Affiliate Terms & Conditions
Terms & Conditions-Affiliate Program |
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THIS IS A BINDING LEGAL AGREEMENT – PLEASE READ THE ENTIRE AGREEMENT
CAREFULLY.
BY SUBMITTING THE ONLINE APPLICATION YOU AGREE TO BE LEGALLY RESPONSIBLE
FOR EACH AND EVERY TERM AND CONDITION OF THIS AGREEMENT.
This Affiliate Agreement ("Agreement") is made by and between you and
RVupgrades.com Inc (together with any other entities that it controls,
is controlled by or is under common control with, "RVupgrades") and
contains the complete terms and conditions that apply to your
participation in the RVupgrades Affiliate Program (the "Program").
Throughout this Agreement, "we," "us," and "our" refer to RVupgrades,
and "you," "your," and "yours" refer to the person or entity applying to
be included in the Program hereunder. The purpose of this Agreement is
to allow HTML linking between your web site and the RVupgrades website.
- ENROLLMENT IN THE PROGRAM
To begin the enrollment process, you must read and agree to the
terms and conditions of this Agreement. If you agree with all of the
terms and conditions of this Agreement, you may indicate your
acceptance of same by completing and submitting the online
application. We will evaluate your application at our earliest
convenience (usually, applications are reviewed within 24 hours of
submission). You may only participate in the Program if RVupgrades
accepts your application. We may reject your application at our sole
discretion. We may also cancel your participation in the Program at
any time in our sole discretion if we determine that your
participation is unsuitable for the Program, including, but not
limited to, if your web site includes content that we deem to be
unlawful, harmful, threatening, discriminatory, defamatory, violent,
sexually explicit, obscene, harassing, offensive, or otherwise
objectionable or if you violate any of the terms and conditions set
forth in this Agreement.
- PROMOTION OF THE PROGRAM
As part of the Program, you may obtain access to an affiliate
account interface ("Account Manager") handled by Volusion our
affiliate network provider. Unless already registered with
RVupgrades, you must create login and password to use the MyAccount
manager. You will be able to change your password in accordance with
RVupgrades’s policies and procedures. Through the MyAccount manager
you may review additional details about the Program and currently
active campaigns, download HTML code for certain graphic and textual
links (each, a "Link") that identify your web site using
identification codes, cookies or other tracking protocols and
establish a hyperlink between your site and ours that directs
traffic to landing pages within the RVupgrades web site. In order
for us to accurately keep track of all traffic from your site to
ours, you must use the HTML code that we provide. Subject to the
terms and conditions of this Agreement, you may display the Links
provided by RVupgrades to you on your web site as part of the
Program. RVupgrades reserves the right, at any time, to review your
placement and use of Links and to require changes to comply with
various policies and guidelines provided to you by RVupgrades from
time to time.
From time to time, RVupgrades, in its sole
discretion, also may make available various marketing or promotional
materials relating to RVupgrades ("Marketing Materials") as part of
the Program. All Marketing Materials will be solely provided by
RVupgrades alone except where agreed to by RVupgrades in writing in
advance. The Marketing Materials are provided on an AS IS and AS
AVAILABLE basis, WITH ALL FAULTS and WITHOUT WARRANTY of any kind
and nothing contained in any Marketing Materials shall in any way be
deemed a representation or warranty of RVupgrades. The Marketing
Materials shall at all times be the sole and exclusive property of
RVupgrades and no rights of ownership shall at any time vest with
you even in such instances where you have been authorized by
RVupgrades to make changes or modifications to the Marketing
Materials.
A. Social Media - You
may post your custom URL string as an attachment on your facebook
fan page, but cannot not
'tag' the RVupgrades fan page or any of our vendors/partners in the
post. This is considered mining for customers and a violation of
this affiliate agreement. Your
affiliate URL can and should only be used on YOUR website, blog or
social media page. Note, you can mention RVupgrades and it's
partners/vendors, but cannot 'tag' them in the post. Repeat
violation of this offense will result in your affiliate account
being terminated.
- RESPONSIBILITIES OF RVupgrades
A. RVupgrades will provide the Links.
B. RVupgrades will be solely responsible for tracking the volume and
amount of sales placed through the RVupgrades.com site that are
generated from your web site, and for providing information to you
regarding sales statistics.
