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| Qresolve.com
Affiliates Program Agreement : Terms & Conditions |
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 1.
Definitions. |
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A. “Qresolve.com
Affiliate Program” shall mean the business
relationships governed by this agreement in which
Qresolve.com pays
Affiliates for Referred Customers.
B. “Customer” shall
mean those third party individuals and entities
not affiliated with YOU who purchase Services
from Qresolve.com.
C. “Services” shall
mean the then current services offered at Qresolve.com’s
website at www.Qresolve.com, as modified by Qresolve.com
from time to time.
D. “Link” shall
mean an online banner, textual links and other
online advertisements and media that refer Customers
to the Services
from YOUR website or other promotional vehicles.
E. “Referred Customer”
shall mean a Customer YOU refer to Qresolve.com
as a result of clicking through a Link provided
by
YOU.
A Referred Customer from YOUR website must
initiate a Service purchase during the visit to
the Qresolve.com
website that was a direct referral
from YOU, although the completion of that purchase
may occur at a later date.
F. “Advertising”
shall mean any graphical, audio or textual elements
YOU display promoting the Services through which
a Customer
may be referred to Qresolve.com.
G. “Email Advertising”
shall mean any Advertising contained within an
email message.
H. “Qresolve.com Site”
shall mean the website currently located at http://www.Qresolve.com,
as modified by Qresolve.com
from time to time, and any other site made available
to YOU by Qresolve.com for use in Advertising.
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2.
Terms and Termination. |
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A. YOU agree
that this Agreement becomes effective once YOU
have submitted YOUR application to the Qresolve.com
Affiliate Program
and agreed to the terms and conditions. This Agreement
will continue in effect until it is terminated
in accordance
with this
Section.
B. YOU may terminate this agreement
for any reason at any time by notifying Qresolve.com
in writing directly.
C. Qresolve.com may terminate this
agreement for any reason at any time without liability
with 7 days notice by notifying YOU directly.
D. Qresolve.com may terminate this agreement
immediately if YOU materially breach this Agreement
or Qresolve.com
believes,
in its sole discretion, that YOUR Advertising
violates any law or is unacceptable or misleading
in any way. Upon receipt
of such notice of termination, YOU agree
to immediately remove all Qresolve.com Advertising
and related
promotional
materials from YOUR website.
E. Qresolve.com will notify YOU if
it is determined that YOUR Advertising is unlawful,
unacceptable or misleading in any way. If
YOU refuse
or are unable to modify Advertising according
to Qresolve.com’s request, Qresolve.com
may terminate this agreement
immediately and YOU agree to immediately
remove all Qresolve.com Advertising and related
promotional
materials
from YOUR website.
F. Upon notification to YOU
by Qresolve.com of termination without breach,
YOU will have 7 days to remove all Qresolve.com
Advertising
from YOUR website or other promotional materials.
YOU will continue to be credited for Referred
Customers
within those
7 days. After those 7 days, YOUR Agreement is
terminated. A new Agreement with YOU may be entered
into at
a later time should
YOU and Qresolve.com mutually agree.
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3.
Non-Exclusivity. |
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YOU
acknowledge and agree that YOUR right to refer Customers
to Qresolve.com is non-exclusive, and that Qresolve.com
reserves the right to offer any of its Services
to any customers in the world, and to appoint any
third party to do so, without giving YOU notice
thereof and without incurring any liability to YOU. |
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4.
Referral Terms and Payments. |
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A.
Services. Qresolve.com agrees to offer
Services to Customers upon the terms and conditions
as determined by Qresolve.com in its
sole discretion.
Qresolve.com may, in its sole discretion |
(i)
discontinue any of the Services and
(ii)
make such changes affecting their substance or pricing
without incurring any liability to YOU. |
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Payment for each Referred Customer YOU
deliver to Qresolve.com, YOU shall receive a referral
fee from Qresolve.com in the amounts set
forth on the Qresolve.com web site. Referred
Customers and referral fees will be tracked, reported,
calculated and remitted to YOU by
Qresolve.com in accordance with YOUR agreement
with Qresolve.com. |
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5. Qresolve Responsibilities |
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| Qresolve.com
shall provide YOU with the following: |
A. Text and
image advertising with associated Links via the
Qresolve.com website
B. Background information on the Qresolve.com
website and Services via the Qresolve.com website
C. Contact information for Qresolve.com
employees responsible for the management of the
Qresolve.com Affiliate Program.
D. Active tracking of Referred Customers
as reported through the Qresolve.com website.
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6. Affiliate Responsibilities |
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YOUR
Responsibilities As outlined in Section 2 above,
Qresolve.com may terminate this Agreement immediately
for any material breach or if Qresolve.com determines,
in its sole discretion, that YOUR website or other
promotional Advertising on behalf of Qresolve.com
is unsuitable for any reason. Examples of unsuitable
websites include but are not limited to: |
A. Sites that
are under construction and are not “live”.
B. Sites that promote contain or link
to sexually explicit materials, violence, or discrimination
based on race, sex, religion, nationality,
disability, sexual orientation, age or other criteria.
