Website Terms & Conditions
Please read the following Terms and Conditions carefully.
To become an affiliate of Saveology.com™ LLC (“Saveology”), you must agree to the
terms and conditions set forth below, accept THE COMMISSION SCHEDULE(S) SUPPLIED
TO YOU, and be approved by Saveology. WE MAY REJECT YOUR APPLICATION IF WE DETERMINE
(IN OUR SOLE DISCRETION) THAT YOUR SITE(s) OR MARKETING PRACTICES are UNSUITABLE
FOR THE AFFILIATE PROGRAM.
Please carefully read these terms and conditions, then indicate your acceptance
by SUBMITTING YOUR DIGITAL SIGNATURE. BY SUBMISSION OF YOUR DIGITAL SIGNATURE, “YOU
AGREE TO THESE TERMS” BELOW AND CONTINUING WITH THE REGISTRATION PROCESS (an “acceptance”
of these terms and conditions), YOU, individually and/or on behalf of the company
for whom you are authorized to act, ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND
CONDITIONS, UNDERSTAND THEM AND ACCEPT AND AGREE TO BE BOUND BY THEM. IF YOU DO
NOT AGREE TO THEse TERMS and conditions, PLEASE SEND US YOUR CONCERNS VIA THE EMAIL
IN the contact us section.
To register for the saveology.com affiliate program you must consent to receive
all related notices electronically and HAVE the ability to retain such electronic
communications.
Affiliate Program Terms & Conditions
The following terms and conditions (as they may be amended from time to time, this
“Agreement”) govern an individual's or an entity's participation in the Saveology.com
Affiliate Network (the "Program"). When used throughout this Agreement, "we", "us,"
and “our” refer to Saveology, and "you", "yours" and "Affiliate" refers to the applicant.
Defined Terms
"Affiliate Site" shall mean any web site owned and/or operated by Affiliate that
you will link to the Program Site(s) in accordance with the terms and conditions
of this Agreement (and which you will identify in your Program application).
“Commissions” shall mean the payments paid to you for Referral Sales and/or Moving
Leads under this Agreement.
“Customer” shall mean, with respect to the Services, a person or entity that purchases
the Services through Saveology.
“Moving Lead(s)” shall mean prospective customers who are referred to one or more
of the Moving Partners by Affiliate.
“Moving Partner(s) shall mean Service Providers that offer any moving or relocation
Services and with whom Saveology or any of its affiliates have entered into a separate
agreement to receive customer leads from Saveology and/or its affiliates.
“Program Site(s)” shall mean saveologynetwork.com (the “Saveology Site”), saveologymoving.com,
any web site(s) affiliated with Saveology, its affiliates and/or the Service Providers
that Saveology has designated as part of the Program, and/or any successor web site(s)
thereto.
“Referral Sales” shall mean sales of Services to Customers by Saveology as a result
of a lead or referral from Affiliate
“Service(s)” shall mean those products or services offered by the Service Providers
that are purchased by a Customer referred to Saveology in accordance with the terms
and conditions of this Agreement.
“Service Providers” shall mean Saveology’s and/or its affiliates’ client service
providers who provide the Services and shall include, but not be limited to, Moving
Partners.
Other defined terms shall have the meanings given in this Agreement.
Enrollment in the Program. Saveology will review Affiliate’s application and we
will notify you of your acceptance or rejection into the Program. Unsuitable sites
include, but are not limited to, those that: (a) promote sexually explicit materials,
(b) promote violence, (c) promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation or age, (d) promote illegal activities, (e) include
any trademark of any Service Provider, or variations or misspellings of any of them
in the site URLs, or (f) otherwise violate any person’s or entity’s intellectual
property rights. Through your participation in the Program, you agree that you will
not engage in any such activities. Also, if we accept your application and we thereafter
determine that your Affiliate Site is unsuitable for the Program, we may terminate
this Agreement. Participation in the Program is limited to those that may lawfully
enter into and form contracts under applicable law. For example, minors are not
allowed to participate in the Program.
