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Before you can become an Agency Partner, you must read and agree to the following terms and conditions:
THIS IS AN AGREEMENT BETWEEN
Expinion.net ('Expinion.net') AND YOU ('you' or 'Agency Partner')
Where for each customer referral first made by the Agency Party, and that results in an Expinion.net application license sale being made at the Expinion.net website, will be granted a commission as outlined below.
The Agency Partner is not an employee of Expinion.net, and is not entitled to any benefits that employment with Expinion.net would normally include.
Expinion.net will not be held liable or accountable for the actions of an individual or company that is acting as an Expinion.net Agency Partner.
(More details below.)
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The Agency Partner will provide:
· A highly visible spot on their site, where the link may be posted. (See detail below.)
· Professional and legal site content, which will not harm the reputation of Expinion.net. (This content may not include Adult Only material, and is subject to the approval of Expinion.net staff. If Expinion.net staff at any time deems the site content to be harmful to the image of Expinion.net, this agreement may be terminated immediately and without notice.)
Expinion.net will provide to the Agency Partner:
· A logo or other picture to be used as a link to Expinion.net, for the purposes of tracking sales referred by the Agency Partner. (Described below, and subject to the restrictions below.)
· A commission for sales determined to be resulting directly from the link provided, when this link provided the first visit by that client. (See detail below, and subject to the restrictions below.)
Expinion.net will provide to each license holder (client referred by Agency Partner):
· The license to use the software code designed and owned by Expinion.net, for each purchased application license.
· A copy of the code designed and owned by Expinion.net.
· Support for said software application.
· Documentation where available.
· The financial system, whereby Expinion.net. will handle the sale itself and any accounts receivable; and tracking of Agent Sales may be monitored and viewed by the Agent.
Please read the terms of the Expinion.net Agency Agreement, as described below. If you agree with the agreement terms, click on the 'I Agree' button. Next, you will be asked to complete the Expinion.net Agency Application. You will be provided with a few linking options which may be posted on your site. Any business you refer to Expinion.net will be compensated as outlined below.
Thank you for your interest in Expinion.net’s Agency Agreement.
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TERMS
You agree to the following terms and conditions in order to use Expinion.net’s logo on your site:
1. LICENSE.
Subject to the terms and conditions of this contract, Expinion.net hereby grants to the Agency Partner a limited, non-exclusive, non-transferable license to use the Expinion.net advertising materials provided to Agency Partner by Expinion.net (if any) (the 'Expinion.net Materials'), and to use the Expinion.net trademarks, service marks and logos set forth therein, or as otherwise specified in writing by Expinion.net (collectively the 'Expinion.net Marks'), for the sole purpose of linking or directing visitors to the appropriate Expinion.net page.
The Agency Partner shall use only the most current Expinion.net Materials, as may be provided by Expinion.net from time to time.
· 1.1 Agency Partner shall not form any combination marks with Expinion.net Materials.
· 1.2 Agency Partner hereby admits and recognizes Expinion.net's exclusive ownership of Expinion.net's Materials and the renown of such Materials worldwide.
· 1.3 Agency Partner agrees not to take any action inconsistent with Expinion.net's ownership of Expinion.net's Materials and agrees that any benefits accruing from use of such Materials shall automatically vest in Expinion.net.
· 1.4 Agency Partner may not modify for public display any Expinion.net Materials, logos or marks, except upon receiving Expinion.net's prior written approval.
· 1.5 Agency Partner may not sublicense, resell, assign or transfer any of its rights hereunder, without the prior written approval of Expinion.net, such approval to not be unreasonably withheld. Any attempt to resell, assign or transfer such rights without such approval is void and shall, at Expinion.net's election, result in immediate termination of this contract, without liability to Expinion.net.
· 1.6 All rights not expressly granted hereunder are reserved to Expinion.net.
