requesting to be part of our Affiliate Program.

Referral Links and other PinoyNumber resources

If we accept your Program application, we will provide you with the procedures for downloading Referral Links and other materials ( PinoyNumber Materials) that you can use in your Site. To ensure accurate tracking, reporting and commission accrual, we will provide you with special tagged link formats to be used in all links between your site and our site. We grant you permission to use the PinoyNumber materials, which may include graphic images and text solely for the purpose of identifying your site as a Program participant, and to assist in generating sales. We reserve all rights to any graphic image and text, or any other images, our trade name and trademark. You must make sure these links are properly utilized. We will not be held liable for any failure by you to use the Trail Resources links.

Distributorship Fees

We will pay commissions through loads and certain percentage on orders that are placed on a sale from your site. Commissions will only be paid after an order is fully processed and paid. You will earn commission for every fulfilled subscribers signed up by new agent and additional calling credits for every new subscriber, which excludes costs for refunds and bad debt. Loads will be calculated instantly and checks will be sent out quarterly, unless the total of the commissions is more than $100.00 in one month, in which case the check will be sent out within 10 days of the following month. If a customer required us to refund money, the amount will deducted from your next monthly Referral Fee payment. If there are no subsequent Referral Fees due to you, we may send you a bill for the amount of the excess Referral Fees paid, and you agree to pay such bill no later than 30 days after you receive it.

Order Processing, Policies and Pricing

We will be responsible for all aspects of order processing and fulfillment. We reserve the right to reject any order that does not comply with our requirements. Customers who purchase products through this Program will be deemed to be customers of PinoyNumber.com. Accordingly, all rules, policies, terms and conditions, and operating procedures concerning use, customer orders, service and product sales will apply to those customers. We may change our policies and procedures at anytime and prices and availability may vary.

Terms of the Agreement

We may modify any of the terms and conditions of this Agreement, at any time by providing you a written change notice or new agreement. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our provision of a change or new Agreement will constitute acceptance of the change.

Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. If this Agreement is terminated, you will immediately cease use of, and remove from your site, all links to our site, and all of PinoyNumber.com trademarks, trade dress, logos, and all other materials provided by or on behalf of us to you in connection with the Program. All commissions earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may hold your final payment for a reasonable time to ensure the correct amount is paid.

Limitation of Liability

In no event shall we or any PinoyNumber provider be liable to you or any other party for indirect, special, incidental or consequential damages of any kind arising out of or related to this agreement, or any loss of revenue, loss of profits, loss of data arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Furthermore, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. Neither party shall be liable to fulfill its obligations hereunder, or for delays in performance, due to causes beyond its reasonable control, including, but not limited to, acts of God, acts or omissions of civil or military authority, fires, strikes, floods, epidemics, riots or acts of war.

Miscellaneous

This Agreement will be governed by the laws of the United States and the State of California . Any action relating to this Agreement must be brought in the federal or state courts located in Denver , California , and you consent irrevocably to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

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