USLF PARTNER TERMS
BY LINKING TO USLF AS A PARTNER YOU AGREE TO THESE TERMS:
airSlate Legal Forms, Inc. (aka USLegal)These terms and conditions of this Affiliate Agreement (the “Agreement”) describe the legal agreement between you and airSlate Legal Forms, Inc. aka US Legal Forms (the “Company”) that governs your marketing of individual forms from the Company’s database (“Forms”) on your website(s) specified in your application or any other document attached hereto (“Your Website”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority or if you do not agree with this Agreement, do not proceed and do not link to the Company’s websites. By submitting your application and/or execution of an affiliate agreement you agree to the bound by this Agreement. Agreement will not be effective until you receive email confirmation back from Company accepting you into the affiliate program.
(version date May 14, 2019)
(version date May 14, 2019)
1. Website Links. You agree to market Forms on Your Website solely as provided in this Agreement. You will only link to the Forms only in accordance with instructions on Company’s website at https://www.uslegalforms.com/partners/linking.htm or co-branded landing pages (either on Your Website or Company’s website) mutually approved by both parties. Parties agree to include “Powered by US Legal Forms” prominently on any such landing pages.
2. Visitor Tracking. Company will provide you with a unique code in order to track and record visitors originating from Your Website (“Visitors”). If allowed and not deleted by Visitor, Company will set cookies on the Visitor’s device in order to continue to track Visitor for up to 90 -days following their initial visit to Company’s website. It is your responsibility to monitor and inform Company of any suspected problems with the tracking of Visitors. Company will make good faith effort to accredit any resulting sales to you from Visitors but is not liable for any failures to do so resulting from problems in your setup, blocks/expirations of cookies, website outages or other system issues beyond Company’s control. For the purpose of calculating Referral Fees below, Visitors will exclude visitors to the Company’s website (a) who are not tracked due to aforementioned issues, (b) who do not purchase within 90 days of initial referral, (c) who previously visited Company website prior to your initial referral, or (d) who responded to Company’s PPC campaigns.
3. Program Restrictions. You agree that you will comply the following restrictions in marketing Forms. Company may immediately suspend or terminate this Agreement without liability to you, if, in the Company’s sole discretion, you violate the following restrictions:
3.1 No Redistribution. You will not post, sell, rent, lease, sublicense, redistribute, or syndicate access to the Forms.
3.2 No Spam. You will not post, host, or transmit unsolicited email, SMSs, or "spam" messages, including Commercial Electronic Marketing Messages as defined in US CAN SPAM Act.
3.3 No Circumvention. You will not: (a) access or use any information or functionality beyond what is permitted by the Company’s websites; (b) break or circumvent any of Company’s technical, administrative, process or security measures; or (c) disrupt or degrade the performance of the Company’s website.
3.4 Noncompete. You will not use your links or access to gather competitive information to compete with or for the benefit of a competitor of Company.
3.5 No Violation of Laws. You will not violate any applicable law or regulation, or rights of any person.
4. Use of Logos or Marks. Each party grants the other party nonexclusive, nontransferable, royalty-free, personal right and license to use the other party’s product names, logos, trademarks, domain names and/or service marks (“Marks”) solely for the purposes of this Agreement. Each party shall follow the published guidelines of the other party for such use of such names, marks, domain names and logos, including the use of all appropriate trademark and copyright notices accrediting the other party. Each party’s use of any of the other party’s logo or mark inures to the sole benefit of the other party. If, at any time, a party acquires any rights in, or trademark registrations or applications in any logo or domain name registrations of the other party, by operation of law or otherwise, the acquiring party shall immediately and at no expense to the other party assign such rights, registration or applications to the other party, along with any and all associated goodwill. You shall not adopt or use any product names, logos, trademarks, domain names and/or service marks that includes or is confusingly similar to, or a simulation or colorable imitation of, any Company’s product names, logos, trademarks, domain names and/or service marks.
5. Changes to Websites. Each party is responsible for its own websites. Although there can be no guarantees, each party will make reasonable efforts to ensure backwards compatibility of the website for the purposes herein. Parties will provide notices of significant changes to their website that impact such backwards compatibility.
