This Affiliate Referral Agreement (“Agreement”) is made between Praeconium Holdings Intl, LLC d/b/a Guyvorce.com, a Nevada limited liability company, with an address at 3085 Casey Drive, Las Vegas, NV 89120 (“Company”), and the Affiliate (defined below) indicated in the application form submitted in connection herewith (“Affiliate Program Application”), which is incorporated herein by reference. Company has developed a content, information and social site and platform for individuals, primarily, but not exclusively, men, who have been divorced, who are concerned about becoming divorced, who are going through a divorce, and/or who are dealing with other divorce- or relationship-related concerns via https://www.guyvorce.com (the “Company Site”). This Agreement specifies the terms and conditions by which Affiliate may participate in Company’s affiliate referral programs (the “Program”). “Affiliate” means any individual or legal entity, its parent organizations, subsidiaries, directors, officers, affiliates, agents, and employees identified in the Affiliate Program Application submitted to Company via the Company Site. Affiliate must be at least eighteen (18) years of age to enter into this Agreement and Affiliate hereby represents and warrants that he/she/it is at least eighteen (18) years of age.
BY CLICKING THE “I ACCEPT” BUTTON, YOU EXPRESSLY AGREE AND CONSENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS MODIFIED FROM TIME TO TIME BY COMPANY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS GOVERNING PARTICIPATION IN THE PROGRAM.
Participation in the Program
To participate in the Program, Affiliate must submit a completed Affiliate Program Application and agree to the terms and conditions of this Agreement. Company will evaluate the Affiliate Program Application and notify Affiliate of its acceptance or rejection. Company has sole discretion over Program participation, and may, for any reason, reject any Affiliate Program Application and/or terminate participation of an Affiliate that Company determines is unsuitable for the Program. Reasons for rejection or termination may include, but are not limited to, any one or more of the following:
The Affiliate website identified in the Affiliate Program Application (“Affiliate Website”) is not fully functional at all levels (i.e., it is an “under construction” site);
The Affiliate or Affiliate Website promotes sexually explicit or “adult” materials;
The Affiliate or Affiliate Website promotes violence;
The Affiliate or Affiliate Website promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
The Affiliate or Affiliate Website promotes or contains materials or services which are illegal or otherwise objectionable to Company;
The Affiliate or Affiliate Website violates intellectual property rights;
The Affiliate or Affiliate Website is otherwise deemed inconsistent with the best interests of the Company or poses a conflict of interest with other Company activities.
Affiliate membership is open for any person 18 years of age or older. Company makes no representation or warranty that the Program is appropriate or legally available for participation in locations outside the United States, and participating in the Program from or in jurisdictions where such participation is illegal is prohibited.
Linking and Obligations of Affiliate
Creation of Code
Upon submission and approval of a completed Affiliate Program Application, Company will provide Affiliate with a Uniform Resource Locator (“URL”), a unique tracking Affiliate code (the “Code”), and a graphical image file containing the Guyvorce® and Guyvorce Ultimate Resource Directory® service marks (“Marks”) for incorporation into any Affiliate marketing materials or on the Affiliate Website. Subject to the terms and conditions of this Agreement, Affiliate, at its sole cost and expense, shall use commercially reasonable efforts to actively and effectively promote the Code to potential customers of the Company Site. Affiliate shall include the Code in a prominent and readily visible and accessible location of the Affiliate Website and/or in marketing materials. Affiliate shall not: (i) incorporate the Company Site content into a third-party website; (ii) display or use an inline link to any information file contained in the Company Site; (iii) alter, block, or otherwise prevent display of any content of the Company Site; (iv) link to the Company Site through any other URL or mirrored site; and/or (v) link to the Company Site if, to a reasonable person, the Affiliate Website or marketing materials may be, or become, obscene, defamatory, harassing, grossly offensive, or malicious.
