Terms and Conditions:
Sidetick LLC. AFFILIATE ADVERTISING
Last Updated: March 15, 2013
THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN YOU AND Sidetick LLC. ("Sidetick LLC"). BY ENROLLING IN THE Sidetick LLC AFFILIATE ADVERTISING PROGRAM, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY SUCH CONTSTITUENT TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you when you join, or attempt to join, the Sidetick LLC affiliate advertising program (the "Program"). The purpose of this Agreement is to allow for the linking between your website and Sidetick LLC's website(s). As used in this Agreement: "we," "us" and "our" means Sidetick LLC; "Distributor" means an individual and/or legal entity approved to distribute Creatives, as defined hereinbelow, as well as the respective shareholders, directors, officers, executives, members, employees, affiliates, agents and/or representatives of the individual or legal entity; "you" means the applicant and/or Distributor; "Site" means a World Wide Web site and, depending on the context, refers either to Sidetick LLC's Site or the Site that you will link to our Site; "Click" means a method that takes the Internet user, as determined by the IP address, from an authorized linked banner or text link from your Site to our Site; and "Sign Up" means an Internet user that has accessed an authorized link from your Site to our Site and successfully subscribed to (filled out correctly and accepted the terms and conditions of) one of Sidetick LLC's advertising campaigns available by and through the Program (each, an "Advertising Campaign"). The Use of the domain "Www.jmbmarketinggroup.com" and "jmbmg.com" are for legacy purposes, both domains are owned and controlled by Sidetick, LLC. Any documentation that may mention "JMB Marketing Group" is again legacy and in fact is a reference to Sidetick, LLC or subsidiaries, usage of any "JMB" related domains as part of Sidetick, LLC.
2. Term of Agreement.
This Agreement will begin upon your receipt of an Sidetick LLC generated account number following our acceptance of your Distributor application and will end when terminated by either party. Sidetick LLC reserves the right to reject any application for any reason, or no reason, whatsoever. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written or e-mail notice of termination. Upon termination of this Agreement by either party, you shall immediately cease your use of all Creatives and halt offering access to any and all Sidetick LLC Advertising Campaigns. This agreement supersedes all future agreements including insertion orders or any other agreement.
You will be responsible for the content, style and placement of the hyperlinks and associated banners, buttons, graphics, text links, e-mails, e-newsletters, e-zines and the like (collectively, "Creatives") available for use by Distributors. Sidetick LLC either creates or modifies Creatives on behalf of Sidetick LLC's advertising clients for use in Advertising Campaign(s). Unless otherwise provided for herein, you may not alter, edit, modify and/or otherwise change Creatives. ALTERING OR IN ANY OTHER WAY EMPLOYING UNAUTHORIZED ADVERTISING TECHNIQUES, SUCH AS USING A BANNER OR TEXT LINK FOR PURPOSES OF E-MAILING, IS STRICTLY PROHIBITED AND WILL RESULT IN YOUR IMMEDIATE TERMINATION FROM THE PROGRAM WITHOUT COMPENSATION. At our Site, Distributors may access a complete menu of Program Creative options (hereinafter, the "Farm") to choose from. If you would like to modify or use other Creatives not appearing at the Farm, you must obtain our prior written or e-mail authorization to do so. However, you may add or delete approved Creatives from your Site at any time without our approval. New Creatives will be posted to the Farm from time to time. It is your responsibility to ensure that you employ the most recent version of any Creatives. Notwithstanding anything contained herein to the contrary, all right, title and interest including, without limitation, all trademarks and copyrights, in any and all Creatives shall remain solely with Sidetick LLC. For each Creative, you will receive no rights other than the limited, non-exclusive, non-transferable and revocable license to use the Creatives at your Site and/or in e-mail campaigns pursuant to this Agreement.
4. License Grant.
As a Distributor, you are granted a limited, non-exclusive, non-transferable and revocable license to access and use the Program, Creatives, Advertising Campaigns, Farm and our Site in accordance with the terms of this Agreement. Sidetick LLC may terminate this license, and the Agreement, at any time for any reason, in our sole discretion. You may access our Site on one computer for your own use. Unless otherwise provided for herein, no part of the Program, any Advertising Campaign and/or our Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer and/or transfer the Program, Creatives, Advertising Campaigns, the Farm and/or our Site, or any portion thereof. Sidetick LLC reserves any and all rights not explicitly granted in this Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Program, Advertising Campaigns and/or our Site. You may not take any action that imposes an unreasonable or disproportionately large load on Sidetick LLC's infrastructure.