6. Confidentiality. The parties may share confidential or proprietary information with each other, relating to its software, systems, content and business plans and operations, during, or prior to entering into, this Agreement (“Confidential Information”) that is either marked confidential or that the receiving party should reasonably know is confidential or proprietary given the circumstances. Confidential Information will not include any information which a party can demonstrate: (a) was previously known to the other party; (b) is or becomes publicly available, through no fault of such other party; (c) is disclosed to such other party by a third party having no obligation of confidentiality to the party which originated the Confidential Information; (d) is disclosed by its owner to any third party without obligation of confidentiality; or (e) is independently developed without reference to the Confidential Information. The receiving party of Confidential Information agrees to (i) protect the secrecy of and to avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own Confidential Information and in no event less than reasonable care, and (ii) use Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Upon termination or expiration of this Agreement, at either party's request the other party will return or destroy all written materials that contain any Confidential Information of the other party and will certify that has returned or destroyed such confidential information
7. No Ownership Transfer. Each party retains all right, title, and interest in and to their websites, content and services and the copyrights, patents, trademarks, trade secrets, know-how and other proprietary rights therein. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest in the intellectual property of the other, including derivative works thereof.
8. Referral Fees and Payment.
8.1 Referral Fees. In consideration for referring Visitors, Company will pay you a “Referral Fee” equal to the percentage of the Net Cash Payments from the sale of Forms to a Visitor as specified at https://www.uslegalforms.com/partners/faq.htm, where “Net Cash Payment” is the cash collected from an initial sale of Forms to a Visitor, excluding credit card processing fees, shipping & handling, taxes, professional service fees, and consignment fees to third party suppliers of Forms. You will not receive a Referral Fees for sale of third-party products or services advertised on site (such as textbooks, office supplies, etc), subscription sales, or subsequent sales of Forms to the Visitor after your tracking expires You will not receive payment for document review and/or completion, if available. You acknowledge and agree that Company, in its sole discretion, shall set the prices for the Forms.
8.2 Payments. Company shall collect all payments for sale of Forms. Referral Fees shall be paid to you by Company to you by mail or electronically (at Company’s election) on or before the 15th day of each month following the calendar month end in which the respective sales are completed. If your outstanding amount owed to you is less than $50, then Referral Fees owed for that month will not be paid that month but credited to your account balance and paid once your balance exceeds $50 minimum.
8.3 Reporting. Company will provide you with a website to view sales of Forms to Visitors. This website will report gross sales amount prior to any exclusions in the Net Cash Payment calculation mentioned in Section 11.1 above.
8.4 Disputes. If you reasonably dispute the payment of Referral Fees in excess of $100, then you shall provide written notice of such dispute to email@example.com no later than 30 days following the date of the disputed payment and such notice shall include a summary of the dispute to allow Company to review and investigate the dispute. Company will investigate such dispute and provide a written response within a reasonable period of time, and, if applicable, credit any amounts due in the next scheduled payment. In the event of any dispute on the amount or payment of the Referral Fees, the Company’s decision is final so as long as it acted in good faith to fairly resolve the dispute.
9. Term. This Agreement will become effective on date accepted by Company and continue until terminated by either party. Either party may terminate this Agreement for any reason or no reason with 10-days prior notice via e-mail. This Agreement may be terminated immediately (a) by either party if other party terminates, suspend or enters bankruptcy/insolvency proceedings, (b) by Company if you violate restrictions in Section 3, or (c) by Company if there are no sales to your Visitors for a consecutive period of 90 days. Upon termination, you will immediately remove links to Company’s websites and delete any Company marks, forms and content on Your Website or in your possession. Company will pay you any unpaid Referral Fees earned prior to the termination date in accordance with Section 8. Sections 6 (“Confidentiality”), 7 (“Ownership”), 8 (“Fees”), 9 (“Term and Termination”), 10 (“Disclaimer of Warranties; Limitation of Liability”), 11 (“Dispute Resolution”), and 12 (“General”) shall survive termination of this Agreement.
10. Disclaimer of Warranties; Limitation of Liability
10.1 NO WARRANTIES. COMPANY’S WEBSITES, FORMS, OTHER CONTENT (“COMPANY CONTENT”) AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT THE COMPANY CONTENT OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THEIR USE.
YOU ACKNOWLEDGE THAT THE COMPANY CONTENT INCLUDES LEGAL INFORMATION AND SELF-HELP TOOLS THAT SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL, OR FINANCIAL DECISIONS. USERS OF COMPANY CONTENT SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO THEIR SITUATION. COMPANY CONTENT RELATED TO LEGAL MATTERS IS PROVIDED FOR USERS PRIVATE USE AND DOES NOT CONSTITUTE LEGAL ADVICE. COMPANY DOES NOT REVIEW ANY INFORMATION USERS PROVIDE FOR LEGAL ACCURACY OR SUFFICIENCY, DRAW LEGAL CONCLUSIONS, PROVIDE OPINIONS ABOUT USERS SELECTION OF FORMS, OR APPLY THE LAW TO THE FACTS OF USER’S SITUATION
IF A USER NEEDS LEGAL ADVICE FOR A SPECIFIC PROBLEM, USER SHOULD CONSULT WITH A LICENSED ATTORNEY. NEITHER COMPANY NOR ANY INFORMATION PROVIDED BY COMPANY IS A SUBSTITUTE FOR LEGAL ADVICE FROM A QUALIFIED ATTORNEY LICENSED TO PRACTICE IN AN APPROPRIATE JURISDICTION.
