This Agreement contains the complete terms and conditions that apply to a legal entity's participation in the LawRex.com Affiliates Program, and the establishment of links from your affiliate Web site to our Web site "www.lawrex.com". As used in this Agreement, "we" means LawRex, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either LawRex's site located at the URL www.lawrex.com, or to the site that you will link to our site (and which you will identify in your Program application).
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LAWREX. BY CHECKING THE "ACCEPT" BOX ON THE APPLICATION, YOU AGREE THAT (a) YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENTS AND (b) YOU WILL BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT.
1. Enrollment in the Program. To begin the enrollment process, you will submit a complete Affiliate Program Application via our Web site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, if your site: incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable such as sites that: depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions").
If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
2. Promotion of our Affiliate Program and Utilizing our Links on your site. As an Affiliate Site, we will make available to you banner advertisements, button links to our site and/or text links to our site, containing, the LawRex logo and words identifying the products or promotions on our site (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire.
All Affiliate Sites shall display our graphic images prominently throughout your site as you feel suitable. You shall not alter, modify or expand the links in any way; however, a Link may be modified and/or expanded with our written consent. Each Link connecting users of your site to our site, will in no way alter the look, feel or functionality of our site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" URL link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special URL link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will only earn referral fees with respect to activity on our site occurring directly through Special Links: we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement.
3. Order Processing. We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site; however, all Links must be approved by us. We will process orders placed by customers who follow the Links from your site to the LawRex site. We reserve the right to reject orders that do not comply with certain requirements, which we periodically may establish. We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, delivering the service, cancellations, refunds and related customer service. We will track the volume and amount of sales generated by your site and automated reports will be created and available in your panel, summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted.
4. Referral Payment
4a. For every new subscription through your referral tracked to LawRex by means of links from your website or your Affiliate ID, LawRex will pay 25% commissions for one year.
4b. Commissions are paid when an order is paid in full, verified and approved by LawRex sales department and after 45 days of the day the payment was made. Payments are made by check sent by regular post. Checks are issued when Affiliate Account balance is $50 or more. Balances less than $50 (Fifty Dollars) will be paid in 90 days after the payments are made in full.
5. Policies and Pricing. Customers who buy services through the Affiliate Program will be deemed to be customers of LawRex. Accordingly, all LawRex rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for services sold under the Affiliate Program in accordance with our own pricing policies. Service prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Service.
6. Non-exclusive Limited License.
We grant you a non-exclusive, nontransferable, revocable right to access our site through links solely in accordance with the terms of this Agreement, and solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively "Licensed Material") solely for the purpose of selling Services on your site for LawRex. You may not alter, modify or change the Licensed Material in any way. You are only entitled to use the Licensed Material to the extent you are a member, in good standing, of the Affiliate Program.
You shall not make any specific use of any Licensed Material for purposes other than selling Products for LawRex, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Material in any manner that is disparaging or that otherwise portrays LawRex in a negative light. We reserve all of our rights in the Licensed Material, and all other intellectual property rights. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. You shall obtain no rights in and to the Licensed Material. The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.
7. Non-exclusive Limited License and Use of Affiliates Logos and Trademarks. You grant to us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the "Affiliate Marks"), and to advertise, market, promote, and publicize in any manner our rights hereunder; provided, that we shall not be required to so advertise, market, promote, or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon you; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
8. Obligations Regarding Your Site. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party, and that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses relating to the development, operation, maintenance, and contents of your site.
9. Term of the Agreement. The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. You are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
10. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice to you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or a new agreement on our site will constitute binding acceptance of the change. Except for any such modifications, this agreement constitutes the sole and entire agreement of the parties.
11. 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.
12. Relationship of Parties. You and LawRex 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 site or otherwise, that reasonably would contradict anything in this section.
13. Disclaimers. We make no express or implied warranties or representations with respect to the Affiliate Program or any Product/Service or other items sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of 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.
14. Representations and Warranties
14a. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
14b. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: any provision of law, rule, or regulation to which you are subject; any order, judgment, or decree applicable to you or binding upon your assets or properties; any provision of your by-laws or certificate of incorporation, or any agreement or other instrument applicable to you or binding upon your assets or properties.
14c. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action discussed herein.
14d. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.
15. Confidentiality. We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to LawRex or LawRex’s services, its customers and vendor lists and pricing and sales information and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement.
You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret 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 or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
16. Indemnification. You hereby agree to indemnify, defend, and hold harmless LawRex and its subsidiaries and affiliates, 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 reasonable attorneys' 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 (a) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or another proprietary right of any third party, (b) any misrepresentation or alleged breach of a representation or warranty or alleged breach of a covenant and agreement made by you herein, or (c) any claim related to your site including, without limitation, content therein not attributable to us.
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 Affiliate Program AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
18. Governing Law. This Agreement will be governed by the laws of the District of Columbia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in District of Columbia courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any purposed assignment in violation hereof shall be null and void. Subject to that restriction, this Agreement will be binding on 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.