Rights of Affiliate; Tracking Mechanisms.
a) Upon receipt of notification from us that you have been accepted into the Program
and subject to the terms and conditions of this Agreement, Saveology hereby grants
Affiliate a revocable, non-exclusive right, to solicit prospective Customers to
purchase Services through Saveology and/or, as applicable, to obtain Moving Leads
for Moving Partners. This may include, for example, the placement of one or more
Approved Links (defined below) on the Affiliate Site for purposes of facilitating
referrals from the Affiliate Site to the Program Site(s). With respect to such Services,
we will provide you with guidelines and graphical artwork to use in linking to the
Program Site(s), any applicable promotional codes, Affiliate codes and/or toll-free
telephone numbers that will allow Saveology to accurately track the Affiliate’s
Referral Sales and/or Moving Leads (“Tracking Mechanisms”). It is your sole responsibility
to ensure proper implementation of Tracking Mechanisms on the Affiliate Site and/or
in your promotional materials. In particular, you must ensure that each of the links
between the Affiliate Site and the Program Site(s) properly utilizes any special
link formats provided or designated by Saveology (“Approved Links”). You will earn
referral fees only with respect to activity on the Program Site(s) occurring directly
through Approved Links and Saveology will not be liable to you with respect to any
failure by you to use Approved Links, including to the extent that such failure
may result in any reduction of amounts that would otherwise be paid to you pursuant
to this Agreement.
b) Affiliate hereby acknowledges and agrees that the Tracking Mechanisms employed
by us are not error-free and that there may be instances of Referral Sales or Moving
Leads made that are not credited to you for a number of reasons, including but not
limited to: (i) deliberate and/or accidental actions by Customers to circumvent
the Approved Links, which causes our software to be unable to accurately track the
sale; (ii) bugs, glitches, errors or crashes of the Tracking Mechanisms that render
them unable to accurately track sales or leads for a period of time; and (iii) actions
beyond the control of Saveology that cause irretrievable data loss on the computers
and back-up disk media that store Commission information. We are not responsible
for paying Commissions for Referral Sales or Moving Leads lost due to such errors
that are outside of Saveology’s control.
c) Referral Sales and/or Moving Leads shall not include any or all orders placed
for the personal or business use of Affiliate, Affiliate’s immediate family, employees,
directors, officers, affiliates, or any other parties whose relationship is judged
by Saveology to constitute a self-referral by Affiliate. Such orders may result
(in our sole discretion) in the withholding of Commissions and/or the termination
of this Agreement. In addition, you may not (i) directly or indirectly offer any
person or entity any consideration or incentive (including without limitation payment
of money (including any rebate), or granting of any discount or other benefit) for
using Approved Links on the Affiliate Site; (ii) read, intercept, record, redirect,
interpret or fill in the contents of any electronic form or other materials submitted
to us by any person or entity; (iii) take any action that could reasonably cause
any consumer confusion as to our relationship with you, or as to the site on which
any functions or transactions are occurring; (iv) attempt to circumvent the referral
fee schedule or artificially increase your referral fees; or (v) seek to purchase
or register any keywords, search terms or other identifiers that include any trademark
of Saveology, any of its affiliates or Service Providers, or variations or misspellings
thereof (“Proprietary Terms”) for use in any search engine, portal, sponsored advertising
service or other search or referral service. However, nothing in this Agreement
prohibits you from purchasing paid search advertisements that do not include any
Proprietary Terms to send consumers to the Affiliate Site and then, when the consumer
affirmatively clicks on an Approved Link on the Affiliate Site, directing that consumer
to the Program Site(s). If we determine, in our sole discretion, that you have engaged
in any of the foregoing activities, we may, without limiting any other rights or
remedies available to us, withhold any Commissions otherwise payable to you under
this Agreement and/or terminate this Agreement.