C. Sites that promote violence.
D. Sites that promote illegal activities.
E. Sites that violate intellectual
property rights or violate any local, state, federal
or other law or regulation.
F. Sites that contain any libelous,
defamatory or disparaging materials.
G. Sites that send unsolicited emails.
H. Sites that have the potential to
mislead customers through content or by redirecting
them.
I. Sites that have excessive
use of pop-ups.
J. Sites or Advertising that
offers or relies on downloaded software of any
kind.
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7. Use of Marks. |
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Qresolve.com
may provide YOU with certain logos, service marks,
trademarks, trade names, and/or graphics for YOUR
use in connection with YOUR performance hereunder
(collectively the “Marks”). YOU must
use Marks exactly as provided by Qresolve.com to
promote Qresolve.com as outlined in this Agreement.
If YOU would like to use Marks not created by Qresolve.com,
or modify the Marks generated by Qresolve.com in
any way including but not limited to resizing, editing
or reformatting Marks, YOU must obtain Qresolve.com’s
prior written consent. YOU must adhere to Qresolve.com’s
standards for displaying the Marks. New standards
for the display of the Marks may be implemented
by Qresolve.com from time to time. It is YOUR responsibility
to ensure that all requested changes are adhered
to in YOUR Advertising. Subject to the terms and
conditions of this Agreement, Qresolve.com grants
YOU a non-exclusive, non-transferable, non-sub licensable,
revocable license to reproduce display the Marks
and such other images for which Qresolve.com grants
express written permission, solely for the purposes
of identifying YOU as a participant in the Program
and solely pursuant to this Agreement. YOU acknowledge
and agree that all goodwill generated by YOUR use
of the Marks inures exclusively to Qresolve.com.
YOU agree not to utilize or apply for registration
of any trademark or trade name which may be confusingly
similar to the Marks. YOU further agree that no
use of Qresolve.com’s Marks as keyword search
terms or within the URL of pages YOU maintain is
authorized without prior written consent. Qresolve.com
reserves all of rights, title and interest in and
to the Marks, the message, any other images. |
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8.
Changes to this Agreement. |
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| Qresolve.com
reserves the right to make changes to the Qresolve.com
Affiliate Program at any time. Such changes will be
communicated through the Qresolve.com website and
through email. |
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9.
Status and Independent Contractor. |
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The
relationship between Qresolve.com and YOU is that
of an independent contractor and nothing herein
contained shall be deemed to establish or otherwise
to create a relationship of principal and agent,
partners, fiduciaries, or joint ventures between
Qresolve.com and YOU. YOU represent that YOU are
an independent contractor who will not be deemed
an agent of Qresolve.com for any purpose whatsoever
and neither YOU nor any of YOUR agents or employees
will have any right or authority to assume or create
any obligation of any kind, whether express or implied,
on behalf of Qresolve.com. |
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10.
Representations and Warranties. |
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parties represent and warrant that: |
(i) they have all requisite
corporate power and authority to execute, deliver
and perform its obligations hereunder,
(ii) they shall comply with all laws and regulations
applicable to the performance of its obligations
hereunder,
(iii) they shall treat Customer personally identifiable
information in accordance with a privacy policy
that conforms with the
AICPA’s
Generally Accepted Privacy Principals and further
within the privacy policy posted at http://www.Qresolve.com,
(iv) YOU will not pass any tracking variable through
to the Qresolve.com website which itself is Customer
personally identifiable information,
(v) they are not a party to any agreement with
a third party, the performance of which is reasonably
likely to affect adversely its ability to
perform its obligations hereunder. QRESOLVE.COM
MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS
WITH RESPECT TO THE SERVICES (INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY,
NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING
OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE
USAGE. IN ADDITION, QRESOLVE.COM MAKES NO REPRESENTATION
THAT THE OPERATION OF THE QRESOLVE.COM WEBSITE
WILL BE UNINTERRUPTED OR ERROR-FREE, AND QRESOLVE.COM
WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS.
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11.
Indemnification. |
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Each
party shall indemnify, defend and hold the other
party and its directors, officers, employees, shareholders,
agents, sub-contractors, representatives and affiliated
companies (each a “Protected Party”)
harmless from and against any and all claims, actions,
suits, damages, injuries, losses, deficiencies,
liabilities, obligations, commitments, causes of
action, costs or expenses of any kind or nature
(including reasonable legal and other expenses incurred
in investigating and defending against the same,
and interest) incurred by such Protected Party resulting
directly (and not indirectly, incidentally, specially
or consequentially) from |
(i) the other party’s
breach of the representations, warranties, and
obligations hereunder, and
(ii) the other party’s negligence or willful
misconduct. Furthermore, each party shall notify
the other party of any legal claim, demand, right
or cause of action asserted, instituted or threatened
against the other party that arises from or in
connection with this Agreement. The terms of this
Section shall survive the termination of this
Agreement.
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12.
