TrailsOffroad.com Operating Agreement for Affiliate Network
This TrailsOffroad.com Operating Agreement for Affiliate Network,
including all exhibits and attachments hereto and incorporated herein
by reference (the "Agreement"), contains the complete terms and
conditions that apply to a party's participation as an affiliate in
the Affiliate Network of TrailsOffroad.com (the "Program"). As used in
this Agreement, "we", "us", or "TrailsOffroad.com" means Trails
Offroad, LLC (and related entities), and "you" means the applicant
party. "Site" means a World Wide Web site and, depending on the
context, refers either to the TrailsOffroad.com Site or to the portion
of the TrailsOffroad.com Site that you will link to using Qualifying
Links as defined in Section 2 of this Agreement.
1. Enrollment in the Program
You may submit a completed Program application to begin the enrollment
process ("Application"). Submission of your Application to the
TrailsOffroad.com Affiliate Program implies acceptance to the terms
set forth in this Agreement. We will evaluate your Application and
notify you of your acceptance or rejection. We may reject your
Application if, in our sole discretion, we determine for any reason
that your website or social media is unsuitable for the Program.
Unsuitable websites include, but are not limited to, those that:
- Promote sexually explicit material;
- Promote violence or hate toward any persons or groups;
- Promote illegal activities;
- Promote alcohol, tobacco, gambling/lottery in any way;
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Promote the use of pyramid, "ponzi", or similar investment schemes;
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Promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age;
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Contain, in our sole judgment, material that is defamatory,
fraudulent, or harassing to us or any third party;
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Are known as "blogging sites", defined for purposes of this
Agreement as sites that contain only blogging and no other form of
informational content;
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Include "TrailsOffroad", "Trails-Offroad" or variations or
misspellings thereof in their domain names;
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Otherwise violate intellectual property rights of TrailsOffroad.com,
Trails Offroad, LLC or its members.
-
Disparage TrailsOffroad.com, Trails Offroad, LLC, Members, or
business partners;
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Are under construction or not live at the time of Application;
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Are non-US based or are websites that primarily serve a non-US based
audience;
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Do not clearly state an online privacy policy to its visitors; or
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Provide a portion of their Referral Fees (as defined in Section 5)
to websites or organizations that would violate any of the above
criteria.
In addition, TrailsOffroad.com may, at its discretion, decline to
accept, require adherence to an additional set of terms and
conditions, or require the posting of specific copy for any website
that (1) donates, directs or transfers any portion of their Referral
Fees or affiliate benefits to any charitable website,
education-related website, organization or program; or (2) provides
rewards back to their members in the form of points or cash-back, or
conduct other similar loyalty programs in connection with purchases
made by members via their websites.
Regardless of your acceptance in the Program, we may terminate this
Agreement for any reason, at any time.
The terms of our acceptance criteria are subject to change at any time
without prior notice.
All decisions for acceptance into the Program will be made within our
sole discretion.
If your Application is not accepted, you may reapply to the Program at
any time; however, you should not and may not link to our Site unless
you are approved for the Program.
As a member of the Affiliate Program, you grant TrailsOffroad.com
permission to distribute any email communication directly to you that
TrailsOffroad.com determines is necessary communication for you to
receive in order to continue as a member of the Program, regardless of
your choice to opt-out from certain communication.
2. Links on Your Website or Third Party Websites
Upon acceptance into the Program, we will make available to you
Qualifying Links that are subject to the terms and conditions of this
Agreement. A "Qualifying Link" is a link from a website to our Site
using one of the Universal Record Locators ("URLs") or graphic links
provided by TrailsOffroad.com, The platform or by other means selected
by us for use in the Program. All Qualifying Links must link directly
and exclusively to TrailsOffroad.com. TrailsOffroad.com must approve
each and every website that links to our Site through a Qualifying
Link. If you use a Qualifying Link to link a website to our Site
without seeking explicit authorization, your continued use of that
Qualifying Link shall be considered a breach of this Agreement.
However, continued use of the Qualifying Link will nonetheless subject
such websites to the Terms and Conditions of this Agreement.
