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This Affiliate Agreement (the "Agreement") contains the complete
terms and conditions which govern your participation in the Limo
Anywhere Affiliate Program ("LAAP") or LA Affiliate Program. As used
in this Agreement, "Limo Anywhere" means Limo Anywhere, Inc., and
"Affiliate", "you" or "your" means you. By clicking on the "I
AGREE" button on the affiliate agreement page, you acknowledge that
you have read the Agreement, you are able to enter into a legally
binding contract, and you agree to its terms and conditions and all
policies posted on the Limo Anywhere Site. As referred to in this
Agreement, "Site" refers to a World Wide Web site and "Limo Anywhere
Site" refers to the Site located at the URL: www.LimoAnywhere.com,
or any other successor Site owned or maintained by Limo Anywhere,
Inc.
1. Enrollment in the LAAP
To enroll as a participant in the LAAP, simply complete the
Affiliate Application. Limo Anywhere, Inc, in its sole discretion,
may reject your application. If accepted, Limo Anywhere, Inc. may
design, create and host a Site for you ("Affiliate Site") You agree
that you will not alter or modify the Affiliate Site in any way.
Affiliate agrees that it shall not post any links, banner
advertisements, or other content of a competitor of Limo Anywhere on
the Affiliate Site. Affiliate further agrees that the relationship
of Affiliate to Limo Anywhere, Inc. is non-exclusive, and Limo
Anywhere, Inc. shall not be restricted in any way from entering into
Affiliate arrangements with other third parties.
Affiliate may not:
(i) use or display any hypertext link on the Affiliate Site which
links to a website that contains any content that ;
(ii) post any content on the Affiliate Site that ;
(iii) use any offline or online marketing materials, e-mail
addresses, or Reseller Site to transmit any material that:
• violates any state, federal or foreign laws or regulations;
• infringes on any intellectual property rights (e.g., copyright,
trademark, trade secret, patent or other proprietary rights) of Limo
Anywhere, Inc. or of any third party;
• is defamatory, misleading, obscene, or otherwise potentially
damaging to the reputation of Limo Anywhere, Inc., or the goodwill
associated with any of Limo Anywhere, Inc's. trademarks, service
marks, trade names or other indicia of source ("Limo Anywhere
Marks");
• is threatening or harassing;
• is discriminatory based on gender, race, religion, ethnic origin
or age, or promotes hate or violence against any individual or
group;
• violates any Limo Anywhere, Inc. policy posted on any Limo
Anywhere, Inc. Site;
• contains viruses or other computer programs which may result in
damage to Limo Anywhere, Inc. or to any third party; or
misrepresents Limo Anywhere, Inc. or misleads potential customers
regarding the Services.
Any violation of these provisions will be grounds for immediate
termination of this Agreement, with or without notice, at Limo
Anywhere, Inc.'s sole discretion.
2. COMMISSION AND PAYMENTS
a. Levels. Limo Anywhere has a Two (2) Tier Affiliate System. The
tiers are defined as follows. First Tier Commissions: A Limo
Anywhere Affiliate qualifies for a first tier commission when a new
customer is referred to the Limo Anywhere Site through links leading
to the Limo Anywhere Site from any website, advertisement,
recommendation, or other referral originating from the Affiliate and
places an order within 90 days of his last visit originating from
Affiliate. The commission is earned when Limo Anywhere actually
receives payment from the customer for the Services. Second Tier
Commissions: A Limo Anywhere Affiliate qualifies for a second tier
commission when a new customer is referred to the Limo Anywhere Site
through links leading to the Limo Anywhere Site from any website,
advertisement, recommendation, or other referral originating from a
Affiliate that signed up for the Limo Anywhere Affiliate Program and
was referred by the Affiliate through the Affiliate Program sign up
form on the Limo Anywhere Site or Affiliate site.
