UrbanSitter
Program Terms
UrbanSitter AFFILIATE PROGRAM AGREEMENT
This UrbanSitter Affiliate Program Agreement (“Agreement”) provides the terms and conditions applicable to your membership in the UrbanSitter Affiliate Program (“Program”). This Agreement is in addition to any terms and conditions to which you may have agreed or will agree pursuant to a separate agreement with an UrbanSitter Marketing Affiliate Network. UrbanSitter and Affiliate each acknowledge that they may be parties to agreements with Marketing Affiliate Networks.
1. DEFINITIONS
A. “UrbanSitter,” “we,” “us,” and “our” refers to UrbanSitter, Inc., a Delaware corporation headquartered in San Francisco, CA.
B. “UrbanSitter’s Website” or “UrbanSitter Website” refers to https://www.urbansitter.com and each of the UrbanSitter properties located at www.urbansitter.com.
C. “Affiliate,” “You,” and “your” refers to the person or entity that has agreed to the terms and conditions herein and will generate traffic to the UrbanSitter Website and which may receive a fee for legitimate sales, leads, clicks, or other measurable action in accordance with this Agreement.
D. “Affiliate’s Website” or “Affiliate Website” refers to a website owned and operated by Affiliate on which a Link to the UrbanSitter Website shall be placed.
E. “Marketing Affiliate Network” shall mean each third-party vendor that UrbanSitter utilizes to facilitate relationships with and payments to Affiliate(s), including but not limited to web-based platforms, used by both UrbanSitter and Affiliate to facilitate their relationship and the tracking, reporting, and payment of any fees due hereunder.
F. “Link” means a hyperlink placed on Affiliate’s Website which, when clicked on by a Visitor, sends the Visitor through to the UrbanSitter Website via redirection through the Marketing Affiliate Network. Links may take many forms, including but not limited to text, buttons, banners, a product image, videos, or any other format approved by UrbanSitter.
2. RESPONSIBILITIES OF THE PARTIES
UrbanSitter may provide Affiliate with UrbanSitter creative assets (“Creative”), such as banners, logos, marketing content, product catalog (product feed), and/or a URL vanity code(s) for use in connection with the Program. Affiliate also may use, or alternatively may use, content it has developed itself to promote UrbanSitter (“Affiliate Content”), provided that such Affiliate Content complies with UrbanSitter’s guidelines concerning such materials (the “UrbanSitter Affiliate Guidelines”).
UrbanSitter shall be solely responsible for all aspects of its relationship with all persons who purchase UrbanSitter services, including without limitation: (i) establishing all prices for services; (ii) accepting, processing and fulfilling orders for services; (iii) collecting payment, including all taxes or other charges due; (iv) managing refunds and cancellations; (v) ensuring that the sale of all services is made in conformance with all applicable laws; (vi) determining all customer service and/or operational policies; (vii) accepting and processing registrations; (viii) satisfying all commitments or obligations resulting from each completed registration; and (ix) ensuring that each registration, and the information collected in processing each registration, is acquired and used in conformance with UrbanSitter’s site terms and conditions, including without limitation its privacy policy, and all applicable laws.
Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate’s website and for all content that appears on such website. Such responsibilities include, but are not limited to: (i) the technical operation of Affiliate’s site and all related equipment; (ii) the timeliness, accuracy, and appropriateness of content posted on Affiliate’s site; (iii) ensuring that posted materials do not violate or infringe upon the rights of any third party; (iv) ensuring that posted content is not libelous or otherwise; (v) ensuring the content meets the UrbanSitter Affiliate Guidelines; (vi) incorporating and applying industry best standards for secure development, security and data privacy protections, including monitoring for breach or compromises, having an appropriate security incident response plan in place, and, where applicable, applying security updates regularly, implementing current regulatory encryption standards for data transmissions and storage, and utilizing strong passwords and multi-factor authentication for administrative access to systems in accordance with current industry standards; and (vii) maintaining compliance with applicable data privacy laws including but not limited to the California Consumer Privacy Act of 2018 (CCPA) and the EU General Data Protection Regulation 2016/679 (GDPR).
3. ELIGIBILITY AND ENROLLMENT
All participation in the Program is subject to UrbanSitter’s approval, which may be withheld in UrbanSitter’s sole discretion. Unless notified to the contrary in writing by UrbanSitter, each prospective Affiliate shall submit a completed Program application to UrbanSitter through its Marketing Affiliate Network. UrbanSitter will evaluate your application and notify you (in writing by email or otherwise) if the application is accepted or rejected. UrbanSitter may reject your application for any reason, in its sole discretion, including but not limited to if UrbanSitter determines that Affiliate’s website is unsuitable for the program.
Unsuitable websites include, without limitation, the following: adult websites; websites that promote violence, bigotry, or hatred; websites that provide threatening or defamatory content; and websites that promote illegal activity. Websites that display banners and advertisements for the foregoing categories of websites and businesses also are prohibited, as are unsecured websites, and or those that have been blacklisted or blocked for security related vulnerabilities and security and data breach violations.
Approval is specific to each of Affiliate’s websites if Affiliate operates more than one website. Affiliate must submit the URL for each website for which the Affiliate is seeking approval to participate in the Program. Affiliate must maintain an updated list of all Affiliate domains that use the Link in its profile on the Marketing Affiliate Network. Affiliate shall post and maintain during the term a privacy policy in connection with the Affiliate Website that is in compliance with applicable law.
4. TERM AND TERMINATION
Affiliate’s acceptance of this Agreement shall be evidenced by Affiliate’s submission of a completed Program application to UrbanSitter’s Marketing Affiliate Network; provided, however, that this Agreement shall not be effective unless and until UrbanSitter has accepted Affiliate into the Program, which acceptance shall be conveyed by written notice. The term of this Agreement shall be continuous, commencing upon UrbanSitter’s acceptance of Affiliate into the Program and ending when terminated by a party.
Either party may terminate this Agreement at any time, without or without cause, by giving the other party seven (7) days prior written notice of termination. This Agreement may be terminated immediately by UrbanSitter if Affiliate breaches this Agreement. Upon termination, Affiliate shall promptly remove all Creative from Affiliate’s website. Affiliate only is eligible to earn Advertising Fees on Qualified Transactions occurring during the Term (including all steps required for a transaction to be a Qualified Transaction under this Agreement). An Affiliate’s violation of certain UrbanSitter guidelines also may result in forfeiture of previously earned Advertising Fees, as described in more detail below.
Sections 4, 8, 9, 12 through 15, 16(C), and 16(G) through 16(J) hereof shall survive any expiration or termination of this Agreement in accordance with their respective terms.