The Qualifying Links will serve to identify you website as a member of
the Program and will establish a link from a website to our Site. All
Qualifying Links that you will use in the Program will be provided to
you from The platform or by other means selected by us. You also agree
that you will display on the website containing the Qualifying Link
only those logos, trade names, trademarks, graphic images and similar
identifying material ("Licensed Materials") that are provided by us,
and you will substitute such images with any new materials provided by
us or the platform from time to time throughout the term of this
Agreement. A web widget that is pre-approved in writing by
TrailsOffroad.com for use on your website may be considered a
Qualifying Link for purposes of this Agreement. Accordingly, web
widgets are subject to all of the Terms and Conditions of this
Agreement that apply to Qualifying Links.
Only valid Qualifying Links will be tracked for purposes of
determining Referral Fees that you may be eligible to receive on sales
of Qualifying Products (as defined below) generated through your
participation in the Program.
Only Qualifying Links may be used to link a website to areas within
our Site. You may not link directly to TrailsOffroad.com without use
of a Qualifying Link. You may post as many Qualifying Links to our
Site as you like on a website, provided that you ensure that each
website containing a Qualifying Link posted by you meets the terms of
this Agreement, including without limitation, that such website does
not fall into the "unsuitable website" category described in Section
1, does not fall into the "prohibitions" set forth in Section 3, and
you take responsibility for all websites on which you post a
Qualifying Link in accordance with Section 10. The position,
prominence and nature of links on a website shall comply with any
requirements specified in this Agreement but otherwise will be in your
discretion.
You acknowledge that, by participating in the Program and placing a
link to TrailsOffroad.com (or any category page therein) on any
website through use of a Qualifying Link, we may receive information
from or about visitors to such website or communications between such
website and those 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 the policies and
procedures set forth in our Privacy Policy located in the footer of
the TrailsOffroad.com Site.
3. Prohibitions
You understand and acknowledge that this Agreement is made between you
and Trails Offroad, LLC and is solely for the purpose of allowing you
to link to the TrailsOffroad.com Site.
As a condition to your acceptance and participation in the Program,
you agree to the following prohibitions:
A. General Prohibitions.
You may NOT:
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engineer any website containing a Qualifying Link in such a manner
that pulls Internet traffic away from TrailsOffroad.com;
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publish, link to, sell, otherwise distribute, or place a Qualifying
Link on the same page or in close proximity to any Objectionable
Content. For purposes of this Agreement, "Objectionable Content"
means any material, including textual, audio or video material,
which is offensive (including hate speech or violence against a
particular group of people); contains any nudity, explicit violence
or sexual material; contains depictions of violent or sexual acts;
is defamatory to any group or individual; or promotes alcohol,
tobacco, or gambling/lottery;
-
publish, link to, sell, otherwise distribute, or place a Qualifying
Link on any social networking sites, including, but not limited to,
Facebook, MySpace, Twitter, etc.
- attempt to modify or alter our Site in any way;
-
make any representations, either express or implied, or create an
appearance that a visitor to your website is visiting our Site,
e.g., "framing" or "wrapping" the Site in any manner without first
obtaining in advance our express written permission. Such requests
must be made in writing and sent to TrailsOffroad.com, Attn:
Affiliate Program Manager, 7000 Marina Boulevard, Brisbane, CA,
94005;
-
"scrape" or "spider" the Site or any other websites for content
(such as images, logos or text);
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participate in Yahoo's Search Submit Pro (SSP) Search Marketing
Program;
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place ads on, or participate in any way in, AdNetworks or Search
Content Networks;
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employ, use or place any web browser add-ons, toolbars or pop-ups on
your website;
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promote, or participate in the promotion of, TrailsOffroad.com's
Pharmacy(www.TrailsOffroad.com/pharmacy);
-
link any Qualifying Link to any website other than our Site,
including, for example, your own website;
-
bid on our Trademarks at any website that provides search engine
services and that results in driving traffic to any website, other
than our Site, including your website;
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engage in any direct or indirect relationships with ISPs and/or
mobile carriers that results in the delivery or act of address bar
keyword and URL error trafficking (e.g., a user mistypes a web
address in the ISP's address bar or search bar, and, as a result, is
redirected to a web page that contains a Qualifying Link that
directs the user to sites like TrailsOffroad.com).