Affiliate Responsibilities.
Within thirty (30) days of Affiliate’s acceptance into the Program, Affiliate shall
commence and use best efforts to solicit prospective Customers to purchase Services
(and/or, if applicable, request quotes, home visits or follow up phone calls from
our Moving Partners) through Saveology or its affiliates;
Affiliate shall conduct its business so as to maintain and increase the goodwill
and reputation of Saveology and its affiliates, the Service Providers and the Services;
Affiliate shall prepare and deliver to Saveology a monthly accounting of Affiliate’s
promotion and sales of Services to potential Customers, including a list of all
URL’s where Affiliate has inserted advertising for Saveology and/or the Services
and descriptions of all online and offline marketing activities related to the Services,
in a format acceptable to Saveology, in its reasonable discretion;
Affiliate shall be responsible for and pay all expenses incurred by Affiliate in
the performance of its duties under this Agreement, including, without limitation,
expenses in connection with the solicitation of prospective Customers and the operation
of Affiliate’s business;
Affiliate shall use only promotional materials supplied, or otherwise approved in
advance, by Saveology and/or the applicable Service Providers for purposes of promoting
the Services;
Affiliate shall comply fully with any and all Saveology guidelines, directives,
policies, practices, rules and/or procedures;
Affiliate shall, at all times, provide Saveology with accurate, current and complete
contact and account information, including tax identification number(s); and
Affiliate shall be responsible for any use or misuse of any Approved Links or other
Tracking Mechanism, whether or not such access or use has been authorized by Affiliate
and whether or not such person or entity is Affiliate’s employee or agent. Affiliate
shall (i) immediately notify Saveology of any unauthorized use thereof, or any other
breach of security. Saveology will not be responsible or liable for any loss or
damage arising from Affiliate’s failure to comply with this provision.
Prohibited Actions. Affiliate shall not take any of the following actions:
Enter into any contract with, invoice, or accept or collect any fees or other payments
from, Customers or prospective Customers with respect to the Services;
Make any promises, representations or warranties on behalf of Saveology, its affiliates, or the Service Providers with respect to the Services;
Incur any expense or obligation in the name of Saveology;
Use Saveology’s or its affiliates’ or Service Providers’ names, trade names, trademarks, or logos in connection with its business other than in the manner expressly authorized in this Agreement;
Engage in any “black hat” search engine optimization tactics that degrade the relevance of web search results on search engines, including, without limitation, keyword stuffing, hidden text and links, doorway and cloaked pages, and link farming;
Insert its own or a third party’s advertising, branding or other promotional content into any of the Program Sites’ content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes;
Attempt to gain unauthorized access to other computer systems through the Program Site(s);
Engage in “spidering”, “screen scraping,” “database scraping,” harvesting of catalogue information, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of catalogue items or information, users or other information from or through the Program Site(s), including without limitation any information residing on any server or database connected to the Program Site(s);
Use the Program Site(s) in any manner with the intent to interrupt, damage, disable, overburden, or impair the Program Site(s) or interfere with any other party’s use and enjoyment of the Program Site(s), including, without limitation, sending mass unsolicited messages or “flooding” servers with requests or the use of spyware or similar programs that materially interferes with the Program Site(s);
Use the Program Site(s) in violation of Saveology’s or any third party’s intellectual property or other proprietary or legal rights or in violation of any applicable law;
Copy, sell, rent, lease, license, sublicense, grant any rights in, transfer, distribute, time-share or otherwise assign to any third party any rights to or use of the Program Site(s); or
Use the Program Site(s) in any manner not expressly authorized by this Agreement.
Affiliate further agrees that Affiliate may not attempt (or encourage or support anyone else’s attempt) to engage in any of the foregoing prohibited activities. Any violation of this Section is subject to punitive actions by Saveology, including but not limited to: suspension of the Affiliate’s account; termination of Affiliate’s account; and withholding or forfeiture of Commission payments.