5. LIMITED LICENSE TO USE URBANSITTER MARKS
Subject to the terms and conditions of this Agreement and upon receiving written notice of approval, UrbanSitter grants to Affiliate during the term a limited, non-exclusive, non-transferable, non-sub licensable, revocable license to use the Creative, including applicable and related trade names, logos, trademarks, service marks, trade dress, internet domain names, similar proprietary marks and copyrights solely in connection with the marketing, advertising, and promotion of the UrbanSitter Creative posted on Affiliate’s website, which advertisements and promotions must be approved by UrbanSitter or meet the UrbanSitter Affiliate Guidelines, and in connection with any graphical/textual links to the UrbanSitter Website. Each license granted in this Section shall hereinafter be referred to as “Licensed Property.”
Affiliate shall not use UrbanSitter’s Licensed Property in a manner that disparages UrbanSitter or its products or services, or portrays UrbanSitter or its products or services in a false, competitively adverse or poor light. Affiliate shall comply with UrbanSitter’s requests as to the use of its Licensed Property and will not undertake any action that diminishes the value of such Licensed Property.
Subject to the limited licenses granted to Affiliate under this Section, UrbanSitter owns and shall retain all right, title and interest in its trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, know how, and proprietary technology, including without limitation those currently used or which may be developed and/or used by it in the future (“Intellectual Property”). Except as provided for in this Agreement, Affiliate may not distribute, sell, reproduce, publish, display, perform, prepare derivative works, or otherwise use any of the UrbanSitter Intellectual Property without UrbanSitter’s express written consent.
6. URBANSITTER AFFILIATE GUIDELINES
Affiliate acknowledges and expressly agrees (i) to comply with the following guidelines contained in this section and any guidelines set forth in Exhibit B to this Agreement, attached hereto and incorporated herein, which may be modified from time to time, and (ii) that any breach of such UrbanSitter Affiliate Guidelines shall be considered a breach of this Agreement.
A. No Modification of Creative.
• UrbanSitter requires that Affiliate obtain original digital or camera-ready artwork directly from UrbanSitter. No re-sampling or other attempted duplication is allowed and no alterations, modifications, cropping, or additions to the Creative provided by UrbanSitter are permitted.
B. Linking to the UrbanSitter website
• Upon acceptance into the Program, Links will be made available to you through the Marketing Affiliate Network interface. You agree that you will only use linking code obtained from the Marketing Affiliate Network without manipulation.
• Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You also will not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.
• Links may be placed anywhere on Affiliate’s Website in Affiliate’s discretion.
• Cookie stuffing, pop-ups, and false or misleading links are strictly prohibited. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating).
• Using redirects to bounce a click off of a domain where the click did not originate in order to give the appearance that it came from that domain is expressly prohibited. This does not include using “out” redirects from the same domain where the affiliate link is placed.
• Links may not be placed in newsgroups, unsolicited e-mail, instant messaging platforms(e.g., IRC, WhatsApps, Facebook Messenger, etc), banner networks, counters, chatrooms or guestbooks.
• All Links must be placed in a manner that is not misleading to any Visitor and placed with the intention of delivering valid sales, leads, or clicks to the UrbanSitter website.
C. PPC Guidelines
If you are enrolled in our Program and participate in Pay-per-click (“PPC”) advertising, you must adhere to UrbanSitter’s PPC Guidelines as follows:
1. You may not bid on any of UrbanSitter or its subsidiaries’ and affiliates’ trademarked terms, including any variations or misspellings thereof (the “Prohibited Terms”), for search or content based campaigns on Google, Yahoo, Bing, Ask, or any other network.
2. You may not use the Prohibited Terms in sequence with any other keyword (i.e., UrbanSitter Coupons).
3. You may not use the Prohibited Terms in your ad title, ad copy, display name or as the display URL.
4. You may not direct link to our website from any PPC ad, or use redirects that yield the same result. Affiliates must be directed to an actual page on your website.
You may not bid in any manner appearing higher than UrbanSitter for any search term in position 1-5 in any auction style PPC advertising program. If you automate your PPC campaigns, the responsibility is on you to exclude our trademark terms from your program. UrbanSitter strongly suggests that you add our trademarked terms as negative keywords. UrbanSitter maintains a strict no tolerance policy on PPC trademark bidding. We will not enter a discussion about when the violation began and stopped; you will forfeit all commissions for a minimum of the past 30 days.
A list of the trademarked terms appear on Exhibit A, attached hereto and incorporated herein.
D. Coupon Guidelines
If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to the UrbanSitter’s Coupon Guidelines:
1. Affiliate may advertise coupon codes only that have been provided to you through UrbanSitter’s Marketing Affiliate Network.
2. Posting any information about how to work around the requirements of a coupon (i.e., first time customers only) is prohibited.
3. Affiliate shall not advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.
4. Coupons must be displayed in their entirety with the full offer, valid expiration date, and code.
5. Affiliate shall not use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
6. Affiliate shall not give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all UrbanSitter Memberships are discounted by 10%, you may not turn this into an offer that infers that the Visitor must click from your site to get this deal.
7. If Affiliate incentivizes its customers to sign up to UrbanSitter (without providing a valid UrbanSitter coupon) in exchange for a discount on or cash back related to Affiliate’s own products or services, Affiliate must state clearly that it (not UrbanSitter) will be honoring the offer.
8. On click through, Affiliate must link directly to the UrbanSitter website.
Unless you have been given express written permission, if you are found to be engaging in any of the aforementioned practices, we reserve the right to reverse any/all sales generated. If your Website participates in forums where active users of your Website can submit coupon codes, it is your responsibility to ensure that the coupon codes submitted do not violate our Coupon Guidelines.
E. Cookie Guidelines
Affiliate must not mislead customers into clicking on an offer/coupon that does not exist or practice similarly deceptive tactics which are generally accepted as “cookie stuffing” for purposes of depositing cookies without a Visitor’s consent or when the Visitor has not visited UrbanSitter through the Link. Cookie stuffing tactics include, but are not limited to, using knowingly expired offers, presenting offers that do not exist, presenting a button that claims to show all offers which sets the Affiliate’s cookie, and technology which generates a click/sets the cookie from the action of copying a coupon code.
F. Toolbars Guidelines
Unless Affiliate receives express prior written permission from UrbanSitter, Affiliate shall not install plug-ins or browser add-ons to an end user’s browser that may serve as a default search engine, clutter the end user’s browser or screen, change browser settings, or interfere with the end user’s experience by publishing Affiliate’s or third-party ads, including but not limited to UrbanSitter coupon codes placed by Affiliate, which may notify the end user that coupons are available.