Limitation of Liability. |
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IN
NO EVENT SHALL QRESOLVE.COM OR ITS SUPPLIERS BE
LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED
TO THIS AGREEMENT, THE SERVICES OR QRESOLVE.COM’S
PERFORMANCE HEREUNDER, EVEN IF QRESOLVE.COM HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
IN ANY EVENT, QRESOLVE.COM'S ENTIRE LIABILITY UNDER
THIS AGREEMENT AND QRESOLVE.COM USE OF THE MARKS
SHALL BE LIMITED TO THE REFERRAL FEES PAID DURING
THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE DATE ON WHICH THE CLAIM AROSE. |
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13.
Authority to make representations. |
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YOU are authorized to represent to Customers only
such facts about the Services as Qresolve.com itself
states on its website or as it makes available to
YOU via the Qresolve.com website. Nothing in this
Agreement shall be construed to give YOU authorization
and YOU shall not be authorized to make any warranty
for the Services. |
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14.
Incentives & commissions |
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Qresolve.com reserves the right in its sole discretion
to approve each instance of any incentive that YOU
might offer customers for purchasing Services from
Qresolve.com. YOU will not be authorized to use
incentives in Advertising promoting Qresolve.com
Services until YOU get prior written consent from
Qresolve.com, which may be withheld in its sole
discretion. |
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15.
Surviving Obligations and Limitations. |
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Neither
the termination nor expiration of this Agreement
nor the termination of any of the agreements referred
to in this Section shall release either party from
the obligation to pay any monies that may be owing
to the other party or operate to discharge any liability
that had been incurred by either party prior to
any such termination or expiration. The following
provisions shall survive expiration or termination
of this Agreement: Section 1(a) (Definitions), 2
(Term and Termination), 4 (Referral Terms and Payments),
10 (Representations and Warranties), 11 (Indemnification),
12 (Limitation of Liability), 15 (Surviving Obligations
and Limitations), and 17 (General). |
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16.
Notices. |
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Any
notices given under this Agreement shall either
be in writing, via email between YOU and a representative
of Qresolve.com authorized to manage the Qresolve.com
Affiliate Program. |
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17.
General. |
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A. Publicity.
YOU shall not create, publish, distribute or permit
any written material or make a public statement
that makes
reference to
Qresolve.com without first submitting such material
or disclosure to Qresolve.com and receiving Qresolve.com’s
written consent
which may be withheld in its sole discretion.
B. Controlling Law. This Agreement shall
be governed by and construed in accordance with
the laws of the State of New York, without
regard to any conflicts of law principles. This
Agreement will be deemed to have been made and
entered into in
New York City,
New York. Unless waived in its sole discretion
by Quatrro Inc, the sole jurisdiction and venue
for actions
related to the
subject matter hereof shall be the New York state
and federal courts having within their jurisdiction
as New
York and both parties
consent to the jurisdiction of such courts.
C. Miscellaneous.
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(i) Neither the rights
nor the obligations arising under this Agreement
are assignable or transferable by YOU,
and any such attempted assignment or transfer
shall be void and without effect;
(ii) each party shall be excused from any
delay or failure in performance hereunder, except
the payment of monies by either party, caused
by reason of any occurrence
or contingency beyond its reasonable control,
including but not limited to, acts of God, earthquake,
floods, lightning, labor disputes and strikes,
other labor or industrial disturbances, riots,
war, acts of terrorists, insurrections, embargoes,
blockages, regulations or orders of any government,
agency or subdivision thereof, shortages of
materials, rationing, utility or communication
failures, casualty, and governmental requirements.
The obligations and rights of the party so excused
shall
be extended on a day-to-day basis for the period
of time equal to that of the underlying cause
of the delay; provided that such
party shall give notice of such force majeure
event to the other party as soon as reasonably
possible;
(iii) the descriptive headings of this
Agreement are intended for reference only and
shall not affect the construction or interpretation
of this Agreement;
(iv) in construing the terms of this Agreement,
no presumption shall operate in either party’s
favor as a result of its counsel’s role
in drafting the terms hereof;
(v) this Agreement constitute the complete,
final and exclusive statement of the terms of
the Agreement between the parties pertaining
to the subject matter hereof and supersedes
all prior agreements, understandings, negotiations
and discussions of the parties including but
not limited to any previous executed non-disclosure
agreements;
(vi) any modifications or waivers of this Agreement
must be in writing and signed by both parties
hereto and the failure of either party to insist
upon the performance of any of the terms, covenants,
or conditions of this Agreement or to exercise
any right hereunder, shall not be construed
as a waiver or relinquishment of the future
performance of any rights, and the obligations
of the party with respect to such future performance
shall continue in full force and effect; and
(vii) if a provision of this Agreement shall
be held by a court of competent jurisdiction
to be illegal, invalid or unenforceable, that
provision shall be amended to achieve as nearly
as possible the same effect as the original
provision, but if such amendment is not possible,
then such provision shall be severed, and in
either case, the remaining provisions or parts
thereof shall remain in full force and effect.
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