AFFILIATE MEMBER AGREEMENT
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This Affiliate Member Agreement (this "Agreement") is a binding contract between you ("Member" or “you”) and CICIL LLC ("Company," "we," or "us"). This Agreement governs Member’s participation in the Affiliate Member Program made available to Member by Company and any related Materials, as defined below (“Program”).
Definitions.
"Materials" means Company’s handbooks, templates, guides, documents, marks, or other materials relating to the Program provided by Company to Member physically and/or electronically in connection with the Program.
"Company IP" means the Materials, and all intellectual property rights therein, provided to Member in connection with the Program. For the avoidance of doubt, Company IP includes Aggregated Statistics and any information, data, or other content derived from Company's monitoring of Member’s access to or participation in the Program.
"Third-Party Products" means any products, content, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Program.
Access and Use.
Provision of Access. Subject to and conditioned on compliance with all of the terms and conditions of this Agreement, including the Affiliate Member Guidelines, attached hereto as Schedule A and incorporated herein by reference, Company hereby grants Member a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to participate in the Program during the Term.
Materials License. Subject to the terms and conditions contained in this Agreement, Company hereby grants Member a non-exclusive, non-sublicensable, non-transferable license for Member to use the Materials during the Term solely for Member’s business purposes in connection with participation in the Program.
Use Restrictions. Member shall not use the Program or Materials for any purposes beyond the scope of the access granted in this Agreement. Member shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Program or Materials, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Program or Materials except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Program, in whole or in part; (iv) remove any proprietary notices Materials; (v) participate in the Program or use the Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (vi) use any registered or unregistered Company trademarks (including CICIL® or any variations thereof) in connection with any paid search advertising.
Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Company may monitor Member’s use of the Program and collect and compile data and information related to Member’s use of the Program to be used by Company in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Program ("Aggregated Statistics"). As between Company and Member, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. Member agrees that Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Member or Member’s Confidential Information.
Reservation of Rights. Company reserves all rights not expressly granted to Member in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Member or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.
Suspension. Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Member’s access to any portion or all of the Program if: (i) Company reasonably determines that (A) Member is using the Company IP for fraudulent or illegal activities; (B) subject to applicable law, Member has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (C) Company's provision of the Program to Member is prohibited by applicable law; or (D) Member has violated or may violate Company’s intellectual property rights; or (ii) in accordance with Section 4 (any such suspension described in subclause (i) or (ii), a "Affiliate Program Suspension"). Company shall use commercially reasonable efforts to provide written notice of any Affiliate Program Suspension to Member and to provide updates regarding resumption of access to the Program following any Affiliate Program Suspension. Company shall use commercially reasonable efforts to resume providing access to the Program as soon as reasonably possible after the event giving rise to the Affiliate Program Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Member may incur as a result of an Affiliate Program Suspension.
Member Responsibilities.
Acceptable Use. The Program may not be used for unlawful, fraudulent, offensive, or obscene activity. Member will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all of Company’s guidelines and standards.
Affiliate Member Guidelines. Member shall at all times during the Term comply with the Affiliate Member Guidelines described in Schedule A, which may be updated from time to time in the sole discretion of Company. Member shall immediately notify Company regarding any failure or anticipated failure to meet Company’s requirements.
Fees. Company shall use a third-party payment provider (“Provider”) to distribute the fees to Member as set forth in the Affiliate Member Guidelines ("Fees"). Company shall have the sole discretion over the chosen Provider.
Privacy Policy. Company complies with its privacy policy ("Privacy Policy") in providing the Program. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Program, Member acknowledges that Member has reviewed and accepted Company’s Privacy Policy, and Member consents to all actions taken by us with respect to Member’s information in compliance with the then-current version of Company’s Privacy Policy.
Intellectual Property Ownership; Feedback. As between Member and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Program. If Member or any of Member employees, contractors, or agents sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Program, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Company is free to use such Feedback irrespective of any other obligation or limitation between Member and Company governing such Feedback. All Feedback is and will be treated as non-confidential. Member hereby assign to Company on Member behalf, and shall cause Member’s employees, contractors, and agents to assign, all right, title, and interest in, and Company is free to use, without any attribution or compensation to Member or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.
Limited Warranty and Warranty Disclaimer.
Company warrants that it offers Program using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND COMPANY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR SERVICES.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), THE PROGRAM ARE PROVIDED "AS IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM PROGRAM OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE PROGRAM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET MEMBER’S OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ACHIEVE ANY INTENDED RESULT.
Member Indemnification. Member shall indemnify, hold harmless, and, at Company's option, defend Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees arising from or relating to any third-party claim, suit, action, or proceeding based on Member’s negligence or willful misconduct or use of the Program in a manner not authorized by this Agreement; provided that Member may not settle any third-party claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
Limitations of Liability. IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR PROGRAM, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY COMPANY TO MEMBER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Term and Termination.
Term. The term of this Agreement begins on the Effective Date and continues until terminated. The period of time that Member may be eligible for Fees shall be set forth in the Affiliate Member Guidelines.
Termination. In addition to any other express termination right set forth in this Agreement, either party may terminate this Agreement for any reason upon five (5) days' advance notice.
Effect of Termination. Upon termination of this Agreement, Member shall immediately discontinue participation in the Program and any use of Company IP.
Survival. Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.
Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of North Carolina. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina in each case located in the County of Wake, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any legal notices to Company must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by Company. Notwithstanding the foregoing, Member hereby consents to receiving electronic communications from Company. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Program. Member agrees that any notices, agreements, disclosures, or other communications that Company sends to Member electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by Company with respect to a breach of this Agreement by Member or others does not constitute a waiver and will not limit Company’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to Member and may not be assigned or transferred for any reason whatsoever without Company’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Company expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
