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Affiliate Agreement

GoServices.com Affiliate Agreement
Effective Date: January 1, 2007



THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE "AFFILIATE") AND GoServices (THE "COMPANY"). BY ACCEPTING THE FOLLOWING AGREEMENT YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO LEGALLY BE RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.


Overview

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions that apply to you becoming a member of the GoServices Affiliate Program. The purpose of this Agreement is to allow banner linking and/or search serve linking between your web site and the GoServices web site, subject to the terms and conditions of this Agreement. Throughout this Agreement, "we," "us," and "our" will mean the Company, and "you," "your," and "yours" will mean the Affiliate.


Link to GoServices

As a member of the GoServices Affiliate Program, you will have access to the Affiliate Panel located at http://service.GoServices.com/affiliate/affiliates/. Through this link you will be able to download HTML code and or search capabilities that we have made available for you to use in your web site.

The HTML code we will make available to you provides special link formats for linking to web pages within the GoServices ("Tagged Links"). You must ensure that each of the links between your site and our site are Tagged Links, otherwise commission fees that might have otherwise been earned by you will not be tracked and recorded. We will not be liable to you for any lost commissions resulting from your failure to use Tagged Links.

We have the right to monitor your site as we feel necessary to make sure that your links to our web site are appropriate. If we decide, in our sole discretion, that your links to our web site are not appropriate, then we may either notify you of any changes that we feel should be made, or we may terminate this Agreement upon notice to you. If we notify you of changes we desire you to make to your site and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to GoServices from your web site.

You expressly agree to abide by all of the terms and conditions of use related to each of our web sites, including the Affiliate Panel.

Do Not Use Our Domain Name

You agree that your domain name does not and will not at any time contain the words "GoServices" or any of our sister sites' names, and that you will not purchase any domain name or other right or otherwise contract with a third party to exploit those names, for the purpose of causing your site to appear as a search result or for any other reason. Violation of this provision by you will result in the immediate termination of this Agreement.


Give Us Your Full Cooperation

You agree to fully cooperate with us in order to establish and maintain any links between the GoServices web site and your site. You also agree that those graphic images that you display pertaining to the GoServices site, for use as a link or otherwise, will only be graphic images that we provide to you from the Affiliate Panel. If we update those graphics, you agree to immediately replace our old graphics with the new ones.


Follow All Copyright Laws

It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible if you use another person's copyrighted material in violation of the law.


We Can Monitor Your Site

You agree that we have the right to monitor your site at any time and from time to time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made.


You Cannot Send Out Publicity Without Our Consent

You shall not create, publish, distribute, or permit any written, electronically transmitted or other form of publicity material that makes reference to us without first submitting the material to us and receiving our consent. We agree that our consent will not be unreasonably withheld. If you fail to comply with this requirement, we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to GoServices from your web site.


The Starting Date of this Agreement

This Agreement will begin upon our acceptance of your Affiliate Application.


How this Agreement can be Ended

Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.


We Can Modify this Agreement

We may modify any of the terms and conditions in this Agreement, at any time and from time to time, in our sole discretion. You will be notified by email of any modification and a change. Modifications may include, but are not limited to, changes in the scope of commission fees, payment procedures, and our Program rules.


Commission Structure

When the total commissions due to you at the end of a quarter exceed $100.00, we will send you a commission check for such amount less any taxes required to be withheld under applicable law. If your commissions in any quarter are less than $100.00, we will hold those commissions and send you a commission check at the end of the next quarter when your aggregate commissions exceed $100.00. When this Agreement ends, any commissions due at the time of termination will generally be paid at the end of the month following termination, but we may hold your final payment for a longer period of time to ensure that the correct amount is paid. If a customer disputes or rejects a purchased item, and we have already paid you a commission fee based on the sale of that item, we will deduct the amount of the disputed commission from your next monthly commission fee payment. If there are no subsequent commission fees due to you, we will send you a bill for the amount of the disputed commission, and you agree that you will pay that bill no later than thirty (30) days after you receive it.

Please note that for customers who enter our site by any means other than a Tagged Link, you will not earn commissions for their purchases, even if those customers previously followed a Tagged Link from your site to our site or if those customers entered our site through a link from your site that is not a Tagged Link.


Grant of Licenses

During the term of this Agreement, we grant to you a non-exclusive, non-transferable worldwide right and license to (i) access our site through HTML links solely in accordance with the terms and for the purposes of this Agreement and (ii) use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you solely in connection with such links. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials during such time as you are a member in good standing of the GoServices Program. This license will terminate immediately upon termination of this Agreement. We may revoke your license at any time by giving you written notice.

Each party agrees not to use the other's proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.


Confidentiality

Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, will remain confidential and will not be utilized, directly or indirectly, by such party for any purpose except and to the extent (a) necessary to complete obligations under this Agreement or (b) that any such information is known or available to the public through a source or sources other than such party or any affiliate of such party.


Disclaimer

WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE GoSERVICES WEB SITE OR ITS PERFORMANCE, AVAILABILITY OR FUNCTIONALITY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FROM THE COMPANY ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.


Representations and Warranties

You represent and warrant that:

* you, if you are a company, are duly organized, validly existing and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement;

* you, or if you are a company the person entering into this Agreement on your behalf, are an adult of at least 18 years of age;

* 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;

* you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

* you have sufficient right, title, and interest in and to your materials to grant the rights granted to us in this Agreement; and

* there is no pending, or to the best of your knowledge, threatened claim, action or proceeding against you, or any affiliate of yours, with respect to your execution, delivery or performance of this Agreement, or with respect to the materials you will deliver under this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.


Limitations of Liability

WE WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL THE COMPANY'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES ACTUALLY PAID TO YOU UNDER THIS AGREEMENT.


Indemnification

You agree to indemnify, defend and hold harmless the Company and its employees, representatives, agents and corporate affiliates (each, an "Indemnified Party"), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any claim (i) that the use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property or other right of any third party, (ii) resulting from your breach of this Agreement, or (iii) related to your web site, including, without limitation, content therein not attributable to us. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding.


Miscellaneous

* Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship.

* You may not assign your rights or obligations under this Agreement to any party.

* You understand that we may at any time, directly or indirectly, engage in similar arrangements on terms that may differ from those contained in this Agreement, or we may operate web sites that are similar to or compete with your web site.

* You have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from us or anyone else, other than as expressly set forth in this Agreement.

* THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR FEDERAL COURTS LOCATED IN SAN FRANCISCO COUNTY, CALIFORNIA, IN ANY DISPUTE INVOLVING THIS AGREEMENT.

* Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and us. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default.

* This Agreement represents the entire agreement between us and you and supersedes all prior agreements and communications we may have had, oral or written.

* Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party.

* If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

* The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement.

* Transportation companies and websites are not eligible to participate in the GoServices Affiliate program.

* Personal home page sites and MySpace type of community sites are not eligible to participate in the GoServices Affiliate program.