Name and Trademark Licenses
This agreement includes our grant to you of non-exclusive, non-transferable, revocable licenses to (i) access our website through the links established, strictly in accordance with the terms of this agreement and (ii) use those designs, trade names, trademarks, and similar identifying material relating to us which we authorize you to use (collectively, the "Licensed Marks"), for the sole purpose of selling authorized Products from your Referrals to E-Sig Marketing, and strictly in accordance with the terms of this agreement. You may not alter, modify, or change the Licensed Marks in any way. We may alter, modify or change the Licensed Marks, in our sole discretion, upon notice to you.
B. Restrictions on Use
You shall not anywhere make any specific use of any Licensed Marks, without first submitting a sample of such to us and obtaining the prior written consent of E-Sig Marketing, which may be unreasonably withheld. You agree not to use the Licensed Marks in any manner that is disparaging, portrays us in a negative light, or otherwise harms the good name and reputation of E-Sig Marketing. All other rights in the Licensed Marks are reserved. We may revoke your licenses at any time, by giving you written notice.
C. License by Affiliate
This agreement also includes your grant to us of a non-exclusive license to use your names, slogans, and logos, as the same may be amended from time to time (the "Trademarks"), to advertise and promote, in any manner, your membership in the Referral Program; provided, however, that we shall not be required to advertise and/or promote you or the Trademarks. Your license to us shall terminate upon the effective date of the expiration or termination of this agreement.
Term of this Agreement
Once we accept your Application into the Referral Program, this agreement will be in effect. It may be terminated at any time by either you or us with cause, through written notice. You will be eligible to earn referral fees only on sales generated during the term of this agreement.
We reserve the right to modify the terms and conditions contained in this agreement pertaining to Products and Referral Program rules at any time. Changes in the scope of available commission fees, commission schedules, payment procedures can only be made with the prior approval of the majority of the referrer's. You will be notified of any changes or modifications by e-mail and a notice will be posted on our website. If you find any modification unacceptable, your only recourse is to terminate this agreement, and cease to participate in the Referral Program. Your continued participation in the Referral Program following our posting of a change notice or new agreement on our website will constitute binding acceptance of the change.
Relationship of Parties
Each party to this agreement is an independent contractor, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that would contradict anything in this agreement.
General Terms and Conditions
A. Assignment and Waiver You may transfer this agreement. This agreement will be binding on, inure to the benefit of, and 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 a provision or any other provision of this agreement.
B. Disclaimers We make no express or implied warranties or representations with respect to the Referral Program or any products sold through the Referral Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of performance, dealing, or trade usage). In addition, we make no representation that the website will operate, or that operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any of the foregoing.
C. Referrer's Representations You hereby represent and warrant to us as follows:
(i) This agreement constitutes a legal, valid, and binding obligation on your part, enforceable against you in accordance with its terms.
(ii) You have the absolute right and authority to grant to us the license to use the Trademarks in the manner contemplated in this agreement, and such grant does not and will not breach or conflict with any agreement or other instrument applicable to you, or infringe upon any proprietary right of any other person or entity.
(iii) There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any Referral of yours, with respect to the execution, delivery or consummation of this agreement, or with respect to the Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
D. Confidentiality Except as otherwise provided in this agreement or with the consent of the other party hereto, we both agree that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Referrals provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be disclosed to third parties, or utilized, directly or indirectly, by such party for its own business purposes (except as contemplated by this agreement) or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Referral. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to an order issued by any court or administrative agency, (b) to its accountants, lawyers, or other professional advisors on a confidential basis, and (c) otherwise as required by applicable law.
E. Limitation of Liability We will not for any reason whatsoever be liable for any direct, indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this agreement or the Referral Program, even if we have been advised of the possibility of such damages. Without limiting the generality of the foregoing, our aggregate liability will not for any reason whatsoever exceed the total commission fees paid or payable to you under this agreement.
F. Indemnification You hereby agree to indemnify and hold harmless E-Sig Marketing, and its subsidiaries and Referrals, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including solicitor's fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content not provided by us.
G. Independent Investigation You acknowledge that you have read this agreement, understand it in its entirety, and agree to all of its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement You have independently evaluated the desirability of participating in the Referral Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
H. Governing Law This Agreement shall be construed according to the laws of the state of Minnesota. Any dispute between Company and referrer shall be venued in Minnesota District Court in Hennepin County, Minnesota, and will be resolved solely through Mediation if the parties can reach resolution within 30 days through such process.
Termination & Refund Policy:
Monthly and annual subscriptions renew automatically. If you choose to discontinue the service, log into your account and click cancel prior to the renewal date. No Refunds shall be offered where a service is deemed to have begun and is, for all intents and purposes, underway.