G. Domain Names
Use of any of UrbanSitter’s or our subsidiaries’ and affiliates’ trademarked terms as part of the domain or sub-domain for your website is strictly prohibited, i.e., urbansitter.website.com or www.urbansitter-coupons.com.
H. E-mails by Affiliate
You shall not create, publish, distribute, or permit any written material that makes reference to our Program unless such materials adhere to the UrbanSitter Affiliate Guidelines. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.
2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of UrbanSitter.
3. E-mails must first be submitted to UrbanSitter for approval prior to being sent, or UrbanSitter must be sent a copy of the e-mail promptly upon publication.
I. Publicity by Affiliate and Affiliate’s Use of Social Media
1. Affiliate may not misrepresent or embellish the relationship existing between it and UrbanSitter. While UrbanSitter requires Affiliate to identify itself in relation to UrbanSitter in accordance with the FTC Guidelines (referenced herein), Affiliate shall not otherwise engage in any promotions which name UrbanSitter or imply any relationship or affiliation between the parties, including but not limited to press release, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for co-branding or any other format or media.
2. Affiliate shall not have any authority to make or publish any statement, claims, representations, or warranties about UrbanSitter’s products or services, which could be deemed a binding offer, obligation, or guarantee by UrbanSitter (other than as expressly authorized by UrbanSitter in writing).
3. Affiliate shall not misrepresent the services provided by UrbanSitter or the services offered by the UrbanSitter Website.
4. Promotion on Facebook, Twitter, Pinterest, and other social media platforms is permitted; provided, however, the following general rules shall apply:
i. Affiliate is allowed to promote offers to their own lists. For example, Affiliate is permitted to
use Links on their own Facebook, Twitter, etc… pages (i.e., “20% off UrbanSitter Membership through X-date with code XYZ”)
ii. Affiliate is prohibited from posting links to the Affiliate Website on UrbanSitter’s Facebook, Twitter, Instagram, etc… company pages in an attempt to convert those Links into Qualified Transactions.
iii. Affiliate is prohibited from running Facebook ads with UrbanSitter’s trademarks.
J. Notification of non-compliance with Affiliate Guidelines
Affiliate shall notify UrbanSitter promptly if the Affiliate’s website experiences a security breach, or becomes compromised by malware, and or no longer meets the guidelines established herein.
7. PUBLICITY BY URBANSITTER
UrbanSitter may publicly refer to you, orally or in writing, as an Affiliate and it may publish your name and/or your logo (with or without a link to your website), in promotional materials and press releases without obtaining your prior consent.
8. QUALIFIED TRANSACTIONS AND ADVERTISING FEES
UrbanSitter will pay Advertising Fees (as defined in the Program Terms) to Affiliate for each Qualified Transaction (also defined in the Program Terms).
Affiliate acknowledges that it has viewed and accepted the Program Terms, expressly incorporated herein, prior to submitting its application for acceptance to the Program.
Other than the payment of the Advertising Fees, Affiliate shall have no claims to any additional compensation, commissions, or business derived by or through UrbanSitter.
9. REVERSAL POLICY
UrbanSitter reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and breaches of the Agreement as outlined herein. Furthermore, if UrbanSitter asks you for clarification or more information on any order or clicks that we feel may be in violation of our terms and conditions and you are either (i) not forthcoming /intentionally vague, (ii) not responsive within a reasonable time period, or (iii) cannot substantiate or validate the source of your traffic to the UrbanSitter Website with demonstrable proof, we may reverse orders or suspend your participation in the Program. We know that many violations are a result of automated processes; however it is incumbent upon each Affiliate to ensure that the appropriate checks and balances are in place to pro-actively address these issues and adhere to this Agreement.
10. OPERATIONS OUTSIDE OF THE UNITED STATES
The Program is intended to be used solely within the United States. Affiliate acknowledges and agrees that it will not knowingly embed a UrbanSitter Link on Affiliate sites hosted outside of the United States or aimed primarily at a non-US audience.
11. FTC DISCLOSURE REQUIREMENTS
Affiliate shall include a disclosure statement within any and all pages, blog/posts, or social media posts where links to the UrbanSitter website are posted as an endorsement or review, or reasonably may be understood to constitute an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that UrbanSitter is compensating the Affiliate for its review or endorsement. If you received any product or service for free from UrbanSitter, this also must be clearly stated in your disclosure.
• Disclosures must be made in close proximity to the claims.
• Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure (i.e., a disclosure should be visible before the jump).
• Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf, and the FTC's Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements.
12. AFFILIATE’S REPRESENTATIONS, WARRANTIES, AND COVENANTS
A. Affiliate has all necessary right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
B. Nothing contained in this Agreement or required by Affiliate’s performance hereunder will place such party in breach of any other Agreement.
C. When applying to the Program, Affiliate will provide UrbanSitter and its Marketing Affiliate Network with accurate, complete, and updated registration information. Affiliate will not misrepresent its identity or its location. Affiliate shall not seek to impersonate another person or entity or deceive UrbanSitter, Marketing Affiliate Network, or Visitors with respect to Affiliate’s true identity.
D. Affiliate’s Website(s) may not infringe on UrbanSitter’s or another third party’s intellectual property, publicity, or privacy rights; violate any law, rule, or regulation; contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography, or sexually explicit materials; contain any malware, adware, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, system resources, data, or personal information; or contain software or use technology that attempts to intercept, divert, or redirect internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
URBANSITTER’S WEBSITE IS PROVIDED ON AN “AS IS” BASIS. URBANSITTER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, SECURITY, PERFORMANCE, OR FUNCTIONALITY OF THE URBANSITTER SITE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE DESTINATION SITE WILL BE ERROR OR VIRUS FREE, OR THAT SERVICE WILL BE UNINTERRUPTED) AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE URBANSITTER WEBSITE IS SUBJECT TO CHANGE AT ANY TIME IN URBANSITTER’S SOLE DISCRETION.
URBANSITTER MAKES NO WARRANTIES WITH RESPECT TO THE PROGRAM, ANY OFFERINGS MADE THROUGH THE PROGRAM, OR AS TO THE CONTINUATION OF OFFERINGS THROUGH THE PROGRAM.
UNDER NO CIRCUMSTANCES SHALL URBANSITTER BE LIABLE TO AFFILIATE, AFFILIATE’S VISITORS, USERS, OR SUBSCRIBERS, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR ON BEHALF OF PUBLISHER FOR ANY LOSS, LIABILITIES, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS, OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE URBANSITTER SITE OR THE PROGRAM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, URBANSITTER SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, LOST PROFITS, LOST OPPORTUNITIES, LOST SAVINGS, LOST DATA, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF UrbanSitter HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES, WHETHER RESULTING FROM A BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE. THE AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL ADVERTISING FEES PAID TO PUBLISHER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTH PERIOD.