-
employ the use of any type of software download or technology which
attempts to intercept or redirect traffic or Referral Fees to or
from any website;
-
use any Trademark (as defined in Exhibit A), or any Licensed
Materials (as defined in Section 2), provided to you as a result of
your participation in the Program to advertise or engage in services
which result in a sale occurring on your website, whether or not you
then have the item fulfilled through TrailsOffroad.com;
-
without the prior written approval of TrailsOffroad.com, use any
Trademark, or any Licensed Material in an advertisement that is not
created or provided by TrailsOffroad.com in any way that might
suggest or imply or mislead or is likely to mislead a visitor to
your website into believing that TrailsOffroad.com, or any related
entity was the creator or sponsor of such advertisement;
-
re-distribute Licensed Materials (as defined in Section 2) to
websites or applications which can reasonably be viewed as
TrailsOffroad.com's competitors
-
re-distribute, display or syndicate Licensed Materials and/or
TrailsOffroad.com's datafeed, including any product information set
forth therein, to any third party partner, network or agency;
-
employ, use, or receive any direct or indirect benefit from, any
"cookie stuffing" methods (e.g., use of "cookie stuffing" to cause
the platform's tracking systems to conclude that a user has clicked
through a Qualifying Link - and to pay commissions accordingly -
even if the user has not actually clicked through any such link);
-
install spyware on another person's computer; cause spyware to be
installed on another person's computer, or use a context based
triggering mechanism to display an advertisement that partially or
wholly covers or obscures paid advertising other content on a
website in a way that interferes with a person's ability to view
that website;
-
display any material on a website containing a Qualifying Link which
contains viruses, Trojan horses, worms, time bombs, cancel bots or
other similar harmful or deleterious programming routines;
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without the prior written approval of TrailsOffroad.com, use any
widgets on your website that: (a) include any Trademarks (as defined
in Exhibit A); (b) include any Licensed Materials (as defined in
Section 2); or (c) directly or indirectly send traffic to
TrailsOffroad.com;
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post, publish, link to or place a Qualifying Link on the
TrailsOffroad Facebook Page;
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forward, redistribute, or otherwise repurpose any or all Qualifying
Links to any third party;
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release TrailsOffroad.com's sale information, advertisements or
other information prior to their authorized release dates; or
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purchase products or services sold or promoted on TrailsOffroad.com
through a Qualifying Link for resale or commercial use of any kind.
B. Prohibitions Regarding Use of Electronic Communications
Electronic Communication includes email messages, text messages, and
any other form of non-verbal communication occurring without the use
of physical mail. You may NOT do any of the following using Electronic
Communication unless you first obtain in advance TrailsOffroad.com's
express written permission. Such requests must be made in writing and
sent to TrailsOffroad.com, Attn: Affiliate Program Manager, PO BOX
1243, Laporte, Colorado 80535 . These prohibitions are in addition to,
and not in place of, all prohibitions and restrictions that you are
bound to under the platform agreement, as amended. You may not:
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generate or use Electronic Communication using or containing
Trademarks (as defined in Exhibit A), or any variation or
misspelling thereof, or products, or any of the Qualifying Links or
URLS provided to you as part of the Program;
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send any other Electronic Communication that in any way suggests or
implies or misleads or is likely to mislead (including without
limitation, via the return address, subject heading, header
information or message contents) a recipient into believing that
TrailsOffroad.com or any related entity was the sender or sponsor of
such Electronic Communication or procured or induced you to send
such Electronic Communication;
-
forward, redistribute, or otherwise repurpose any Electronic
Communication that TrailsOffroad.com sends to its affiliates and/or
customers; and
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generate or send any unsolicited Electronic Communication (spam)
under this Agreement
C. Prohibitions regarding use of Trademarks (as defined in Exhibit A)
In addition to the requirements and prohibitions regarding use of the
Trademarks set forth in Exhibit A, and incorporated herein by
reference, you may NOT:
-
use the Trademarks in any manner not expressly authorized by this
Agreement.
