Thank you for participating in the ContractorTools Affiliate Program (“Program”) offered by Contractor Tools LLC ("ContractorTools"). Please review this agreement ("Agreement") thoroughly. This Agreement contains terms and conditions of the Program between you and Contractor Tools. By accepting electronically (for example, clicking "I Agree"), you agree to these terms and conditions. If you do not agree to this Agreement, then you may not participate in the Program.
1. DESCRIPTION OF SERVICES. In consideration of commissions paid to you under the terms of this Agreement, you may, during the term of this Agreement, market (subject to the limitations set forth below), sell, train, and support third party software users and by using such marketing materials and ContractorTools information as may be provided by Contractor Tools to you. Contractor Tools will provide you with a unique ContractorTools URL address for your use in directing third-parties to ContractorTools' web site, which is ContractorTools' sole sales source of ContractorTools Services ("ContractorTools Affiliate URL"). ContractorTools will use the ContractorTools Affiliate URL to track sales made to third-parties as a result of your referral. Unless explicitly and specifically approved in writing by ContractorTools in marketing ContractorTools under the terms of this Agreement, you may not place web site links to the ContractorTools website or to the ContractorTools website content in unsolicited email and other types of "spam". You must market ContractorTools in such a manner that a third-party is knowingly forwarded to the ContractorTools web site when using any link to the ContractorTools Affiliate URL. You may not provide third-parties with any information regarding the delivery and costs of ContractorTools Services unless specifically approved by ContractorTools in advance and in writing.
2. PAYMENT FOR SERVICES. Contractor Tools will pay you a fee equal to twenty percent (20%) of the subscription revenue received by Contractor Tools for the initial twelve (12) months for each third-party that activates an account for ContractorTools software through your ContractorTools Affiliate Code ("Affiliate Fee"). After the initial twelve (12) months, no Affiliate Fee will be earned by you. ContractorTools will pay you any earned Affiliate Fees within 30 days of the end of each calendar quarter. If the total Affiliate Fee to be paid to you is less than two hundred and fifty dollars ($250) at the end of each calendar quarter, ContractorTools reserves the right to postpone payment to the Affiliate until the amount to be paid is greater than two hundred and fifty dollars ($250). You acknowledge and agree that if you refer a third-party to utilize ContractorTools Services and the third-party subscribes to such services through any means other than through your ContractorTools Affiliate URL, you will not receive any Affiliate Fee for such subscription and you will never receive an Affiliate Fee or other compensation from ContractorTools based on such subscription or any other ContractorTools Services subscriptions or purchases by said third-party.
3. TERM/TERMINATION. This Agreement is valid on a month-to-month basis and may terminated by either party upon 30-days written notice to the other party.
4. RELATIONSHIP OF PARTIES. It is understood by you and ContractorTools that you are an independent contractor with respect to ContractorTools and not an employee of ContractorTools. ContractorTools will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for your benefit.
5. CONFIDENTIALITY. You will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate in any manner any information that is proprietary to ContractorTools, including any information, materials or knowledge regarding ContractorTools and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to you or to which you have access in connection with performing Services. Such confidential information will not include information that is or becomes part of the public domain through no fault of your own or information that you rightfully receive from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. You will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, you will return to ContractorTools all record, notes, documentation and other items that were used, created or controlled by you during the term of this Agreement.
6. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.
7. SEVERABILITY. If any provision of this Agreement shall be held to be invalid, unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
8. DISCLAIMERS. We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (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, we make no representation that the operation of our software will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
9. LIMITATION OF LIABILITY. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement.
10. ACKNOWLEDGEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE 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 SET FORTH IN THIS AGREEMENT.
11. MISCELLANEOUS. This Agreement will be governed by the laws of the United States and the state of Utah, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Utah, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.