Conditions of Use
Resource Nation, Inc., ("we" or "us") provides a collection of online resources where individuals, companies and other organizations ("Customers") may connect with vendors who provide products and services (Vendors). If you submit an order form ("Order") to participate as an affiliate in the Resource Nation™ program, the following contract terms and conditions ("Terms") will apply to you and to us.
Modifications and Guidelines
We may amend the Terms at any time by posting the amended Terms on the Resource Nation Website] (the "Website"). You can find the most recent version of the Terms at: http://www.ResourceNation.com. In addition, when using any of our particular services you agree to abide by any applicable guidelines posted on the Website, which may also change from time to time. If you object to any modification of the Terms or guidelines, your only recourse is to immediately withdraw from the Resource Nation program.
RNI is an Internet lead generation service that facilitates potential engagements between businesses and pre-screened vendors through its website at www.ResourceNation.com. In exchange for its services in matching businesses with vendors, the vendors pay RNI a fee for each qualified lead received by the vendor. RNI desires Affiliate to promote the RNI lead generation services through one or more advertisements (“Ads”) on Affiliate’s website and ad network that link to web pages owned by RNI. In exchange, Affiliate will be paid a fee equal to a percentage of the revenues received by RNI from the leads generated through the co-branded web pages.
2Setup and Ads.
Within ten business days after the Effective Date and at no cost to Affiliate, RNI will provide links dedicated to the RNI lead generation services described above and Ads for use by Affiliate to promote RNI’s services on Affiliate’s website and other marketing channels.
Throughout the term of this Agreement, RNI shall maintain the web pages and shall pay Affiliate the fees described in Section 4 below. Affiliate may elect to run the Ads continuously or periodically throughout the term of this Agreement.
Where appropriate and at RNI’s sole discretion, RNI may periodically feature Affiliate on the RNI website and in other RNI marketing programs and marketing materials.
3Fees and Payment Terms.
RNI shall pay fees to Affiliate equal to 25% of all revenues actually received by RNI from the leads generated by the co-branded web pages. For purposes of example only, if RNI receives $22.00 from five Vendors (i.e., $110) for one lead generated through the co-branded URL, RNI will pay Affiliate $27.50 ($110 x 25% = $27.50). RNI shall have the right to set all pricing charged to its vendors.
The fees shall be paid by RNI to Affiliate within 15 days after the end of each calendar month in which the leads were generated by the co-branded web pages. RNI will only send payment for those months in which the fees are greater than $100.
RNI shall be responsible for all tracking of leads generated through the co-branded web pages. RNI shall provide a statement with each payment made to Affiliate that reports total leads and total revenues so generated during that statement period, and the total fees earned by Affiliate as a result.
The RNI web pages shall be part of RNI’s website and shall at all times be owned and controlled by RNI including, without limitation, all user and other data entered onto or retrieved therefrom.
4.2License to Use Marks.
For purposes of this Agreement “Marks” mean all trade names, trademarks, service marks, logos and domain names owned by either party to this Agreement. RNI and Affiliate each hereby grants to the other a nonexclusive license to display, reproduce and use its respective Marks only as reasonably necessary to perform this Agreement. The Marks shall be used in accordance with the policies of the owning party; the Marks shall not be altered or modified; the nature and quality of all services rendered in connection with the Marks shall conform to quality standards consistent with the standards of the party owning the Marks; and nothing arising from this Agreement shall confer upon the non-owning party any goodwill associated with the other’s Marks, which shall inure exclusively to the benefit of the owning party. All licensed use of the Marks shall cease immediately upon any expiration or termination of this Agreement.
Affiliate shall use RNI’s Confidential Information only to further the affiliation as provided in this Agreement, and not otherwise for Affiliate’s own use or benefit. Affiliate shall maintain the secrecy of RNI’s Confidential Information and shall not in any way disclose or transfer such information. RNI Confidential Information includes any marketing statistics and data, marketing strategies, the content of any discussions and negotiations, pricing and other financial information, business plans, and other trade secrets and confidential information not generally known to the public, whether in paper, electronic, verbal or other format. The restrictions of this paragraph shall survive for a period of three years after the end of this Agreement.
During the term of this Agreement Affiliate shall not provide Ads for, link to, or otherwise promote, own or participate in any lead generation services owned or operated by competitors of RNI.
The Ads shall not link to any website or page other than the co-branded web pages. Affiliate shall not frame the co-branded web pages, cause the link to create a new browser window, or otherwise cause users to display the co-branded web pages in a distorted fashion.
Affiliate may display the Ads only in the form and at a size to be mutually agreed. Affiliate shall not modify or alter the Ads in any way, including size, proportions, colors, elements, type or in any other respect without the prior written consent of RNI. If RNI provides Affiliate with a substitute version of the Ads, Affiliate shall replace the Ads as soon as reasonably practical.
Affiliate shall not use the Ads or links in a way that suggests that RNI endorses or sponsors Affiliate‘s website.
Affiliate shall not display the Ads on any pages that contain infringing, illegal or obscene Content, or Content harmful to minors. “Content” means any content or information (including, without limitation, any text, music, video, photograph, sound, graphic, data or software) in any medium, displayed on a website.
Neither party shall engage in any unfair or deceptive trade practice involving the other party’s website or its business. Without limiting the foregoing, Affiliate shall not take, participate in, or knowingly permit any action that creates false leads.
6.Term and Termination.
Subject to earlier cancellation, the term of this contract is one year from the date of your initial submission of the Order and will automatically renew on the annual anniversary date thereof. Cancellation will be initiated by email notice to the other party. Within 15 days from the end of the month, you will close your account and send a check for any remaining fees earned.
You have the right to cancel your involvement in the affiliate program at any time without cause. Conversely, we also have the right to cancel your involvement at any time without cause.
Except any claim within the jurisdiction of small claims court, all unresolved controversies or claims arising hereunder, whether in contract, tort or statutory, shall be determined by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The location of any such arbitration shall be San Diego County, California. The parties each hereby consent to the jurisdiction of the State of California. Any court having jurisdiction over the matter may enter a judgment upon the award of the arbitrator. Service of a petition to confirm the arbitration award may be made by United States Mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the party or, if not so represented, to the party at the party's last known address. The prevailing party shall be entitled to reasonable attorneys fees and costs.
This Agreement (a) does not create any agency, partnership, joint venture or fiduciary relationship; (b) embodies the entire understanding between the parties pertaining to the subject matter hereof, and any additions or modifications to this Agreement must be made in writing and signed by both parties; (c) shall inure to the benefit of and be binding upon the parties, their successors, and permitted assigns; (d) cannot be waived by failure to enforce any provision hereof, except in writing; (e) may be signed in counterparts; (f) shall be construed according to the laws of the State of California, USA, without giving effect to its conflict of laws provisions and (g) shall be construed as severable, so the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provisions of this Agreement.