C. RVupgrades will be solely responsible for all aspects of
processing orders and fulfillment of orders placed on the RVupgrades
site by a customer following a Link from your web site, including,
but not limited to order entry, payment processing, and related
customer services. RVupgrades reserves the right, in its sole
discretion, to reject orders.
- YOUR RESPONSIBILITIES
A. You will use your best efforts to promote and market the
RVupgrades Services.
B. You will cooperate fully with RVupgrades in order to establish
and maintain any Links placed on your web site. In order to permit
accurate tracking and reporting, you will be solely responsible for
ensuring that Links from your web site to the RVupgrades site are
properly formatted and functioning.
C. You will cooperate fully with RVupgrades in order to avoid
placing the Links in close proximity to the links of, or any other
reference to, another entity that is a direct competitor of
RVupgrades.
D. You will ensure that your use of the Links in no way affects or
alters the look, feel, or functionality of the RVupgrades site.
E. You will immediately remove the Links at the request of
RVupgrades.
F. You will display the Marketing Materials solely for the purpose
of marketing and promoting the RVupgrades Services. You will not
alter, amend, adapt or translate the Marketing Materials without
RVupgrades's prior written consent. You will cease displaying the
Marketing Materials immediately upon request by RVupgrades.
G. In no event will you engage in any marketing or promotional
activity related to RVupgrades in any unauthorized area, location,
territory or jurisdiction, as defined by RVupgrades in its sole
discretion from time to time.
H. This affiliate program adheres to a closed paid search policy.
You will not bid on keywords (whether separately or in combination
with other keywords) related to any RVupgrades product or service,
or any name, mark or other identifier used to describe any
RVupgrades product or service, or any misspellings or similar
alterations thereof, in pay-per-click (“PPC”) campaigns. We reserve
the right to terminate your participation in the Program
immediately, without prior notice to you even on the first
occurrence of any prohibited PPC bidding behavior. You are also
forbidden from using trademarks of other parties in your RVupgrades
campaigns.
I. You are free to promote your own web sites, but naturally any
promotion that mentions RVupgrades could be perceived by the public
or the press as a joint effort. Accordingly, unless such promotion
is specifically authorized as part of the Program, You will not
engage in any promotion that mentions RVupgrades without
RVupgrades's prior written consent. You should know that certain
forms of advertising and solicitation are generally prohibited by
RVupgrades. For example, advertising commonly referred to as
"spamming" is unacceptable to us and could cause damage to our name.
Other generally prohibited forms of advertising include the use of
unsolicited commercial email (UCE), postings to non-commercial
newsgroups and cross-posting to multiple newsgroups at once. In
addition, you may not advertise or solicit in any way that conceals
or misrepresents your identity, your domain name, or your return
email address. In the event that you have a list of addresses where
the individuals on the list are already a customer or subscriber of
your services or web site and have expressly elected to receive
commercial messages from you, you may use mailings to customers to
promote RVupgrades so long as you comply with applicable laws and
include a prominent "unsubscribe" option that allows recipients to
remove themselves from future mailings. Also, you may post to
newsgroups to promote RVupgrades so long as you comply with
applicable laws and the news group specifically welcomes commercial
messages. At all times, you must comply with all applicable laws and
must clearly represent yourself and your web sites as independent
from RVupgrades and its clients. If it comes to our attention that
you are spamming or violating any applicable laws, reserve the right
to immediately terminate this Agreement and your participation in
the Program. Any pending balances owed to you will be forfeited and
will not be paid if your account is terminated.
