Merchant Referral Agreement
This SaveChicago.org Merchant Referral Agreement (the “Agreement”) is entered into between “SaveChicago.org” or “SaveChicago” or “us” or “we” or “our,” which refers to SaveChicago.org, Inc., the owner of the Web site, (The “Company”) and you, a SaveChicago.org member (the “Member”).
RECITALS
Member is interested in working with the Company in certain marketing and commerce arrangements. Certain initially capitalized terms are defined in Exhibit 1 and certain additional terms are contained therein as well.
Therefore, the parties agree as follows:
Promotion of Company’s Products. Company grants to Member a non-exclusive right to promote Company’s Products through the Company’s Web site at www.savechicago.org (the “Site”). Company’s Products will be promoted in the manner set forth in Exhibit 1. Member will reasonably cooperate with the Company to effect the transactions contemplated above.
Term and Termination.
The initial term of this Agreement shall be six (6) months from the date hereof. Thereafter this Agreement will renew automatically for additional terms of six (6) months unless either party shall given thirty (30) days written notice to terminate. In the event of a material breach of this Agreement, Company shall have the right to terminate this agreement. Company shall give notice of a material breach and the Member shall have fifteen (15) days to cure the breach before formal termination of this Agreement can occur. In the event that Member ceases to be a paying subscriber to the Site with the same username, this agreement shall terminate immediately, and Member relinquishes any claim to a Referral or Compensation as described in the Paragraphs entitled, "Referral of a Third Party Advertiser," and "Compensation." In the event that Member renews his or her subscription to the Site under the same username or alternate username, Member does not regain rights to any Referral of a Third Party Advertiser or Compensation for such a Referral.
Referral of a Third Party Advertiser.
Member may promote Company’s Product to a Third Party Advertiser (the “Advertiser”). Upon initial registration with Company on the Site, it is solely the responsibility of the Advertiser to declare Member as the Referrer through the Site’s automated Advertiser registration system and furthermore must agree to the following terms and conditions to be considered a valid Referrer. 1) Advertiser must input the registered Email Address or the Username corresponding to the Member’s account with Company upon Advertiser registration with the Company through the automated Merchant registration on the Site. Company does not acknowledge and Member does not claim the Referral of an Advertiser who, a) does not complete registration as an Advertiser on the Site, or b) does not indicate to the Company by inputting the Member’s email address of record with the Company, or the Member’s username of record with the Company, upon Advertiser’s initial registration on the Site that Member should be considered a valid Referrer. 2) Company makes no guarantee that Advertiser will not repeat the initial registration procedures on the Site and fail to indicate the Member as the Referrer on subsequent accounts created for the purpose of purchasing the Company’s product. Member does not claim and Company does not acknowledge Member’s Referral of Advertiser when Advertiser creates multiple Advertiser accounts with the Company and does not input the username or email address of the Member into the Referral field during any or all of the Advertiser’s subsequent registration processes on the Site for each account created for the purpose of purchasing the Company’s Product.
Compensation.
Company will pay the Member a Referral fee on Products purchased by an Advertiser where the Member has established a valid Referral under the terms and conditions of the paragraph entitled, "Refferer of a third party advertiser," in the amount set forth in Exhibit 1. Payments for the referral fee owed for all Products sold to Advertiser shall be made within 30 days after the close of the month in which purchases are made, unless referral fee is less than $20. Any amount less than $20 will be held by Company until such time as Members accrues at least $20 in total Referral fees. Any late payments of commissions shall accrue interest at the rate of 1% per month, or the maximum permitted by law, whichever is less.
Intellectual Property Rights.
Neither party will acquire any ownership interest in each other’s intellectual property. All names and other information concerning an Advertiser shall be deemed owned by the Company, leaving Company free to use such names and information as it sees fit in compliance with applicable law. Upon termination of this Agreement, neither party shall continue to make use of the other party’s intellectual property.
Collection and Liability.
(a) The Company shall bear (i) all collection risk (including, without limitation, credit card fraud and any other type of credit fraud) with respect to sales of the Products and (ii) all responsibility and liability for the proper payment of all taxes which may be levied or assessed (including, without limitation, sales taxes) which may be levied in respect of sales of the Products. Company agrees to provide customer service and support for the Products with reasonable responsiveness and turn-around times.
(b) Company has no obligation to attempt to monitor or regulate the quality, suitability or content of the Products and Member agrees to hold the Company harmless in the event of any claims by Advertisers with respect to problems with the Products. Company agrees to hold Member harmless in the event of any claim by an Advertiser arising out of Company’s negligence or misconduct under this Agreement. The Company hereby represents and warrants to the Member that the Products will not infringe on or violate the intellectual property rights or other rights of any third party and will not contain any content which violates any applicable law, regulation or third party right.
Miscellaneous.
This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement. This Agreement will be deemed entered into in Illinois and will be governed by and interpreted in accordance with the laws of the State of Illinois, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely through confidential binding arbitration in Chicago, Illinois before one arbitrator selected by the American Arbitration Association in accordance with its rules. In the event of any dispute, each party shall bear its own attorneys fees, expert witness fees, and ½ of the arbitrator fees. The provisions of this Agreement relating to payment of any fees or other amounts owed, payment of any interest on unpaid fees, limitation of liability, and warranties and intellectual property shall survive any termination or expiration of this Agreement. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party. The parties are independent contractors and not partners, joint venturers or agents of the other party. Any expenses incurred by Company in connection with this Agreement are the sole responsibility of Company.
Exhibit 1
Products or Services of Company (the “Products”)
Ad credits. One ad credit equals a maximum of one week of advertising for one physical business location on the Hyper Local Sales section of the Site.
Manner of Promotion
Members may promote the Product of the Site in any manner that does not violate any applicable law, regulation or third party right including but not limited to, email, telephone, direct mail, internet, television, radio, and print advertising.
Commission
10% of the gross sales price of all Products sold to Advertiser through any Advertiser account on the Site where Member was indicated as the Referrer by the Advertiser under the conditions of the Paragraph entitled “Referral by a Third Party Advertiser.” Member is not owed any commission on any purchases by Advertiser where Member is not considered to be a valid Referrer based on the terms and conditions of the Paragraph entitled “Referral by a Third Party Advertiser.”
Pricing of Products
The pricing of Products sold to Advertiser shall be as determined by Company.