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Associate
Agreement
LLCWEB.COM
1.
1.
Agreement
By completing and submitting the foregoing Associate Program
Application, you are entering into a legal agreement
with LLCWEB.COM (The Limited Liability Company Website),
which contains all of the terms and conditions below and
governs your participation in the LLCWEB.COM Associate
Program. By submitting the Associate Program Application
you represent that you have the right to enter into this
Agreement, you understand it and you agree to all of its
terms and conditions. You must be at least 18 years of
age in order to participate in this program.
2. Warranties
and Disclaimers
THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON
THIS WEB SITE MAY BE OUT OF DATE OR INCLUDE OMISSIONS,
INACCURACIES OR OTHER ERRORS. EXCEPT WHERE EXPRESSLY
PROVIDED OTHERWISE IN AN AGREEMENT BETWEEN YOU AND
LLCWEB.COM, ALL INFORMATION, SOFTWARE, PRODUCTS AND
SERVICES ARE PROVIDED "AS IS" WITHOUT ANY
WARRANTY OR CONDITION WHATSOEVER, EXPRESSED OR IMPLIED.
LLCWEB.COM HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH
RESPECT TO THIS INFORMATION, SOFTWARE, PRODUCTS AND
SERVICES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRIGEMENT. IN NO
EVENT SHALL LLCWEB.COM BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE,
INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN ACTION IN
CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE
OF, THIS WEB SITE OR ANY OTHER HYPERLINKED WEB SITE.
LLCWEB.COM RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES
TO THIS WEB SITE OR THE PRODUCTS OR PROGRAMS DESCRIBED
IN THIS WEB SITE AT ANY TIME WITHOUT NOTICE.
3. Governing Law
All matters relating to your access to, or use of, this Web
site shall be governed by U.S. federal law and the laws
of the State of California. You may not access,
download, use or export the information, software,
products or services contained on this Web site in
violation of U.S. export laws or regulations, or in
violation of any applicable local laws or regulations.
We may amend this Agreement at any time by posting the
amended terms on our site. The amended terms shall
automatically be effective.
4. Breach of Agreement
LLCWEB.COM may immediately issue a warning, temporarily
suspend, indefinitely suspend or terminate your
membership if you breach this agreement or if we are
unable to verify or authenticate any information you
provide to us.
5. Compliance with laws.
You shall comply with all applicable laws, statutes,
ordinances and regulations regarding your use of our
service.
6. No Agency
You and
LLCWEB.COM are independent contractors, and no agency,
partnership, joint venture, employee-employer or
franchiser-franchisee relationship is intended or
created by this agreement in any way whatsoever.
7. Notices.
Except as
explicitly stated otherwise, any notices shall be given
by e-mail to steve@llcweb.com.
Notice shall be deemed given 24 hours after e-mail is
sent, unless the sending party is notified that the
e-mail address is invalid. Alternatively, we may give
you notice by certified mail, postage prepaid and return
receipt requested, to the address provided to LLCWEB.COM
during the registration process. In such case, notice
shall be deemed given (3) days after the date of
mailing.
8. Termination
You agree that LLCWEB.COM, in its sole discretion, shall have
the right to terminate your access to this site at any
time, for any reason, and that LLCWEB.COM shall not be
obligated to disclose such reason to you or refund any
part of any fees or charges which are nonrefundable.
9. Trade Secrets
You acknowledge and agree that information disclosed through
this site includes trade secrets and proprietary
information belonging to LLCWEB.COM and agree not to
copy or disclose said secrets or information to third
parties, in whole or in part. You also agree that any
passwords supplied to you are non-transferable and may
only be used by those parties expressly named in this
agreement.
10.
Your Rights and Responsibilities
10.1
You are, and during the Term will remain, solely
responsible for the development, maintenance and
operation of Your Site and for all materials and content
that appear on Your Site. You will defend and indemnify
LLCWEB.COM from and against any and all third party
claims, damages, liabilities, costs and expenses
(including reasonable attorneys' fees and expenses)
arising out of the operation of Your Site, including but
not limited to the content of Your Site.
10.2
You will select the banners or text links you wish to
display from the banners and text links provided by
LLCWEB.COM and will place the selected banners and text
links on Your Site and enable users of Your Site to
click on the Links. You may display the banners and text
links you select on as many pages of Your Site as you
wish.