J. You will not (a) engage in any fax, broadcast or telemarketing
and any other offline marketing methods with respect to RVupgrades
or the Program, (b) use any "malware," "spyware," "parasiteware,"
"interstitials," "shopping assistants," "toolbars," "add-ons,"
"wallets," "pop-ups," "pop-unders," or any form of deceptive
marketing material, technique or parasitic application, including
but not limited to, (i) causing any commission tracking cookies to
be set or overwritten through any means other than a customer
initiated click on a qualifying link on a web page or email; (ii)
intercepting queries or search results to redirect traffic in a
manner other than as if a user had arrived at the same destination
under normal circumstances; (iii) setting or overwriting any
commission tracking cookies by means of any inline frames, hidden
links, automatic pop-ups or pop-unders or similar technique or
practices; (iv) targeting text or other content for the purpose of
contextual marketing on web sites, other than those web sites 100%
owned by the application owner; or (v) removing, replacing or
blocking the visibility of affiliate banners with any other banners,
other than those that are on web sites 100% owned by the owner of
the application, (c) make any false, misleading or disparaging
representations or statements with respect to RVupgrades or any
products or services of RVupgrades or (d) engage in any other
practices which may affect adversely the credibility or reputation
of RVupgrades, including but not limited to, using any web site in
any manner, or having any content on any web site, that (i) promotes
sexually explicit materials, violence, discrimination based on race,
sex, religion, nationality, disability, sexual orientation or age
and/or any illegal activities or (ii) violates any intellectual
property or other proprietary rights of any third party.
K. You will conduct all activities hereunder in accordance with the
highest industry standards and in compliance with all applicable
laws, rules, regulations and directives.
L. You will allow RVupgrades to monitor your web site at any time to
determine if you are in compliance with the terms and conditions of
this Agreement.
M. You will bear all costs and expenses for your activities in
connection with the Program unless otherwise determined by
RVupgrades, in its sole discretion.
- DETERMINATION OF FEES
Currently, the Program is a PPS (pay-per-sale) affiliate program,
but RVupgrades reserves the right to change the Program at any time,
in its sole discretion. Payouts may differ based on products sold or
sales thresholds achieved. RVupgrades reserves the right to
terminate this Agreement and your participation in the Program
immediately and without notice to you upon any suspicion of fraud,
abuse or other unacceptable activity or behavior in connection with
the Program, as determined by RVupgrades in its sole discretion.
RVupgrades shall not be liable to you for any fees accrued in the
event of a termination due to suspicious activity.
- PAYMENT OF FEES
All payments for the Program are handled by RVupgrades. As required
by U.S. law, U.S. residents will be required to sign a W-9 form for
the Internal Revenue Service prior to being sent any payments.
- CUSTOMER POLICIES AND PRICING
Customers purchasing products and services as part of the Program
will be deemed customers of RVupgrades. All rules, policies, terms,
conditions and operating procedures concerning customer orders,
customer service, and RVupgrades sales will apply to these
customers. RVupgrades may change its policies and operating
procedures, including pricing, at any time. RVupgrades will
determine, in its sole discretion, the prices to be charged for
products and services sold by RVupgrades in accordance with our own
pricing policies. You shall not include price information on your
web site unless pricing information is made available on Links
provided by RVupgrades. Prices and availability of products and
services sold via the RVupgrades site may vary from time to time.
RVupgrades uses commercially reasonable efforts to present accurate
information, but we do not guarantee the availability or price of
any particular product or service.
- LICENSE OF TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
RVupgrades grants to you a limited, non-exclusive, non-transferable,
revocable right, during the term of this Agreement, to (i) access
the RVupgrades site through the Links solely in accordance with the
terms of this Agreement and (ii) display RVupgrades logos, trade
names, marks, and similar identifying material (the "RVupgrades
Marks") solely in the form that we provide to you or authorize you
to use in connection with such Links and only as permitted herein.
RVupgrades may revoke your license at any time for any reason in its
sole discretion without written notice. Unless revoked sooner by
RVupgrades, this license terminates upon the effective date of the
expiration or termination of this Agreement.
You acknowledge and
agree that: (a) you will use the RVupgrades Marks in a lawful manner
and only as permitted hereunder; (b) you will use the RVupgrades
Marks in strict compliance with section 2 and all formats,
guidelines, standards and other requirements prescribed by
RVupgrades; (c) the RVupgrades Marks are and shall remain the sole
property of RVupgrades (or its licensors); (d) nothing in this
Agreement confers in you any right of ownership in the RVupgrades
Marks and all use thereof by you inures to the benefit of RVupgrades
(or its licensors); and (e) you will not, now or in the future,
dispute, contest or do anything to impair the validity of any
RVupgrades Marks or use any mark or logo confusingly similar to any
RVupgrades Marks. You may not alter, modify, or change the
RVupgrades Marks in any way. You are only entitled to use the
RVupgrades Marks to the extent that you are authorized to
participate in the Program hereunder. You agree not to use the
RVupgrades Marks in any manner that is misleading or disparaging or
that otherwise portrays RVupgrades or its affiliates in a negative
light. You are not authorized to make any use of any RVupgrades
Marks for any purpose other than as expressly provided hereunder
without first submitting a sample to RVupgrades and obtaining
RVupgrades's prior written consent.