14. CONFIDENTIAL INFORMATION
In connection with entering into and performing under this Agreement each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information, in whatever form, relating to the business of such party that is not generally known or available to others, including but not limited to source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, payment terms, conversion rates, the terms of this Agreement and each applicable Exhibit, marketing and business plans, information concerning such party’s vendors, and such party’s contemplated plans, strategies and prospects (“Confidential Information”). Except as expressly allowed herein or in any Exhibit, the receiving party will hold in confidence and not use for any purpose other than as necessary to perform its obligations under this Agreement or disclose to any third party any Confidential Information of the disclosing party, provided, however, that Confidential Information may be shared with the receiving party’s affiliates, advisors, and independent contractors who have a need to know such information in connection with the exercise of rights and obligations hereunder. Such affiliates, advisors, and independent contractors shall be bound by confidentiality obligations that are at least as protective of the Confidential Information as the terms and conditions of this Agreement. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the disclosing party and, except as expressly provided herein, nothing in this Agreement shall be interpreted as granting the receiving party any right or license with respect to such Confidential Information. If disclosure of the other party’s Confidential Information is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of receiving party and the receiving party has no knowledge of any confidentiality obligation with respect to such information; or (c) was independently developed by the receiving party without use or reference to the Confidential Information.
15. INDEMNITY
Affiliate shall defend, indemnify, and hold UrbanSitter (and its directors, officers, employees, representatives, affiliates, and subsidiaries) harmless from and against any and all third-party claims, liabilities, losses, damages, and costs, including reasonable attorneys’ fees, arising out of, relating to, resulting from, or in any way connected with: (a) Affiliate’s breach of this Agreement; (b) Affiliate’s breach of applicable law; (c) Affiliate’s acts or omissions, negligence, gross negligence, and/or willful misconduct; (d) and the development, operation, maintenance, and content of Affiliate’s website.
16. ADDITIONAL TERMS
A. Independent Contractor. The relationship of Company and UrbanSitter established pursuant to this Agreement is that of independent contractors, and no joint venture, partnership, agency, franchise or employment relationship will be deemed to exist between them.
B. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Company shall not assign this Agreement to any third party without UrbanSitter’s prior written consent.
C. Waiver. No delay or failure by UrbanSitter in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
D. Modification. UrbanSitter reserves the right to modify the terms and condition of this Agreement in its sole discretion upon seven (7) days prior notice to Affiliate via electronic communication. If any modification is unacceptable to Affiliate, Affiliate’s sole recourse shall be to terminate this Agreement. Affiliate’s continued participation in the Program after notice of the modification of the terms and conditions of this Agreement shall constitute Affiliate’s binding acceptance to such modifications.
E. Remedies. All remedies available to a party under or with respect to this Agreement are cumulative and in addition to all other remedies, if any, available at law or in equity.
F. Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, governmental act or failure of third party power or telecommunications networks, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. Notwithstanding the foregoing, if such event causes a delay in performance of more than thirty (30) days, the unaffected party shall have the right to terminate this Agreement without penalty upon written notice at any time prior to the affected party’s resumption of performance.
G. Construction. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor of or against either party on the basis of preparation of the Agreement.
H. Choice of Law and Venue. This Agreement and all aspects of the relationship between the parties hereto shall be construed and enforced in accordance with and governed by the internal laws of the State of California, without regard to the conflict of law principles thereof. Any claims or legal actions by one party against the other shall be commenced and maintained exclusively in any state or federal court located in California, and both parties hereby submit to the jurisdiction and venue of any such court and agree not to bring any claim or legal action in any other jurisdiction or venue.
I. Entire Agreement. This Agreement constitutes the entire Agreement between the parties relative to the subject matter hereof, and supersedes all proposals or agreements, written or oral, and all other communications between the parties relating to the subject matter hereof. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. No principle of construction or rule of law that provides that an agreement be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall apply to the terms and conditions of this Agreement. The invalidity, illegality or unenforceability of any term or provision of this Agreement shall in no way affect the validity, legality or enforceability of any other term or provision of this Agreement. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.
J. Notice. Any notice required or permitted to be given hereunder will be effective upon receipt and shall be given in writing and delivered via email with a confirmation of receipt by the recipient, via nationally recognized overnight express courier, or registered or certified mail with postage prepaid and return receipt requested, to the parties at their respective addresses given herein or at such other address designated by written notice.
K. E-SIGNATURE. BY CLICKING ON THE “SUBMIT BUTTON” TO SUBMIT A PROGRAM APPLICATION VIA OUR MARKETING AFFILIATE NETWORK, YOU ACKNOWLEDGE AND CONFIRM THAT YOU INTEND TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.
Exhibit A
Prohibited Terms
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Exhibit B
Additional Guidelines
- UrbanSitter is a trusted marketplace where families find, book, and pay caregivers; and caregivers find jobs.
- UrbanSitter does not employ, recommend or endorse any caregiver or care provider nor is it responsible for the conduct of any caregiver.
- UrbanSitter provides information and tools to help families and caregivers connect and make informed decisions.
- However, each individual is solely responsible for selecting an appropriate caregiver or care provider for themselves or their families and for complying with all applicable laws in connection with any employment relationship they establish.
- UrbanSitter does not provide medical advice, diagnosis or treatment or engage in any conduct that requires a professional license.
- UrbanSitter is a registered service mark of UrbanSitter, Inc. We are providing you with logos in the ad media section of your affiliate account which you can use on your site. We’ll be providing you with text links and banner ads that we ask you not to edit.
- Safety of our members is important to us and that's why we offer tools and resources to help families make safer and more informed hiring decisions.
- Every caregiver available on UrbanSitter has passed a third-party background check, and their profile has been reviewed by the UrbanSitter Trust and Safety Team. However, please avoid language about UrbanSitter “vetting” caregivers as we cannot verify the truth or accuracy of each piece of information members post in their profiles, in job postings or in other areas of the site.
- Feel free to refer to our Trust & Safety page for details: http://www.urbansitter.com/trust.
This UrbanSitter Affiliate Program Agreement (“Agreement”) provides the terms and conditions applicable to your membership in the UrbanSitter Affiliate Program (“Program”). This Agreement is in addition to any terms and conditions to which you may have agreed or will agree pursuant to a separate agreement with an UrbanSitter Marketing Affiliate Network. UrbanSitter and Affiliate each acknowledge that they may be parties to agreements with Marketing Affiliate Networks.