5. Proprietary Rights.
All rights, title and interest in and to any and all customers, and their associated data including, but not limited to, associated names, addresses, URLs, financial profiles and any and all other information submitted to Sidetick LLC, shall be owned exclusively by Sidetick LLC. The terms of this Section 5 shall survive any termination of this Agreement.
6. Site/Affiliate Responsibility.
You will be solely responsible for developing, operating and maintaining your Site, as well as for all materials that appear on your Site. Further, you agree to indemnify, defend and hold us harmless from and against any and all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and content of your Site. In addition, you agree that you have no right, title or interest in or to the Creatives, even to the extent that we permit you to create and/or modify any Creatives. You also agree not to apply for any type of trademark and/or copyright registration for any of the Creatives (or any Creatives similar there to) anywhere around the world. As part of your Site responsibility, you agree that you will not engage, participate or become involved in any action that could be construed as tarnishing and/or damaging to the reputation of Sidetick LLC and/or Sidetick LLC's advertising client(s). Furthermore, you agree that your Site information including, but not limited to, name(s), URL, traffic counts, etc., may be used by Sidetick LLC for any purpose whatsoever. You are responsible for any and all of your sub-affiliates, and their associated actions or inactions, with respect to their working with you in connection with this Program. In accordance with this obligation, you represent and warrant that all of your sub-affiliates will be apprised of the Sidetick LLC Anti-Spam Policy and that they shall agree to comply with same at all times when assisting you as a Program Affiliate. Sidetick LLC will attempt to target any penalties
for violation of the Sidetick LLC Anti-Spam Policy or any other provision of this Agreement directly against the applicable offending sub-affiliate. You agree that you will contact any such sub-affiliate immediately once a violation has been identified by Sidetick LLC, and you will be responsible for and will take appropriate measures to immediately remedy such violation by the offending sub-affiliate and/or, if requested by Sidetick LLC, to immediately terminate the offending sub-affiliate from working with you in connection with the Program. In the event that you fail to remedy any violation by a sub-affiliate to the satisfaction of Sidetick LLC, Sidetick LLC may,
in its sole discretion, proceed against you with respect to the violation and/or terminate this Agreement. Further, you agree to
indemnify, defend and hold Sidetick LLC harmless from and against any and all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the actions or inactions of your sub-affiliates.
7. Site Type and Content.
Sidetick LLC, in its sole discretion, reserves the right not to accept into the Program, and/or to subsequently reject, any websites that contain any controversial or unacceptable content including, but not limited to, adult websites that promote pornography or sexual material of any kind. Should Sidetick LLC determine, in its sole discretion, that you are in violation of this Section 7, Sidetick LLC shall have the right to immediately terminate this Agreement and cease all payments otherwise due to you under this
Agreement. Such termination, or waiver thereof, shall in no way constitute a waiver of any other Section of this Agreement.
8. Payments and Reporting. Sidetick LLC shall compensate you in the amounts, at the times and under the terms and conditions set forth in the payment schedule associated with each Creative ("Payments"). Payments are not payable until Sidetick LLC receives the associated payment from its applicable client(s). Sidetick LLC shall remit any Payments due and owing to you thirty (30) days following the receipt of invoice in which corresponding funds are received by Sidetick LLC from its client(s) (the "Pay Period"). Notwithstanding anything contained herein to the contrary, Sidetick LLC shall not be obligated to make any Payment to you unless and until the aggregate amount of Payments due to you equals or exceeds one hundred dollars ($100.00). Any earned but unpaid Payments shall carry over to the next Pay Period. Sidetick LLC's reporting and statistics shall be the basis for billing and related Payments. Reports and statistics shall be finalized and available no earlier than twenty (20) days following the close of any Pay Period.
9. Spamming and Falsification.
Should Sidetick LLC, in its sole discretion, determine that you are guilty of
"SPAMMING" (any form of e-mailing in violation of the CAN-SPAM Act of
2003, as amended from time to time ("CAN-SPAM") and/or other applicable
law, rule or regulation), providing false account information, falsely
increasing your number of Clicks, violating CAN-SPAM and/or acting or
attempting to act in any false, misleading or illegal manner, Sidetick LLC shall
have the right to immediately terminate this Agreement and cease all
payments otherwise due to you under this Agreement. Such termination,
or waiver thereof, shall in no way constitute a waiver of any other
Section of this Agreement.