Subject to the terms and conditions of this Agreement, Company grants to Affiliate a non-exclusive, limited, non-transferable, non-sub-licensable, and revocable license for the term of this Agreement to use and publicly display the Marks on the Affiliate Website or in marketing materials only in connection with Affiliate’s performance of this Agreement and to link the Company Site for promotional purposes; provided, however, that Affiliate shall promptly cease any use of the Marks upon: (i) termination of this Agreement for any reason; or (ii) receipt of notice from Company of abandonment of or dispute relating to the Marks. If Affiliate makes references to the Marks that are inaccurate or otherwise incorrect, then Company may notify Affiliate of the necessary correction(s), and Affiliate shall implement such corrections as soon as reasonably practicable. Failure of Affiliate to do so will result in termination of this Agreement. Affiliate shall make no use of the Marks in any manner suggesting that Company warrants, endorses, guarantees, or in any other way is affiliated with Affiliate. Affiliate shall not represent itself as exclusive, approved, franchised, or chosen by Company. Except upon Company’s prior written consent, Affiliate shall not register or use any domain names or sub domains that include the Marks or any similar or related character string, whether for use as a website address, for email purposes, metatags, watermarks, search engine seeding, hyperlinks, or other uses upon, related to or in connection with the Internet or the World Wide Web. Affiliate shall not modify the Marks in any way, including color or proportions, and the Marks shall not be animated, morphed, or combined with another graphic without the prior written approval of Company. Affiliate shall always use the “SM” superscript notice in close proximity with its use of the Marks, and this notice of service mark or trademark status, or registration status may not be removed from the
The Marks must appear by itself with enough space between it and other brand logos, text or graphics, to be perceived as a separate company brand and to be clearly visible in the media in which it is used. All use of the Marks by Affiliate must include the licensing statement: “The Guyvorce® and Guyvorce Ultimate Resource Directory® marks are used under license from Praeconium Holdings Intl, LLC d/b/a Guyvorce.com. All Rights Reserved.” Affiliate agrees that (i) its use of the Marks shall be commensurate with the high quality of goods and services currently offered by Guyvorce, and (ii) upon Guyvorce’s request, Affiliate shall supply samples of its usage of the Marks to Guyvorce. Failure of Affiliate to comply with the provisions of this Agreement with regard to the Marks will result in termination of this Agreement.
Ownership of Marks
Affiliate acknowledges Company’s sole and exclusive rights in the Marks and further acknowledges that the Marks are unique and original to Company and that Company is the sole and exclusive owner thereof. Any use of the Marks by Affiliate, and the goodwill generated thereby, shall inure to the sole and exclusive benefit of Company. Affiliate shall at no time adopt, use, or register any corporate name, trade name, trademark, service mark, or other designation which is confusingly similar to the Marks, in whole or in part, anywhere in the world. Moreover, Affiliate shall not, at any time, dispute or contest, directly or indirectly, Company’s exclusive right, title, and interest to the Marks or the validity thereof and shall not otherwise harm, misuse, or bring into disrepute the Marks. If Affiliate is deemed to be the owner of all or any portion of the Marks, Affiliate hereby assigns such ownership rights to Company exclusively and irrevocably.
Additional Promotion Obligations
Affiliate shall undertake good faith, commercially reasonable efforts to develop and implement such further promotional and marketing activities to support and stimulate the business conducted by Company using the Code as Company and Affiliate may agree to from time to time.
Affiliate Referral Fees and Payment
Types of Affiliate Programs
Company shall pay Affiliate a referral fee based on one of the two Programs set forth herein and further described below: (A) the Professional Organization Affiliate Program; and (B) the High 5ive Affiliate Program. For each approved Affiliate Program Application, Company, in its sole discretion, shall determine and notify Affiliate of which Program it has been accepted to under this Agreement. The referral fees set forth herein may be amended from time to time by Company in accordance with this Agreement.
Professional Organization Affiliate Program
If Company determines that Affiliate shall participate in the Professional Organization Affiliate Program, during the term of this Agreement, Company shall pay to Affiliate, and Affiliate’s sole compensation under this Agreement shall be a referral fee of fifty dollars ($50.00) of the net revenue actually collected by Company from each customer who subscribes to Company’s Ultimate Resource Directory with whom Company had no prior relationship and who were properly referred to Company by Affiliate using the Code, less all applicable taxes, duties, levies, shipping expenses, insurance, credits, discounts, refunds, allowances, or discounts granted to customers (the “Professional Organization Referral Fee”).
High 5ive Affiliate Program
If Company determines that Affiliate shall participate in the High 5ive Affiliate Program, during the term of this Agreement, Company shall pay to Affiliate, and Affiliate’s sole compensation under this Agreement shall be a referral fee of five hundred dollars ($500.00) after five (5) customers subscribe to the Company Ultimate Resource Directory; provided that Company had no prior relationship with the customers and the customers were properly referred to Company by Affiliate using the Code, less all applicable taxes, duties, levies, shipping expenses, insurance, credits, discounts, refunds, allowances, or discounts granted to customers (the “High 5ive Referral Fee”). Company shall have no obligation to pay the High 5ive Referral Fee until five (5) customers have subscribed to the Ultimate Resource Directory in accordance with this section. Any additional referrals beyond the mandatory 5 referrals shall be compensated at $100.00 for each additional referral beyond the first five.