1. DEFINITIONS
A. “UrbanSitter,” “we,” “us,” and “our” refers to UrbanSitter, Inc., a Delaware corporation headquartered in San Francisco, CA.
B. “UrbanSitter’s Website” or “UrbanSitter Website” refers to https://www.urbansitter.com and each of the UrbanSitter properties located at www.urbansitter.com.
C. “Affiliate,” “You,” and “your” refers to the person or entity that has agreed to the terms and conditions herein and will generate traffic to the UrbanSitter Website and which may receive a fee for legitimate sales, leads, clicks, or other measurable action in accordance with this Agreement.
D. “Affiliate’s Website” or “Affiliate Website” refers to a website owned and operated by Affiliate on which a Link to the UrbanSitter Website shall be placed.
E. “Marketing Affiliate Network” shall mean each third-party vendor that UrbanSitter utilizes to facilitate relationships with and payments to Affiliate(s), including but not limited to web-based platforms, used by both UrbanSitter and Affiliate to facilitate their relationship and the tracking, reporting, and payment of any fees due hereunder.
F. “Link” means a hyperlink placed on Affiliate’s Website which, when clicked on by a Visitor, sends the Visitor through to the UrbanSitter Website via redirection through the Marketing Affiliate Network. Links may take many forms, including but not limited to text, buttons, banners, a product image, videos, or any other format approved by UrbanSitter.
2. RESPONSIBILITIES OF THE PARTIES
UrbanSitter may provide Affiliate with UrbanSitter creative assets (“Creative”), such as banners, logos, marketing content, product catalog (product feed), and/or a URL vanity code(s) for use in connection with the Program. Affiliate also may use, or alternatively may use, content it has developed itself to promote UrbanSitter (“Affiliate Content”), provided that such Affiliate Content complies with UrbanSitter’s guidelines concerning such materials (the “UrbanSitter Affiliate Guidelines”).
UrbanSitter shall be solely responsible for all aspects of its relationship with all persons who purchase UrbanSitter services, including without limitation: (i) establishing all prices for services; (ii) accepting, processing and fulfilling orders for services; (iii) collecting payment, including all taxes or other charges due; (iv) managing refunds and cancellations; (v) ensuring that the sale of all services is made in conformance with all applicable laws; (vi) determining all customer service and/or operational policies; (vii) accepting and processing registrations; (viii) satisfying all commitments or obligations resulting from each completed registration; and (ix) ensuring that each registration, and the information collected in processing each registration, is acquired and used in conformance with UrbanSitter’s site terms and conditions, including without limitation its privacy policy, and all applicable laws.
Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate’s website and for all content that appears on such website. Such responsibilities include, but are not limited to: (i) the technical operation of Affiliate’s site and all related equipment; (ii) the timeliness, accuracy, and appropriateness of content posted on Affiliate’s site; (iii) ensuring that posted materials do not violate or infringe upon the rights of any third party; (iv) ensuring that posted content is not libelous or otherwise; (v) ensuring the content meets the UrbanSitter Affiliate Guidelines; (vi) incorporating and applying industry best standards for secure development, security and data privacy protections, including monitoring for breach or compromises, having an appropriate security incident response plan in place, and, where applicable, applying security updates regularly, implementing current regulatory encryption standards for data transmissions and storage, and utilizing strong passwords and multi-factor authentication for administrative access to systems in accordance with current industry standards; and (vii) maintaining compliance with applicable data privacy laws including but not limited to the California Consumer Privacy Act of 2018 (CCPA) and the EU General Data Protection Regulation 2016/679 (GDPR).
3. ELIGIBILITY AND ENROLLMENT
All participation in the Program is subject to UrbanSitter’s approval, which may be withheld in UrbanSitter’s sole discretion. Unless notified to the contrary in writing by UrbanSitter, each prospective Affiliate shall submit a completed Program application to UrbanSitter through its Marketing Affiliate Network. UrbanSitter will evaluate your application and notify you (in writing by email or otherwise) if the application is accepted or rejected. UrbanSitter may reject your application for any reason, in its sole discretion, including but not limited to if UrbanSitter determines that Affiliate’s website is unsuitable for the program.
Unsuitable websites include, without limitation, the following: adult websites; websites that promote violence, bigotry, or hatred; websites that provide threatening or defamatory content; and websites that promote illegal activity. Websites that display banners and advertisements for the foregoing categories of websites and businesses also are prohibited, as are unsecured websites, and or those that have been blacklisted or blocked for security related vulnerabilities and security and data breach violations.
Approval is specific to each of Affiliate’s websites if Affiliate operates more than one website. Affiliate must submit the URL for each website for which the Affiliate is seeking approval to participate in the Program. Affiliate must maintain an updated list of all Affiliate domains that use the Link in its profile on the Marketing Affiliate Network. Affiliate shall post and maintain during the term a privacy policy in connection with the Affiliate Website that is in compliance with applicable law.
4. TERM AND TERMINATION
Affiliate’s acceptance of this Agreement shall be evidenced by Affiliate’s submission of a completed Program application to UrbanSitter’s Marketing Affiliate Network; provided, however, that this Agreement shall not be effective unless and until UrbanSitter has accepted Affiliate into the Program, which acceptance shall be conveyed by written notice. The term of this Agreement shall be continuous, commencing upon UrbanSitter’s acceptance of Affiliate into the Program and ending when terminated by a party.
Either party may terminate this Agreement at any time, without or without cause, by giving the other party seven (7) days prior written notice of termination. This Agreement may be terminated immediately by UrbanSitter if Affiliate breaches this Agreement. Upon termination, Affiliate shall promptly remove all Creative from Affiliate’s website. Affiliate only is eligible to earn Advertising Fees on Qualified Transactions occurring during the Term (including all steps required for a transaction to be a Qualified Transaction under this Agreement). An Affiliate’s violation of certain UrbanSitter guidelines also may result in forfeiture of previously earned Advertising Fees, as described in more detail below.
Sections 4, 8, 9, 12 through 15, 16(C), and 16(G) through 16(J) hereof shall survive any expiration or termination of this Agreement in accordance with their respective terms.
5. LIMITED LICENSE TO USE URBANSITTER MARKS
Subject to the terms and conditions of this Agreement and upon receiving written notice of approval, UrbanSitter grants to Affiliate during the term a limited, non-exclusive, non-transferable, non-sub licensable, revocable license to use the Creative, including applicable and related trade names, logos, trademarks, service marks, trade dress, internet domain names, similar proprietary marks and copyrights solely in connection with the marketing, advertising, and promotion of the UrbanSitter Creative posted on Affiliate’s website, which advertisements and promotions must be approved by UrbanSitter or meet the UrbanSitter Affiliate Guidelines, and in connection with any graphical/textual links to the UrbanSitter Website. Each license granted in this Section shall hereinafter be referred to as “Licensed Property.”