As between RVupgrades and you, the RVupgrades Marks, Marketing
Materials, all demographic and other user information relating to
Program, and all software, documentation, hardware, equipment,
devices, templates, tools, documents, processes, methodologies,
know-how, websites, and any additional intellectual or other
property used by or on behalf of RVupgrades or otherwise related to
RVupgrades, together with all copyrights, trademarks, patents, trade
secrets and any other proprietary rights inherent therein and
appurtenant thereto (collectively, "RVupgrades Property") shall be
and remain the sole and exclusive property of RVupgrades. To the
extent, if any, that ownership of any RVupgrades Property does not
automatically vest in RVupgrades by virtue of this Agreement, or
otherwise, you hereby transfer and assign to RVupgrades, effective
automatically upon the creation thereof, any and all rights, title
and interest you may have in and to such RVupgrades Property,
including the right to sue and recover for past, present and future
violations thereof.
- OBLIGATIONS REGARDING YOUR WEB SITE
You will be solely responsible for the development, operation, and
maintenance of your web site and for all materials that appear on
your web site. Such responsibilities include, but are not limited
to, the technical operation of your web site and all related
equipment; the accuracy and propriety of materials posted on your
web site (including but not limited to, RVupgrades related
materials); ensuring that your web site and all materials posted on
your web site do not violate or infringe upon the intellectual
property or other rights of any third party and are not libelous or
otherwise illegal. We reserve the right, but undertake no
obligation, to monitor your site at any time to determine if you are
following the terms and conditions of this Agreement or to make sure
that your links to our web site are appropriate. We may notify you
of any changes to your site that we feel should be made. If you do
not make the changes to your site that we feel are necessary, we
reserve the right to terminate your participation in the Program
.
RVupgrades disclaims all liability for any and all aspects of the
development, operation and maintenance of your web site and for any
and all materials that appear on your web site. Further, you will
indemnify and hold harmless RVupgrades and its affiliated entities,
their respective members, partners, officers, directors, agents and
employees, and their respective heirs, administrators, executors,
successors and assigns, from and against any and all claims,
demands, obligations, causes of action and lawsuits whether in law
or equity and all damages, liabilities, fines, judgments, penalties,
costs (including the payment of reasonable attorneys' fees and
disbursements), in any way arising out of or relating to any and all
aspects of the development, operation or maintenance of your web
site and any and all materials that appear on your web site.
You agree that your web site will not, in any way, copy or resemble
the look and feel of the RVupgrades site and that you will not do
anything to create the impression that your web site is the
RVupgrades site or a part of the RVupgrades site. You also agree
that you will not frame the RVupgrades site in any manner including
without limitation causing your web site's tool bar to appear on the
RVupgrades site. You further agree that your web site will not
contain any content of the RVupgrades site or any materials which
are proprietary to RVupgrades except with the prior written
permission of RVupgrades. You also agree that your domain name does
not and will not contain "RVupgrades" or any variation or
misspelling thereof or any other name, mark or other identifier used
by RVupgrades. This includes, but is not limited to: RVupgrades,
RVupgrades.com, Your Fashion Caddy, Fashion Caddy Blog, The Front 9,
The Back 9, Tee It Up In Style, G4H, G4H.com.
It is entirely your responsibility to follow all applicable
intellectual property and other laws that pertain to your site. You
must have express permission to use any person's copyrighted
material, whether it be a writing, an image, or any other
copyrightable work. We will not be responsible (and you will be
solely responsible) if you use another person's copyrighted material
or other intellectual property in violation of the law or any third
party rights.
