DMD cEnter's AFFILIATE MARKETING TERMS & POLICIES

PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and us (“DMD cEnter” or Grand Switch Corp. {GSC}). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

The DMD cEnter Marketing Affiliate Program Agreement applies to your participation in DMD cEnter Marketing Affiliate Program (the “Affiliate Program”).  These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the DMD cEnter Marketing Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the DMD cEnter Marketing Affiliate Program of Grand Switch Corp. (GSC), and the establishment of links from your affiliate website and/or social networks to our website with Website URL https://dmd.center; https://dmd.center and https://grandswitch.ph and/or social networks as used in this Agreement, "we," "us" "our," or "Company" means Company Name and "you" or "your" means the Affiliate, and "Grand Switch Products” or “DMD cEnter Products" means any and all items offered for sale or campaign by us on the Grand Switch Corp. or DMD cEnter website. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GRAND SWITCH CORPORATION. BY CLICKING THE "I AGREE" BUTTON ON THE DMD CENTER MARKETING AFFILIATE APPLICATION, YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ THE DMD CENTER MARKETING AFFILIATE AGREEMENT AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS DMD CENTER MARKETING AFFILIATE AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.

Definitions

“DMD cEnter Online Affiliate” means an individual or in partnership or corporate or organizational entity who enrolled at, verified and accepted by GSC or DMD cEnter Marketing Affiliate Program operated or controlled by Grand Switch Corp and its brands and would like to promote and support DMD cEnters services and products through his/her/their website and/or social network and by doing may earn a commission whether cash or credit or benefit from GSC or DMD cEnter.
“DMD cEnter Offsite Affiliate" means an individual that are in Agreement or Contract with DMD cEnter that is allowed to promote and sell “Direct Grand Switch Products” or “Direct DMD cEnter Products” both online and offsite or not through online means, but, directly to the Customers of DMD cEnter.
“DMD cEnter Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you generated by our Affiliate application found on the  Affiliate Tab Menu on Your Account system generated upon your registration as either DMD cEnter Online and/or Offsite Affiliate.
“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
“Affiliate Application” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
"Campaign" means the Product and/or Service that DMD cEnter is offering to be part of the DMD cEnter Marketing Affiliate Program that an Affiliate may earn commission or benefit.
"Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means an amount or credit described to be given to the Affiliate either in the form of cash or credit or discount or benefit depending on what was specified on the stated Campaign.
“Customer” means registered member of DMD cEnter either dentist and/or DMD cEnter's recognized collaborative partner who purchased Grand Switch Products and/or Services and/or its brand products after being an Affiliate Lead.
“Customer Transactions” means those transactions through Affiliate Leads that are eligible for Commission pursuant to DMD cEnter's policies of this Agreement.
"Customer Data" means all information that Customer submits or collects via the Grand Switch Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the Grand Switch Products.
“Grand Switch Content” or “DMD cEnter Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“Direct Grand Switch Products” or “Direct DMD cEnter Products” means Subscription Service, Events, and Other Products or Services whether Physical or Digital being sold at Grand Switch Corp. and its brand DMD cEnter.
“Program Policies” means the guidelines and policies for the Affiliate Program.
“Indirect Grand Switch Products” or “Indirect DMD cEnter Products” means those physical products, events and/or services that we offer that are owned and distributed by third-party entity or collaborative partner under the drop shipping agreement with GSC or DMD cEnter.
“DMD cEnter Sales Transaction” means our sales transaction that is subscribed to, and developed, operated, and maintained by us, accessible via http://dmd.center (URL) or another designated URL, and add-on products that maybe offered by DMD cEnter.
"We", "us", “our”, “DMD cEnter”, “DMD Centre”, “Grand Switch" and "GSC” means Grand Switch Corp.
“You”, "Collaborative Partner", and “Affiliate” means the party, other than Grand Switch or DMD cEnter, entering into this Agreement and participating in the Affiliate Program.