2. PAYMENT.
Agency Partner can earn commission, under the following conditions:
You will earn a commission as outlined above, of 10% of the net value of the application license purchase (not including service contracts or installation fees), when you provide the first referral of a client who, within 3 months of your referral, purchases one or more application licenses.
· 2.1 In order to qualify for a referral payment, the client you refer must not cancel their order due to incompatible hosting or for any other reason. As a result, commission payment will be delayed until 30 days after payment from the client has been received.
· 2.2 All accounts are subject to the terms of our cancellation policy listed under the terms and conditions of Expinion.net.com. There is no commission paid on any additional service contracts, installation fees, or further software license sales that may later be incurred by that client, unless they revisited Expinion through your link.
· 2.3 Expinion.net will not issue a commission check for less than $50. You must earn $50 or more, in order to receive a commission check from Expinion.net. If you have not qualified for a commission check after 180 days, you will be issued a check in the amount you have earned up to that point.
3. RESTRICTIONS.
You may use the Materials only as an active hypertext link to (as applicable) the Expinion.net website or appropriate Expinion.net website page.
· 3.1 The Materials may not link to any other page. You may not frame the Expinion.net site, cause the link to create a new browser window (unless such window occupies 100% of the user's screen and appears above all other browser windows), or otherwise cause users to display the Expinion.net site in a distorted fashion.
· 3.2 You may display the Materials only in the form and at the size Expinion.net provides to you. You may not modify or alter the Materials in any way, including size, proportions, colors, elements, type or in any other respect. You may not animate, morph or otherwise distort the Materials' perspective or dimensional appearance, nor may you use screen shots of your pages (to the extent that the Materials appears in the screen shot) in any other medium. If Expinion.net provides you with a substitute version of the Materials, you shall replace the Materials as soon as reasonably possible.
· 3.3 The Materials shall be surrounded by a reasonable amount of empty space, and you may not use the Materials in conjunction with other logos or marks in a way that would create a combination mark. You may not use the Materials in a way that suggests that Expinion.net endorses or sponsors your site. The Materials may not appear larger or more prominently than other branding on the page on which it is displayed.
· 3.4 You may not use the Materials in any way that tarnishes, blurs or dilutes the quality of the Expinion.net trademarks or any associated goodwill. Without limiting the foregoing, you shall not display the Materials on any pages that contain infringing or illegal content or links.
· 3.5 Expinion.net logos or trademarks may not be used on any site with adult content.
· 3.6 You acknowledge Expinion.net's sole and exclusive ownership of the Materials, and you shall not take any action inconsistent with such ownership, such as adopting, using, registering, or attempting to register any logo or trademark confusingly similar to the Materials. All use of or goodwill associated with the Materials shall accrue to Expinion.net's benefit.
· 3.7 You may not use the Materials in any manner not expressly authorized under this Agreement.
4. REPRESENTATIONS.
Agency Partner represents and warrants that:
· 4.1 All Expinion.net advertisements and links shall be displayed in accordance with this contract and in a professional and tasteful manner and shall not be used to endorse, or imply the endorsement of the Agency Partner's or any third party's products or services;
· 4.2 The Agency Partner shall at all times comply with all laws and regulations applicable to its site and its performance under this contract.
· 4.3 All materials posted on the Agency Partner's site do not violate or infringe upon the rights of any third party, are not libelous or otherwise illegal.
· 4.4 This Agreement has been duly and validly executed and delivered to you and constitutes the legal, valid and binding obligation of you, enforceable against you in accordance with its terms.
· 4.5 You are duly organized, validly existing and in good standing under the laws of your country or state of organization and have full power and authority to execute, deliver and perform this Agreement.
· 4.6 In the event of the Agency Partner's breach of any warranty or representation set forth in this Section, Expinion.net may terminate this contract, without liability of any kind, upon providing the Agency Partner with five (5) days written notice and opportunity to cure.