Exclusivity. Affiliate shall not participate in any other affiliate networks or other types of relationships with parties that offer the same Services as those offered through the Program, nor shall Affiliate send any leads or referrals for the Services to any party other than Saveology.
Customers. We and/or the applicable Service Providers will be responsible for processing and approving every Service order placed by a Customer who either follows Approved Links from the Affiliate Site to Program Site(s) or uses an authorized toll-free telephone number or other means to transmit orders to Saveology. As between Affiliate and Saveology, Customers who purchase Services through the Program will be deemed to be customers of Saveology and its affiliates and/or the applicable Service Providers. Affiliate acknowledges and agrees that we have the right to reject any Customer order at any time and in our sole discretion and Affiliate shall not be entitled to Commissions for any such rejected sale. Affiliate further acknowledges that, by participating in the Program, we may receive information from or about visitors to the Affiliate Site or communications between the Affiliate Site and such visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use and disclosure of any and all such information, consistent with Saveology’s policies and procedures.
Use of the Program Site(s). Without limitation to the terms and conditions of this Agreement, Affiliate’s use of the Program Site(s), if any, shall be governed by the applicable Program Site’s terms of use.
Operation of the Affiliate Site. Affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate Site and for all materials that appear on the Affiliate Site. For example, Affiliate will be solely responsible for: (i) the technical operation of the Affiliate Site and all related equipment; (ii) posting Approved Links on the Affiliate Site; (iii) the accuracy and appropriateness of materials posted on the Affiliate Site (including, among other things, all Service-related materials); (iv) ensuring that materials posted on the Affiliate Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal, proprietary or intellectual property rights); (v) ensuring that materials posted on the Affiliate Site are not libelous, discriminatory, defamatory, obscene or otherwise illegal (Saveology expressly disclaims all liability for these matters); and (vi) ensuring that the Affiliate Site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store and disclose data collected from visitors. Affiliate expressly acknowledges that domain masking is strictly prohibited. Further, by participating in the Program, Affiliate expressly agrees that it will indemnify and hold Saveology and its affiliates harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and content of the Affiliate Site. Saveology reserves the right to request that Affiliate remove any content from the Affiliate Site and/or to terminate Affiliate’s participation in the Program if Saveology, in its sole discretion, determines that any of the content on the Affiliate Site is objectionable. Notwithstanding anything in this Section, we reserve the right, in our sole discretion, to require Affiliates to use a “white label” site “powered by” Saveology and embedded in the Affiliate Site, to which Affiliate will direct potential Customers.
Records and Inspection. Affiliate shall maintain detailed, accurate and thorough records of all transactions and activities relating to the Program, including, without limitation, all promotions of the Services. All records maintained by Affiliate relating to the Program will be made available to Saveology promptly upon request.
Commissions.
Affiliate shall be compensated by Saveology solely on the basis of the number of Affiliate’s Referral Sales and/or Moving Leads, as recorded by the Tracking Mechanisms, and Affiliate’s compensation shall bear no relationship whatsoever to the number of hours expended by Affiliate in performing any activities under this Agreement or the costs of marketing initiatives Affiliate has undertaken in connection with this Agreement. The payment of any Commissions to Affiliate shall be subject to all of the terms and conditions of this Agreement and shall be at the rates set forth in the Commission schedules made available to Affiliate upon acceptance into the Program. The standard Commission schedules for all Referral Sales, which are available on the Saveology Site, may be amended via addenda sent to Affiliate. In addition, if Affiliate has been approved to receive Commissions for Moving Leads, Affiliate will be sent a separate Moving Leads Commission schedule detailing Affiliate’s compensation for that program only. We reserve the right to supplement or amend any rules or policies, including any Commission schedules, at any time; and we will notify Affiliate of all changes to the Commission programs via postal mail and/or e-mail in advance of such changes.
