THIS IS A LEGAL AGREEMENT BETWEEN YOU AND JESSICA L KOCH CONSULTING LLC
BY SUBMITTING THE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
- Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Jessica L Koch Consulting LLC Affiliate Program (hereinafter referred to as JLK). The purpose of this Agreement is to allow HTML linking between your web site and the JLK web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to JLK, and “you,” “your,” and “yours” refer to the affiliate.
- Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the application. If we auto-approve applications, this does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials and/or violence of any kind
2.1.2. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.3. Promotes illegal activities
2.1.4. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.5. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.6. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are JLK or any other affiliated business.
2.1.7. For any other reason that we deem is harmful to our program
2.2. You will indemnify and hold us harmless if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights. It is entirely your responsibility to follow all applicable laws. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work.
- JLK Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes 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 JLK Affiliate Program.
3.2. JLK reserves the right to terminate this Agreement immediately and without notice to you should you abuse this program in any way.
3.3. This Agreement will begin upon our acceptance of your Affiliate application.
- Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
- Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email.
- Payment
JLK accepts payment as follows:
- Grant of Licenses
7.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material that we provide to you or authorize for such purpose. You are only entitled to use the materials to the extent that you are a member in good standing of JLK’s Affiliate Program. You agree that all uses of the materials will be on behalf of JLK and the good will associated therewith will inure to the sole benefit of JLK.
7.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
- Representations and Warranties
JLK makes no express or implied representations or warranties regarding JLK service and website or the products and services provided therein.
You represent and warrant that:
8.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
8.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
- Indemnification
You hereby agree to indemnify and hold harmless JLK, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
- Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
- Miscellaneous
11.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and JLK.
11.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
11.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Maryland without regard to the conflicts of laws and principles thereof.
11.4. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. Any amendments must be done in writing and signed by both parties.
11.5. 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.
11.6. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