-
use the Trademarks, or any variation or misspelling thereof, in
metatags, hidden text or source code, in your domain name or any
other part of your URL as further detailed in Exhibit A;
- bid on keywords as further detailed in Exhibit A;
-
bid on our Trademarks at any website that provides search engine
services and that results in driving traffic to any website, other
than our Site, including your website;
-
use TrailsOffroad.com logos, trade names, trademarks, graphic
images, product images, product references and similar identifying
material unless expressly and specifically provided by
TrailsOffroad.com for use in the Program.
In addition, you are bound to act in compliance with all applicable
federal, state and local laws and regulations, including without
limitation, the CAN-SPAM Act of 2003 ("CAN-SPAM") and the Children's
Online Privacy and Protection Act of 1998 ("COPPA"). You shall
protect, defend, indemnify and hold harmless us and our parent and
related entities from and against any claims, actions, liabilities,
losses, damages, costs or expenses, including without limitation,
attorneys' fees and costs of litigation, even if such claims are
groundless, fraudulent or false, incurred by us or our parent or
related entities arising out of any content or activity by you or on
your website or resulting from or in connection with your violation of
any of the terms or prohibitions contained in this Agreement or any
law, rule or regulation, including without limitation, claims for
violations of third party intellectual property rights, and rights of
privacy, including but not limited to CAN-SPAM and COPPA.
We will be responsible for all aspects of order processing and
fulfillment of orders placed by customers who follow your Qualifying
Links to the TrailsOffroad.com Site in accordance with applicable
legal requirements. We reserve the right to reject orders that do not
comply with any reasonable requirements that we periodically may
establish. Among other things, we will prepare orders forms; process
payments, cancellations, and returns; and handle customer service.
Through the platform, you have the ability to track sales made to
customers who purchase products using your Qualifying Links and you
can review reports summarizing this sales activity. To permit accurate
tracking, reporting, and fee accrual, you must ensure that your
Qualifying Links are properly formatted. The form, content, and
frequency of the reports are limited to those reports and capabilities
available through The platform and may vary from time to time in our
and/or The platform's reasonable discretion. TrailsOffroad.com is not
responsible for any changes that the platform's format, timing, or
types of reports available to members of The platform and
TrailsOffroad.com's Affiliates. TrailsOffroad.com will not be
responsible for improperly formatted links regardless of whether you
have made amendments to the code or not. In addition, we are unable to
track or provide credit for sales from customers that are referred to
us with browsers that do not have their cookies setting enabled.
5. Referral Fees
We will pay you Referral Fees on referred All-Access Membership
sign-ups from our Site only. For a product sale to generate a Referral
Fee, the customer must
- use a browser that has its cookies setting enabled;
-
follow a Qualifying Link (in the format specified by
TrailsOffroad.com) from a site to the TrailsOffroad.com site;
- purchase the product using our automated ordering system;
- remit full payment to us.
We will pay Referral Fees on products that are actually purchased by a
customer within three (90) days after the customer has initially
entered our Site ("Referral Fee Time") as long as the customer
reenters our Site directly during that time (and not through another
affiliate link). We will not pay Referral Fees on any products are
purchased on our Site when a customer has re-entered our Site (other
than through a Qualifying Link from your website) after the Referral
Fee Time, even if the customer previously followed a link from your
website to our Site. Referral Fees will not be earned on products
where a customer's purchase of the product derived from search results
driven from free or natural search; this includes results containing
Qualifying Links displayed in a search engine's free/non-paid,
natural, or organic search results in response to a search query which
sends customers directly to TrailsOffroad.com without the customer
first being sent to an affiliate site and the customer clicking on a
link to arrive at TrailsOffroad.com. Products that are entitled to
earn Referral Fees under the rules set forth above are hereinafter
referred to as "Qualifying Products."
6. Referral Fee Schedule
You will earn Referral Fees based on the sale price of Qualifying
Products (as defined above), according to fee schedules to be
established by us. "Sale price" means the sale price listed on our
Site and excludes costs for shipping, handling, gift-wrapping,
rebates, refunds, returns, chargebacks, cancellations and taxes. The
current Referral Fee Schedule is available to you through the
affiliate portal available to all members of the Program ("Affiliate
Portal").