Commissions will accrue for Referral Sales once such sale has been approved by Saveology and/or the applicable Service Providers, and provided that the Customer’s service account remains in good standing for 90 days after such approval. Commissions for Moving Leads will accrue once Saveology has been compensated by the applicable Moving Partner for such Moving Lead.
Saveology will pay Commissions for each Referral Sale and/or Moving Lead (solely to the extent accrued in accordance with the terms of this Agreement and any additional terms that are a part of the Commission schedules) on a monthly basis. Within thirty (30) days following the end of each month, Saveology will mail Affiliate a check, or arrange for direct deposit to Affiliate’s bank account, as applicable, for the Commissions Saveology deems Affiliate to have earned during that month, less any applicable taxes. However, if the Commissions payable for any month are less than $100.00, Saveology may withhold those fees until the total amount due to Affiliate is at least $100.00. YOU ACKNOWLEDGE AND AGREE THAT OUR DETERMINATION OF COMMISSIONS EARNED (IF ANY) WILL BE FINAL AND BINDING AND NOT SUBJECT TO APPEAL, AUDIT OR OTHER DISPUTE RESOLUTION.
c) We are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents, but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
Marketing.
Subject to Section 12(c), in addition to the use of Approved Links, Affiliate may promote the Services offered in connection with the Program by: (i) placing banner advertisements on the Affiliate Site; (ii) employing pay-per-click (“PPC”) search advertisements (provided that Affiliate may not link directly or use script redirects to a Program Site in connection with any PPC-search functions and may not use Saveology’s or any of its affiliates’ or Service Providers’ domain names in the display URL); (iii) using permissible domain names or key word selections for search advertising; (iv) engaging in e-mail marketing (subject to the limitations set forth below); (v) using a “white label” site “powered by” Saveology and embedded in the Affiliate Site; or (vi) using additional types of marketing, including newsletters, classified advertisements, word-of-mouth, or print advertisements. Marketing restrictions may vary according to the rules of the applicable Service Providers and are subject to change at any time. In the event Saveology and/or the applicable Service Provider objects to any promotion or method used by Affiliate to promote the Services, Affiliate will immediately cease such promotion and/or method upon receipt of notice thereof from Saveology.
Affiliate may not register or seek to acquire trademarks or service marks, domain names, or trade names related to Saveology trademarks and service marks, including but not limited to Saveology, SatelliteSales.com, BestDealSatellite.com, Satellite Sales, Best Deal Satellite, Elephant Group, Inc., SaveologyNetwork.com, Saveology.com, BuyComcast.com, BuyCharter.com, BuyTimeWarner.com, and BuyADT.com, 4-Dish.com, BuyVonage.com, BuyTimeWarnerCable.com, BuyATT.com, BuyVerizon.com. Furthermore, Affiliate acknowledges that it shall not register or seek to acquire trademarks or service marks, domain names, or trade names related to Service Providers’ trademarks and service marks and shall not use Service Providers’ trademarks, service marks, trade names and brand names in its promotions without Saveology’s and/or the applicable Service Providers’ prior written consent in each instance.
Saveology and/or the applicable Service Providers must provide prior written consent for all marketing initiatives and promotional materials related to the Services, Saveology, or the Service Providers, including any proposed modifications to any promotional materials supplied by Saveology and/or the Service Providers that Affiliate proposes to use in connection with its rights and obligations under this Agreement.
Affiliate’s marketing activities shall comply with all applicable laws, rules and regulations.
Affiliate is strictly prohibited from any marketing campaigns via outbound phone solicitation (cold calling). Violation of this Section will result in immediate termination, without notice, of this Agreement and forfeiture of any accrued Commissions.
Saveology in no way participates in mass, unsolicited e-mailing (i.e. spamming). In the event that Affiliate will use e-mail to promote its Site and the Services of the Service Providers pursuant to this Agreement, Affiliate shall do so only in accordance with all applicable laws (including CAN-SPAM). In addition, the “From” line in any such e-mail will not contain the words “Saveology” and Affiliate shall not send such e-mails on behalf of Saveology. Valid spamming complaints will result in the immediate termination of this Agreement and forfeiture of any accrued Commissions.