10. Sidetick LLC Anti-Spam Policy. In order to qualify to become an Sidetick LLC
Distributor, applicants must submit a valid "Abuse Email Address." For
purposes of these Terms & Conditions, "Abuse Email Address" shall
be defined as a designated Distributor email address to which Sidetick LLC may
forward any and all Distributor account-related quality control and/or
spam related issues. By submitting your Distributor "signup" form, you
have expressly agreed to all of these Terms & Conditions, as well
as all applicable state and federal laws governing the transmission and
content of commercial emails including, but not limited to, the CAN
SPAM Act of 2003. The Sidetick LLC anti-spam policy is set forth in detail
SPAMMING IS NOT PERMITTED IN ANY MANNER WHATSOEVER BY DISTRIBUTORS. If
you spam, your link to the respective Sidetick LLC Advertising Campaign(s) will
be immediately disabled. In order to prevent unauthorized e-mail
practices, Sidetick LLC has instituted this Anti-Spam Policy that sets forth the
minimum standards that Sidetick LLC requires its Distributors to adhere to in
light of current laws, rules and regulations governing the transmission
of e-mail and industry best practices. In the event that any state or
federal law, rule or regulation governing the sending of e-mail
communications is enacted or amended after the effective date of this
Agreement, setting forth standards more restrictive than those set
forth herein, the more restrictive standards contained in such enacted
or amended law, rule or regulation shall apply to all Distributors in
the Program. Notwithstanding anything contained herein to the contrary,
e-mail transmitted pursuant to this Agreement MUST be addressed to
"permission" or "opt-in" based e-mail addresses. Furthermore, every
e-mail must meet the standards set forth in subsections (a) to (j)
hereinbelow to prevent
your account from being disabled for SPAM-related violations. (a)
Distributor shall send e-mail pursuant to this Agreement solely to
recipients that have actively opted-in to receive such e-mail. (b)
Distributor shall not transmit e-mail to any e-mail address appearing
on its own suppression list or the suppression list of Sidetick LLC. Distributor
is responsible for updating its own suppression list, on a daily basis,
with e-mail addresses that appear on the regularly updated Sidetick LLC
suppression list. Distributor agrees to hold the Sidetick LLC suppression list
in trust and confidence and agrees that same shall be used for the sole
purpose of removing any e-mail addresses contained therein from the
applicable Distributor-owned and/or controlled mailing lists or to
otherwise act to suppress from the receipt of future commercial e-mail
messages such constituent e-mail addresses. (c) Distributor shall
ensure that each e-mail includes: (i) Distributor's true and correct
sender e-mail address and associated transmission/routing information;
(ii) clear and conspicuous opt-out instructions in the body of the
e-mail and, if required by applicable law, in the first line of the
text; (iii) a toll-free telephone number or a valid and functional
e-mail address to which a recipient may manually send complaints and/or
contact for purposes of opting-out from receiving future e-mail
transmissions; (iv) accurate information regarding how the recipient
opted-in to receive e-mail messages; (v) Distributor's valid physical
address; and (vi) any identifier and/or disclaimer Sidetick LLC requires.
