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SPEEDILICIOUS AFFILIATE PROGRAM TERMS
For the purposes of the SPEEDILICIOUS Affiliate Program Terms ("Terms"), the following terms will have the indicated meanings. Any other capitalized terms shall have the meaning as given in the Agreement.
"Account" means the Flight Deck functionality dedicated to managing Affiliate's participation in the Program.
"SPEEDILICIOUS Value" means an electronic currency or "stored value" issued by SPEEDILICIOUS to an Account that may be redeemed for the equivalent in U.S. dollars according to the provisions of these Terms.
"Link" means a link to the SPEEDILICIOUS web site that is placed on an Affiliate's web site or on direct communication channels and that utilizes the Required Link Formats.
"Required Link Formats" means the special link formats provided to Affiliate by SPEEDILICIOUS which formats must be used when linking users from Affiliate's Site to the SPEEDILICIOUS registration form on the SPEEDILICIOUS web site.
2. Scope of Program
(a) Terms: Affiliate acknowledges that it has read and agreed to these Terms. Affiliate acknowledges that it independently has evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement other than as set forth in these Terms.
(b) Reserved Rights: SPEEDILICIOUS reserves the right: (i) to solicit orders directly from and to sell directly to any potential Customer; and (ii) to appoint other Affiliates on a non-exclusive basis to promote the SPEEDILICIOUS Service.
(c) Privity: Affiliate shall not be authorized to conduct any negotiations on behalf of SPEEDILICIOUS, conclude any contract on SPEEDILICIOUS' behalf or make any representation, warranty, promise or take any other action binding upon SPEEDILICIOUS without SPEEDILICIOUS' prior written consent. It is confirmed and agreed that in any event, SPEEDILICIOUS will, at its sole discretion, determine whether or not to enter into any SPEEDILICIOUS Subscription Agreement with a potential Customer.
3. Links on Site
SPEEDILICIOUS will provide Affiliate with the Link for Affiliate to include on its Site and/or direct communication channels (i.e., email or webinars), which will link a user of Affiliate's Site or receiver of direct communications to the SPEEDILICIOUS registration form on the SPEEDILICIOUS web site. SPEEDILICIOUS may also provide Affiliate with guidelines and graphical artwork to use in linking to the SPEEDILICIOUS registration form. To permit accurate tracking, reporting, and Commission accrual, SPEEDILICIOUS will provide Affiliate with Required Link Formats, which must be used in all links between Affiliate's Site and/or direct communication channels and the SPEEDILICIOUS web site.
(a) Compensation: In consideration for the services to be rendered by Affiliate, SPEEDILICIOUS shall pay to Affiliate the compensation as set forth in this Section 5 and in the payment schedule attached hereto as Attachment A, and expressly incorporated herein ("Commission"). Commissions will only be paid for users that are directed to the SPEEDILICIOUS web site through Links on Affiliate's Site or direct communication channels and that satisfy the definition of a Customer. For purposes of the Agreement a "Customer" is an individual or entity who fulfills all the requirements to subscribe to the Services as described in the SPEEDILICIOUS Subscription Agreement through an immediately sequential navigation after the individual clicks-through directly to the SPEEDILICIOUS registration form from a Link on Affiliate's Site and/or direct communication channels including, without limitation: (i) completing and submitting to SPEEDILICIOUS the SPEEDILICIOUS registration form; (ii) agreeing to the SPEEDILICIOUS Subscription Agreement, including without limitation, submitting a credit or debit card number that is not currently associated with an existing Account; and (iii) paying the then-applicable Subscription Fee for the first month after the end of the trial-period of such Customer's use of the Services through the credit or debit card associated with the individual's or entity's Subscription. SPEEDILICIOUS has no obligation to pay Affiliate a Commission for any individuals or entities who register for the SPEEDILICIOUS Service that do not fit the above definition of a Customer. Affiliate acknowledges that SPEEDILICIOUS shall not be obligated to make any Commission payment hereunder if Affiliate has breached any of the terms and conditions of the Agreement.
(b) Multiple Referring Parties: If a user is directed to the SPEEDILICIOUS web site by following a Link on Affiliate's Site and is also directed to the SPEEDILICIOUS web site by following a Link on another SPEEDILICIOUS Affiliate Site, a Commission will only be paid to the Affiliate whose Link was utilized by the Customer closest in time to subscribing to the SPEEDILICIOUS Service and qualifying as a Customer.