Affiliate shall not use UrbanSitter’s Licensed Property in a manner that disparages UrbanSitter or its products or services, or portrays UrbanSitter or its products or services in a false, competitively adverse or poor light. Affiliate shall comply with UrbanSitter’s requests as to the use of its Licensed Property and will not undertake any action that diminishes the value of such Licensed Property.
Subject to the limited licenses granted to Affiliate under this Section, UrbanSitter owns and shall retain all right, title and interest in its trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, know how, and proprietary technology, including without limitation those currently used or which may be developed and/or used by it in the future (“Intellectual Property”). Except as provided for in this Agreement, Affiliate may not distribute, sell, reproduce, publish, display, perform, prepare derivative works, or otherwise use any of the UrbanSitter Intellectual Property without UrbanSitter’s express written consent.
6. URBANSITTER AFFILIATE GUIDELINES
Affiliate acknowledges and expressly agrees (i) to comply with the following guidelines contained in this section and any guidelines set forth in Exhibit B to this Agreement, attached hereto and incorporated herein, which may be modified from time to time, and (ii) that any breach of such UrbanSitter Affiliate Guidelines shall be considered a breach of this Agreement.
A. No Modification of Creative.
• UrbanSitter requires that Affiliate obtain original digital or camera-ready artwork directly from UrbanSitter. No re-sampling or other attempted duplication is allowed and no alterations, modifications, cropping, or additions to the Creative provided by UrbanSitter are permitted.
B. Linking to the UrbanSitter website
• Upon acceptance into the Program, Links will be made available to you through the Marketing Affiliate Network interface. You agree that you will only use linking code obtained from the Marketing Affiliate Network without manipulation.
• Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You also will not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.
• Links may be placed anywhere on Affiliate’s Website in Affiliate’s discretion.
• Cookie stuffing, pop-ups, and false or misleading links are strictly prohibited. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating).
• Using redirects to bounce a click off of a domain where the click did not originate in order to give the appearance that it came from that domain is expressly prohibited. This does not include using “out” redirects from the same domain where the affiliate link is placed.
• Links may not be placed in newsgroups, unsolicited e-mail, instant messaging platforms(e.g., IRC, WhatsApps, Facebook Messenger, etc), banner networks, counters, chatrooms or guestbooks.
• All Links must be placed in a manner that is not misleading to any Visitor and placed with the intention of delivering valid sales, leads, or clicks to the UrbanSitter website.
C. PPC Guidelines
If you are enrolled in our Program and participate in Pay-per-click (“PPC”) advertising, you must adhere to UrbanSitter’s PPC Guidelines as follows:
1. You may not bid on any of UrbanSitter or its subsidiaries’ and affiliates’ trademarked terms, including any variations or misspellings thereof (the “Prohibited Terms”), for search or content based campaigns on Google, Yahoo, Bing, Ask, or any other network.
2. You may not use the Prohibited Terms in sequence with any other keyword (i.e., UrbanSitter Coupons).
3. You may not use the Prohibited Terms in your ad title, ad copy, display name or as the display URL.
4. You may not direct link to our website from any PPC ad, or use redirects that yield the same result. Affiliates must be directed to an actual page on your website.
You may not bid in any manner appearing higher than UrbanSitter for any search term in position 1-5 in any auction style PPC advertising program. If you automate your PPC campaigns, the responsibility is on you to exclude our trademark terms from your program. UrbanSitter strongly suggests that you add our trademarked terms as negative keywords. UrbanSitter maintains a strict no tolerance policy on PPC trademark bidding. We will not enter a discussion about when the violation began and stopped; you will forfeit all commissions for a minimum of the past 30 days.
A list of the trademarked terms appear on Exhibit A, attached hereto and incorporated herein.
D. Coupon Guidelines
If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to the UrbanSitter’s Coupon Guidelines:
1. Affiliate may advertise coupon codes only that have been provided to you through UrbanSitter’s Marketing Affiliate Network.
2. Posting any information about how to work around the requirements of a coupon (i.e., first time customers only) is prohibited.
3. Affiliate shall not advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.
4. Coupons must be displayed in their entirety with the full offer, valid expiration date, and code.
5. Affiliate shall not use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
6. Affiliate shall not give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all UrbanSitter Memberships are discounted by 10%, you may not turn this into an offer that infers that the Visitor must click from your site to get this deal.
7. If Affiliate incentivizes its customers to sign up to UrbanSitter (without providing a valid UrbanSitter coupon) in exchange for a discount on or cash back related to Affiliate’s own products or services, Affiliate must state clearly that it (not UrbanSitter) will be honoring the offer.
8. On click through, Affiliate must link directly to the UrbanSitter website.
Unless you have been given express written permission, if you are found to be engaging in any of the aforementioned practices, we reserve the right to reverse any/all sales generated. If your Website participates in forums where active users of your Website can submit coupon codes, it is your responsibility to ensure that the coupon codes submitted do not violate our Coupon Guidelines.
E. Cookie Guidelines
Affiliate must not mislead customers into clicking on an offer/coupon that does not exist or practice similarly deceptive tactics which are generally accepted as “cookie stuffing” for purposes of depositing cookies without a Visitor’s consent or when the Visitor has not visited UrbanSitter through the Link. Cookie stuffing tactics include, but are not limited to, using knowingly expired offers, presenting offers that do not exist, presenting a button that claims to show all offers which sets the Affiliate’s cookie, and technology which generates a click/sets the cookie from the action of copying a coupon code.
F. Toolbars Guidelines
Unless Affiliate receives express prior written permission from UrbanSitter, Affiliate shall not install plug-ins or browser add-ons to an end user’s browser that may serve as a default search engine, clutter the end user’s browser or screen, change browser settings, or interfere with the end user’s experience by publishing Affiliate’s or third-party ads, including but not limited to UrbanSitter coupon codes placed by Affiliate, which may notify the end user that coupons are available.
G. Domain Names
Use of any of UrbanSitter’s or our subsidiaries’ and affiliates’ trademarked terms as part of the domain or sub-domain for your website is strictly prohibited, i.e., urbansitter.website.com or www.urbansitter-coupons.com.
H. E-mails by Affiliate
You shall not create, publish, distribute, or permit any written material that makes reference to our Program unless such materials adhere to the UrbanSitter Affiliate Guidelines. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.
2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of UrbanSitter.
3. E-mails must first be submitted to UrbanSitter for approval prior to being sent, or UrbanSitter must be sent a copy of the e-mail promptly upon publication.