- NOTICE
If RVupgrades accepts your application, you will be provided with an
address for notice purposes through the MyAccount manager. The
contact information you provide on your application will serve as
your notice information. Except as otherwise allowed via the My
Account manager, any notice, approval, request, authorization,
direction or other communication by you under this Agreement shall
be given in writing and shall be deemed to have been delivered and
given for all purposes (a) on the delivery date if delivered
personally or by e-mail to the party to which the same is directed;
(b) two (2) business days after deposit with an internationally
recognized commercial overnight courier service, with written
verification of receipt; or (c) five (5) business days after deposit
if mailed by certified or registered mail, return receipt requested,
postage and charges prepaid, to the address specified in accordance
herewith.
- TERM OF THE AGREEMENT/TERMINATION
The term of this Agreement will begin upon acceptance of your
application by RVupgrades and will end immediately when terminated
by either party. Either party may terminate this Agreement at any
time, with or without cause, by giving the other party written
notice of termination. In addition, RVupgrades reserves the right to
terminate this Agreement upon any breach of this Agreement by you.
Upon termination, all rights and licenses granted to you hereunder
will immediately cease and you must immediately remove all Links and
cease using all Marketing Materials, confidential information and
any other information or materials belonging to RVupgrades or in any
way regarding RVupgrades or the RVupgrades Services and RVupgrades
may take all actions necessary to disable your participation in the
Program. Provisions of this Agreement which by their nature should
survive termination or expiration of this Agreement in order to be
given full effect, including, but not limited to, the provisions of
Sections 12 through 24, will survive the termination or expiration
of this Agreement in accordance with their terms.
- MODIFICATION BY RVupgrades
RVupgrades reserves the right to modify any terms and conditions of
this Agreement at any time. You may be notified by e-mail or a
change notice may be posted in a manner accessible on
RVupgrades.com. Modifications may include, but are not limited to,
changes of the scope of available fees, fee schedules and payment
procedures. If any modification is unacceptable to you, your only
recourse and sole remedy is to terminate this Agreement in
accordance with Section 11 above. Your continued participation in
the Program following notice of a change will constitute your
binding acceptance of the change.
- RELATIONSHIP OF PARTIES
The parties to this Agreement are independent contractors and
nothing in this Agreement will be deemed to create any partnership,
joint venture, agency, franchise, sales representative, or
employment relationship between you and RVupgrades or to impose any
obligation or liability associated with any such relationship upon
RVupgrades. This Agreement does not grant you any right, power or
authority to enter into any agreement for, or on behalf of, or to
create, assume or incur any obligation or liability of, or to
otherwise bind, RVupgrades.
RVupgrades shall not be liable or responsible for your acts,
omissions or liabilities. In no event will you take actions that
would expressly or impliedly create the impression that you are an
employee, representative or agent of RVupgrades or its affiliated
entities.
You will have no authority to make or accept any offers, agreements,
representations or warranties on behalf of RVupgrades. You will not
make any representation, warranty or statement, whether on your web
site or otherwise, that contradicts anything in this Section.
- DISCLAIMERS
RVupgrades MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO ITS OBLIGATIONS HEREUNDER OR ANY ASPECT OF
THE PROGRAM OR ANY RVupgrades PRODUCTS OR SERVICES, AND RVupgrades
EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING
OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. YOU
UNDERSTAND AND AGREE THAT THE PROGRAM AND THE RVupgrades PRODUCTS
AND SERVICES MAY NOT SATISFY THE REQUIREMENTS OR YOU OR ANY THIRD
PARTY. IN ADDITION, RVupgrades MAKES NO REPRESENTATION OR WARRANTY
THAT ANY ASPECT OF THE ANY ASPECT OF THE PROGRAM OR THE PROVISION OF
ANY RVupgrades PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE AND RVupgrades WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS. YOU UNDERSTAND THAT RVupgrades DOES NOT
PROVIDES ANY WARRANTY, REPRESENTATION OR GUARANTEE AS TO THE ACTUAL
AMOUNT OF REVENUES OR ANY OTHER RESULTS THAT WILL BE GENERATED,
ACHIEVED OR PAID PURSUANT TO THIS AGREEMENT OR OTHERWISE IN
CONNECTION WITH THE PROGRAM OR ANY RVupgrades PRODUCTS OR SERVICES.
- REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to us as follows:
You will use the Links only as authorized hereunder. You are duly
authorized to enter into this Agreement and perform all obligations
hereunder. This Agreement has been duly and validly executed and
delivered by your electronic submission and constitutes legal,
valid, and binding obligation, enforceable against you in accordance
with its terms.
The execution, delivery, and your performance of this Agreement, and
your consummation of the transactions contemplated hereby will not,
with or without notice, lapse of time, or both, conflict or violate
any provision of law, rule, or regulation to which you are subject
or any provision of any corporate or other organizational documents
applicable to you; or any agreement or other instrument applicable
to you or binding upon your assets or properties.
You have the sufficient right and power to grant RVupgrades the
license to use the Affiliate Marks in the manner contemplated
herein, and such grant does not and will not breach, conflict with,
or constitute a default under any agreement or other instrument
applicable to you or binding upon your assets or properties; or
infringe upon any trademark, trade name, service mark, copyright, or
other proprietary right of any other person or entity.
No consent, approval, or authorization of, exemption by, or filing
with any governmental authority or third party is required in
connection with the execution, delivery, and performance of this
Agreement or any other action taken by you.
To the best of your
knowledge, there is no pending or threatened claim, action, or
proceeding against you, or any affiliate of yours with respect to
the execution, delivery, or consummation of this Agreement, or the
Authorized Affiliate Marks.
To the best of your knowledge, there is no basis for any such claim,
action, or proceeding.
You are an adult of at least 18 years of age.
- CONFIDENTIALITY
You shall ensure that all information provided to you by RVupgrades
(including, without limitation, the terms of this Agreement,
business and financial information, source code, object code, any
other software programs, product designs, know-how, techniques,
processes, algorithms, customer and vendor information, information
concerning research or development and pricing and sales information
concerning RVupgrades and any information of a third party who may
disclose such information to RVupgrades or you in the course of
RVupgrades's business) remains strictly confidential and secret. You
shall take all reasonable steps, at least substantially equivalent
to the steps you take to protect your own proprietary information,
to prevent the unauthorized duplication, disclosure or use of any
such information provided to you by RVupgrades. You shall not to use
such information, directly or indirectly, for your own business
purposes or for any other purpose except and solely to the extent
that any such information is generally known to the public and may
be rightfully obtained through a source other than RVupgrades or its
affiliated entities without breach of any confidentiality
obligations to RVupgrades.
Notwithstanding the foregoing, you are hereby authorized to deliver
a copy of any such information to your accountants or attorneys on a
confidential basis, and as required pursuant to a validly issued
subpoena by any court or administrative agency or otherwise required
by applicable law, rule, regulation, or legal process. In the event
that a court (or other authority with power to do so) orders you to
disclose any confidential information, you agree to give RVupgrades
immediate notice of such order.
- LIMITATION OF LIABILITY
RVupgrades SHALL HAVE NO LIABILITY WITH
RESPECT TO ITS OBLIGATIONS HEREUNDER, THE RVupgrades SERVICES OR
OTHERWISE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT
OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF
BUSINESS, REVENUE, PROFITS, OR DATA) EVEN IF RVupgrades HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT,
RVupgrades’S AGGREGATE LIABILITY FOR ANY REASON UNDER THIS AGREEMENT
OR IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE
PROGRAM WILL NOT EXCEED THE COMMISSION FEES PAYABLE TO YOU DURING
THE LAST FULL CALENDAR MONTH IMMEDIATELY PRECEDING THE TERMINATION
OF THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION
IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT,
BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY,
MISREPRESENTATIONS, OTHER TORTS AND ANY STATUTORY CLAIMS.