To permit accurate tracking of customer referrals, Company will provide Affiliate with a Code, managed by Guyvorce. Affiliate is solely responsible for ensuring that the Code is used in all Marketing Materials in order to receive the Five for Five Referral Fee or Professional Organization Referral Fee (collectively the “Referral Fees”). Affiliate shall be entitled to Referral Fees only for sales that use the Code provided by Company. Company shall not be liable with respect to Affiliate’s failure to properly use the provided Code, any failure resulting from or in connection with issues of internet connectivity, end user behavior, web site or application failure on Affiliate’s server or Company’s server or any other such action which may result in the Affiliate not being credited for a qualifying customer purchase (including to the extent that such failure may result in any reduction of Referral Fees which would otherwise be paid to Affiliate pursuant to this Agreement).
Company uses Stripe to handle all of the tracking of the Referral Fees. Guyvorce will remit the total Referral Fees due to Affiliate within thirty (30) days of the end of the month in which the fees were collected. Payment shall be made in U.S. Dollars via money transfer to Affiliate’s PayPal account . All payments will be tracked by Code provided to Affiliate by Guyvorce. Company shall not incur any liability whatsoever for any damages, losses or expenses of any kind suffered or incurred by affiliate arising from Stripe’s failure to pay any Referral Fees within thirty (30) days of the end of the month in which the fees were collected. Affiliate shall pay when due, and indemnify, defend, and hold Company harmless from any and all taxes, value added taxes, duties, assessments, and other fees associated with the Referral Fees and/or licenses granted pursuant to this Agreement (“Assessments”). If Affiliate fails to pay any Assessments when due, and Company receives any Assessment from any taxing authority or other governmental body, then Company shall give written notice of the Assessment to Affiliate and Affiliate shall immediately pay such Assessment. Failure by Affiliate immediately to pay such Assessment may, in Company’s sole discretion (and without limiting any other rights or remedies available at law or in equity), result in the immediate termination of this Agreement.
AFFILIATE ACKNOWLEDGES THAT IT HAS RECEIVED NO ASSURANCES FROM COMPANY THAT AFFILIATE WILL OBTAIN ANY ANTICIPATED AMOUNTS OF PROFITS IN CONNECTION WITH THIS AGREEMENT OR THAT IT WILL RECOUP ANY EXPENDITURES MADE IN FULFILLMENT OF ITS OBLIGATIONS UNDER THIS AGREEMENT. COMPANY SHALL INCUR NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES, OR EXPENSES OF ANY KIND SUFFERED OR INCURRED BY AFFILIATE ARISING FROM OR INCIDENT TO ANY TERMINATION OF THIS AGREEMENT BY COMPANY WHETHER OR NOT COMPANY IS AWARE OF SUCH DAMAGES, LOSSES, OR EXPENSES.
Policies and Pricing
Order Processing; Fulfillment
Company will process all qualified orders placed by customers using the Code in Company’s sole discretion. Company reserves the right to reject orders that do not comply with any Company rules, operating procedures, policies, or other requirements that Company may, from time to time, establish. Company shall manage order processing and fulfillment and prepare and maintain all order forms, process payments, cancellations, and handle customer service in its sole discretion.
Customers who buy products or services through this Program will be deemed to be customers of Company. Accordingly, all Company rules, policies, and operating procedures concerning customer orders, customer service, and product and service sales will apply to those customers. Company may change its policies and operating procedures at any time. Without limiting the generality of the foregoing, Company will determine the prices to be charged for products and services sold under the Program in accordance with Company’s own pricing policies. Product and service prices and availability may vary from time to time.
Ownership Rights. Company shall retain exclusive ownership of all right, title, and interest in and to the Program, Company Site, and the Guyvorce Ultimate Resource Directory (“Directory”) (including, without limitation, any patents, copyrights, trademarks, service marks, trade dress, logos, technical information, know-how, trade secrets, or confidential or proprietary information, or other intellectual property rights, whether currently existing or hereafter developed or acquired, and all applications, disclosures, and registrations with respect thereto) and all legally protectable elements, derivative works, modifications, and enhancements thereto, whether or not developed in conjunction with Affiliate. To the extent that such ownership does not automatically vest in Company by virtue of this Agreement or if Affiliate or any third party engaged by Affiliate is deemed to have any ownership interest or rights therein, then Affiliate shall assign and/or cause such third party to assign, and Affiliate does hereby irrevocably and royalty-free assign, all right, title, and interest and rights to Company. Affiliate reasonably shall cooperate with Company and shall cause to be executed all such instruments and documents as Company reasonably may request in connection with such assignments.