· 4.7 Agency Partner shall indemnify and hold harmless Expinion.net against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by Expinion.net and/or its Agency Partners in connection with any claims arising out of the publication of the Expinion.net advertisements, and/or the Agency Partners use of the Expinion.net materials provided hereunder.
5. INDEMNIFICATION.
· 5.1 In the event of Agency Partner's breach of any warranty or representation set forth in Section 4, Expinion.net may terminate this contract, without liability of any kind, upon providing Agency Partner with five (5) days written notice and opportunity to cure.
· 5.2 Agency Partner shall indemnify and hold harmless Expinion.net against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by Expinion.net and/or its Agency Partners in connection with any claims arising out of the publication of the Expinion.net advertisements, and/or the Agency Partner's use of the Expinion.net materials provided hereunder.
6. TERMINATION.
· 6.1 Expinion.net may terminate this Agreement or the trademark license at any time for any reason or no reason.
· 6.2 You may terminate this Agreement at any time for any reason or no reason.
· 6.3 This Agreement and your license automatically terminates if you breach any provision of this Agreement.
· 6.4 In the event of termination, (a) you shall immediately remove the Materials from your site, and (b) Sections 3-7 shall survive.
7. NO WARRANTY.
· 7.1 ALL SOFTWARE APPLICATION CODE AND LOGOS ARE PROVIDED 'AS IS.'
· 7.2 Expinion.net DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
8. LIABILITY LIMITS.
Expinion.net DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
9. PUBLICITY.
· 9.1 Agency Partner shall not issue any press release nor make any public statement regarding this Agreement (including the terms and existence thereof) or the relationship of the parties without Expinion.net's prior written approval, which may be withheld in Expinion.net's sole discretion.
· 9.2 Nothing herein shall require Expinion.net to approve the issuance of a press release, nor obligate Expinion.net to participate in a press release with Agency Partner.
10. CONFIDENTIALITY.
· 10.1 The Agency Partner shall use their reasonable efforts to keep confidential the terms and conditions of the Agreement, and all information regarding the specific viewing of Expinion.net advertisements, the click-through rates of such advertisements and the demographics of viewers who click-through to an Expinion.net site.
· 10.2 The Agency Partner may not disclose the other party's confidential information and may not use such information except as required to perform under this contract.
· 10.3 The Agency Partner's breach of this confidentiality provision would cause Expinion.net irreparable harm and Expinion.net shall be entitled to appropriate injunctive relief in the event of such breach. However, the Agency Partner may use aggregate demographic information once stripped of any personal identifiable information.
11. ENTIRE AGREEMENT/AMENDMENT.
· 11.1 This Agreement contains the entire agreement between you and Expinion.net with respect to the Materials. However, this Agreement does not modify in any respect the Expinion.net Policies Statement.
· 11.2 This Agreement may be modified by Expinion.net at anytime without notice. If you do not agree with any change, you may terminate your license to the Materials.
12. GENERAL.
· 12.1 This Agreement shall be governed in all respects by the laws of the Province of Ontario as such laws are applied to agreements entered into and to be performed entirely within Ontario and between the residents of Ontario. Both parties submit to personal jurisdiction in these Canadian provinces and further agree that any cause of action arising under this Agreement shall be brought exclusively in a court in Ottawa, Ontario.
· 12.2 If performance hereunder is interfered with by any condition beyond a party's reasonable control, the affected party shall be excused from such performance to the extent of such condition. No agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement, and you may not make any commitment on Expinion.net's behalf.
· 12.3 If any provision of this Agreement is deemed illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
· 12.4 The waiver of a breach hereunder does not waive any other or subsequent breach.
· 12.5 Except as otherwise specified, any notices hereunder shall be in writing and delivered to:
(a) Expinion.net by sending notice via certified mail, return receipt requested (which shall be effective when signed for) to (Address).
(b) you by sending an email to your email address (which shall be effective when sent, and you consent to receiving such emails) or by sending notice via certified mail, return receipt requested (which shall be effective when signed for) to your mailing address.
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