Proprietary Rights. Saveology hereby grants to Affiliate a non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, limited license to use, copy and display (i) such trademarks, service marks, trade names, slogans, logos, designs, and other similar means of distinction associated with the business of Saveology and its affiliates (“Saveology Trademarks”) and (ii) any promotional or other material related to the Services, Saveology or the Service Providers supplied, or approved in advance, by Saveology and/or the Service Providers as provided hereunder, only in the manner and for the purpose authorized in writing by Saveology and/or the applicable Service Providers, only during the term of this Agreement and solely as necessary to market, promote and sell the Services to prospective Customers in accordance with this Agreement. Saveology reserves the right to add to, change, or discontinue the use of any Saveology Trademark or Saveology promotional material, on a selective or general basis, at any time. Affiliate shall not use any Saveology promotional material or Saveology Trademarks in any corporate, partnership, or business name without Saveology’s prior written consent. In addition, Affiliate shall not use any trademarks, service marks, trade names, slogans, logos, designs, and other similar means of distinction associated with the business of any Service Provider without Saveology’s and/or the applicable Service Providers’ prior written consent. Except for the license granted in this Section, Affiliate does not obtain any rights under this Agreement to intellectual property belonging to Saveology, its affiliates or the Service Providers.
Term.
a) The term of this Agreement shall be one (1) year, commencing upon our acceptance of your Program application and will renew for successive one (1) year terms, unless terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination or expiration of this Agreement, Affiliate shall promptly (i) return or destroy all data, abstracts, notes, memoranda, and other documents, in any medium whatsoever, containing any confidential information of or pertaining to Saveology, and all copies, descriptions, summaries and analyses of any such confidential information, and (ii) cease all use of the Program Site(s), Tracking Mechanisms (including any Approved Links), Saveology Trademarks, Saveology’s confidential information and promotional material, and shall provide Saveology with a certificate certifying compliance with the requirements set forth above promptly upon request. You are eligible to earn Commissions only on purchases of Services and/or Moving Leads that occur during the term. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
b) Sections 10, 14, 15, 19, 20, 21, 22, 23, 24, 25, and 27 shall survive the termination of this Agreement.
Confidentiality. Affiliate acknowledges that from time to time Saveology may disclose confidential and/or proprietary and non-public information to Affiliate, including but not limited to marketing and product plans, business plans, techniques, sales data, designs, ideas and technical or financial and other information. Affiliate agrees that it shall not disclose any confidential or proprietary information belonging to Saveology, or use such information other than to perform its obligations hereunder or to exercise its express rights under this Agreement, and shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential and proprietary information or its own information of like character and importance, but in no event less than reasonable care, to protect such confidential and proprietary information. The confidentiality obligations set forth herein shall survive the expiration or termination of this Agreement. Confidential information shall not include information which (a) is or becomes generally known to the public through no act or omission of the receiving party; (b) was in Affiliate’s possession prior to the disclosure hereunder without an obligation of confidentiality, (c) is disclosed to Affiliate by a third party not under an obligation of confidentiality, or (d) was independently developed by Affiliate.
Modification. Saveology may modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion. Affiliate will be notified of any such change by e-mail or via a change notice or a new agreement posted on the Saveology Site. In such event, this Agreement shall be deemed to have been amended as of the date of such e-mail or posting of such change on the Saveology Site, as the case may be. Modifications may include, for example, changes in the scope of available Commissions, fee schedules, payment procedures, and Program rules. YOU WILL BE ASKED TO ACCEPT ALL MODIFICATIONS TO THIS AGREEMENT THE FIRST TIME YOU SIGN ON TO THE SAVEOLOGY SITE AFTER SUCH MODIFICATION WAS MADE. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DECLINE TO ACCEPT THE MODIFICATION AND IMMEDIATELY TERMINATE THIS AGREEMENT. This Agreement was last modified on July 10, 2009.
