Pace Educational Systems,Inc.

 Please read the agreement document below before registering.

This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the The Key To Successful Weigh Loss Affiliate Program of Pace Educational Systems Inc., and the establishment of links from your affiliate website, e-Newsletter or e-List, to our website conquerovereating.com. As used in this Agreement, "we" ,"us" or "Pace" means Pace Educational Systems, Inc., and "you" or "your" means the applicant, and "Product" or "Products" means any and all items offered for sale by us on the conquerovereating.com website.

1.  Enrollment In The Affiliate Program

To begin the enrollment process, you must submit a completed Affiliate Program application via this 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 our Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, distasteful, harassing, or racially, ethnically, or otherwise objectionable.

If we reject your application, you are welcome to reapply to the Affiliate Program at any time.

2.  Linking from your site

As an Affiliate Site we will make available to you a variety of graphic and textual links (both these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas of your site as you desire. The Links will establish a link from your site to ours. The Links may connect to different areas of our site.

In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You also agree that you will display on your site only those graphic or textual images (indicating a Link) that are provided by us, and that you will substitute such new images as provided by us from time to time throughout the term of this Agreement. Your Affiliate Sites shall display such graphic and or textual images prominently in relevant sections of your site. All Links may be modified and/or expanded from time to time throughout the term of this Agreement. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel, or functionality of our site.

You will only earn referral fees with respect to activity on our site occurring directly through said Links or through our Word Of Mouth Program (W-M).

3.  Our Responsibility

We will be responsible for providing all information necessary to allow you to install appropriate Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to your Affiliate Sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.

4.  Your Responsibility

If you qualify and agree to participate using an Affiliate Site, you shall:

(a) Have sole responsibility for the development, operation, and maintenance of your site and for all the materials that appear on your site. 

(b)  Ensure that all materials posted on your site are not illegal and do not infringe on the rights of any person or entity of any kind. We disclaim all liability for all materials on your site.

(c)  Indemnify, defend and hold us harmless from all claims, damages, and expenses (including without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. 

(d)  Agree that your site will not, in any way, copy or resemble the look and feel of our site nor will you create the impression that your site is our site or is a part of our site. You also agree that your site will not contain any content of our site or any materials which are proprietary to Pace except (i) with our prior written permission, or (ii) in using materials which are obtained by you in accordance with the provisions of this Agreement.

(e) Submit the URL's for all sites you plan to use to promote Pace Products to us.

(f)  Display Links prominently throughout your site as you see fit.

5.  Anti-Spam Policy

Affiliates will be removed from the Affiliate Program and forfeit any pending commissions if they are caught spamming. Spamming (the sending of unsolicited bulk e-mail) is not allowed and will not be tolerated.

6.  Compliance with the Agreement

We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

7.  Commission Determination 

Only Pace Products that are (i) sold by us, and (ii) purchased by users linking to our site from your site pursuant to a Link, or whom you have referred to our product by word of mouth using the W-M Form (see paragraph 9), and (iii) for which we have received full payment, will qualify for a commission (will be a "Qualifying Purchase"). Commission rates will be based on the aggregate amount actually paid to us for Qualifying Purchases of Pace Products, excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts arising from credit card fraud and bad debt, and credits for returned goods ("Net Sales"). All available items on our site will be included in the computation of Net Sales.

The commission rate on Pace Product sales generated by you, either online or through the W-M program, will be equal to thirty (30%) of the Net Sales for Qualifying Purchases. Additionally, you will receive seven percent (7%) of the commission generated by affiliates whom you have referred to the Affiliate Program. The commission rate is subject to change at any time or from time to time, which change shall be made in good faith and in our sole and absolute discretion. You will be notified of any change in the commission rate (30) days before such change will take effect. Such notification will be by e-mail to the address we currently have on file for you and also through a posting on our website. You will be responsible for notifying us promtly of any changes to your email address so that we can contact you.

8.  Commission Payment

We will pay you commissions on a monthly basis. When the total commissions due you equals or exceeds forty seven ($47 USD), we will send a commission check (in U.S. dollars) or an electronic payment via PayPal (whichever you choose) for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activities to you. However, if the referral fees payable to you for any calendar month are less than $47 USD, we will hold these referral fees until the total amount due is at least $47 USD or (if earlier) until this Agreement is terminated. Such commission checks or electronic payments, and statements of activity will be sent within thirty (30) days after the end of each calendar month.