b. Commissions. Limo Anywhere will pay a commission to Affiliate for
each click-through to the Limo Anywhere Site, lead, purchase or paid
subscription of the services offered by Limo Anywhere (the
"Service") by an end user (“Subscriber”), which results from such
end user's click-through from the Affiliate Site to the Limo
Anywhere Site ("Qualified Subscription"). The commission paid to
Affiliate will differ according to the “Tier” that the Affiliate
belongs to relative to the sale. For every qualified sale, a First
Tier Affiliate will receive an amount equal to Ten percent (10%) of
the applicable fees paid to Limo Anywhere by the Subscriber for
products or services ("Commission") and Three percent (3%) of the
applicable fees paid to Limo Anywhere by the Subscriber referred to
Limo Anywhere by the Second Tier affiliate. For every click-through,
both First Tier and Second Tier affiliates will receive an amount
equal to $0.05. For every lead, both First Tier and Second Tier
affiliates will receive an amount equal to $1.00. The amount of any
Commission paid to Affiliate may change from time to time upon
notice from Limo Anywhere.
No Affiliate can claim itself or any entity in which it holds a
majority-ownership or controlling interest as a Subscriber under any
Limo Anywhere Program. No LAAP Manager can claim itself or any
entity in which it holds a majority-ownership or controlling
interest as an Affiliate under any Limo Anywhere program. Any person
or entity that does so:
(i) will forfeit any commissions claimed on such Subscriber or
Affiliate,
(ii) agrees that Limo Anywhere may recoup from any commissions
otherwise due to Affiliate or LAAP Manager the amount that was
previously paid or otherwise due as a result of a violation of this
section, and
(iii) will be deemed in material breach of this Agreement and
subject to immediate termination without compensation.
c. Reports. Limo Anywhere shall generate and manage all Qualified
Sales and Subscriptions originating from the Affiliate Site and
shall prepare an online report reflecting all Commissions earned by
Affiliate for the applicable period. Affiliate may access its report
via the Web to determine the amount of Commissions Affiliate has
earned. Affiliate will not receive a Commission for "Non-Qualified
Subscriptions or Sales." A Non-Qualified Subscription or Sale is
where an end user makes a purchase or subscribes to the Service
directly from the Limo Anywhere Site, another Affiliate Site or
otherwise, without clicking on the Limo Anywhere Link located on the
Affiliate Site.
d. Payments. An Affiliate can request to be paid at any time by
clicking on the “Pay Me Now” link on the Affiliate Site. Limo
Anywhere, Inc. will then tender payment to Affiliate for all
Commissions earned by Affiliate and actually received by Limo
Anywhere, Inc. up to the date of the request. If, at the time of the
request, Affiliate does not have at least Fifty Dollars ($50) in
accumulated Commissions, Limo Anywhere, Inc. will hold Affiliate’s
payments until Affiliate's Commission equals or exceeds $50. At this
point, Limo Anywhere, Inc. will tender payment to Affiliate with
Affiliate's next payment. Limo Anywhere, Inc. will determine the
best way to pay the Affiliate , by Check, Wire Transfer, or Online
Third Party Money Transfer Service such as PayPal. Affiliate is
solely responsible for declaring and paying all taxes arising from
Affiliate's receipt of the Commissions. Further, Affiliate shall not
sell or transfer any Commissions earned by Affiliate during the term
of this Agreement.
e. Termination. Affiliate will receive Commissions for Qualified
Sales and Subscriptions so long as a Subscriber continues his or her
subscription uninterrupted. However, upon termination or suspension
of the Service by a Subscriber or by Limo Anywhere, Affiliate
acknowledges and agrees that Limo Anywhere shall no longer owe any
Commissions with regard to such Subscriber. If You reactivate Your
account at a later date, You will not receive any commissions
previously forfeited nor commissions from any Subscribers You had
signed up before deactivation
3. Our Grant of Rights to You
Subject to all restrictions set forth in this Agreement, Limo
Anywhere grants to Affiliate a limited, non-exclusive, non-sub
licensable, and non-transferable license to use the Affiliate Site
and Limo Anywhere Link(s) solely for the purpose of promoting the
services as licensed hereunder. Except as expressly set forth
herein, no license to the Affiliate Site or Limo Anywhere Link(s) is
granted to Affiliate for any other purpose, and any other uses of
the Affiliate Site or Limo Anywhere Link(s) by Affiliate shall
constitute a material breach of this Agreement and Limo Anywhere
shall be entitled to immediately terminate this Agreement.