(c) Date Commission Earned: The Commission on a given order shall be deemed earned when SPEEDILICIOUS receives a payment in full from the Customer.
(d) Payment of Commission: All amounts payable by SPEEDILICIOUS pursuant to this Section 5 shall be credited to Affiliate's Account within 30 days after the date SPEEDILICIOUS receives payment in full from a Customer.
(e) Disputes: SPEEDILICIOUS has final authority to resolve disputes regarding Commissions. If Affiliate has questions about SPEEDILICIOUS' Commission payment, within 30 days after redemption of SPEEDILICIOUS Value of such payment, Affiliate must send SPEEDILICIOUS a notice containing all of the following information: (i) Affiliate's name and address; (ii) the amount of the disputed payment; (iii) the period of time covered by the payment; and (iv) a description and explanation of the alleged discrepancy. SPEEDILICIOUS shall have no obligation to address any alleged discrepancy with respect to an Affiliate's Commissions not reported to SPEEDILICIOUS within the 30 day notice period.
(f) Commission Charge-Back: SPEEDILICIOUS has the right to set discounts and make other allowances and adjustments to the Subscription Fee, provide refunds to Customers and write-off as bad debts overdue Customer Accounts. In each case, SPEEDILICIOUS shall charge back to Affiliate's Account any amounts previously paid or credited to it with respect to such discounts, allowances, adjustments, refunds or bad debts.
(a) SPEEDILICIOUS Account: SPEEDILICIOUS will establish an Account for Affiliate accessible through the Flight Deck, at no cost to Affiliate. The Account is accessible with the same login and password used to access the Flight Deck. SPEEDILICIOUS will pay Commissions in the form of SPEEDILICIOUS Value into Affiliate's Account.
(b) Redemption of SPEEDILICIOUS Value: Affiliate may redeem any SPEEDILICIOUS Value in its Account for a payment in U.S. dollars to Affiliate's bank account via an electronic transfer ("Direct Deposit") or to a Affiliate's Visa or MasterCard credit card or debit card account issued by a bank in the domestic United States. Rules for any such transfer, including such limitations, fees, terms and conditions as may apply at the time, are located on the SPEEDILICIOUS web site. SPEEDILICIOUS may not redeem SPEEDILICIOUS Value if (a) SPEEDILICIOUS determines in its sole discretion that there is fraud, an error or another circumstance such that Affiliate is not entitled to the SPEEDILICIOUS Value or its redemption; or (b) the SPEEDILICIOUS Value to be redeemed represents promotional, free, or discounted SPEEDILICIOUS Value. SPEEDILICIOUS reserves the right to require confirmation of identification and authorization before redeeming SPEEDILICIOUS Value or transferring funds to Affiliate's credit or debit card or bank account. To process a Direct Deposit or a Visa or MasterCard transfer, Affiliate must provide SPEEDILICIOUS with certain bank or card account information. If Affiliate provides inaccurate or incomplete information, Affiliate may lose the amount of the transfer. SPEEDILICIOUS shall have no responsibility to refund or re-credit Affiliate's Account funds lost due to erroneous bank or personal information that Affiliate provides to SPEEDILICIOUS. Any redemptions made by Affiliate from its Account are final and are not reversible.
(c) Taxes: SPEEDILICIOUS may withhold from payments to Affiliate under these Terms any withholding taxes required to be withheld by SPEEDILICIOUS under the laws of the United States. Such amounts shall be paid to the appropriate taxing authority. Affiliate acknowledges and agrees that it is obligated to report as income all compensation received by SPEEDILICIOUS pursuant to these Terms. Affiliate agrees to and acknowledges the obligation to pay any applicable self-employment and other taxes on such income.
Affiliate may use its Account to access information about the number of Customers Affiliate's Site and/or direct communication channels has generated and continuing Customers. Affiliate is solely responsible for reporting to SPEEDILICIOUS when Affiliate meets certain thresholds that would entitle Affiliate to move into a different tier of compensation as defined in Attachment A. SPEEDILICIOUS has no obligation to track how many Customers Affiliate's Site has generated.