Enrollment in the DMD cEnter Marketing Affiliate Program

To begin the enrollment process, you will need to register at “DMD cEnter Marketing Affiliate Program” and/or a registered member of DMD cEnter. In addition, the Affiliate must enter all the necessary information required as seen on your DMD cEnter's profile account page under Affiliate Menu tab and upload and submit all the necessary supporting documents if requested via our website. Once your application has been approved, you will receive your affiliate code and password to allow you to start marketing the DMD cEnter Campaigns that involves “Direct Grand Switch Products” or “Direct DMD cEnter Products” and “Indirect Grand Switch Products” or “Indirect DMD cEnter Products”.

Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not.  Before we accept an application, we may want to review your application with you, so, we may reach out to you for more information. We may require that you to complete certain requirements or certification(s) to be uploaded and submitted from your DMD cEnter's Account Profile Dashboard and review them before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

We may reject your application if we determine (in our sole discretion) that your site or social media network is unsuitable as an Affiliate for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene; harassing or racially, ethically, or otherwise objectionable; such as sites that facilitate illegal activity; depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporate any materials that infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights (collectively "Content Restrictions").

Further, you will need to complete any enrollment criteria which are the following:
1. For dentists, you must be a registered and verified DMD cEnter Member. 
2. For non-dentist, you must be registered and verified member of DMD cEnter Marketing Affiliate Program.
3. For DMD cEnter offsite Affiliate, you must be registered and verified member of DMD cEnter Marketing Affiliate Program to get commission online.
4. You must have a PayPal account or Indicate a Bank Account under your name or under your Partnership, Organization or Corporate or Business name. 
5. If you are a dentist and a DMD cEnter member, depending on your type of membership with DMD cEnter (Insider, Advanced or Accelerated) and the campaign rules set forth by DMD cEnter for your rights to do that specific Campaign and be that Campaign's Affiliate. (Every Campaign will have its own set of rules of who can campaign for it and its stated commission).
6. You have completed to fill up all your correct information requested and uploaded all the requirements set forth depending on what kind of entity you are (individual, partnership, corporate or organization), which are as follows:
I. Individual (unregistered business):
➢ Government-issued ID (one (1) primary ID or three (3) secondary IDs)
II. Sole Proprietor:
➢ DTI Registration
➢ Government-issued ID of the person registered with the DTI (one (1) primary ID or three (3) secondary IDs)
III. Partnership:
➢ SEC Certificate of Registration
➢ Articles of Partnership
➢ Partner’s Resolution to designate the authorized person to transact with DMD cEnter and the bank account where your payouts will be deposited
➢ Government-issued ID of any of the partners (one (1) primary ID or three (3) secondary IDs)
IV. Corporation Or Organization:
➢ SEC Certificate of Incorporation
➢ Articles of Incorporation and By-Laws (all pages)
➢ Latest General Information Sheet (GIS) submitted to and received by the SEC (all pages)
➢ Government-issued ID of any of the incorporators (one (1) primary ID or three (3) secondary IDs)
➢ Government issued-ID of person authorized to transact with DMD cEnter (one (1) primary ID or three (3) secondary IDs
➢ Duly notarized Secretary’s Certificate - The duly notarized Secretary’s Certificate should contain the board resolution confirming the name of the person authorized to transact with DMD cEnter as well as the corporate bank account of the corporation. NOTE: The duly notarized Secretary’s Certificate will not be required for corporations established under the One Person Corporation.

For Reference, the following is a list of valid primary IDs:
➢ Driver’s license
➢ SSS ID/UMID ID
➢ Professional Regulation Commission (PRC) ID
➢ Firearm license
➢ Philippine Passport

The following is a list of valid secondary IDs:
➢ NBI clearance
➢ Police clearance
➢ PhilHealth ID
➢ TIN ID
➢ Pag-ibig ID (Digitized)
➢ Postal ID (Digitized)
➢ Barangay clearance
➢ Voter’s ID

For Foreign Nationals: Passport and Alien Certificate of Registration (ACR)
The following is a list of valid secondary IDs:
➢ NBI clearance
➢ Police clearance
➢ PhilHealth ID
➢ TIN ID
➢ Pag-ibig ID (Digitized)
➢ Postal ID (Digitized)
➢ Barangay clearance
➢ Voter’s ID

All documents will be submitted online in the your DMD cEnter Profile Account Dashboard under Affiliate Menu. After you have successfully submitted your request for account activation, it typically takes 7 business days for our compliance team to review your application. We will send you an email once your account has been approved or if they have any follow-up questions, such as missing documents or clarifications about your business.

Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program. We reserve the right to approve or reject ANY Affiliate Program Registration in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Registration.

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.

Affiliate Links

Link means a hyperlink to the DMD cEnter's website that is copied and pasted from your individual password-protected your account profile area under affiliate's tab on our site. If the HTML code is altered in any way after copying from that web page, we take no responsibility for you not receiving credit for any sale. Any change you make may cause the tracking to no longer function correctly.

In using the links, you agree that you will take full responsibility in maintaining all such links. All Affiliate Sites shall display such graphic images prominently throughout your site as you see fit and with our consent. You shall not alter, modify, or expand the links in any way without our written consent or as allowed by our own system to personalized or edit. Each link connecting users of your website to our website will in no way alter the look, feel, or functionality of our website.

Affiliate Links have a specific expiration and assigned to specific campaign of a DMD cEnter Product. NOT ALL DMD cEnter Products are part of the “DMD cEnter Marketing Affiliate Program”. Those that are part of the “DMD cEnter Marketing Affiliate Program” will be on the list found on the Campaign under Affiliate Tab in your account profile page found at DMD cEnter. As an Affiliate, you may use the Affiliate Links to advertise DMD cEnter's website and its DMD cEnter Product/s and/or Services on your online channels such as Facebook, Instagram, YouTube, etc., on your and other website or offline classified channel ads, magazines, and newspapers.

We have the right in our sole discretion to monitor your website at any time and from time to time to determine if you are in compliance with the terms of this Agreement. Affiliate should place the appropriate copyright and trademark notices. You are allowed to use the prices of the DMD cEnter's products and/services on your website but you are responsible for keeping your information on pricing up-to-date as CDMD cEnter from time to time will post specials, discounts or change product pricing under our sole discretion.

Commissions and Payment

Commission may either be in cash, point credit or benefit depending on what's stated on the Campaign set forth by DMD cEnter Marketing Affiliate Program.

If the Commission is in cash, the Commissions (Commission Rate) on trackable online sales are paid on net sales (i.e., the net is the remaining amount after any of these deductions: VAT, sales tax, duty, shipping, handling, credit card fees, bank charges and similar charges), and not including any portion of payment made through the redemption of gift certificates, coupons, or credits. The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission Rate. Commissions will also be reduced for amounts due to credit card fraud, bad debts, cancellations, charge backs and credits for returned goods.

If the Commission is in credit or benefit, it will be stated on the Campaign and will only be available for DMD cEnter registered members who happens to be a dental professional either dentist or dental hygienist. This credit or benefit can ONLY be used for "DMD cEnter or GSC Online Shop Goods" or "GSC Indirect Goods or DMD cEnter Indirect Goods" as stated on the definition on the GSC Terms and Conditions (https://dmd.center/terms-and-conditions-of-gsc-online-transactions/) as a discount on any of the participating "DMD cEnter or GSC Online Shop Goods" or "GSC Indirect Goods or DMD cEnter Indirect Goods" for DMD cEnter Affiliate Program available at DMD cEnter online shop. This is non-convertible to cash.

A commission will be paid only if the visitor to our website is tracked by the system from the time of the link to the time of the sale. No commission will be paid if the visitor to our website cannot be tracked by our system.

I. Affiliate and Net Sales Percentage

For a sale to generate a commission, the customer must follow the link from your website or any of your social media accounts to our website, purchase the DMD cEnter Products in question using DMD cEnter's online ordering system, accept delivery of the item at the shipping destination, and remit full payment to us.