I. Publicity by Affiliate and Affiliate’s Use of Social Media
1. Affiliate may not misrepresent or embellish the relationship existing between it and UrbanSitter. While UrbanSitter requires Affiliate to identify itself in relation to UrbanSitter in accordance with the FTC Guidelines (referenced herein), Affiliate shall not otherwise engage in any promotions which name UrbanSitter or imply any relationship or affiliation between the parties, including but not limited to press release, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for co-branding or any other format or media.
2. Affiliate shall not have any authority to make or publish any statement, claims, representations, or warranties about UrbanSitter’s products or services, which could be deemed a binding offer, obligation, or guarantee by UrbanSitter (other than as expressly authorized by UrbanSitter in writing).
3. Affiliate shall not misrepresent the services provided by UrbanSitter or the services offered by the UrbanSitter Website.
4. Promotion on Facebook, Twitter, Pinterest, and other social media platforms is permitted; provided, however, the following general rules shall apply:
i. Affiliate is allowed to promote offers to their own lists. For example, Affiliate is permitted to
use Links on their own Facebook, Twitter, etc… pages (i.e., “20% off UrbanSitter Membership through X-date with code XYZ”)
ii. Affiliate is prohibited from posting links to the Affiliate Website on UrbanSitter’s Facebook, Twitter, Instagram, etc… company pages in an attempt to convert those Links into Qualified Transactions.
iii. Affiliate is prohibited from running Facebook ads with UrbanSitter’s trademarks.
J. Notification of non-compliance with Affiliate Guidelines
Affiliate shall notify UrbanSitter promptly if the Affiliate’s website experiences a security breach, or becomes compromised by malware, and or no longer meets the guidelines established herein.
7. PUBLICITY BY URBANSITTER
UrbanSitter may publicly refer to you, orally or in writing, as an Affiliate and it may publish your name and/or your logo (with or without a link to your website), in promotional materials and press releases without obtaining your prior consent.
8. QUALIFIED TRANSACTIONS AND ADVERTISING FEES
UrbanSitter will pay Advertising Fees (as defined in the Program Terms) to Affiliate for each Qualified Transaction (also defined in the Program Terms).
Affiliate acknowledges that it has viewed and accepted the Program Terms, expressly incorporated herein, prior to submitting its application for acceptance to the Program.
Other than the payment of the Advertising Fees, Affiliate shall have no claims to any additional compensation, commissions, or business derived by or through UrbanSitter.
9. REVERSAL POLICY
UrbanSitter reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and breaches of the Agreement as outlined herein. Furthermore, if UrbanSitter asks you for clarification or more information on any order or clicks that we feel may be in violation of our terms and conditions and you are either (i) not forthcoming /intentionally vague, (ii) not responsive within a reasonable time period, or (iii) cannot substantiate or validate the source of your traffic to the UrbanSitter Website with demonstrable proof, we may reverse orders or suspend your participation in the Program. We know that many violations are a result of automated processes; however it is incumbent upon each Affiliate to ensure that the appropriate checks and balances are in place to pro-actively address these issues and adhere to this Agreement.
10. OPERATIONS OUTSIDE OF THE UNITED STATES
The Program is intended to be used solely within the United States. Affiliate acknowledges and agrees that it will not knowingly embed a UrbanSitter Link on Affiliate sites hosted outside of the United States or aimed primarily at a non-US audience.
11. FTC DISCLOSURE REQUIREMENTS
Affiliate shall include a disclosure statement within any and all pages, blog/posts, or social media posts where links to the UrbanSitter website are posted as an endorsement or review, or reasonably may be understood to constitute an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that UrbanSitter is compensating the Affiliate for its review or endorsement. If you received any product or service for free from UrbanSitter, this also must be clearly stated in your disclosure.
• Disclosures must be made in close proximity to the claims.
• Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure (i.e., a disclosure should be visible before the jump).
• Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf, and the FTC's Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements.
12. AFFILIATE’S REPRESENTATIONS, WARRANTIES, AND COVENANTS
A. Affiliate has all necessary right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
B. Nothing contained in this Agreement or required by Affiliate’s performance hereunder will place such party in breach of any other Agreement.
C. When applying to the Program, Affiliate will provide UrbanSitter and its Marketing Affiliate Network with accurate, complete, and updated registration information. Affiliate will not misrepresent its identity or its location. Affiliate shall not seek to impersonate another person or entity or deceive UrbanSitter, Marketing Affiliate Network, or Visitors with respect to Affiliate’s true identity.
D. Affiliate’s Website(s) may not infringe on UrbanSitter’s or another third party’s intellectual property, publicity, or privacy rights; violate any law, rule, or regulation; contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography, or sexually explicit materials; contain any malware, adware, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, system resources, data, or personal information; or contain software or use technology that attempts to intercept, divert, or redirect internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
URBANSITTER’S WEBSITE IS PROVIDED ON AN “AS IS” BASIS. URBANSITTER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, SECURITY, PERFORMANCE, OR FUNCTIONALITY OF THE URBANSITTER SITE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE DESTINATION SITE WILL BE ERROR OR VIRUS FREE, OR THAT SERVICE WILL BE UNINTERRUPTED) AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE URBANSITTER WEBSITE IS SUBJECT TO CHANGE AT ANY TIME IN URBANSITTER’S SOLE DISCRETION.
URBANSITTER MAKES NO WARRANTIES WITH RESPECT TO THE PROGRAM, ANY OFFERINGS MADE THROUGH THE PROGRAM, OR AS TO THE CONTINUATION OF OFFERINGS THROUGH THE PROGRAM.
UNDER NO CIRCUMSTANCES SHALL URBANSITTER BE LIABLE TO AFFILIATE, AFFILIATE’S VISITORS, USERS, OR SUBSCRIBERS, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR ON BEHALF OF PUBLISHER FOR ANY LOSS, LIABILITIES, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS, OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE URBANSITTER SITE OR THE PROGRAM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, URBANSITTER SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, LOST PROFITS, LOST OPPORTUNITIES, LOST SAVINGS, LOST DATA, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF UrbanSitter HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES, WHETHER RESULTING FROM A BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE. THE AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL ADVERTISING FEES PAID TO PUBLISHER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTH PERIOD.