4. Term and Termination
This Agreement is effective as of the date you click on the "I
ACCEPT" button below and shall continue until terminated by either
party. Affiliate may terminate Agreement by contacting Limo
Anywhere, Inc. via email or telephone and following the steps to
remove his or herself as an Affiliate provided by Limo Anywhere,
Inc.. Limo Anywhere, Inc. may terminate this Agreement immediately
upon the material breach by Affiliate or Affiliate Manager of any of
the obligations hereunder. Limo Anywhere, Inc. may also terminate
this Agreement with any Affiliate or Affiliate Manager with or
without cause, upon thirty (30) days written or E-mailed notice.
Upon termination of this Agreement, Affiliate shall immediately
cease use of, and remove from the Affiliate Site, any and all Limo
Anywhere Links or other materials provided to Affiliate by Limo
Anywhere, Inc. Sections 4 - 7 shall survive termination of this
Agreement.
5. Disclaimer of Warranty
THE LIMO ANYWHERE SITE AND THE AFFILIATE SITE, INCLUDING WITHOUT
LIMITATION, ALL PRODUCTS AND SERVICES DISPLAYED OR OFFERED ON THE
LIMO ANYWHERE SITE, AND ALL TEXT, GRAPHICS LINKS AND APPLICATIONS
ARE PROVIDED TO AFFILIATE ON AN "AS IS"-“AS AVAILABLE” BASIS AND
WITHOUT WARRANTIES OF ANY KIND. LIMO ANYWHERE DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE
FOREGOING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A
COURSE OF DEALING. LIMO ANYWHERE, INC. DOES NOT WARRANT THAT THE
LIMO ANYWHERE SITE OR AFFILIATE SITE WILL FUNCTION WITHOUT
INTERRUPTION OR THAT IT WILL BE ERROR-FREE.
6. Limitation of Liability
IN NO EVENT SHALL LIMO ANYWHERE, INC. BE LIABLE FOR DAMAGES
RESULTING FROM LOSS OF DATA, PROFITS, USE OF THE LIMO ANYWHERE SITE,
THE AFFILIATE SITE, OR ANY LIMO ANYWHERE PRODUCTS OR SERVICES; OR,
FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN
CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH ANY PRODUCTS OR
SERVICES PROVIDED HEREUNDER. IN NO EVENT SHALL LIMO ANYWHERE, INC.'S
' CUMULATIVE LIABILITY ARISING FROM THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO
AFFILIATE HEREUNDER.
7. Miscellaneous
This Agreement, including all policies posted on the Limo Anywhere
Site, represents the entire agreement of the parties with respect to
the subject matter hereof and supersedes all prior and/or
contemporaneous agreements or understandings, written or oral,
between the parties with respect to the subject matter hereof. This
Agreement and Limo Anywhere policies are subject to change by Limo
Anywhere, Inc. at any time. Continued usage of the Services after a
new policy is implemented and posted on the Limo Anywhere Site,
constitutes your acceptance of such change or policy. We encourage
you to regularly check the Limo Anywhere Site for any changes or
additions. If any of the provisions, or portions thereof, of this
Agreement are found to be invalid under any applicable statute or
rule of law, then, that provision notwithstanding, this Agreement
shall remain in full force and effect and such provision or portion
thereof shall be deemed omitted.
This Agreement and the rights granted and obligations undertaken
hereunder may not be transferred, assigned or delegated in any
manner by Affiliate. Any waiver of any provision of this Agreement,
or a delay by any party in the enforcement of any right hereunder,
shall neither be construed as a continuing waiver nor create an
expectation of non-enforcement of that or any other provision or
right. This Agreement is made under, and shall be governed by and
construed in accordance with, the laws of the State of Texas,
U.S.A., excluding its choice of law provisions. The parties
acknowledge and agree that the state and federal courts located in
the county of Dallas, in the State of Texas will have exclusive
jurisdiction over any claim or action arising under or relating to
this Agreement or the goods or services provided under this
Agreement. The parties agree to waive application of the provisions
of the United Nations Convention on Contracts for the International
Sale of Goods.
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