The validity of your affiliate link is because of the cookies that tracks the record of its activity for you, so, repeat visitors that do not come directly from your website or any of your social media accounts will still count toward your commissions if the cookie is not otherwise removed by the user. Thus, the cookies do expire in accordance to time and number of days this is set to work which at DMD cEnter Marketing Affiliate Program is set for 14 days.

1st Commission Policy or Structure:

If you are DMD cEnter Online Affiliate and a customer clicks but didn't immediately purchase, and, purchased within 2 weeks from a DMD cEnter Offsite Affiliate from the time your Affiliate Link was clicked by the customer, the commission goes to the DMD cEnter Offsite Affiliate. The DMD cEnter Offsite Affiliate trumps any of the latest click within 2 weeks from any DMD cEnter Online Affiliate when actual purchase is done by the customer.

2nd Commission Policy or Structure:

If you are DMD cEnter Online Affiliate and a customer clicks but didn't immediately purchase, and, purchased within 2 weeks from the time your Affiliate Link was clicked by the customer, the commission goes to you.

3rd Commission Policy or Structure:

The cookies for the Affiliate Links works most of the time the same with all websites that offers Affiliate Program. As per mentioned above, the Affiliate Links provide records to DMD cEnter via cookies, thus, if you are DMD cEnter Online Affiliate and a customer clicks your link, yet didn't immediately purchase, but, purchased within 2 weeks from that time using a different Affiliate Link from another DMD cEnter Online Affiliate, the commission goes always to the latest Affiliate Link used on that purchase.

II. Commission Payment

Commissions on sales are paid on net sales actually collected from customers. Orders are not eligible for a commission due to credit card fraud, bad debts, cancellations, charge backs and credits for returned DMD cEnter Products. If a commission has been paid, the commission will be deducted from future commissions.

Commissions will be paid 30 days after the order is fulfilled. All commissions are paid at the end of any given month. The Commission base is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Commission base.

All commissions payments are made either through PayPal.com or bank deposits as per agreed between the DMD cEnter Online or Offsite Affiliate and DMD cEnter. You agree that you are solely responsible for all tax obligations due to all taxing authorities arising from or in connection with your participation in our Affiliate Program. Company shall not withhold any taxes of any kind from your commission checks.

If the commission is paid by PayPal, the service fee of PayPal will be deducted from your commission. 

If the commission is paid by GCash, the service fee of GCash will be deducted from your commission. 

If the commission is paid via bank deposit, a service fee of 1% will be deducted from your commission for the processing work done by the 3rd party.

If you will see tentative records or drafts of possible commission on your affiliate reports, this is NOT yet considered final as per proper evaluation needs to be done as stated under the conditions of Affiliate and Net Sales Percentage under 1st Commission Policy or Structure. 

Company is not responsible for resending lost or missing payments past 90 days from payment date.

The above fee schedule is subject to change without notice.

Use of the Affiliate Program is subject to a fair use policy which gives merchant the right to review each and every referral order.

PAYMENT STATUS (Affiliate Dashboard)

Black Circle Color - It means that the order is not yet paid and DMD cEnter is waiting for the payment.

Orange Circle Color - It means that your payment/commission is unpaid. (Note: Even on this stage, still this is not guaranteed that the commission will be paid to you, unless there is no offsite affiliate that will override your referral.)

Green Circle Color - It means that the commission is already paid by the DMD cEnter.

Customer Transactions

I. Affiliate Program Limits

Each accepted Affiliate Lead will expire 2 weeks from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay your Commission for each new Customer who completes a Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.  The start of the Customer’s DMD cEnter Sales Transaction is determined by the date of purchase of the sales transaction by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Sales Transaction.

For example, if the initial Customer Transaction purchased a product or service, and there is a subsequent transaction by that same customer for an additional product or service of DMD cEnter for the same product or service or multiple purchases of other product or service in one Sales Transaction, Affiliate will receive Commission for the initial product or service purchased only on that transaction. The Affiliate will not be entitled to receive Commission on any additional purchases of DMD cEnter Products by that same Customer on a one Sales Transaction .

