PLEASE READ THESE TERMS AND CONDITIONS (“TERMS AND CONDITIONS,” AND COLLECTIVELY WITH THIS HEADER, THE “AGREEMENT”) CAREFULLY BEFORE REGISTERING FOR THE REFERRAL PROGRAM OFFERED BY GOOD+GEEK, INC. (“GOOD+GEEK,” “WE” OR “OUR”). THESE LEGALLY BINDING TERMS AND CONDITIONS GOVERN YOUR PARTICIPATION IN GOOD+GEEK’S ATTENTIVE.LY REFERRAL PROGRAM (THE “PROGRAM”). IF A SEPARATE WRITTEN REFERRAL AGREEMENT WITH RESPECT TO GOOD+GEEK PRODUCTS OR SERVICES EXISTS BETWEEN YOU OR THE ENTITY YOU REPRESENT (“YOU” OR “YOUR”) AND GOOD+GEEK, THE TERMS OF THAT WRITTEN REFERRAL AGREEMENT (EXCLUDING THE PRE-PRINTED TERMS OF ANY PURCHASE ORDER, CONFIRMATION OR SIMILAR DOCUMENT, WHICH WILL HAVE NO EFFECT AND WILL NOT BE CONSIDERED AGREED TO BY AFFILIATE OR GOOD+GEEK) SHALL TAKE PRECEDENCE OVER THIS AGREEMENT, AND YOU ACKNOWLEDGE THAT YOU ARE BOUND BY THE TERMS OF THAT WRITTEN AGREEMENT. BY CLICKING ON THE [“ACCEPT”] BUTTON BELOW, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS APPLY TO ALL PARTICIPANTS IN THE PROGRAM. IF YOU DO NOT UNCONDITIONALLY AGREE TO THE FOREGOING, DO NOT CONTINUE WITH THE REGISTRATION PROCESS.
To qualify for participation in the Program (including without limitation receipt of Referral Fees (as defined below)), You must be: (a) a United States resident; and (b) an entity or an individual who is at least eighteen (18) years old or otherwise legally capable of entering into a binding contract.
During the registration process, You will be required to provide current and accurate contact information (including Your full name, company name, email address and current mailing address for delivery of all payments due to You hereunder) (collectively, Your “User Account”), and you are responsible for keeping Your User Account up to date at all times. Upon completion of the registration process, You will be assigned a unique alphanumeric code (Your “Code”) that you may use to create links to our Attentive.ly service. Links that properly include Your Code are referred to as “Attentive.ly Links.” You are permitted to place Attentive.ly Links on Your website, in Your emails or in other communications. You are not permitted to allow any third party to reproduce Your Attentive.ly Links. You will earn Referral Fees (as defined below) when a user follows an Attentive.ly Link to our website and signs up for our Attentive.ly service.
Alternatively, You may notify Company in writing (email will suffice) of a sale. Provided that Customer is new to Attentive.ly (not already a paying customer or sales lead in forecast stage), You will earn Referral Fees on that sale.
3. Referral Fees.
Each time an end user signs up for the Attentive.ly service and has followed an Attentive.ly Link during the term of this Agreement, You will earn a referral fee equal to twenty-five percent (25%) of the Fees Good+Geek receives from such end user(s) (“Referral Fees”). “Fees” mean the monetary amounts actually received by Good+Geek (less sales, use and excise taxes, if any) during the six (6) months immediately following each end user’s registration for the Attentive.ly service (even if such six (6) month period extends beyond the term of this Agreement). You will not be entitled to Referral Fees if You fail to properly create and/or implement an Attentive.ly Link, and Good+Geek will not be liable to You with respect to any such failure. You will not earn a Referral Fee for a purchase if the customer receives a refund for the purchase in accordance with Good+Geek’s refund policy.
4. Payment Terms.
All payments to You shall be made via check within sixty (60) days after the end of the calendar quarter in which they accrue; provided, however, that if the cumulative unpaid amount due to You at the end of a given calendar quarter does not exceed $100, such amount will be rolled to the following quarter. If this Agreement terminates, any amounts due to You at the time of termination will be paid within sixty (60) days after the end of the calendar quarter following termination. Payment shall not be made by any other method unless otherwise expressly agreed in writing by Good+Geek.
This Agreement shall commence on the date you first click the [“Accept”] button below and shall remain in effect for six (6) months thereafter, unless terminated earlier as provided in this Agreement. Either party may terminate this Agreement, with or without cause, by giving written notice of termination to the other party (email is sufficient). Sections 6 through 8 (inclusive) and 10 (except for the second sentence) shall survive termination of this Agreement.
6. Representations and Warranties.
You hereby represent and warrant that: (i) You will comply with all applicable laws and regulations (including without limitation copyright laws and anti-spam laws) in connection with Your participation in the Program and You will not use Your User Account, Attentive.ly Link or the Program for any illegal or unauthorized purpose; (ii) You will not misrepresent Your relationship with Good+Geek to any third party and You will not make any warranty or representation on behalf of Good+Geek (including with respect to the pricing of Good+Geek products); and (iii) Your participation in the Program does not and will not violate any agreement between You and any third party. You agree that Good+Geek will have no liability for Your breach of the foregoing and You will indemnify and hold Good+Geek harmless from any damages resulting therefrom. EXCEPT FOR THE FOREGOING, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS OR SERVICES SOLD OR LICENSED THROUGH THE PROGRAM, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF FITNESS, MERCHANTABILITY, RESULTS OF USE OR NONINFRINGEMENT.
7. Limitation on Liability.
EXCEPT WITH RESPECT TO BREACH OF SECTION 6, NEITHER PARTY NOR THEIR AFFILIATES SHALL BE LIABLE OR OBLIGATED UNDER ANY SECTION OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) OR FOR ANY AMOUNT IN EXCESS OF THE TOTAL FEES PAID HEREUNDER OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
9. Modifications to the Terms.
Good+Geek reserves the right, at its sole discretion, to modify or replace any of these Terms and Conditions, or change, suspend, or discontinue the Program (including without limitation the payment of Referral Fees) at any time by posting a notice on its website or by sending You an email. Good+Geek may also impose limits on Your Participation in the Program without notice or liability. It is your responsibility to check these Terms and Conditions, which are available at https://attentive.ly/page/affiliate-agreement-terms , periodically for changes. Your continued use or provision of Your Code or Attentive.ly Link(s) to third parties following the posting of any changes to these Terms and Conditions constitutes Your acceptance of those changes.
For all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other and shall not bind, nor attempt to bind, the other to any contract. You grant to us a non-exclusive, non-transferable, revocable right to use Your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights under this Agreement. However, we are under no obligation to so advertise, market, promote, or publicize. You may not create, publish, distribute, or permit any written or electronically transmitted publicity material that makes reference to Good+Geek or our products or services (except for Attentive.ly Links) without our prior written consent. You will not have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the prior written consent of Good+Geek (and any such attempt shall be void). Good+Geek may assign and transfer this Agreement and its rights and obligations hereunder freely without consent. The parties agree that this Agreement shall be governed by the laws of the State of California without regard to the conflict of the laws provisions thereof. The parties further agree that if any portion of this Agreement is illegal or unenforceable, such portion(s) shall be limited or excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable. Except as expressly set forth herein, this Agreement contains the entire understanding of the parties regarding its subject matter and can only be modified or waived by a subsequent written agreement signed by both parties.