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This Agreement contains the complete terms and conditions that
apply to your participation in the Agaveblue Affiliate Program
(the "Agreement "). As used in this Agreement, "we" means Agaveblue,
Inc., a Illinois corporation located at 1735 N. Paulina St.
#611, Chicago IL 60622 and "you" means the applicant, which
may be either an individual or an entity. "Site" means Agaveblue's
site located at the URL http://www.agaveblue.net. "Service"
means any personal or commercial service listed on our Site.
If you accept the terms and conditions below, please click on
the "I Accept" button contained at the end of the
registration form. If you do not accept these terms and
conditions please discontinue your registration in Agaveblue's
Affiliate Program (the "Program").
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete
Program application via our 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 (at our sole
discretion) that your site or activities are unsuitable for
the Program. If we reject your application, you are welcome
to reapply to the Program at any time. You should also note
that if we accept your application and your site or activity
is thereafter determined (at our sole discretion) to be unsuitable
for the Program, we may terminate this Agreement.
2. Accessing the Agaveblue Marketplace
Your customers may access the Agaveblue marketplace by clicking
a link from your site to the Agaveblue Site ("Link")
3. Eligible Registrations and Eligible Transactions
When we notify you that you have been accepted into the Program,
we will provide you with a referral identifier ("affID"). You
may then earn the specified referral fee upon the completion
of any "Eligible Registration" or "Eligible Transaction."
"Eligible Registration" means when a Username identified with
your affID successfully completes our user registration process
to be a service provider, including full payment and such registration
is accepted by us (at our sole discretion). Registrations that:
(1) are not in good faith; (2) arise in connection with your
offer of any consideration or incentive (including without limitation,
payment of money or awarding of any benefits) for registering
on our Site; or (3) involve a user who has previously registered
with us at any time, are NOT Eligible Registrations.
"Eligible Transaction" means a genuine, bona fide transaction
where: (1) a buyer who has posted a request for services accepts
a winning bid ("Project"). The following transactions are NOT
Eligible Transactions: (1) any transactions that do not arise
from or are not connected with your affID; (2) any transactions
that involve a buyer who previously who previously purchased
services through Agaveblue; (3) any transactions that arise
in connection with a preexisting relationship between a buyer
and a seller; (4) any transactions that arise in connection
with your purchase of services for your own use, for resale
or commercial use of any kind including but limited to orders
for customers or on behalf of customers or orders for services
to be used by you or your friends, relatives or associates in
any manner; (5) any transactions that arise in connection with
transactions where you directly or indirectly offered any person
or entity any consideration or incentive (including, without
limitation, payment of money or awarding of any benefits) for
using our Site (e.g., by implementing any "rewards" program
for persons or entities who use our site), or (6) any transactions
which are not a bona fide arms length transaction for the purchase
of services.
A customer registering as a user or purchasing services will
be identified by your affID if (1) they have clicked directly
from your site to the Agaveblue Site via a Link tagged with
your affID; or (2) if the customer is registering or transacting
on an Embedded Marketplace tagged with your affID. You are solely
responsible for ensuring that Links and Embedded Marketplaces
are correctly tagged with the affID provided to you by Agaveblue.
4. Referral Fees
We will pay you a "Referral Fee" of $20 for
each user that signs up as a annual Level 2 Member, $50 for
each user that signs up as a monthly Level 1 Member and $25
for a registered user that buys a service through Agaveblue..
(Please note that Referral Fees may be changed pursuant to Section
9.) Agaveblue will track Eligible Registrations and Eligible
Transactions, and will make available to you reports summarizing
such activity. The form, content, and frequency of the reports
may vary from time to time at our discretion.
5. Referral Fee Payment
5.1 Payment
Except as otherwise provided, Agaveblue shall pay you Referral
Fees that are owed, less any taxes or other amounts that Agaveblue
is required by law to withhold, within thirty (30) days after
the end of each calendar month. If the Referral Fees owed for
any calendar month are less than $100, Agaveblue will hold those
Referral Fees until the total amount due is at least $100 or
until this Agreement expires or is terminated, whichever occurs
first. All amounts specified in this Agreement shall be paid
in U.S. dollars. Agaveblue reserves the right to investigate
any suspicious, irrational or inappropriate registration or
transactional activity. Agaveblue also reserves the right to
delay payment of any Referral Fees, at its sole discretion,
while it conducts an investigation of such activity. If Agaveblue,
in its sole discretion, concludes that a particular registration
or transaction was deceptive and/or did not qualify as an Eligible
Registration or Eligible Transaction, respectively, you agree
that Agaveblue will not be obligated to pay any Referral Fees
for such registration or transaction. In addition, you agree
that if you act in derogation of any provision of this Agreement,
Agaveblue will not be obligated to pay any Referral Fees.
5.2 Returns, Chargebacks and Cancellations
If a service or membership registration upon which you have
already been paid a Referral Fee is: (1) later properly returned
under Agaveblue's policies or procedures, (2) rejected by Agaveblue
for failure of such service to comply with Agaveblue's Membership
Agreement (Terms and Conditions of Use), or (3) charged back,
terminated, cancelled within 30 days, breached, repudiated,
refunded, or rejected by a buyer or seller, and Agaveblue has
to remit any transaction or subscription fees, an amount equal
to the Referral Fee for such service shall be deducted from
the next Referral Fee payment due you. If there is no next payment,
you will be billed for an amount equal to the value of the Referral
Fee owed to Agaveblue.