Relationship of the Parties. Affiliate and Saveology are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on our behalf. Affiliate will not make any statement or take any other action or fail to take any action that might imply anything to the contrary.
Public Statements. Affiliate agrees that Saveology may identify Affiliate as a participant in the Program as long as Affiliate participates in the Program. Saveology may make this identification orally, in writing or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Program. Affiliate may not issue any press release or public announcement, distribute any marketing or promotional materials or otherwise make any public communications regarding its participation in the Program without Saveology’s prior written consent, which consent shall be in its sole discretion.
Covenants, Representations and Warranties and Disclaimer of Warranties
Mutual Covenants, Representations and Warranties. The parties each covenant, represent and warrant that (i) it has all necessary rights and authority to enter into this Agreement and perform its obligations hereunder and (ii) it shall comply with all applicable laws, rules and regulations.
Affiliate Covenants, Representations, and Warranties. Affiliate covenants, represents and warrants that (i) nothing contained in this Agreement or in the performance of this Agreement shall place Affiliate in breach of any obligation or other agreement to which Affiliate is a party or has an interest, or in violation of any law, rule or regulation; (ii) the services performed by Affiliate hereunder shall be conducted in a professional and competent manner using qualified personnel, consistent with generally accepted industry standards and in accordance with all applicable federal, state and local laws, regulations and ordinances and all Saveology guidelines, directives, policies, practice, rules or procedures disclosed to Affiliate; (iii) if an individual, Affiliate is at least 18 years old; and (iv) if an organization, this Agreement was entered into by an individual authorized to act on behalf of such organization.
Except as set forth IN THIS AGREEMENT, Saveology makes no express or implied warranties or representations, including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing or trade usage. NO REPRESENTATION OR AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO, STATEMENTS REGARDING SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY SAVEOLOGY’S EMPLOYEES OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY SAVEOLOGY OR ITS AFFILIATES FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF SAVEOLOGY OR ITS AFFILIATES. Saveology makes no representation or warranty that affiliate will receive any Commissions. In addition, Saveology makes no representation that the operation of the Program Site(S) will be uninterrupted or error-free, and Saveology will not be liable for the consequences of any interruptions or errors.
Indemnification. Affiliate shall indemnify and hold harmless Saveology and its affiliates and the Service Providers from and against all third party claims, costs, liabilities, judgments, expenses, and damages (including amounts paid in settlement and reasonable attorneys’ fees) as a direct or indirect result of: (i) Affiliate’s breach of any of the terms of this Agreement; (ii) Affiliate’s misrepresentation, fraud, or negligence with respect to any Customer, prospective Customer, the Program or the Services; (iii) Affiliate’s discharge or termination of any of its own employees; (iv) the alleged existence of any employer/employee relationship between Saveology or a Service Provider and Affiliate or its personnel (including, without limitation, the claim of any such employee to participate in any benefit plans or programs of Saveology or a Service Provider); (v) any claim under any labor, employment, employee benefit or other laws to the extent arising out of any action or inaction of Affiliate or any of its employees, representatives or agents; (vi) any re-characterization of Affiliate employees or personnel as employees of Saveology or a Service Provider, including but not limited to any liability for premiums, contributions, or taxes payable under any workers’ compensation, unemployment compensation, disability benefit, retirement benefit, or tax withholding; and (vii) any amounts including, without limitation, taxes, interest and penalties assessed against Saveology that are obligations of Affiliate.
Limitation of Liability. IN NO EVENT WILL SAVEOLOGY be liable for indirect, special, or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Program, even if IT haS been advised of the possibility of such damages. Further, SAVEOLOGY’S aggregate liability arising from this Agreement and the Program shall not exceed the UNDISPUTED AMOUNTS, IF ANY, DUE AND OWING to AFFILIATE under this Agreement DURING THE MONTH IN WHICH THE CLAIM IN QUESTION ACCRUED.
