Redbeacon Affiliate Agreement
IMPORTANT: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. YOUR PARTICIPATION IN OUR AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM") IS CONDITIONED UPON YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY SELECTING THE "I AGREE" BUTTON, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, RED BEACON, INC. ("REDBEACON") IS NOT WILLING TO PERMIT YOUR PARTICIPATION IN THE AFFILIATE PROGRAM, AND YOU SHOULD NOT SELECT THE "I AGREE" BUTTON. IF YOU HAVE QUESTIONS ABOUT THIS AGREEMENT OR THE AFFILIATE PROGRAM, PLEASE CONTACT US AT PARTNERS@REDBEACON.COM.
Thank you for your interest in participating in Redbeacon Affiliate Program. Redbeacon provides consumers an online venue to solicit quotes for trades and services from service providers and professionals in various lines of work and commerce that have registered on the Redbeacon website (collectively hereinafter referred to as "Service Providers"). The Affiliate Program permits our Affiliates to allow visitors to their websites to request local services using Redbeacon through a Redbeacon widget (the "Widget") and to receive an Affiliate Fee (as defined below). You must be 18 years or older to sign up to become an Affiliate.
Wherever this Agreement refers to "you" or "your," it means you, the applicant to participate in this Affiliate Program; "we" or "us" or "our" refers to Redbeacon.
1. Definitions. Capitalized terms used in this Agreement are defined below or elsewhere, as they appear in the Agreement.
1.1 "Affiliate Fee" means the fee paid by Redbeacon to Affiliate pursuant to this Agreement.
1.2 "Net Revenue" means the compensation paid to Redbeacon by Service Providers as a result of Service Requests placed by Users through the Widget, less any applicable taxes, credit card fees, or other out-of-pocket costs incurred by Redbeacon, other than customer service and support.
1.3 "Service Request" means the descriptive request for service or work posted by a User of the Website through the Widget for the purposes of soliciting a quote from one or more Service Providers.
1.4 "User" means a visitor to the website operated by you at the URL designated in our registration form (the .Website.).
2. Affiliate Program. We may accept or reject your application to participate in the Affiliate Program in our sole discretion. If and when you are accepted as an Affiliate, this Agreement will become effective and we will provide you with the Widget that allows Users of the Website to request local services using the Redbeacon service.
3. License Grant. Upon your acceptance as an Affiliate and subject to the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, non-sublicensable, revocable license to use and display the Widget on the Website solely for your own use as permitted by this Agreement. You are not licensed to use the Widget for any other purpose, and nothing in this Agreement shall be deemed to grant you any right, title or interest in the Widget.
4. Restrictions. Your license is subject to the following restrictions on use: (a) you may only display the Widget on the Website, and not in any other manner; (b) except for configuration preferences permitted by Redbeacon in writing on our website, you may not modify the Widget; (c) you may not remove, obscure or disable any element of the Widget; (d) your Website page title and other trademarks and logos must appear at least as prominently as Redbeacon.s trademarks and logos in the Widget; (e) you will not sell, resell, redistribute, sublicense or transfer all or any part of the Widget; (f) you may not display the Widget in any manner that implies partnership with, sponsorship or endorsement by Redbeacon or that causes any user confusion regarding Redbeacon.s relationship with you; (g) you may not display the Widget if your Website disparages Redbeacon or its products or services, infringes any Redbeacon intellectual property or other rights, or violates any applicable law; or (h) otherwise use or copy the Widget except as expressly allowed under Section 3. You agree that you will not display the Widget within your Website if your Website includes content (i) that is offensive, libelous or defamatory, abusive, harassing, threatening, discriminatory, vulgar, pornographic or contains obscene or vulgar language; (ii) promotes illegal substances or activities, software piracy, violence or hate-mongering, or illegal activities; (iii) that includes browser helper objects, software that generates clicks or causes any popups on anyone else.s site or attempts to set a cookie or tracking without the user clicking the link; (iv) that includes links that automatically redirect users to another site; (v) that send unsolicited email; (vi) that offer incentives, including cash, points, contest entries, prizes or rewards to click on ads or links or pay for competing offers; or (vii) is otherwise inappropriate as determined by Redbeacon in its sole discretion. Subject to the express parameters of the limited license granted to you above, the Widget may not be copied, modified, deleted, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without obtaining the express prior written permission of Redbeacon in each instance. You acknowledge and agree that Redbeacon may crawl or otherwise monitor your Website for the purpose of confirming your compliance with this Agreement. You also agree to comply with our additional policies regarding the Affiliate Program (and changes thereto), of which we may notify you from time to time in accordance with Section 10 of this Agreement.
5. Service Providers. As a part of the configuration of the Widget for your Website, we allow you to upload a list of your preferred service providers, and we will contact those service providers to determine whether they are interested in registering to become Redbeacon Service Providers (any such service providers who become Redbeacon Service Providers are referred to herein as .Your Preferred Service Providers.). You may also specify whether you want Redbeacon to apply Redbeacon.s proprietary matching algorithms to select (a) only Your Preferred Service Providers for Users who submit Service Requests via the Widget or (b) any relevant Service Providers, including Your Preferred Service Providers, but to identify Your Preferred Service Providers with the logo that you provide to us (.Your Logo.). Your selection of one or more Service Providers as Your Preferred Service Providers may also affect Redbeacon.s proprietary matching algorithms. By providing a list of your preferred service providers, you represent and warrant that you are authorized to provide us with their names and contact information and that our solicitation of these providers to register with Redbeacon is in compliance with your privacy policy and any applicable laws, and we agree not to rent, sell, or license your list of preferred service providers or use it for any purposes other than as set forth in this Agreement.