II. Eligibility

To be eligible for Commission:

A. Must be an Affiliate of DMD cEnter being a registered member of DMD cEnter Membership Program or has been accepted as an Affiliate of Grand Switch Corp. as a member of its Affiliate Program.

B. An Affiliate Lead must be accepted and valid in accordance with the ‘Affiliate Acceptance’ and 'Acceptance and Validity' section.
➢ a Customer Transaction must have occurred
➢ a Customer must remain a registered DMD cEnter member for thirty (30) days plus the number of days until the end of that calendar month in order to be eligible for a Commission.
➢ The Sales Transaction done by the Customer did not cancelled, refund and/or return what was purchased.
For EXAMPLE: A Customer who makes a purchase on the 15th of March must remain a registered DMD cEnter member until the 31st of May in order to be eligible for a Commission. All transactions must occur on Grand Switch and its brand domain specifically pertaining to what was purchased. Any transactions occurring on international domains (.fr, .jp, .de, etc.) will not be eligible for Commission.

C. You are not eligible to receive Commission or any other compensation from us based on transactions for "DMD cEnter or GSC Online Shop Goods" or "GSC Indirect Goods or DMD cEnter Indirect Goods" or if:

➢ Such compensation is disallowed or limited by local law or regulation in the Philippines or the laws or regulations of your jurisdiction;
the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Grand Switch Affiliates;
➢ The Customer has paid or will pay such commissions, referral fees, or other compensation directly to you;
➢ The Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Marketing Affiliate Program, or
➢ the Customer participates in any of our partner or collaborative programs, and other Grand Switch brand programs that is also eligible to receive commission or payment in relation to the Customer Transaction under any of these programs. If at any point you are eligible to receive a revenue share payment under Grand Switch brand or collaborative programs that payment amount will not change based on your participation in the Affiliate Program.
For EXAMPLE: You will not be able to receive the Commission set out in this Agreement on any Partner or Collaborative Transaction that was completed whilst participating as a partner of other Grand Switch Programs that will have similar scheme for commission. In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

D. Commission is only given to qualified DMD cEnter Online or Offsite Affiliate who has the right to promote and earn commission from a specific campaign. 

➢ A dentist or dental hygienist who is a DMD cEnter Online Affiliate will not earn commission from a Campaign that only allows a certain type of membership from DMD cEnter as specified in the said campaign.
Example: Dentist A is under Insider Membership (Free Membership) but the Campaign is ONLY for Advanced and Accelerated Membership (Paid Membership), then, Dentist A will not receive commission or benefit or credit from that specific campaign.

➢ A Collaborative Partner of DMD cEnter such as distributor, manufacturer, service provider, etc. will not earn a commission or credit or benefit from their own GSC Indirect Goods or DMD cEnter Indirect Goods that are being offered at DMD cEnter Online Shop.
Example: Distributor A is selling its products or services at DMD cEnter Online Shop called Product B. Distributor A used his/her DMD cEnter Affiliate Link to promote his Product B on his/her website and/or social network and a user purchased Product B from DMD cEnter Online Shop, Distributor A will not get a commission from that DMD cEnter Affiliate Link.

D. DMD cEnter Online Affiliate will be eligible for commission within 2 weeks your Affiliate Link is clicked by the Customer IF the Customer DID NOT purchase the DMD cEnter Product directly to a DMD cEnter Offsite Affiliate engaged by DMD cEnte.

III. Acceptance and Validity

A. In order to receive payment under this Agreement, you must have:

➢ Agreed to the terms of this Agreement (generally completed through the Affiliate Tool);
➢ Completed all steps necessary to create your account in the Affiliate Application in accordance with our directions,
➢ Have a valid and up-to-date PayPal account or Bank Account and updated the Affiliate Application with such account (completed any and all required tax documentation in order for Grand Switch to process any payments that may be owed to you.

B. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Grand Switch or DMD cEnter.  An Affiliate Lead will not be considered valid and accepted if, in our reasonable determination:

➢ it is a new potential customer of ours, and
➢ is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process.
➢ Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period of 2 weeks of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired.  An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.

C. If the Affiliate is a Distributor or Collaborative Partner of the DMD cEnter is part of DMD cEnter Drop Shipping Program for DMD cEnter's online shop and the customer purchased the Distributor's or Collaborative Partner's own products available and being sold at DMD cEnter online shop, the Affiliate will not be eligible to receive a commission on the Affiliate Link provided by DMD cEnter for the products the Distributor or Collaborative Partner actually owns the rights to sell and distribute these products that are available at DMD cEnter online shop.

IV. Engagement with Prospects

Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Grand Switch or DMD cEnter and an Affiliate Lead will be at Grand Switch’s discretion.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the events, sale, products, membership, implementation and use of similar services and products of third parties.

Non-Exclusive Limited License and Use of Company Logos and Trademarks

We grant you a non-exclusive, non-transferable, revocable right to:

(i) access our website through links solely in accordance with the terms of this Agreement, and

(ii) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively " Marks"), solely for the purpose of selling Product on your website or social media network for DMD cEnter. You may not alter, modify, or change the DMD cEnter's logos, trademarks or any other text content provided to you through the DMD cEnter's Affiliate section. The use of any of the logos, trademarks or text content are only extended to members in good standing in the DMD cEnter Marketing Affiliate Program.

If you see logos, trademarked items or text content that is not in the materials available to affiliates in the marketing section and you wish to use on your website or social network sites, you may not use them without prior written permission. Permission is not to be construed as DMD cEnter giving you any legal ownership or rights to these logos, trademarks, or text content. DMD cEnter's own use of any logos, trademarks, or text content in the display or marketing of Company products does not automatically make it acceptable for affiliates to assume usage of same materials is considered acceptable use of such materials for promotion of DMD cEnter's Products. Affiliates should assume that ONLY materials directly made available from DMD cEnter to Affiliate for the purpose of selling product for DMD cEnter shall be acceptable to use.

The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement. Additionally, we reserve the right to secure the highest position in pay-per-click and pay-per-position search engines and advertising sites by submitting a bid for URLs or other search terms considered as trademarks, sales marks, service marks, registered trademarks, or registered URLs (or any variations or abbreviations of same) of Company. At no time shall you submit bids or use other methods that would cause listings for your site to rank higher than DMD cEnter's rankings for trademarks, sales marks, service marks, registered trademarks, or registered URLs (or any variations or abbreviations of same) of DMD cEnter.

Reports of Sales

You will be given a password and have the ability to enter a password-protected at DMD cEnter website at your DMD cEnter Account Profile Dashboard to receive your sales statistics.

Policies and Pricing

Customers who buy DMD cEnter's Product through the Affiliate Program will be deemed to be customers of DMD cEnter. Accordingly, all DMD cEnter's rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time.
For EXAMPLE: We will determine the prices to be charged for DMD cEnter Product/Service sold under the Affiliate Program in accordance with our own pricing policies.

DMD cEnter Product's prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your website or social media network, you will be responsible for maintaining the correct current prices on your website or social media postings at all times. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.

Publicity, Email, and Spam Policies

You shall not create, publish, distribute or permit any written material that makes reference to DMD cEnter, without first submitting such material to us and receiving our written consent. Be careful about your advertising methods using email. DMD cEnter will not tolerate any forms of Spam. We will hear both sides of a Spam complaint but we will remove one affiliate before we risk all affiliates losing email privileges.

In the event an affiliate is charged with spamming practices, DMD cEnter shall not be held liable for any legal action taken against said affiliate nor be financially responsible for fines owed by said affiliate.

Responsibility for Your Site & Social Media Network

You will be solely responsible for the development, operation, and maintenance of your website, your social media network and for all materials that appear on your website and your social media network. We shall have no responsibility for the development, operation, and maintenance of your website, your social media network and for all materials that appear on your website and your social media network. You hereby represent and warrant to us that materials posted on your website and your social media network do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that materials posted on your website and your social media network are not libelous or otherwise illegal. You must have express permission to use copyrighted material owned by another party or other proprietary material.