14. CONFIDENTIAL INFORMATION
In connection with entering into and performing under this Agreement each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information, in whatever form, relating to the business of such party that is not generally known or available to others, including but not limited to source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, payment terms, conversion rates, the terms of this Agreement and each applicable Exhibit, marketing and business plans, information concerning such party’s vendors, and such party’s contemplated plans, strategies and prospects (“Confidential Information”). Except as expressly allowed herein or in any Exhibit, the receiving party will hold in confidence and not use for any purpose other than as necessary to perform its obligations under this Agreement or disclose to any third party any Confidential Information of the disclosing party, provided, however, that Confidential Information may be shared with the receiving party’s affiliates, advisors, and independent contractors who have a need to know such information in connection with the exercise of rights and obligations hereunder. Such affiliates, advisors, and independent contractors shall be bound by confidentiality obligations that are at least as protective of the Confidential Information as the terms and conditions of this Agreement. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the disclosing party and, except as expressly provided herein, nothing in this Agreement shall be interpreted as granting the receiving party any right or license with respect to such Confidential Information. If disclosure of the other party’s Confidential Information is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (a) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through no wrongful act of receiving party and the receiving party has no knowledge of any confidentiality obligation with respect to such information; or (c) was independently developed by the receiving party without use or reference to the Confidential Information.
15. INDEMNITY
Affiliate shall defend, indemnify, and hold UrbanSitter (and its directors, officers, employees, representatives, affiliates, and subsidiaries) harmless from and against any and all third-party claims, liabilities, losses, damages, and costs, including reasonable attorneys’ fees, arising out of, relating to, resulting from, or in any way connected with: (a) Affiliate’s breach of this Agreement; (b) Affiliate’s breach of applicable law; (c) Affiliate’s acts or omissions, negligence, gross negligence, and/or willful misconduct; (d) and the development, operation, maintenance, and content of Affiliate’s website.
16. ADDITIONAL TERMS
A. Independent Contractor. The relationship of Company and UrbanSitter established pursuant to this Agreement is that of independent contractors, and no joint venture, partnership, agency, franchise or employment relationship will be deemed to exist between them.
B. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Company shall not assign this Agreement to any third party without UrbanSitter’s prior written consent.
C. Waiver. No delay or failure by UrbanSitter in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
D. Modification. UrbanSitter reserves the right to modify the terms and condition of this Agreement in its sole discretion upon seven (7) days prior notice to Affiliate via electronic communication. If any modification is unacceptable to Affiliate, Affiliate’s sole recourse shall be to terminate this Agreement. Affiliate’s continued participation in the Program after notice of the modification of the terms and conditions of this Agreement shall constitute Affiliate’s binding acceptance to such modifications.
E. Remedies. All remedies available to a party under or with respect to this Agreement are cumulative and in addition to all other remedies, if any, available at law or in equity.
F. Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, governmental act or failure of third party power or telecommunications networks, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. Notwithstanding the foregoing, if such event causes a delay in performance of more than thirty (30) days, the unaffected party shall have the right to terminate this Agreement without penalty upon written notice at any time prior to the affected party’s resumption of performance.
G. Construction. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor of or against either party on the basis of preparation of the Agreement.
H. Choice of Law and Venue. This Agreement and all aspects of the relationship between the parties hereto shall be construed and enforced in accordance with and governed by the internal laws of the State of California, without regard to the conflict of law principles thereof. Any claims or legal actions by one party against the other shall be commenced and maintained exclusively in any state or federal court located in California, and both parties hereby submit to the jurisdiction and venue of any such court and agree not to bring any claim or legal action in any other jurisdiction or venue.
I. Entire Agreement. This Agreement constitutes the entire Agreement between the parties relative to the subject matter hereof, and supersedes all proposals or agreements, written or oral, and all other communications between the parties relating to the subject matter hereof. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. No principle of construction or rule of law that provides that an agreement be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall apply to the terms and conditions of this Agreement. The invalidity, illegality or unenforceability of any term or provision of this Agreement shall in no way affect the validity, legality or enforceability of any other term or provision of this Agreement. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.
J. Notice. Any notice required or permitted to be given hereunder will be effective upon receipt and shall be given in writing and delivered via email with a confirmation of receipt by the recipient, via nationally recognized overnight express courier, or registered or certified mail with postage prepaid and return receipt requested, to the parties at their respective addresses given herein or at such other address designated by written notice.
K. E-SIGNATURE. BY CLICKING ON THE “SUBMIT BUTTON” TO SUBMIT A PROGRAM APPLICATION VIA OUR MARKETING AFFILIATE NETWORK, YOU ACKNOWLEDGE AND CONFIRM THAT YOU INTEND TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.
Exhibit A
Prohibited Terms
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[promo code for urbansitter]
[urbansitter coupon code]
[urban sitter discount code]
[urbansitter net]
[sitter com]
+urban +sitter +discount
+urban +sitter +coupon
[urbansitter discount]
[coupon for urbansitter]
[urban sitter promotion code]
[promotional code urban sitter]
[urbansitter co]
[urban sitter promotional code]
[urban sitter phone number]
[urbansitters com]
[urban sitter promotion]
[nannies for hire]
[promotional code for urban sitter]
[urbansitter promo code]
[urban sitter promo code free month]
[coupon code for urban sitter]
[promo code urban sitter]
+urban +sitter +phone +number
[urbansitters]
[urbansitter vom]
[coupons for urban sitter]
[urban sitters promo codes]
[urbansitter con]
[promo code for urban sitters]
+urbansitters +promotion
+urbansitters +promotion
[urban sitters coupons]
[promo codes for urban sitters]
[babysitters promotional code]
[promotion code for urban sitter]
[coupons for urban sitter]
[urban sitters com]
[urban sitter nanny]
[urbansitter come]
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Exhibit B
Additional Guidelines
- UrbanSitter is a trusted marketplace where families find, book, and pay caregivers; and caregivers find jobs.
- UrbanSitter does not employ, recommend or endorse any caregiver or care provider nor is it responsible for the conduct of any caregiver.
- UrbanSitter provides information and tools to help families and caregivers connect and make informed decisions.
- However, each individual is solely responsible for selecting an appropriate caregiver or care provider for themselves or their families and for complying with all applicable laws in connection with any employment relationship they establish.
- UrbanSitter does not provide medical advice, diagnosis or treatment or engage in any conduct that requires a professional license.
- UrbanSitter is a registered service mark of UrbanSitter, Inc. We are providing you with logos in the ad media section of your affiliate account which you can use on your site. We’ll be providing you with text links and banner ads that we ask you not to edit.
- Safety of our members is important to us and that's why we offer tools and resources to help families make safer and more informed hiring decisions.
- Every caregiver available on UrbanSitter has passed a third-party background check, and their profile has been reviewed by the UrbanSitter Trust and Safety Team. However, please avoid language about UrbanSitter “vetting” caregivers as we cannot verify the truth or accuracy of each piece of information members post in their profiles, in job postings or in other areas of the site.
- Feel free to refer to our Trust & Safety page for details: http://www.urbansitter.com/trust.