In addition, we reserve the absolute right and discretion to exclude
items from our Referral Fee Therefore, you acknowledge and agree that
we cannot and do not warrant or guarantee that you will be paid a
referral fee on any item(s) or that all items eligible for a referral
fee will be paid in accordance with the Referral Fee Rates listed on
the Affiliate Portal. You acknowledge that in such circumstances, you
will accept the Referral Fee Rates and payouts actually paid to you.
We reserve the right, at our sole discretion, to change, modify, add
or remove portions of this Referral Fee Schedule, at any time. If you
have any questions concerning whether a certain item is eligible for a
referral fee, please contact affiliates@TrailsOffroad.com.
7. Referral Fee Payment
Approximately 45 days following the end of each calendar month, you
will receive a check for the Referral Fees earned on products that
were sold during that month, less any taxes that we are required by
law to withhold from the final payment to you. If a customer returns a
product that generated a Referral Fee, you will see a deduction for
the corresponding Referral Fee from your next monthly payment; if
there is no subsequent payment, you will receive an invoice for the
Referral Fee payable within sixty (60) days of your receipt of the
invoice. All determinations of Qualifying Links and whether a Referral
Fee is payable will be TrailsOffroad.com and will be final and
binding.
8. Policies and Pricing
Customers who buy products through this Program will be deemed to be
customers of TrailsOffroad.com without affecting their status as your
customer. Accordingly, all TrailsOffroad.com rules, policies, and
operating procedures concerning customer orders, customer service, and
product sales will apply to those customers with respect to their
transactions at TrailsOffroad.com. We may change our policies and
operating procedures at any time consistent with applicable laws. For
example, we will determine the prices to be charged for products sold
under this Program in accordance with our own pricing policies.
Product prices and availability may vary from time to time. You may
include current price information in your product descriptions only if
such information is provided to you by TrailsOffroad.com, provided
that any price information must be accompanied with a statement on
your website indicating to the user that in the event of any price
difference between your website and TrailsOffroad.com, the price
listed on TrailsOffroad.com will govern. We will use commercially
reasonable efforts to present current and accurate information, but we
cannot guarantee the availability or price of any particular product.
9. Limited License; Restrictions
We grant you a limited, nonexclusive, nontransferable, revocable right
to access our Site through the Qualifying Links solely in accordance
with the terms of this Agreement and solely in connection with the
Licensed Materials (as defined in Section 2), only as provided to you
by us, through the platform, or by other means selected by us, and
solely for the purpose of identifying your website as a Program
participant and to assist in generating the sale of TrailsOffroad.com
memberships.
You acknowledge that this Agreement does not provide you with any
intellectual property rights in the Licensed Materials other than the
limited rights contained herein. We reserve all of our rights in the
Licensed Materials and of our other proprietary rights. You may not
sublicense, assign or transfer any such licenses for the use of the
Licensed Materials, and any attempt at such sublicense, assignment or
transfer is void. We may terminate your license to use the Licensed
Materials for any reason at any time in our sole and absolute
discretion. You agree to follow our Trademark Requirements in Exhibit
A, as those may change from time to time. We may revoke your license
at any time by giving you written notice.
10. Responsibility for Your Website or a Third Party Website on which
you place a Qualifying Link ("Third Party Site")
You will be solely responsible for the development, operation, and
maintenance of your website and for all content that appears on your
website. For example, you will be solely responsible for:
-
the technical operation of your website and all related equipment;
-
creating and posting product descriptions on your website or a Third
Party Site and linking those descriptions to our Site;
-
updating product information, content and item descriptions
(including, but not limited to, product price and availability)
within 24 hours of any update of such product information, content
and/or item description at TrailsOffroad.com or from datafeed
content provided through the platform;
-
the accuracy, timeliness and appropriateness of content posted on
your website (including, among other things, all product-related
materials);
-
ensuring that materials posted on your website or a Third Party 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), or any term of this Agreement;
-
monitoring your website content and the content of a Third Party
Site to ensure your website or the Third Party Site does not
publish, link to, sell or otherwise distribute Objectionable Content
(as defined in Section 3);
- removing any Licensed Materials and Trademarks from your
website or a Third Party Site as soon as any Objectionable Content
appears on the website
- notifying us of any Objectionable Content that appears or
appeared on your website or a Third Party Site at any time during
your participation in the program, within six (6) hours of its
appearance, even if you immediately removed the Objectionable
Content per the requirements of this Agreement or for any other
reason;
-
ensuring that content posted on your website or a Thrid Party Site
is not libelous or otherwise illegal; and
- notifying us of any malfunctioning of the Qualifying
Links or other problems with your participation in the Program in
accordance with the terms of this Agreement.