- INDEMNIFICATION
You hereby agree to indemnify and hold harmless RVupgrades and its
licensors, licensees and contractors, and their respective
directors, officers, employees, agents, partners, owners and
affiliates and their respective heirs, administrators, executors,
successors and assigns, from and against any and all claims, causes
of action, demands, obligations, lawsuits, liabilities, damages,
fines, penalties, judgments, settlements, costs, expenses (including
reasonable attorneys' fees and disbursements) or other losses of any
kind or nature whatsoever (any and all of the foregoing hereinafter
referred to as "losses") insofar as such losses arise out of or are
based on: (i) any claim that any use of any intellectual property or
other material you provide infringes on any trademark, trade name,
service mark, copyright, license, intellectual property, or other
proprietary right of any third party; (ii) any inaccuracy, failure
or breach of any representation, warranty, covenant, obligation or
agreement made by you herein or to any third party; (iii) any misuse
of any of the Links, Marketing Materials or the RVupgrades Marks;
(iv) any claim related to your web site, including, without
limitation, any content therein not provided by RVupgrades; or (v)
any negligence or misconduct on the part of you or any of your
employees, agents, contractors or affiliates. You shall promptly
inform RVupgrades of any information known to you related to any
matters that could reasonably lead to a claim, demand or liability
of or against RVupgrades by any third party.
- NO EXCLUSIVITY / INDEPENDENT INVESTIGATION
You acknowledge that you have read this Agreement and agree to all
of the terms and conditions in this Agreement. You understand that
RVupgrades 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
representation, guarantee, or statement other than as expressly set
forth in this Agreement.
- GOVERNING LAW/JURISDICTION
This Agreement is governed by and shall be construed and enforced in
accordance with the laws of the State of New Jersey and applicable
federal laws of the United States of America, without regard to any
choice or conflict or law principles that would result in the
application of the law of any other jurisdiction. Jurisdiction and
venue for all disputes hereunder is limited to the state and federal
courts located within New Jersey and the parties hereby irrevocably
consent to and waive any objections with respect to such
jurisdiction and venue. RVupgrades's performance pursuant to this
Agreement is limited to the State of New Jersey and any obligations
hereunder are deemed to be performed by it shall be exclusively
within the State of New Jersey.
- ASSIGNMENT/WAIVER
RVupgrades may sell, transfer, assign or
otherwise dispose of any or all of its rights or obligations under
this Agreement, in whole or in part, at any time and from time to
time without notice to or the consent of you. You may not sell,
transfer, assign or otherwise dispose of any or all of your rights
or obligations under this Agreement, in whole or in part, without
the prior written consent of RVupgrades. Subject to that
restriction, this Agreement is binding upon, and inures to the
benefit of, the parties and their respective permitted successors
and assigns. The failure of either party to insist upon or to
enforce strict performance by the other Party of any provision of
this Agreement or to exercise any of its rights under this Agreement
for a breach thereof shall not be deemed to be a waiver or
relinquishment of such party's right to assert or rely upon any such
provision or right in that or any other instance or breach; rather,
the same shall be and remain in full force and effect. Each waiver
must be set forth in a written instrument signed by the waiving
party
.
- SEVERABILITY/CUMULATIVE REMEDIES
If any term or provision of this Agreement is invalid or
unenforceable under any statute, regulation, ordinance, order or
other rule of law, that term or provision may be modified or
deleted, but only to the extent necessary to achieve the intent of
the parties and comply with the statute, regulation, ordinance,
order or rule, and the remaining provisions of this Agreement shall
remain in full force and effect. The headings and titles contained
in this Agreement are included for convenience only, and shall not
limit or otherwise affect the terms of this Agreement. Unless
otherwise expressly provided in this Agreement, the rights and
remedies available to the parties hereunder are cumulative and in
addition to all other rights and remedies available to the parties
under applicable law or at equity.
- ATTORNEYS' FEES AND EXPENSES
You agree to reimburse RVupgrades for all reasonable attorney’s fees
and costs incurred by RVupgrades in enforcing its rights under the
Agreement.
- ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the
parties and cancels and supersedes any and all previous or
contemporaneous negotiations, understandings or contracts, whether
written or oral, between the parties relating to the subject matter
of this Agreement. No purported modification or amendment by you is
binding on RVupgrades unless we agree in writing signed by a duly
authorized representative of RVupgrades. RVupgrades is not bound by,
and it specifically objects to, any term, condition or other
provision that is different from or in addition to the provisions of
this Agreement (whether or not it would materially alter this
Agreement) and which is proffered by you in any correspondence or
other document, unless RVupgrades specifically agrees to such
provision in writing.
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