7. Limited License
SPEEDILICIOUS grants Affiliate a limited, non-exclusive, revocable, non-assignable, non-transferable, not sublicenseable royalty-free license to display Links and Graphics (as defined below) on its Site or in direct communication channels, solely in connection with the exercise of Affiliate's rights under these Terms. SPEEDILICIOUS also grants to Affiliate a nonexclusive right to use the name "SPEEDILICIOUS" (the "Trademark") solely to identify the SPEEDILICIOUS Service or to describe the SPEEDILICIOUS Service on Affiliate's Site or in direct communication channels. In addition, any uses of the Trademark and Graphic are subject to SPEEDILICIOUS' Trademark & Graphic Guidelines attached hereto as Attachment B, and expressly incorporated herein.
Affiliate may not issue any press release with respect to these Terms or Affiliate's participation in the Program without prior written approval of SPEEDILICIOUS; such action may result in termination from the Program. SPEEDILICIOUS may make available to Affiliate a small graphic image that identifies Affiliate's Site as a Program participant ("Graphic"). SPEEDILICIOUS may modify the text or graphic image of this notice from time to time. In addition, Affiliate may not in any manner misrepresent or embellish the relationship between SPEEDILICIOUS and Affiliate, or express or imply any relationship between SPEEDILICIOUS and Affiliate or any other person or entity except as expressly permitted by this Agreement.
Affiliate grants SPEEDILICIOUS the right to list Affiliate's name and the name of Affiliate's Site on the SPEEDILICIOUS web site and in promotional and marketing literature.
8. Obligations Regarding Affiliate's Site
Affiliate is solely responsible for:
* the development, operation and maintenance of Affiliate's Site;
* all materials and content that appear on Affiliate's Site including, without limitation, ensuring that materials posted on Affiliate's Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not libelous or otherwise illegal; and
SPEEDILICIOUS disclaims all liability for these matters and will not be responsible for any of the foregoing. Affiliate agrees to indemnify and hold SPEEDILICIOUS harmless from all damages, claims, fees (including attorneys' fees) and expenses relating to the foregoing.
9. Improper Accrual of Commissions
Affiliate agrees not to fraudulently or improperly generate Customers in order to artificially inflate its Commissions hereunder either manually, through any automatic device, robots, mechanism, process or otherwise or to enlist any third party to do so on Affiliate's behalf. SPEEDILICIOUS shall have the right at any time to request and Affiliate agrees to promptly provide SPEEDILICIOUS with information regarding the placement and use of Links on Affiliate's Site.
Affiliate shall defend and/or settle and pay damages awarded pursuant to any third party claim brought against SPEEDILICIOUS that would constitute a breach of any warranty, representation, or covenant made or any other obligation undertaken by Affiliate pursuant to these Terms. SPEEDILICIOUS will promptly notify Affiliate in writing of any such claim and promptly tender the control of the defense and settlement of any such claim to Affiliate at its expense and with Affiliate's choice of counsel. SPEEDILICIOUS shall cooperate with Affiliate, at Affiliate's expense, in defending or settling such claim. Affiliate will not enter into any settlement or compromise of any such claim without SPEEDILICIOUS' prior consent, which shall not be unreasonably withheld. SPEEDILICIOUS may choose its own legal counsel to defend the claim, provided that this decision is promptly communicated to Affiliate. Affiliate must comply with SPEEDILICIOUS' reasonable requests for assistance and cooperation in the defense of the claim. Subscriber must pay expenses due under this Section 10 when incurred.
ATTACHMENT A: PAYMENT SCHEDULE
ATTACHMENT B: TRADEMARK & GRAPHIC GUIDELINES
* Affiliate may not change the proportion, color or font of the Trademark or Graphic (together, the "IP"), or otherwise alter the IP in any manner.
* Affiliate may not display the IP in any manner that implies sponsorship or endorsement by SPEEDILICIOUS, except of your involvement in the Program.
* Affiliate may not use the IP to disparage SPEEDILICIOUS, its products or services, or in a manner which, in SPEEDILICIOUS' reasonable judgment, may diminish or otherwise damage SPEEDILICIOUS' goodwill in the IP.
* Affiliate may not display the IP on its Site if it contains or displays adult content or a site that promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age. Affiliate agrees to discontinue immediately its display of the IP, and any other SPEEDILICIOUS intellectual property if at any time after entering into this Agreement Your Site contains or displays adult content or promotes any of the above-referenced activities.
* The IP must appear by itself, with reasonable spacing (at least the height of the IP) between each side of the IP and other graphic or textual elements.