We disclaim all liability for these matters. Further, you will
indemnify and hold us harmless from all claims, damages, and expenses
(including, without limitation, attorneys' fees) relating to the
development, operation, maintenance, and contents of your website.
11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your
Application and will end when terminated by either party. You may
terminate this Agreement at any time, with or without cause, by giving
us (five) 5 days prior written notice of termination. We may terminate
this Agreement immediately at any time, with or without cause, by
giving you written notice of termination. Upon termination, all
TrailsOffroad.com related content and links shall be promptly removed
from your website. You are only eligible to earn Referral Fees on
sales of Qualifying Products occurring during the term, and fees
earned through the date of termination will remain payable only if the
related orders are not canceled or returned. In the event overpayment
is made by us, you agree to promptly remit such excess payment upon
notification by us. We may withhold your final payment for a
reasonable time to ensure that the correct amount is paid.
12. Modification
We may modify any of the terms and conditions contained in this
Agreement, at any time and in our sole discretion, by posting a change
notice or a new agreement on our Site. We will also make commercially
reasonable efforts to notify you of such changes prior to or upon
implementation. Modifications may include, for example, changes in the
scope of available Referral Fees, Referral Fee Schedules, payment
procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO
YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED
PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE
OR NEW AGREEMENT ON OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL
CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties. You
will 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 reasonably would contradict anything in
this Section.
14. Indemnification
You acknowledge that by entering into and performing its obligations
under this Agreement, we do not assume and should not be exposed to
the business and operational risks associated with your business, or
any aspects of the operation or content of your website(s).
Accordingly, in addition to any other indemnification obligations
contained in this Agreement, you shall protect, defend, hold harmless
and indemnify us and our parent or related entities from and against
any and all claims, actions, liabilities, losses, costs and expenses,
even if such claims are groundless, fraudulent or false (including
court costs and reasonable attorneys' fees) incurred as a result of
claims of customers or other third parties against us and our
affiliates, licensors, suppliers, officers, directors, employees and
agents arising from or connected with any of the content or activities
of your website (including without limitation any activities or
aspects thereof or commerce conducted thereon) or related business, or
your misuse, unauthorized modification or unauthorized use of the
services or materials provided by us hereunder.
15. Limitation of Liability
We will not 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 we have been advised of the
possibility of such damages. Further, our aggregate liability arising
with respect to this Agreement and the Program will not exceed the
total Referral Fees paid or payable to you under this Agreement.
16. Disclaimers
We make no express or implied warranties or representations with
respect to the Program or any products sold through the Program
(including, without limitation, warranties of fitness,
merchantability, non-infringement, or any implied warranties arising
out of a course of performance, dealing, or trade usage). In addition,
we make no representation that the operation of our Site will be
uninterrupted or error-free, and we will not be liable for the
consequences of any interruptions or errors; however, we will make
commercially reasonable efforts to correct errors or interruptions
promptly.
17. 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 CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER
FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE
SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY
EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT
RELYING ON ANY REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS
SET FORTH IN THIS AGREEMENT.
18. Miscellaneous
This Agreement will be governed by the laws of the United States and
the state of Colorado, without reference to rules governing choice of
laws. Any action relating to this Agreement must be brought in the
federal or state courts having jurisdiction and venue in or for Denver
County, Colorado and you irrevocably consent to the jurisdiction of
such courts. 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 enforceable against the parties and their respective
successors and assigns. Our failure or agreement not to enforce your
strict performance of any provision of this Agreement in a given
instance will not constitute a waiver of our right to subsequently
enforce such provision or any other provision of this Agreement.