13.2 LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
11. Dispute Resolution
11.1 Choice of Law. The Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to that body of law controlling conflicts of law. In the event that arbitration of a dispute or claim is not deemed applicable or enforceable, the parties agree to submit to the jurisdiction of the federal and state courts located in Suffolk County, Commonwealth of Massachusetts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.
11.2 Mandatory Arbitration. IN THE EVENT OF A DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR TO COMPANY, THE COMPLAINING PARTY SHALL NOTIFY THE OTHER PARTY IN WRITING THEREOF. WITHIN THIRTY (30) DAYS OF SUCH NOTICE, BOTH PARTIES SHALL MEET AT AN AGREED LOCATION IN BOSTON, MASSACHUSETTS OR VIA PHONE CONFERENCE OR OTHER PHONE OR INTERNET SERVICE TO ATTEMPT TO RESOLVE THE DISPUTE IN GOOD FAITH. SHOULD THE DISPUTE NOT BE RESOLVED WITHIN THIRTY (30) DAYS AFTER SUCH NOTICE, THE COMPLAINING PARTY SHALL SEEK REMEDIES EXCLUSIVELY THROUGH ARBITRATION, IN BOSTON MASSACHUSETTS AND IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT TO THE EXTENT APPLICABLE. THE DEMAND FOR ARBITRATION SHALL BE MADE WITHIN A REASONABLE TIME AFTER THE CLAIM, DISPUTE OR OTHER MATTER IN QUESTION HAS ARISEN, AND IN NO EVENT SHALL IT BE MADE AFTER THE MASSACHUSETTS STATUTE OF LIMITATION FOR THE AFORMENTIONED CLAIMS HAS LAPSED. EACH PARTY SHALL BEAR ITS OWN COSTS AND FEES FOR THE ARBITRATION. THE ARBITRATORS' AWARD SHALL BE THE SOLE AND EXCLUSIVE REMEDY BETWEEN THE PARTIES.
11.3 Waiver of Right to Join a Class. ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED ON A COLLECTIVE OR CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS (“CLASS ACTION WAIVER”). CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES. THIS WAIVER OF JURY TRIAL SHALL REMAIN IN EFFECT EVEN IF THE CLASS ACTION WAIVER IS LIMITED, VOIDED OR FOUND UNENFORCEABLE.
12.1 Entire Agreement. This Agreement along with your application, Company’s website pages referenced herein and any documents executed by both parties represents the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to this subject matter.
12.2 Modifications. Company may from time to time modify this Agreement. Company will post notices of any such changes on the Company’s Website. Changes shall become effective 10 days after posting or earlier if required by law. If you do not accept these changes, then you may terminate this Agreement.
12.3 Relationship. The Agreement is non-exclusive and does not establish the parties as business partners or agents of the other, and neither party has the right to bind the other on any third-party agreement.
12.4 Waivers. Each party may enforce each of its respective rights under the Agreement even if the party has waived the right or delayed or failed to enforce the same or other rights in the past. All waivers must be in writing and signed by the party waiving its rights.
12.5 Enforceability. If any part of the Agreement is found unenforceable by a court of competent jurisdiction, the rest of the Agreement will nonetheless continue in effect, and both parties agree that the unenforceable provisions will be modified so as to best accomplish the objectives of the Agreement within the limits of applicable law. To the extent permitted by applicable law, both parties rights and remedies provided herein are cumulative and in addition to any other rights and remedies at law or equity.
12.6 Assignment. Neither party may assign any of its rights or obligations hereunder, except in connection with a merger or acquisition. The Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.
12.7 Captions. The captions in the Agreement are for convenience only and are not part of the Agreement.
12.8 Notices. Both parties agree that any notices, agreements, disclosures or other communications that the other party sends to it electronically will satisfy any legal communication requirements, including that such communications be in writing, provided that any communication to you is sent to the email address provided on your account and that any communication to Company is send to firstname.lastname@example.org.
END OF TERMS
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