Distributor shall not, without Sidetick LLC's prior written approval, include
any redirect hyperlinks and/or frames in any e-mail. Without limiting
the foregoing, in no event may Distributor forge e-mail header
information and/or otherwise engage in false or misleading conduct. (d)
Distributor shall: (i) make adequate disclosures, as required by law,
to those individuals on its e-mail list(s) regarding its privacy and
security policies; (ii) respond to all complaints within one (1)
business day after Distributor becomes aware of the complaint; (iii)
provide Sidetick LLC with a copy of every complaint, immediately upon
Distributor's receipt thereof; (iv) implement any corrective action Sidetick LLC
may specify and require; and (v) comply with any legal and/or other
requirement that Sidetick LLC may reasonably request. (e) Distributor must
provide in the body of every e-mail a simple, automated procedure for
the recipient to opt-out from receiving subsequent e-mail
transmissions. Distributor must immediately cease transmitting
subsequent e-mails to any e-mail address for which Distributor receives
an unsubscribe request (this process may take no longer than five (5)
to effectuate). (f) Distributor must additionally provide a manual
opt-out procedure (e.g., an e-mail address to which a message may be
sent to opt-out from the receipt of future mailings) for those
recipients that wish to terminate their subscription(s), but are unable
or unwilling to follow the standard, automated procedures. (g)
Distributor must ensure that they employ proper list management
procedures, such as the pruning of invalid and/or undeliverable e-mail
addresses. (h) Distributor must take adequate steps to ensure that
their e-mail lists are not used for: (i) abusive purposes, such as
transmitting malicious e-mails and/or chain letters; and (ii) violating
the Children's Online Privacy Protection Act ("COPPA"). (i) Distributor
must not initiate the transmission of e-mail to an e-mail address
appearing in its, or any other party's, suppression list. (j)
Distributor shall not use any suppression list(s) for purposes of
e-mail appending in any manner, whatsoever. (k) Distributor shall
examine the terms and conditions under which third-party e-mail lists
were originally compiled to ensure that all recipients appearing
therein have in fact opted-in to the type of e-mail Distributor intends
to transmit. Distributor shall ensure that all third-party lists used
by, or on behalf of, Distributor were collected by the third-party
source in accordance with the same standards contained in this Sidetick LLC
Anti-Spam Policy. Distributor must create a new e-mail list whenever
Distributor intends to substantially change the subject matter or
frequency of e-mail messages. Although notification about a new e-mail
subscription list may be appropriate as to recipients on an existing
e-mail subscription list, such e-mail list subscribers should never be
automatically subscribed to a new e-mail list. For example, if Company
A acquires Company B, and Company B has compiled opt-in mailing lists,
Company A should not automatically incorporate Company B's mailing
lists into its own mailing lists. (l) Affiliate further agrees and
acknowledges that: a) it has downloaded and removed the domains located
on the FCC's wireless domain names list
(http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from any and
all current data used in Sidetick LLC mailings; and b) any and all new data that
it acquires, regardless of its source, will be run and/or scrubbed
against the FCC's wireless domain names list and that the domain names
contained therein will be removed before sending any Sidetick LLC mailings. 11.
An Internet user that Clicks on our Creatives and submits information
through any of the Sidetick LLC advertising campaigns shall be deemed to be the
customer of Sidetick LLC. As such, all Sidetick LLC rules, policies and procedures
concerning such customers shall apply, including any and all changes to
our rules, policies and procedures. 12. Idle Accounts.
Should your Distributor account remain idle for four (4) consecutive
Pay Periods, as defined hereinbelow, Sidetick LLC may close your account after
first sending notice to your last known e-mail address 13.
Representations and Warranties.
You represent and warrant to us that: (a) the information that you
supplied when enrolling in the Program is true and correct; and (b) to
the extent that you are a legal entity, that you are duly incorporated
or organized, validly existing and in good standing, duly qualified and
licensed to do business, able to carry out your obligations under this
Agreement and that the execution, performance and delivery of this
Agreement does not violate any existing agreement to which you are a
party, or by which you are bound.
You shall indemnify, defend and hold us and our members, directors,
officers, executives, employees, shareholders, agents, sub-contractors,
representatives, affiliated companies and advertising clients (each, a
"Covered Party") harmless from and against any and all claims, actions,
suits, damages, injuries, losses, deficiencies, liabilities,
obligations, commitments, causes of action, costs or expenses of any
kind or nature (including reasonable legal fees and other expenses
incurred in investigating and defending against same, and associated
interest) incurred by such Covered Party resulting from any breach of
the representations, warranties, covenants, agreements and obligations
assumed by you hereunder and any gross negligence or willful misconduct
engaged in by you or your members, partners, officers, employees,
agents, subsidiaries, parents and/or affiliates in connection with your
operation under this Agreement. Furthermore, you shall notify us of any
legal claim, demand, right or cause of action asserted, instituted or
threatened against us that arises from or in connection with this
Agreement, whether or not you are obligated to indemnify us for such
claim as provided for hereunder. The terms of this Section 14 shall
survive the termination of this Agreement. 15. Disclaimers. Sidetick LLC
PROVIDES THE PROGRAM, ADVERTISTING CAMPAIGNS, CREATIVES, FARM AND OUR
SITE ON AN "AS IS AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS
OR IMPLIED, ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL
PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE PROGRAM,
ADVERTISING CAMPAIGNS, CREATIVES, FARM AND OUR SITE MAY CONTAIN BUGS,
ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. 16. Limitation of Liability.
