| MyLife.com Affiliate Program Agreement |
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This agreement governs your participation in the MyLife.com Affiliate Program. You are not authorized to perform any services for or on behalf of MyLife.com and MyLife.com shall not be required to pay any commissions or other compensation to you unless and until such time as you have been accepted into the MyLife.com Affiliate Program (as defined below) and you have affirmatively accepted this Agreement electronically or in writing, as required by MyLife.com at the time of your acceptance as a Participant. Your participation in the Affiliate Program and use of the Program Site (as defined below) is also subject to MyLife.com�s Privacy Policy and Terms of Service, which are incorporated herein by reference. The MyLife.com Affiliate Program (the "Affiliate Program") is operated by MyLife.com, Inc. ("MyLife.com"). In this agreement, the terms "Participant", "you" and "your" refer to you (the applicant), and the "Sponsor Site" refers to the Web site from which you will link to MyLife.com pursuant to the Affiliate Program. 1. Description of Affiliate Program The Affiliate Program provides Participants the ability to earn commissions as compensation for distributing the MyLife.com Get-in-Touch Services (the "Service") available at MyLife.com's Web site (or any successor website(s) thereof) located at url: www.mylife.com (or other URLs owned or controlled by MyLife.com at which the Service may be made available from time to time) (the "MyLife.com Site") and generating online subscriptions to the Service. In order to become a Participant, you must login to the Affiliate Program Web site located at url: http://affiliates.mylife.com/ (the "Program Site") and complete the Participant application, as further described in Section 2 below. We will evaluate your application and notify you of your acceptance, in MyLife.com's sole discretion. Until you are notified of your acceptance and you have affirmatively accepted the terms of this Agreement, you are not authorized to distribute the Service or generate online subscriptions to the Service for or on behalf of MyLife.com. and you will not be entitled to any commissions or compensation from MyLife.com. Following your acceptance as a Participant, you will have the right to utilize a self-service Web application so as to access MyLife.com links, banner ads, and other Integration elements that link to the MyLife.com Site (collectively, the "Integrations"), as made available by MyLife.com in accordance with Section 7(B) below. Subject to the terms of this Agreement, Participants may include any or all such Integrations on the Participant's Sponsor Sites (the "Sponsor Sites"). Users who link to the MyLife.com Site via an Integration and create a unique registration to the Service in the same session are attributed to the Participant that operates the relevant Sponsor Site. When such users register, and/or purchase subscriptions to the Service during the term of this Agreement using such registration, the relevant Participant is eligible for a commission for such registration and/or subscription as described in Section 3 (Commission Fees) below. 2. Required Information: Affiliate Account In order to become a Participant, you must provide MyLife.com with the information required in the online application form located on the Program Site. As part of this process, U.S.-based Participants must provide MyLife.com with a social security number or taxpayer ID number for payment and record keeping purposes. In addition, the Participant must submit an executed IRS Form W-9 to MyLife.com via mail or email to the address set forth below under Section 18 (Notice). Failure to provide MyLife.com with an updated W-9 will result in the withholding of earned commission payments until the form is received. You are responsible for maintaining the confidentiality of the email address and password that you designate as your login combination, and you are fully responsible for all activities that occur under your email address and password. You agree to immediately notify MyLife.com of any unauthorized use of your email address or password or any other breach of security. MyLife.com will not be liable for any loss or damage arising from your failure to comply with this provision. 3. Commission Fees MyLife will pay you a commission (hereafter a "Commission Fee") based upon one of the following approaches. The Participant must elect a commission structure at the time of joining the Affiliate Program. A) Commission per Completed Registration MyLife.com will pay you a Commission Fee on each Qualifying Registration to the Service purchased during the Term. "Qualifying Registration" means a first-time guest registration completed by a customer that he or she created after linking to the MyLife.com Site from a Sponsor Site via an Integration. MyLife.com may offer special pricing and discounts from time to time in its sole discretion. Commission Fees are calculated based upon the actual completed registration. If registrations are found to be fraudulent, affiliate will not be paid a commission and will be provided with the information that MyLife.com used in determining this. B) Commission per Paid Subscription MyLife.com will pay you a Commission Fee on each Qualifying Subscription to the Service purchased during the Term. "Qualifying Subscription" means a first-time subscription purchased by a customer using a registration to MyLife.com that he or she created after linking to the MyLife.com Site from the Sponsor Site via an Integration. If subscriptions are found to be fraudulent, affiliate will not be paid a commission and will be provided with the information that MyLife.com used in determining this. |
| Commission Structure. |