We will not be responsible if you use copyrighted material from another party or other proprietary material in violation of the law.

Term of the Agreement

The term of this Agreement will begin when your affiliate application has been received by DMD cEnter or Grand Switch Corp. through the DMD cEnter's website and you have accepted the Terms and Conditions in this Agreement. This Agreement will end when terminated by either party. The Agreement may be terminated by DMD cEnter or the affiliate for any reason upon thirty (30) days prior email or written notice, or immediately upon notice of any breach of the provisions of this Agreement. Upon termination you may no longer use DMD cEnter's banners, images, content, trademarks, etc., on your website, or provide hyperlinks to the DMD cEnter's website.

If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because your website becomes subject to the Content Restrictions set forth, you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are eligible to earn a commission only on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by email to your address on our records, or the posting on our website of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and DMD cEnter Marketing Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise.

If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the DMD cEnter Marketing Affiliate Program, following our posting of a change notice or new agreement on our website, will constitute binding acceptance of the change.

Relationship of Parties

You and DMD cEnter 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.

Limitation of Liability

We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data arising in connection with this Agreement, the Affiliate Program, or Company performance of services or of any other obligations relating to the Agreement, 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. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.

Disclaimers

We make no express or implied warranties or representations with respect to the DMD cEnter Marketing Affiliate Program or any DMD cEnter Product or other items sold through the DMD cEnter Marketing Affiliate Program (including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, 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 website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Representations and Warranties

You hereby represent and warrant to us that 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; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment, or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document, or instrument applicable to you or binding upon you.

Confidentiality

We may disclose to you certain information as a result of your participation as part of the DMD cEnter Marketing Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this DMD cEnter Marketing Affiliate Program Agreement made specifically for your site and not generally available to other members of the DMD cEnter Marketing Affiliate Program, website, business and financial information relating to Company, customer and vendor lists relating to Company, and pricing and sales information for Company and any members of the DMD cEnter Marketing Affiliate Program other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.

We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or third-party use of the information.

Indemnification

You hereby agree to indemnify, defend, and hold harmless Company, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorney fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your website.

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 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.

Severance

If any provisions of this Agreement are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected thereby.

No Right For Third Party

A person who is not a party to this Agreement shall have no right under this Agreement or other Contracts.

Dispute Resolution

➢ If any dispute, controversy, or claim between the parties arises out of or in connection with this Agreement, they shall use all reasonable endeavors to resolve the matter amicably. If one party gives the other notice that a material dispute has arisen and the parties are unable to resolve the dispute within a period of thirty (30) days of service of the notice, then, the dispute shall be referred to parties’ respective Chairman or Chief Executives. Neither party shall resort to dispute resolution below against the other under this Agreement until thirty (30) days after referral. This shall not affect a party’s right, where appropriate, to seek an immediate remedy for an injunction, specific performance or similar court order to enforce the obligations of the other party.

➢ This Agreement is governed by and are to be construed in accordance with Philippine Law.

➢ All disputes controversy, difference or claim arising out of or in connection with this document, including any question regarding its existence, validity or termination or any dispute regarding non-contractual obligations shall be finally settled under the arbitration rules of the Philippine Court  represented by one or more arbitrators appointed in accordance with the said rules. The seat of arbitration or court shall be at the location of the aggrieved party’s choice and must be within the Philippines. Moreover, as per stated the proceedings shall be conducted in English.

Counterparts

This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

Miscellaneous

This Agreement will be governed by the laws of Republic of the Philippines, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the local courts located in Makati, Metro Manila 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. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GRAND SWITCH CORPORATION OR ITS BRAND STATED HERE, DMD CENTER. BY CLICKING THE "I ACCEPT" BUTTON IN THE DMD CENTER MARKETING AFFILIATE APPLICATION YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE NETWORK AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.