Sidetick LLC, AND EACH COVERED PARTY (AS DEFINED IN SECTION 14 HEREINABOVE),
HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY WHATSOEVER FOR YOUR USE
OF, OR INABILITY TO USE, THE PROGRAM, ADVERTISING CAMPAIGNS, CREATIVES,
FARM AND/OR OUR SITE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF,
Sidetick LLC AND EACH COVERED PARTY, IS NOT LIABLE TO YOU OR TO ANY THIRD PARTY
FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR
THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY,
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET
FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN
BETWEEN YOU AND Sidetick LLC. THE PROGRAM, ADVERTISING CAMPAIGNS, CREATIVES,
FARM AND OUR SITE, AND ANY INFORMATION CONTAINED THEREIN, WOULD NOT BE
PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Sidetick LLC THROUGH ANY OTHER
MEANS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT
EXPRESSLY CONTAINED WITHIN THIS AGREEMENT.
As used herein, "Confidential Information" shall mean: (a) Sidetick LLC's
proprietary information; (b) information marked or designated by Sidetick LLC as
confidential; (c) information otherwise disclosed in a manner
consistent with its confidential nature; and (d) information of Sidetick LLC
conveyed to Distributor, whether or not in written form and whether or
not designated as confidential, that is known, or should reasonably be
known, by Distributor to be treated as confidential. Distributor
acknowledges that, as a result of this Agreement and its participation
in the Program, Sidetick LLC may disclose Confidential Information to
Distributor. Distributor agrees to hold Confidential Information in
trust and confidence and agrees that same shall be used solely for
purposes set forth in this Agreement and not disclosed and/or
transferred to any third party for any reason, whatsoever, without
Sidetick LLC's prior written authorization. In particular, but not as a
limitation thereof, Distributor explicitly agrees not to share
Confidential Information with Sidetick LLC's competitors. Moreover, Distributor
hereby represents and warrants that it is not a competitor of Sidetick LLC.
Additionally, Distributor will restrict disclosure of Confidential
Information to its employee(s), authorized agent(s) and independent
contractors to whom disclosure is absolutely required, and ensure that
such employee(s), authorized agent(s) and/or independent contractor(s)
will use reasonable care, but not less care than they use with respect
to their own information of like character, to prevent disclosure of
any Confidential Information. Nothing contained in this Agreement shall
be construed as granting or conferring rights by license or otherwise
in any Confidential Information disclosed under this Agreement. This
Section 17 shall survive any termination of this Agreement for a period
of three (3) years thereafter. Distributor agrees that monetary damages
for breach of confidentiality under this Section 17 may not be adequate
and that Sidetick LLC shall be further entitled to injunctive relief. 18.
As a Distributor in our Program, you hereby agree that neither you, nor
your respective members, shareholders, directors, officers, employees,
affiliates, agents, representatives, successors and assigns, without
limitation, will circumvent, or attempt to circumvent, Sidetick LLC with respect
to entering into any business transaction or communicating or marketing
or making any contact with any third party that provides products
and/or services for any of the Advertising Campaigns offered and/or
marketed by Sidetick LLC during the period that you are a Distributor, and for a
period of at least two (2) years from the time that this Agreement is
terminated, without first obtaining the prior written consent of Sidetick LLC.
19. Legal Warning.
Any attempt by any individual, whether or not a Distributor, to damage,
destroy, tamper with, vandalize and/or otherwise interfere with the
operation of this our Site and/or
Program, is a violation of criminal and civil law and Sidetick LLC will
diligently pursue any and all remedies in this regard against any
offending individual or entity to the fullest extent permissible by law
and in equity.
You shall not in any way publish or distribute any written material
that refers to Sidetick LLC without first submitting such material to Sidetick LLC for
written approval, which shall not be unreasonably withheld. Further,
you agree to give Sidetick LLC a non-exclusive license to use your name(s),
URL(s), titles, logos, etc. to advertise, market, promote and/or
publicize in any manner our rights hereunder; provided, however, that
we shall not be required to do so. 21. Equipment.
You shall be solely responsible for obtaining and maintaining all
telephone and computer hardware, and any and all other equipment needed
for access to, and use of, the Program, and any and all charges related
thereto. 22. Force Majeure.