10.3
You will display the banners and text links on your Site
in the form, manner and presentation described in
Banners and Text Links instruction page and in
accordance with such additional instructions as
LLCWEB.COM may provide to you from time to time. You
understand that LLCWEB.COM may modify the instructions
at any time. You will not reformat or otherwise change
the banners or text links without the prior written
consent of LLCWEB.COM. You will not be entitled to a
commission for Click-throughs of reformatted banners or
text Links, which have not been approved in advance in
writing by LLCWEB.COM.
10.4
You will not solicit any LLCWEB.COM advertiser or
client, without the prior written approval of LLCWEB.COM.
You will not create, publish, or distribute any item
that references LLCWEB.COM without first submitting such
item to LLCWEB.COM and receiving LLCWEB.COM’s prior
written consent.
11.
License
11.1
LLCWEB.COM hereby grants to you, during the Term and
subject to the terms and conditions of this Agreement, a
non-exclusive, non-transferable, non-assignable,
royalty-free license to place banners and text links
solely on Your Site in connection with the exercise of
your rights under this Agreement. You acknowledge and
agree that LLCWEB.COM and/or its licensors own
exclusively all right, title and interest in the banners
and text links and that you have no rights in them other
than in connection with the limited license granted
herein.
11.2
You recognize that there is a great value to LLCWEB.COM
in the banners and text Links and the goodwill
associated therewith and that all uses by you of the
banners and text links shall inure to the benefit of
LLCWEB.COM. You shall not, during the Term or
thereafter, directly or indirectly, assert any interest
or property rights in the banners and text links or
contest the validity of LLCWEB.COM’s exclusive
ownership of them. You shall not adopt, use, or
register, or apply for registration of, whether as a
corporate name, trademark, service mark or other
indication of origin, any of the LLCWEB.COM’s material
or any word or mark confusingly similar to any of them
in any jurisdiction.
11.3
You will not use the banners or text links in a manner
that disparages LLCWEB.COM or its products or services
in a false, competitively adverse or poor light. You
will comply with LLCWEB.COM's requests as to the use of
banners and text links and will avoid taking any action
that diminishes the value of any of LLCWEB.COM.
12.
Commissions; Reporting
12.1
LLCWEB.COM will pay you a percentage of the amount
collected by LLCWEB.COM in connection with each sale of
an LLC KIT made from a Click-through from your site to
LLCWEB.COM. At any time and with reasonable prior
notice, LLCWEB.COM may, from time to time, modify the
commission rate to be paid to you. No commission will be
paid for any fraudulent
Click-throughs or any Click-throughs from improper use
of the banners and text links. LLCWEB.COM shall have the
right, in its sole discretion, to determine whether
Click-throughs are fraudulent or derived from improper
use of the same. LLCWEB.COM shall not be required to
make any payments to you in connection with this
Agreement other than the commissions on Click-through
sales, if earned.
12.2
LLCWEB.COM will pay you your commissions within fifteen
(15) days following the end of each calendar month for
which such commissions are generated.
12.3
LLCWEB.COM will allow you to obtain a password and to
enter an area within the LLCWEB.COM Site or another
password-protected site solely to access information
regarding Click-throughs from Your Site to the
LLCWEB.COM Site.
13.
Term and Termination
The
term of this Agreement (the "Term") will begin
on the date LLCWEB.COM accepts your completed Associate
Program application and will continue in full force and
effect until terminated pursuant to this paragraph.
Either party shall have the right, in its sole
discretion for any reason whatsoever, to terminate this
Agreement at any time by giving the other party 30 days
written notice; provided, however, that LLCWEB.COM can
terminate this Agreement immediately in the event it
deems the content on Your Site objectionable or if
LLCWEB.COM becomes aware that you are or you have
engaged in SPAMMING to generate additional
click-through/sales. Upon termination by either party,
the license set forth in paragraph 11 shall
automatically terminate, and within 24 hours after
termination, you will remove the banners and text Links.
In addition, you will be entitled to no additional
commissions for click-through sales generated by Your
Site after the effective date of the termination of this
agreement.
14. General Provisions
14.1
LLCWEB.COM does not guarantee continuous, uninterrupted
or secure access to its services, and operation of its
site may be interfered with by numerous factors outside
of its control.
14.2 If any provision of this Agreement is held to
be invalid or unenforceable, such provision shall be
struck and the remaining provisions shall remain valid,
survive and be enforced.
14.3 Headings are for reference purposes only and
in no way define, limit, construe or describe the scope
or extent of such section.
14.4 LLCWEB.COM’s failure to act with respect to
a breach by you or others does not waive its right to
act with respect to subsequent or similar breaches.
14.5 This agreement sets forth the entire
understanding and agreement between the parties hereto
with respect to the subject matter herein.
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