19. Publicity
You shall not create, publish, distribute, make or permit any public
announcement of this Agreement or the relationship contemplated
hereunder, (including, but not limited to, any press release, client
list, screen shot, advertisement or any promotional material) without
first submitting such material to us and receiving our written
approval, which we may withhold in our sole discretion.
20. Confidentiality
Except as otherwise provided in this Agreement or with our prior
written consent, you agree that all information including, without
limitation, the terms of this Agreement, our business and financial
information, our customer lists and purchase history, and our pricing
and sales information, shall remain strictly confidential and shall
not be utilized, directly or indirectly, by you for your own business
purposes 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 you or your affiliates.
Notwithstanding the foregoing, you may deliver a copy of any such
information (a) pursuant to a subpoena issued by any court or
administrative agency, (b) to your accountants, attorneys, or other
agents on a confidential basis, and (c) otherwise as required by
applicable law, rule, regulation or legal process, upon written
notification to TrailsOffroad.com.
21. Remedies to TrailsOffroad.com
Violation of any of the terms or prohibitions contained in this
Agreement may result in, among other things, (a) the immediate
termination of this Agreement; (b) the withholding of Referral Fees
due to you; or (c) the commencement of an action by TrailsOffroad.com
against you seeking, without limitation, injunctive relief, recovery
of actual, statutory or punitive damages.
We have the right in our sole and absolute discretion to monitor your
website and or social media at any time and from time to time to
determine if you are in compliance with the terms of this Agreement,
and you agree to provide us with unrestricted access to your website
for such purpose.
Exhibit A - Trademark Requirements
These requirements apply to your use of TrailsOffroad.com and other
trademarks and service marks belonging to Trails Offroad, LLC or other
related entities (the "Trademarks") in content that has been approved
by us.
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You may use the Trademarks only for purposes expressly authorized
by us.
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You may not modify the logo in any manner. For example, you may
not change the proportion, color, or font of the logo.
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You may not display the Trademarks in any manner that implies
endorsement of your website or business by TrailsOffroad.com
outside of your involvement in the Program.
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You may not use the Trademarks or Company name to disparage
TrailsOffroad.com, its products or services, or in a manner which,
in our reasonable judgment, may diminish or otherwise damage our
good will.
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You acknowledge that all rights to the Trademarks are our
exclusive property and all goodwill generated through your use of
the Trademarks will inure to our benefit.
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VARIATIONS OR MISSPELLINGS THEREOF, IN HIDDEN TEXT OR SOURCE CODE
; YOU MAY NOT USE TRAILSOFFROAD.COM, OR ANY VARIATIONS OR
MISPELLINGS THEREOF, IN YOUR DOMAIN NAME OR ANY OTHER PART OF YOUR
UNIVERSAL RECORD LOCATOR.
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You may not bid on any keyword or on any Pay per Click Search
Engines (PPCSEs) where such keyword is one of our Trademarks or
any variation or misspelling of one of our Trademarks (see the
non-exclusive list of examples set forth below in Section 15).
Further, you may not bid on any word or term that is confusingly
similar to any of our Trademarks standing alone
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You may not employ any "fat finger" domains or typosquatters
redirecting web traffic to your website. A typosquatter for "fat
finger" domain is any domain that amounts to misspellings of any
registered or unregistered Trademarks.
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You may not bid on any keyword or on any PPCSEs that is one of our
competitors' trademarks (or a derivation of a competitor's
trademark), or any other word or term that is likely to cause
confusion regarding its affiliation with the competitor.
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You may not use the Trademarks alongside or in conjunction with
the following terms: "percent (%) off", "sale, or "coupons".
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TrailsOffroad.com may, in its sole discretion, terminate you or
withhold payment of your Referral Fees for the days that we
determine that you were bidding in violation of the keyword
bidding requirements above.
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The list below sets forth examples of impermissible keywords,
"fat-finger" domains, and variations of Trademarks that you may
not bid on. The list is for example purposes only and is
not a complete list of prohibited words which infringe a
Trademark, and therefore violate a term of this Agreement.
- Trails-Offroad.com
- Trailoffroad.com
- Trailofroad.com
- Trialoffroad.com
- Trials-Offroad.com
We reserve the right in our sole discretion to modify these
requirements at any time.