|
.
Storagelocator.com
Associate Program Agreement
Overview
| Application | Agreement
This agreement
describes the entire terms and conditions for participation in the
Storagelocator.com Associate Program. The Associate Agreement is
entered into as of this date by and between Storagelocator.com, a
subsidiary of a Texas Corporation Center for Business Innovation
("SL") with its principle place of business at 5050 Quorum
Drive, Suite 700 Dallas, Texas 75240 and "you" (as the
applicant and for the purpose of this contract will be also referred
to as "Partner" and/or "Partner.com")
Whereas, YOU provide information and other content in various media to
end users via the World Wide Web (the Web) and other media
environments; and
Whereas, SL supplies related information and other data via the Web;
and
Whereas, SL desires to supply, and YOU desire to license a unique link
to SL information and other data for the purpose of use and display of
SL's advertisement & brand marks and other data on YOUR web site(s).
Now, Therefore, the parties hereby agree as follows:
1. Definitions.
The following terms shall have the following meanings for the
purpose of this Agreement:
A. Partner's Net Revenue Share shall mean the portion of the SL
Internet Revenue distributed to Partner, as calculated on Schedule
B.
B. Site means a World Wide Web site and, depending on the context,
refers either to Storagelocator.com's site or to the site that you
will link to our site.
C. Web Site Content shall mean certain proprietary information of SL
as set forth on Schedule A to this Agreement, for which SL shall
have full editorial rights and control.
D. User means any person who accesses or attempts to access SL Web
Site.
E. Referred Traffic shall mean all users who access SL Web Sites
from Partner's Web Pages.
2. Associate
Program.
Partner agrees to include a link anywhere on its network of sites that
points directly to SL's Web Site. At the end of each month, you will
receive a commission check based upon the productivity of your
referred traffic subject to the descriptions set forth by in Schedule
B of this Agreement. All fees and payments stated herein exclude, and
you shall pay, any sales, use, property, license, value added,
withholding, excise or similar tax, federal, state or local, related
to duties, tariffs, and similar charges.
3. No Implied Rights or Obligations.
Nothing in this Agreement is intended to create any implied right to
require, or
any implied duty to provide, a level of effort or results (in general
or in particular) not expressly stated herein, or to refrain from
engaging in any other activity, including any activity involving the
same or similar products or services with the same or similar
customers or providers.
4. Termination.
The term of this agreement of this Agreement shall commence upon the
Effective Date and terminate one month thereafter ("Initial
Term"). This Agreement shall automatically renew on a
month-to-month basis ("Renewal Terms") at the expiration of
the Initial Term and each Renewal Term. Automatic Agreement renewal
will not occur if either Party gives prior notice to the other in
writing that it no longer wants to renew. Either party may terminate
this Agreement at any time upon a breach of any material provision of
this Agreement by the other party, which breach is not remedied within
thirty (30) days following written notice to the other party of such
breach.
5. Scope of Relationship.
This Agreement is intended solely as an agreement to establish and
maintain the Associate Program and no partnership, joint venture,
employment, agency, franchise or other relationship is created hereby.
6. Limitation of Liability; Disclaimer.
It is mutually acknowledged that data entry, communication and storage
are subject to a possibility of human and machine errors, omissions,
delays, and losses, including inadvertent loss of data or damage to
media, which may give rise to loss or damage. Neither party hereto
undertakes any liability to the other for any such errors, omission,
delays, or losses.
7. Warranties.
SL shall use its best commercially reasonable efforts to provide in
good faith the Web Site Content described in this Agreement and to
work with Partner to establish and maintain links to SL Web Sites. No
other warranties are provided other than as contained in this
Agreement or any schedule hereto.
ALL INFORMATION OR CONTENT TO BE OFFERED OR FURNISHED BY SL, INCLUDING
WITHOUT LIMITATION SL ADVERTISEMENTS AND BRAND MARKS, THE WEB SITE
CONTENT AND THE SL BRAND FEATURES, IS BEING OFFERED OR FURNISHED ON AN
"AS IS" BASIS. SL MAKES NO REPRESENTATIONS OR WARRANTIES OF
ANY KIND REGARDING SUCH INFORMATION. SL SPECIFICALLY DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OR
AGAINST INFRINGEMENT. SL SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES
OR LOSSES, INCLUDING WITHOUR LIMITATION DIRECT, INDIRECT,
CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM
OR CAUSED BY SUCH INFORMATION, INCLUDING WITHOUT LIMITATION FROM ANY
INABILITY TO ACCESS OR USE SUCH INFORMATION, DELAYS IN OPERATION OR
TRANSMISSION, DELAYS IN UPDATING, MODIFYING OR AMENDING SUCH
INFORMATION, COMMUNICATION LINES FAILURE, OR ANY ERRORS OR OMISSIONS
IN THE FORM OR CONTENT OF SUCH INFORMATION.
8. Indemnification.
SL and Partner and/or its associates at its or their own expense,
hereby agrees to jointly and severally indemnify, defend and hold
harmless each other (and their respective officers, directors,
employees, agents, representatives, shareholders, attorneys and
affiliated) against any claim, suit, action or proceeding brought
against such indemnified party that alleges or is based upon or arises
out of (i) any act occurring in connection with or related to any
performance under this Agreement, (ii) any act of negligence, omission
or misconduct on the part of Partner and SL, or (iii) infringement in
any manner of any copyright, patent, trademark, trade secret, service
mark or any other intellectual property right of any third party
related to any material on or taken from SL's Web Site.
9. Confidentiality.
Either Partner or SL may disclose to the other certain written
information that the disclosing Party designates as confidential and
proprietary ("Proprietary Information"), including, without
limitation, technical and other business information of the disclosing
Party that is not generally available to the public. The Party
receiving Proprietary Information solely in conjunction with its
performance in this Agreement and not to disclose or otherwise use
such information in any fashion.
10. Entire Agreement.
This Agreement represents the entire understanding and agreement
between the parties with respect to the subject matter hereof, and
supersedes all other negotiation, understandings and representations
(if any) made by and between such parties.
11. Jurisdiction and Venue
This Agreement and all transactions contemplated by this Agreement
shall be governed by, and construed and enforced in accordance with,
the laws of the State of Texas.
12. Notices.
All notices, requests, consents and other communications required or
permitted under this Agreement shall be in writing (including
electronic transmission) and shall be (as elected by the person giving
such notice) hand delivered by messenger or courier service,
electronically transmitted, or mailed (airmail if international) by
registered or certified mail (postage prepaid), return receipt
requested, addressed to:
Storage Locator
5050 Quorum Drive, Suite 700
Dallas, Texas 75240
SCHEDULE A
SL WEB SITE CONTENT
The Web Site Content shall include, but is not limited to, information
including a database of most of the self-storage facilities in the
U.S. with their mailing addresses. The locator software provides
access to data and retrieves specific information based upon
customers' ZIP code and the city and state.
SCHEDULE B
CALCULATION AND DISTRIBUTION OF Partner Inc. NET REVENUE SHARE
Partner's Net Revenue (PNR) share during a month shall equal the
number of qualified leads multiplied by a commission of $1.00 per
lead. PNR will be paid monthly. PNR must total $50.00 or more before
payment is made. If the PNR for the month is less than $50.00 it will
be rolled forward to the next month until a combined total reaches
$50.00 or more.
All leads will be verified by phone. To qualify for a commission, the
lead must have a legitimate name, phone number and desired storage
area. Email address is optional. For example: No commissions will be
paid for leads such as - Name: John Doe or Phone: 800-555-1212.
Item
Your Commission
Pay per Qualified Lead
$1.00
|