6. Ownership and Compliance with Agaveblue Policies
Agaveblue shall retain all right, title and interest in and
to the Agaveblue Site and the content contained therein. Nothing
in this Agreement will be construed to limit Agaveblue's right
to modify any of the content contained on the Agaveblue Site
or any aspect of the structure of the Agaveblue Site, or to
rename or reposition or change the location of the Agaveblue
Site, in its sole discretion. Agaveblue shall own all right,
title and interest in and to all information collected from
and regarding visitors to the Agaveblue Site and, except as
set forth in Section 5, Agaveblue will have sole and exclusive
rights to any and all revenues arising from transactions for
goods or services with users who buy services through this Program
or become service providers. Such users will be deemed to be
users of Agaveblue. Accordingly, all Agaveblue rules, policies,
and operating procedures concerning customer orders, customer
service, site operation, and sales will apply to those customers.
We may change our policies and operating procedures at any time
without prior notice.
You may not Link to the Agaveblue Site from any pages on your
web site which: (1) advertise or link to Agaveblue competitors,
(2) contain defamatory, obscene, or other material that has
the capacity to adversely effect Agaveblue's goodwill or reputation
or (3) offer services or offerings which compete with Agaveblue
or which mislead or confuse consumers about your relationship
with Agaveblue or the origin of the Agaveblue content.
7. Identifying Yourself as a Participant in the Program
You may not make any press release with respect to this Agreement
or your participation in the Program without our prior written
consent, which may be given or withheld in our sole discretion
8. Customer Support
Agaveblue will provide customer support to buyers involved in
Eligible Transactions through an e-mail address link to be provided
to you by Agaveblue. Agaveblue will be solely responsible for
billing and related transaction support in connection with Eligible
Transactions.
9. Term of the Agreement
The term of this Agreement shall commence upon clicking on the
"I Agree" button and shall continue for a period of one (1)
year, unless this Agreement is terminated sooner according to
this Section. Either Agaveblue or you may choose to cancel or
terminate this Agreement at any time and for any reason upon
48 hours notice to the other Party. The provisions of this Section
9 and 6 (Ownership), 11 (No Warranty), and 15 (General) will
survive any termination or expiration of this Agreement. Upon
the termination of this Agreement for any reason, you will immediately
cease use of your affID and all other materials provided by
or on behalf of us to you pursuant hereto or in connection with
the Program, including use of the any Links. You are only eligible
to earn Referral Fees on registrations and sales occurring during
the term of this Agreement, and Referral Fees earned up to the
date of termination will remain payable only if the related
orders or subscriptions are not canceled within 45 days. We
may withhold your final payment for a reasonable time to ensure
that the correct amount is paid.
10. 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 or by otherwise
providing you with notice of such modification. Modifications
may include, for example, changes in the scope or amount of
available Referral Fees, payment procedures, and Program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE
IS TO TERMINATE THIS AGREEMENT BY PROVIDING NOTICE TO US. 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.
11. NO WARRANTY
EVERYTHING ON THE Agaveblue SITE IS PROVIDED "AS IS" WITHOUT
WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF AVAILABILITY,
ACCURACY, RELIABILITY, TIMELINESS, SECURITY, COMPLETENESS, MERCHANTABILITY,
NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING
FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. IN NO EVENT
WILL Agaveblue BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING
BUT NOT LIMITED TO DIRECT, INDIRECT, STATUTORY, SPECIAL, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES REGARDLESS OF WHETHER Agaveblue HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY REMEDIES
SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.
12. 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 ANY
WEB SITE OPERATED BY YOU. YOU HAVE INDEPENDENTLY DETERMINED
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.
13. Independent Contractors
The parties to this Agreement are independent parties and nothing
herein shall be construed as creating an employment, agency,
joint venture or partnership relationship between the parties.
Neither party shall have any right, power or authority to enter
into any agreement for or on behalf of, or incur any obligation
or liability, or to otherwise bind, the other party.
14. Assignment
You may not assign this Agreement, in whole or in part, without
Agaveblue's prior written consent. Agaveblue may assign this
Agreement, in whole or in part, at Agaveblue's sole discretion.
Any attempt to assign this Agreement other than as permitted
above will be null and void.
15. Miscellaneous
Neither party will be liable to the other party arising out
of delays or failures to perform under this Agreement to the
extent any such delays or failures result from any cause beyond
the reasonable control of the party affected. The Agreement
shall be governed by the laws of California without giving effect
to applicable conflict of laws provisions. Except as specifically
provided in this Agreement, all notices required hereunder shall
be in writing. This Agreement, including any exhibits attached
hereto, constitutes the entire understanding and agreement with
respect to its subject matter, and supersedes any and all prior
or contemporaneous representations, understandings and agreements
whether oral or written between the parties relating to the
subject matter of this Agreement, all of which are merged in
this Agreement. In the event that any provision of this Agreement
is found to be invalid or unenforceable pursuant to judicial
decree or decision, the remainder of this Agreement shall remain
valid and enforceable according to its terms. The section and
paragraph headings used in this Agreement are inserted for convenience
only and shall not affect the meaning or interpretation of this
Agreement. Except as provide in Section 10 all amendments or
modifications of this Agreement shall be binding upon the parties
despite any lack of consideration so long as such amendment
or modifications are in writing and executed by the parties.
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