Affiliate will take all reasonable steps to protect the Program, Company Site, and Directory from any use, reproduction, publication, disclosure or distribution that is not specifically authorized by this Agreement. Affiliate shall comply with all reasonable directions that are submitted by Company from time to time regarding the form and placement of intellectual property rights notices (such as trademark and copyright information) with respect to the Marks, Directory, and/or Company Site and shall not remove, alter, cover, or distort any intellectual property rights notice placed by Company.
Affiliate Responsibility; Representation and Warranties
Affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate Website, all materials that appear on such site, and any marketing materials. Affiliate represents and warrants that, in performing its obligations under this Agreement, it is and will be in compliance with any and all applicable Laws (defined below) of any jurisdiction in which it is doing business, that it is and will remain fully registered or licensed to conduct the business contemplated by this Agreement in all jurisdictions governing its activities under this Agreement, and that it is not subject to any agreements, arrangements, Laws, or other restrictions the terms of which would be violated as a result of the execution or performance of this Agreement. “Laws” means all laws (whether statutory or otherwise), orders, decrees, ordinances, rules, and regulations of any governmental, judicial, legislative, executive, administrative, or regulatory authority. Without limiting the generality of the foregoing, Affiliate represents and warrants that, in performing its obligations under this Agreement and/or when accessing or using the Company Site or Program, Affiliate shall not, and shall not allow others to, directly or indirectly:
Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Publish, post, distribute, use, or disseminate any defamatory, infringing, obscene, indecent, or unlawful material or information;
Upload, use, or otherwise make available, files that contain software, images, photographs, or content or material protected by intellectual property laws (or by rights of privacy of publicity) unless Affiliate owns or control the rights thereto or has received all necessary licenses and consents;
Upload, use, or otherwise make available, files or material that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; or interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network, or account for which Affiliate does not have authorization to access or at a level exceeding Affiliate’s authorization;
Delete or modify any author attributions, legal notices, or proprietary designations or labels;
Falsify the origin or source of any information, communication, message, software, or other material that is uploaded, transmitted, or otherwise made available or otherwise attempt to mislead any person as to the identity, source, or origin of any communication or any act in violation of consumer laws, protections, and regulations;
Use any deceptive, unfair, misleading or unethical trade practices or conduct, or forward unauthorized surveys, contests, or chain letters;
Distribute any material that Affiliate knows, or reasonably should know, cannot be legally distributed in such manner; export, re-export or download any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies or authorities, without all required approvals, licenses, and/or exemptions; or
Spawn process pop-ups or exit pop-ups, distribute or permit the distribution of, in any manner, unsolicited electronic mail (i.e., “Spam”), “harvest” or otherwise collect personally identifiable or confidential information about third parties without the express consent of such third parties or otherwise violate any applicable government laws or regulations.
All information obtained by Affiliate in connection with its activities hereunder, including, but not limited to, information relating to each customer and to the Program, this Agreement, Company’s Site, Company’s technology, business, financial, or personnel matters, its present or future products, services, sales, suppliers, prices, costs, customers, employees, or investors, shall be treated as confidential and proprietary information of Company (“Confidential Information”). During the term of this Agreement, and at all times thereafter, Affiliate will (i) hold the Confidential Information in strict confidence; (ii) not use the Confidential Information for any purpose, other than fulfilling its obligations under this Agreement; and (iii) not disclose the Confidential Information to any third party without Company’s prior written consent.
The restrictions on the use and disclosure of Confidential Information will not apply to any Confidential Information, or portion thereof, which Affiliate can demonstrate by written records: (i) is already, or otherwise becomes, publicly known, other than by a wrongful act or omission by Affiliate; (ii) Affiliate rightfully possessed prior to receiving such information hereunder; (iii) Affiliate independently develops without reference to or use of the Confidential Information; or (iv) is lawfully received by Affiliate from a third party having the right to disseminate such information without restriction on disclosure. Furthermore, Affiliate may disclose Confidential Information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, in which case Affiliate will provide Company with prior written notice of such disclosure in order to permit Company to seek confidential treatment of such information.
Affiliate will defend, indemnify and hold Company and its officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or related to any claim or action based on any of the following (or combination thereof): (a) any breach of the representations and warranties of Affiliate set forth herein; (b) any breach by Affiliate of the terms and conditions contained herein; (c) any intentional or negligent act, omission, or misrepresentation by Affiliate; (d) any claim related to the Affiliate Program, or (e) any representation or warranty made by Affiliate on behalf of Company or related to the Company Site or Program not authorized by Company in writing.