MyLife.com may offer special pricing and discounts in its sole discretion. MyLife.com has no obligation to revise this Agreement when it changes its subscription fees and/or offers special pricing or discounts. No Commission Fee will be paid on re-subscriptions or auto-renewals of existing Qualifying Subscriptions. If a Qualifying Subscription for which a Commission Fee is paid to Participant is later refunded or charged back, the relevant Commission Fee will be deducted from the next payment sent to Participant following such event. In addition, charge backs and refunds will be counted against the aggregate number of Qualifying Subscriptions in determining eligibility for any "top performer bonuses" paid by MyLife.com from time to time in its sole discretion. Please note that MyLife.com reserves the right to change any of the terms and conditions in this Agreement at any time, including the payment terms described in this Section 3, by posting a new agreement on the Program Site (or any successor or replacement site thereof), as described below in more detail in Section 14 (Modifications). 4. Commission Fee Payments Within approximately 30 days after the end of each calendar month during the Term, MyLife.com shall deliver to you (1) the aggregate Commission Fees (less any taxes required to be withheld under applicable law) due to you with respect to such calendar month and (2) a statement of Qualifying Registrations activity with respect to such calendar month. MyLife.com will make such payments by check in the name of and to the address you provide to MyLife.com on the Program Site (the "Payee Information"). You will be responsible for updating the Payee Information by logging on to the Program Site and updating your account information. Notwithstanding the foregoing, MyLife.com will not send a payment to you until such time as the aggregate payment due to you is at least $25.00. In its last regularly scheduled payment to Participants in each calendar year, MyLife.com will distribute the aggregate amount then owing to you, even if such amount is less than $25.00. 5. Subscription Payment Processing MyLife.com will be solely responsible for processing every Qualifying Registration and Subscription. Payment processing, renewal payment processing, cancellations and refund processing, and related customer service are the responsibility of MyLife.com. All of the rules, operating procedures and policies of MyLife.com regarding customer registrations and subscription will apply to all subscription orders MyLife.com receives. MyLife.com reserves the right to reject any registration or subscription order that does not comply with its rules, operating procedures and/or policies. Participant is not permitted to make any exceptions to MyLife.com's rules, operating procedures or policies or otherwise communicate with subscribers about these rules except with MyLife.com's prior authorization, which may be withheld in MyLife.com's sole discretion. 6. Tracking of Subscription Sales MyLife.com will be solely responsible for tracking registrations and subscription sales. Statements of registration and subscription activity will be provided to Participant as described in Section 4 (Commission Fee Payments) above. To protect the privacy of MyLife.com's customers, the names and other personally identifying information of customers will not be provided to Participant. All information about customers and users collected by MyLife.com shall be owned solely and exclusively by MyLife.com. 7. Intellectual Property A) Sponsor Site You shall ensure that none of the materials utilized or displayed on the Sponsor Site, including your logo and preamble text, infringe upon the rights, including the intellectual property rights, of any third parties. You must have express permission to use another party's copyrighted material. MyLife.com will not be responsible if you use another party's copyrighted material in violation of the law. B) Provision of Integrations MyLife.com is responsible for providing all Integrations to Participants via the Program Site in a form ready to use by the Participants. MyLife.com shall have the right, in its sole discretion, to direct any or all Participants to immediately cease to use, display and distribute any and/or all Integrations provided by MyLife.com pursuant to this Agreement, and the Participants shall immediately comply with such direction. Further, MyLife.com shall have the right at any time to replace, update or amend any existing Integrations already being used, displayed or distributed by Participants in connection with their performance hereunder, and the Participants shall promptly replace such existing Integrations upon notice from MyLife.com. C) Use of MyLife.com Intellectual Property As between the parties, Participant acknowledges and agrees that MyLife.com owns all right, title and interest in and to all patents, copyright, trademarks, trade secrets, service marks, trade names and other intellectual property in the MyLife.com Site, the Program Site, the Integrations and the Service and any software provided by MyLife.com in connection with this Agreement (the "MyLife.com Intellectual Property"). Participant shall not take any action inconsistent with such ownership by MyLife.com, nor attempt to register any MyLife.com Intellectual Property in any jurisdiction. MyLife.com hereby grants to Participant, for the Term of this Agreement, a non-exclusive, non-transferable license to use the MyLife.com Intellectual Property contained in the Integrations, subject to MyLife.com's approval, for the express limited purpose of performing under this Agreement. You, by virtue of this Agreement, shall not obtain or claim any right, title or interest in or to the MyLife.com Intellectual Property, except the right of use as specified herein, and you acknowledge and agree that all such use shall inure to the benefit of MyLife.com. Participant shall use the MyLife.com Intellectual Property only as provided by MyLife.com, and shall not alter, copy, modify, take, sell, re-use, or distribute in any manner any the MyLife.com Intellectual Property in any way except as otherwise permitted under this Agreement. MyLife.com shall have the right to monitor the quality of Participant's use of the MyLife.com Intellectual Property. Any references to the MyLife.com Intellectual Property shall contain the appropriate trademark, copyright or other legal notice provided from time to time by MyLife.com. Upon a request from MyLife.com, Participant shall immediately cease use of any and all MyLife.com Intellectual Property, on the Sponsor Site and elsewhere. D) Use of MyLife.com Profiles You may not use any profiles or other information regarding MyLife.com users on the Sponsor Site or anywhere else for any reason whatsoever. Doing so may result in immediate termination of this Agreement or suspension of your participation in the Affiliate Program. 8. MyLife.com Policies Apply to All Orders and Registrations Every customer who registers or buys a subscription through the Affiliate program is deemed to be a customer of MyLife.com. Participant does not have the authority to make or accept any offer on behalf of MyLife.com. All MyLife.com policies regarding customer orders and registrations for the MyLife.com Site will apply to these customers, including those set forth in the MyLife.com Privacy Policy and Terms of Service. MyLife.com is not responsible for any representations made by Participant that contradict MyLife.com's policies. 9. Prices and Availability The price charged for subscriptions sold under this program will be determined by MyLife.com according to its own pricing policies. Prices may vary from time to time as determined in MyLife.com's sole discretion. MyLife.com policies will always determine the price paid by the customer. 10. Prohibited Content; Complaints A) Prohibited Content No sponsoring Web site may display any of the following content or engage in any of the following activity:
B) Complaints MyLife.com shall notify Participant of any complaint received by MyLife.com regarding Participant's use or distribution of any Integrations or any other acts or omissions of Participant which would constitute a material breach of this Agreement. Within forty-eight (48) hours of such notification, Participant shall respond to MyLife.com by providing any facts and evidence relevant to the complaint. If Participant fails to provide source information reasonably satisfactory to MyLife.com to demonstrate that Participant did not commit any act or omission in material breach of this Agreement, then in addition to any and all other remedies available pursuant to this Agreement and under existing laws, MyLife.com shall have the right in its sole discretion to suspend payments to Participant and/or suspend or terminate Participant�s rights under this Agreement. 11. Web Site Service Interruption MyLife.com will use commercially reasonable efforts to keep the MyLife.com Site, the Program Site and the Service operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Participant agrees not to hold MyLife.com liable for any of the consequences of such interruptions. 12. Email Participant is prohibited from sending any email containing MyLife.com's name or branding or any other MyLife.com Intellectual Property. In the event that you would like to pursue the opportunity to market the Sponsor Site by email using MyLife.com's name or branding, please contact MyLife.com as indicated in Section 18 (Notice) of this Agreement. In the event that you meet certain criteria, and agree to sign a separate Agreement regarding email practices, including, among other things, compliance with the CAN-SPAM Act of 2003, MyLife.com may permit you to send emails using MyLife.com's name and/or branding. However, MyLife.com reserves the right to reject any such request in its sole discretion. 13. Term of the Agreement This Agreement shall commence on the day it is accepted by the Participant and shall continue until terminated by Participant or MyLife.com as provide herein (the "Term"). 14. Modifications MyLife.com reserves the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion, by posting a new agreement reflecting such changes on the Program Site, such changes to be effective upon posting. MyLife.com will not be required to provide notice to Participants of changes to the Agreement other than by posting the revised Agreement as described above. Participant may not change or modify this Agreement. 15. Termination of this Agreement; Survival Either party, acting in its sole discretion, may choose to cancel this Agreement at any time by written notice of cancellation to the other. Such cancellation will be effective immediately after such notice. MyLife.com shall have the right to terminate any Participant that generates $0 in Commission Fees during any consecutive 120-day period. In addition, MyLife.com may terminate this Agreement immediately upon notice to Participant of Participant's breach of any provision of this Agreement. Upon termination of this Agreement, Participant shall immediately cease the performance of all services being conducted by Participant under this Agreement, and shall immediately cease use of all MyLife.com Intellectual Property and the Program Site. Any provision of this Agreement that expressly states that it shall survive or which, by its nature, must survive the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement. 16. Warranty Disclaimer MyLife.com makes no warranties, representations or conditions with regard to the Affiliate Program, the MyLife.com Site, the Program Site or the Service, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, MyLife.com expressly disavows any obligation to indemnify Participant or any of its representatives or owners in connection with any lawsuit or other proceeding arising out of any of Participant's users use of the MyLife.com Site or the Service. 17. Limitation of Damages MyLife.com shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the program, even if MyLife.com has been advised of the possibility of such damages. Further, MyLife.com's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total Commission Fees and Referral Fees paid or payable by MyLife.com to Participant under this Agreement. 18. Notice All notices and requests in connection with this Agreement will be given in writing and will be deemed given as of (1) the day they are received if sent either by messenger, delivery service, or the U.S. mail or (2) the date sent if delivered by email or fax, and addressed as follows: If to MyLife.com: MyLife.com Affiliate Program 2118 Wilshire Blvd. Box 1008 Santa Monica, CA 90403-5784 affiliateadmin@mylife.com If to Participant: To the postal address, email address and/or fax number provided by Participant to MyLife.com on the Program Site. 19. Representations and Warranties Participant represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation. 20. Indemnification Participant shall defend, indemnify and hold harmless MyLife.com, its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of Participant's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Participant; or (iii) it is based upon Participant's violation of any applicable federal, state or local law or regulation in providing products or services hereunder. 21. Miscellaneous Participant and MyLife.com are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Participant shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of MyLife.com. Subject to the foregoing restriction, this Agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns. 22. Governing Law; Jurisdiction This Agreement shall be governed by the laws of the State of California without reference to its choice of law principles. Any legal action, suit or proceeding arising out of or relating to this Agreement will be instituted exclusively in a court of competent jurisdiction, state or federal, located in the State of California, County of Los Angeles, and in no other jurisdiction. The parties hereby irrevocably consent to personal jurisdiction and venue in, and agree to service of process authorized by, such courts. |