9.  Word Of Mouth Referrals

As an affiliate you are entitled to receive commissions for sales generated by word of mouth by you or by an affiliate whom you have recommended to the Affiliate Program, provided such referrals are made according to the provisions of the W-M Program and they generate a Qualifying Purchase (see paragraph 7). The W-M Program operates under the same rules and compensation schedule as the online sales program with the exception that W-M purchases are made by phone, fax or mail using the special W-M Form supplied to affiliates. 

10.  Reports of sales

You will be given a password and have the ability to enter a password-protected website to receive your sales statistics on a real-time basis.

11. Policies and Pricing

All customers who visit the Pace websites, including, without limitation, customers who buy products through the Affiliate Program, will be deemed to be customers of Pace. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and Pace Product sales will apply to those customers, and you shall refer all Product-related questions, requests or queries to Pace. We may, in good faith, change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Pace Products sold under the Affiliate Program in accordance with our own pricing policies. Prices and availability of Pace Products may vary from time to time. Because of this, you may not include price information in your Product descriptions.

12.  Publicity

Aside from the materials we provide, you shall not create, publish, distribute, or permit any other written material that makes reference to us without first submitting such material to us and receiving our written consent.

13.  Licenses and Use of the Pace Logos and Trademarks

(a)  We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the trademark and logo and similar identifying material relating to us (but only in the form(s) that are specifically provided by us to you) (collectively, the "Licensed Materials"), for the sole purpose of linking your site to our site, where your users can purchase Pace products.  You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program.

(b)  You shall not make any specific use of any Licensed Materials for purposes other than selling Products on your site, without first submitting a sample of such to us and obtaining our prior written consent, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice.

(c)  You grant us a non-exclusive license to utilize your names, titles and logos, trademarks and service marks (collectively, "Affiliate Materials"), to advertise, market, promote and publicize in any manner under this agreement. We will not, however, be required to advertise, market, promote or publicize your Website. You represent to us that you are the sole and exclusive owner of your Affiliate Materials and have the right and power to grant to us this license and such grant does not or will not (I) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

As an affiliate, in addition to receiving affiliate commissions, you can also purchase the The Key To Successful Weight Loss CDs in bulk and resell them directly to clients, workshop audience members, friends or others who may be interested. These CDs can be purchased by affiliates at 40% off the retail price in lots of 8 CDs or more. The present retail is $89.00 USD per CD which will result in a net profit to you of $35.60 USD (minus the shipping/handling cost paid by you).

15.  Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Either you or we may terminate this Agreement at anytime, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and all trademarks, logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Affiliate Program. You are only eligible to earn commissions on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

16. Modification

We may modify any of the terms and conditions of this Agreement at anytime. You will be notified by e-mail, and a change notice will be posted on our site. If the modifications are not acceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a change notice has been e-mailed to you and posted on our site will constitute binding acceptance of the change. 

17.  Relationship of Parties

You and Pace are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section

Pace may site your name or URL in connection with your participation in the program in materials including, but not limited to, postings on our site, newsletters, advertisements, and other communications.

18.  Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate or any Products sold through the Affiliate Program (including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, or any implied warranties arising out of 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.

19.  Representations and Warranties

You hereby represent and warrant to us as follows:

(a)  This agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

(b)  The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) if you are a legal entity, any provision of your by-laws or certificate of incorporation or other organizational documents, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

(c)  No consent, approval, or authorization of, or exemption by any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby. 

(d)  There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

(e)  You are an adult of at least 18 years of age.

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees 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 you, respectively, 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 such party for its own business purposes or for any other purposes except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

21.  Limitation of Liability

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

22.  Independent Investigation

You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisers if you so desired, 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 Websites that are similar to or competitive with your Website. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement. 

23.  The Governing Law

This agreement will be governed by the laws of the United States and the State of New Jersey, without reference to rules governing choice of laws. Any legal proceeding of any nature brought by either Party against the other Party to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this Agreement shall be submitted for trial, without a jury, before the federal or state courts located in Middlesex County, New Jersey and you irrevocably consent 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 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. In any action to enforce or interpret any provision of this Agreement, the prevailing Party will be entitled to recover its attorneys fees and costs.

24.

The insertion of headings and the division of this Agreement into Sections are for convenience only and are not to affect its interpretation.

25.  Paragraphs Surviving Agreement

Paragraphs 4-a, 4-b, 4-c, 4-d, 14, 17, 19, 20, and 22 shall survive any expiration or termination of this Agreement.

I have read the Affiliate Agreement of Pace Educational Systems, Inc. and accept the terms set forth in it,