Affiliates

Nirvana Affiliate Program Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Nirvana Systems Affiliate Program (the "Program"). As used in this Agreement, "we" means Nirvana Systems, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Nirvana sites (www.nirvanasystems.com, www.nirv.com, www.visualtrader.com or www.omnitrader.com) or to any site that you will link to our site (and which you will identify in your program application).

1. ENROLLMENT IN THE PROGRAM

To begin the enrollment process, you will submit a complete program application via our web site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:

  • promote sexually explicit materials
  • promote violence
  • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
  • promote illegal activities
  • include "nirvana", "omnitrader", "visualtrader" or variations thereof in their domain names
  • otherwise violate intellectual property rights

You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may at any time terminate this Agreement.  

2. TRACKING YOUR REFERRALS

Nirvana will monitor the visitors who follow special links from your web site (as defined in your Nirvana affiliate registration information) to Nirvana sites. Nirvana will track members who purchase OmniTrader and/or VisualTrader using special links from your web site to ours and record the referral in our database. To permit accurate tracking, reporting and fee accrual, you must ensure that the special links between your web site and Nirvana sites are properly formatted. 

3. REFERRAL FEES

Nirvana will pay you a referral fee (the "Referral Fee") (1) twenty percent (20%) of the purchase price of OmniTrader and VisualTrader from such Qualified Referrals (as defined below).  OmniTrader and/or VisualTrader upgrades are at no time eligible for the Affiliate Program.  A "Qualified Referral" is a referral who makes a purchase of OmniTrader and/or VisualTrader by way of a special link from your web site within 30 days of originally clicking our link on your web site.

Nirvana does not pay any Referral Fees under the following conditions: (1) if your Qualified Referral purchases through our www.nirvanasystems.com, www.nirv.com, www.visualtrader.com, or www.omnitrader.com web sites and Nirvana does not have a tracking card on file; or (2) if your Qualified Referral purchases by calling our sales department directly; or (3) if you referred yourself. Referral fees are not paid on an affiliate's personal account.

4. PAYMENT OF REFERRAL FEES

Nirvana will pay you by check monthly as follows: (1) Checks will be issued on the 15th of each month.  The amount of the check will be for all referral fees earned in the prior month time period, less any applicable required tax withholding, chargebacks, chargeback fees and/or refunds. If you wish to be paid by wire transfer, you will be responsible to pay the wire fee. (2) Referral fees will not be paid for any customer who has returned their OmniTrader and/or VisualTrader and requested a refund or submitted a chargeback.  (3) Checks will not be issued for earned amounts of less than $20. (4) For chargebacks and/or refunds issued after you have been paid, we will deduct the corresponding referral fee from your next monthly payment or bill you for the refund amount if refund exceeds the referral fee.

5. POLICIES AND PRICING

Customers who register through this Program are deemed to be our customers. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare forms for purchases and cancellations, and handle customer service. Accordingly, all of our rules, policies, and operating procedures will apply to those customers. We may change our policies and operating procedures at any time. With our sole discretion, prices for OmniTrader and/or VisualTrader may at any time reflect discounts, specials or promotions, and the referral fee for those purchases will reflect the discounted price.

6. LIMITED LICENSE

Nirvana grants you a limited, non-exclusive, non-transferable right to display our icon and message images solely for the purpose of identifying your web site as a Nirvana Affiliate Program participant. You may not modify the icon, the message, or any of our images in any way. Nirvana reserves all of our rights in the icons of our different sites, the message, any other images, our trade names and trademarks, and all other intellectual property rights. An affiliate may not copy any part of Nirvana's web sites for their own use without written permission from Nirvana Systems.  We reserve the right to terminate any Nirvana Affiliate Program participant who is in any way in breach of this policy.

7. RELATIONSHIP OF PARTIES

Nothing in this Agreement shall create or constitute any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. For the purposes of this Agreement you are considered an independent contractor. You shall have no authority to make or accept any offers or make any representations on our behalf. You shall not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

8. ASSIGNMENT

Your Affiliate status is personal to you, and you may not assign or otherwise transfer your rights or obligations to anyone.

9. SEVERABILITY

Should any provision of the Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

10. TERM AND TERMINATION

This agreement is effective upon approval by Nirvana Systems for a one year term. The agreement will automatically renew each year. Either party reserves the right to terminate this agreement at any time with 30 days written notice for any or no reason.

11. MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12. LIMITATION OF LIABILITY

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the 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 Program will not exceed the total referral fees paid or payable to you under this Agreement.

13. 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 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.

14. INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

15. ARBITRATION

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Austin, Texas, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Texas (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. You agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

16. MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the state of Texas, without reference to rules governing choice of laws. 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.