6. Trademarks.
6.1 Upon your acceptance as an Affiliate, we grant to you a nonexclusive, non-transferable, non-sublicensable, revocable license to use our name, logo and trademarks (the .Redbeacon Marks.) to the extent they are included in the Widget. You acknowledge and agree that such license is limited and that all right, title, ownership and interest in the Redbeacon Marks shall remain with us.
6.2 You grant to us a nonexclusive, non-sublicensable, revocable license to use Your Logo to identify Your Preferred Service Providers to Users.
6.3 As an Affiliate, you may not bid on our trademarks or the following keywords and phrases: Redbeacon, variations of our domain names, or misspellings. You agree that you shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Redbeacon. You also agree that you shall not use our name, logo or trademarks in any manner that is disparaging or that otherwise portrays Redbeacon or our services in a negative light. You may not make any representations or warranties concerning Redbeacon, our services or our websites. You cannot frame our website. You may not spider our website for content or copy content from our website to you on the Website or any other websites. Your site may not look similar to ours so that users may believe that they are at our website while they are at your Website and you may not make any representations or imply in any way that you are Redbeacon.
7. Fraudulent Requests. If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation, as determined solely by us, you will forfeit your entire Affiliate Fees for all programs with us and your account will be terminated. Forced clicks and cookie stuffing are grounds for immediate termination of the Agreement for cause. It is your obligation to prove to us that you are not committing fraud. We will hold your payment in .Pending Status. until you have satisfactorily provided evidence that you are not defrauding the system.
8. Affiliate Fee. You will receive a Affiliate Fee equal to 40% of Redbeacon.s Net Revenue each calendar month during the term of this Agreement. Affiliate Fees will be paid within sixty (60) days of the end of each calendar month, provided that the total amount due to you is at least $100 (the .Minimum.). For any month in which the Affiliate Fees are less than the Minimum, the balance will be carried over to the following month. We may be obligated by law to obtain tax information from you. If we request tax information from you and you do not provide it, we may (in addition to any other rights or remedies available to us) withhold your Affiliate Fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
9. Termination. This Agreement, and your participation in the Affiliate Program, may be terminated by us at any time and for any reason, or for no reason. Affiliate Fees earned through the date of termination of this Agreement will remain payable only if the Agreement was not terminated for cause by us. You may also terminate your participation in the Affiliate Program at any time. Upon termination of this Agreement, you shall remove the Widget from your servers immediately. We reserve the right to disable the Widget upon termination of the Agreement, with or without cause.
10. Modifications. We reserve the right to change any of the terms and conditions of the Affiliate Program or this Agreement, including changing the Affiliate Fees payable to you, at any time and in our sole discretion, effective upon making the modified provisions available on the Redbeacon website or by notifying you directly. You are responsible for regularly reviewing this Agreement. Your continued use of the Widget after any such changes are made to this Agreement will indicate acceptance of such changes. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION FOLLOWING OUR POSTING OF A CHANGE NOTICE ON THE REDBEACON WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGES SET FORTH IN SUCH CHANGE NOTICE.
11. Warranty Disclaimer. DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, WE HEREBY DISCLAIM, AND YOU HEREBY RELEASE US FROM ANY AND ALL LIABILITY FOR DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE WIDGET AND/OR THE REDBEACON WEBSITE. WITHOUT LIMITING THE FOREGOING, THE WIDGET, AND ANY OTHER MATERIALS PROVIDED TO YOU ARE PROVIDED .AS-IS,. WITHOUT ANY WARRANTY OF ANY KIND, AND WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES LIMIT THE ABILITY TO DISCLAIM WARRANTIES, SO THIS CLAUSE MAY NOT APPLY TO YOU.
12. Indemnification. You agree to defend, indemnify, and hold us harmless from any third-party claims, damages, liabilities, losses and expenses (including reasonable attorneys. fees) arising from or related to the Website or your participation in the Affiliate Program.
13. Limitation of Liability. WE SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM SHALL IN NO EVENT EXCEED THE AMOUNTS ACTUALLY PAID TO YOU BY US DURING THE PREVIOUS TWELVE (12) MONTHS. SOME STATES RESTRICT THE ABILITY TO LIMIT LIABILITIES, SO THIS CLAUSE MAY NOT APPLY TO YOU.
14. Policies and Pricing. Users who register with Redbeacon by way of the Widget are our users with respect to all activities they undertake in connection with the Redbeacon website. As between you and us, all terms of sale, rules and policies set forth on the Redbeacon website will apply to these Users, and we have no obligation to provide you with any personally identifiable information that we collect from such Users.
15. Miscellaneous. You agree to comply with all applicable laws in the operation of the Website and in your participation in the Affiliate Program. You are an independent contractor and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You may not take any action that binds us or make any representation on our behalf. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, and any such purported assignment shall be null and void. This Agreement is the entire agreement between the parties regarding its subject matter, supersedes any other agreements or understandings between us, and may only be amended by us as set forth above in Section 10, or by a writing signed by us. A party.s waiver of, or failure to enforce, any right hereunder on one occasion shall not be deemed a waiver of any other right on the same occasion or the same right on any other occasion. Any notices under this Agreement may be made (a) if by us, to the contact information you provide as part of your application form, including by e-mail, or (b) if by you, in writing to Red Beacon, Inc. Attention Affiliate Program, 107 South B Street, Suite 220, San Mateo, CA 94401. If a court having competent jurisdiction declares any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. This Agreement shall be governed by the laws of the United States and the State of California as such laws apply to contracts between California residents performed entirely within California, and for any disputes regarding or concerning this Agreement, you hereby submit to the exclusive personal jurisdiction of the federal or state courts located in San Mateo County, California..