Remedies. In the event of any breach by Affiliate of this Agreement, the resulting injuries to Saveology and its affiliates would be difficult or impossible to estimate accurately, but it is certain that injury or damages will result to the business of Saveology and its affiliates. Affiliate therefore agrees that, in the event of any such breach, Saveology and its affiliates shall be entitled, in addition to any available legal or equitable remedies for damages, to an injunction to restrain the violation or anticipated violation thereof. Should Saveology and its affiliates have any basis to seek such legal or equitable action, Affiliate shall pay any and all attorney fees and court costs that Saveology and its affiliates may incur. Saveology’s and its affiliates’ rights under this Section shall be in addition to every other remedy (equitable, statutory, legal, or contractual) to which Saveology and its affiliates may be entitled.
Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT INQUIRIES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Notice. Any notice required or permitted to be delivered to Saveology hereunder shall be in writing and delivered either personally to Saveology, or by mailing such notice by certified or registered mail, Return Receipt Requested, Postage Prepaid, or sending it via Federal Express or other nationally-recognized overnight air courier to the address listed below, or to such other address and/or person as Saveology may later designate in writing. You consent to receive all notices required or permitted to be delivered to you electronically, and you represent that you have the ability to retain such electronic communications. Notice shall be deemed given upon the date of receipt or attempted delivery, if delivery is refused, if personally delivered, if delivered by messenger or overnight delivery service, or if delivered electronically; or three (3) days following the deposit thereof with the U.S. postal service, if mailed:
Saveology.com™ LLC
Attn: Legal Department
3303 West Commercial Blvd.
Ft. Lauderdale, Florida 33309
Choice of Law; Dispute Resolution. This Agreement will be governed by the laws of the State of Florida, without reference to rules governing choice of laws. Any civil action, claim, dispute or proceeding arising out of, or relating to, this Agreement shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association then in effect in Broward County, Florida. You and Saveology shall select the arbitrator, and if you and Saveology are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then the American Arbitration Association shall select the arbitrator. Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon you and Saveology, and both of your respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction. This Section shall not in any way limit Saveoloy’s right to seek injunctive or other appropriate relief in any state or federal court in the State of Florida or any other court of competent jurisdiction (and you consent to non-exclusive jurisdiction and venue in such courts) in accordance with Section 22.
Insurance. Affiliate certifies that it maintains liability and workers’ compensation (if applicable) insurance and that such insurance is, and during the term hereof, will remain in full force and effect and that the premiums in respect hereof have been paid in full. At all times while performing services hereunder, Affiliate shall carry, at a minimum and at its own expense, (a) Worker’s Compensation and Occupational Diseases insurance in accordance with the laws of the governing bodies having jurisdiction as well as Employer’s Liability with a limit of the least $1,000,000 per occurrence (if applicable), (b) commercial general liability insurance, including contractual liability coverage with limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, and (c) professional liability insurance with limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. All insurance coverage required under this Section will be with companies and on forms acceptable to Saveology, will be primary and not contributory, will name Saveology as an additional insured and will contain a waiver of subrogation with respect to the additional insured. Certificates of insurance evidencing satisfactory coverage as required under this Section will be furnished to Saveology upon request. Affiliate’s compliance with its insurance obligations under this Section will not limit Affiliate’s liability or performance of any obligations or duties under this Agreement.
Miscellaneous. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Each provision of this Agreement shall be considered severable and if, for any reason, any provision hereof is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation of any court or agency having valid jurisdiction, such shall not impair the operation or affect the remaining provisions of this Agreement; and the latter shall continue to be given full force and effect and bind the Parties hereto and such invalid provisions shall be deemed not to be a part of this Agreement.
Thank you for your interest in the Saveology.com™ LLC Affiliate Program.