You agree that Sidetick LLC will not be liable for, or be considered to be in
breach of this Agreement on account of, Sidetick LLC's delay or failure to
perform as required by this Agreement as a result of any causes or
conditions that are beyond Sidetick LLC's reasonable control and that Sidetick LLC is
unable to overcome through the exercise of commercially reasonable
diligence (a "Force Majeure Event"). If any such Force Majeure Event
occurs including, without limitation, acts of God, fire explosion,
vandalism, storm or other natural occurrences, national emergencies,
insurrections, riots, wars, strikes, lockouts, work stoppages or other
such labor difficulties, or any act or omission of any other person or
entity, Sidetick LLC will give you notice and will use commercially reasonable
efforts to minimize the impact of such event. 23. Arbitration and
Choice of Law.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Georgia without giving effect to its
conflict of laws provisions. Should a dispute arise concerning the
terms and conditions of this Agreement, or the breach of same by any
party hereto, the parties agree to submit their dispute for resolution
by arbitration before the American Arbitration Association in Atlanta,
Georgia, in accordance with the then current Commercial Arbitration
rules of the American Arbitration Association. Any award rendered shall
be final and conclusive to the parties and a judgment thereon may be
entered in any court of competent jurisdiction. Nothing in this Section
23 shall be construed to preclude any party from seeking injunctive
relief in order to protect its rights pending arbitration. 24.
Relationship of the Parties.
It is understood and agreed that you and Sidetick LLC are independent
contractors, and nothing contained herein shall be construed or deemed
to make us partners or joint venturers, nor shall either of us, or any
of our respective agents and/or employees, be construed or deemed to be
an agent and/or employee of the other. You have no authority to make or
accept any offers or representations on our behalf. You will not make
any statement, whether on your Site or otherwise, that reasonably would
contradict anything in this Section 24. 25. Entire Agreement.
This agreement constitutes the entire agreement between us as to the subject
matter hereof and supersedes all prior or contemporaneous written or
oral agreements or representations between the parties. The invalidity,
illegality or non-enforceability of any provision of this Agreement
shall not affect the validity, legality or enforceability of any other
provisions of this Agreement, all of which shall remain in full force
and effect. No failure or delay by us to exercise, and no course of
dealing with respect to, any of our rights regarding your obligations
under this Agreement shall operate as a waiver thereof. Any single or
partial exercise by us of any of our rights shall not preclude us from
any other or further exercise of any such right or the exercise of any
other right. Any single or partial waiver by us of any of your
obligations under this Agreement shall constitute a waiver of such
obligation only as specified in such waiver and shall not constitute a
waiver of any other of your obligations. If any part of this Agreement
is found invalid or unenforceable, the Agreement will be enforced to
the maximum extent permitted by law, and all other parts of this
Agreement will remain in full force and effect. 26. Modifications.
Sidetick LLC reserves the right to modify any and all of the terms and
conditions of this Agreement, at any time and in our sole discretion,
by posting a change, notice or a new agreement on our Site.
Modifications may include, but will not necessarily be limited to,
changes in the scope of referral fees, fee schedules, payment
procedures and/or Program rules. Your continued participation in the
Program three (3) days following the posting of a notice of any changes
on our Site to this Agreement will constitute the binding acceptance by
you of any such changes and/or modifications. 27. Assignment.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and each of their respective successors, permitted
assigns and legal representatives, including the purchaser of the stock
or assets of either party hereto. Nothing in this Agreement is intended
to confer any rights or remedies on any person or entity that is not a
party to this Agreement. Except as contained herein, neither this
Agreement, nor any obligation arising hereunder, may be assigned,
transferred, or delegated, voluntarily or by operation of law, by you,
without the prior written consent of Sidetick LLC. 28. Captions.
Each caption of this Agreement shall be used as a heading only and
shall in no way be construed to limit the meaning and/or interpretation
of each Section of this Agreement with regard to its function, use
and/or understanding. 29. Review and Acceptance.
You acknowledge that you have read this Agreement and agree to all of
its terms and conditions. You also understand and agree that this
Agreement is not exclusive to you, that we may operate multiple Sites
and affiliate programs that may be different from, and compete directly
with, this Program. Further, you agree that you are relying solely on
this Agreement in making your decision to enroll in the Program and
that you are not relying on any representation, guarantee or statement
other than those contained in this Agreement.