Disclaimer and Limitation of Liability
COMPANY MAKES NO REPRESENTATION OR WARRANTY TO AFFILIATE WITH RESPECT TO THE PROGRAM, THE SITE, THE MARK, OR THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PROGRAM, COMPANY SITE, AND MARK ARE PROVIDED ON AN “AS IS” BASIS, AND AFFILIATE’S USE OF THE SAME IS AT AFFILIATE’S OWN RISK. COMPANY DOES NOT WARRANT THAT THE PROGRAM OR SITE WILL MEET THE REQUIREMENTS OF AFFILIATE OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitation of Liability
COMPANY WILL NOT BE LIABLE UNDER ANY SECTION OR SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, COMPANY’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF REFERRAL FEES ACTUALLY PAID BY COMPANY TO AFFILIATE HEREUNDER. AFFILIATE ACKNOWLEDGES AND AGREES THAT THE NEGATION OF DAMAGES AND THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THIS AGREEMENT WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY, EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF COMPANY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
Term and Termination
This Agreement will commence on Company’s acceptance of the Affiliate Program Application and Affiliate’s acceptance of this Agreement (by clicking the “I ACCEPT” button) and will continue until terminated as provided herein. Either party shall have the right to terminate this Agreement with or without cause immediately upon written notice to the other party. Upon the termination of this Agreement for any reason: (a) no residual rights will remain with Affiliate and the license granted pursuant to Section 2 above will terminate; (b) Affiliate shall immediately remove the URL and Code from the Affiliate Website and/or marketing materials and cease using the Marks within twenty four (24) hours; (c) Affiliate shall immediately return to Company all materials provided by or on behalf of Company in connection with the Program; and (d) Affiliate shall immediately destroy all Confidential Information in its possession or return the same to Company and provide a written certification of its compliance with the foregoing. Any Referral Fees due and owing at the time of termination of this Agreement shall be paid as provided hereunder. Company reserves the right to withhold final Referral Fees payment for a reasonable time to ensure that the correct amount is paid. Termination of this Agreement shall be without prejudice to the rights of either party against the other in respect of any antecedent claim or breach of any of the provisions of this Agreement, and shall not affect any rights of Company arising under the Agreement prior to termination. The rights and obligations of the parties in Sections 2(b), 5, 6, 7, 8, 9, 10, 11 and 12 of this Agreement, as well as under any other provisions which, by their nature, are intended to survive any such termination, shall survive the expiration or termination of this Agreement and continue in force.
Communications from Guyvorce to you may be by electronic means. You hereby consent to receiving communications from Guyvorce in electronic form, and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Guyvorce provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing, other than any non-waivable rights.
All notices, requests, approvals, and other communications required or permitted to be given by you hereunder must be in writing addressed to Guyvorce at the address indicated above and will be deemed delivered and effective: (a) when sent by overnight courier, one business day after deposit with a nationally recognized overnight courier; or (b) when sent by registered or certified mail, postage prepaid, five days after deposit with the U.S. Postal Service.
Each party hereto is an independent contractor of the other and neither will be deemed an employee, agent, partner, or joint venturer of the other. This Agreement is personal in nature and Affiliate shall not assign, delegate, or otherwise transfer (in whole or in part, by merger, sale, operation of law, or otherwise) any rights or obligations under this Agreement without Company’s prior written consent; any attempted assignment or transfer in violation of the foregoing will be void and of no effect. This Agreement will inure to the benefit of and be binding upon each party and their respective successors and permitted assigns. Except as expressly stated in this Agreement, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in the form of a written amendment to this Agreement and signed by Company. No delay or omission or failure to exercise any right or remedy provided for herein will be deemed to be a waiver thereof and any single or partial exercise of any such right or remedy, power, or privilege will not preclude any later exercise thereof. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and all other provisions shall remain in full force and effect.
This Agreement will be governed and construed in accordance with the laws of the State of Nevada, without reference to conflict of laws provisions that might require the application of the laws of another jurisdiction. The parties explicitly disclaim the application of the United Nations Convention on the Sale of Goods. Any controversy or claim arising out of or relating to this Agreement shall be brought exclusively in either the federal or state courts located in the City and County of Las Vegas, Nevada, and each party hereby irrevocably submits and waives any objection to the exclusive jurisdiction and forum of such courts.
Company may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Company Site. Company will notify all participating Affiliates of modifications or changes to this Agreement via email. Modifications may include, for example, changes in the Referral Fees, Referral Fee schedules, payment procedures, or Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE’S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING COMPANY’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE COMPANY SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE OR MODIFICATION.
AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT THIS AGREEMENT IS NON-EXCLUSIVE AND THAT COMPANY MAY, AT ANY TIME (DIRECTLY OR INDIRECTLY), SOLICIT CUSTOMER REFERRALS FROM OTHER AFFILIATES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEBSITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.