AFFILIATE PARTNER AGREEMENT
Last Updated: 2/22/2019
PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS, AND REMEDIES AS AN AFFILIATE, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AS WELL AS SPECIFIC PROVISIONS CONCERNING HOW ANY DISPUTES INVOLVING THE AFFILIATE PROGRAM WILL BE RESOLVED.
Introduction
Welcome to the Renegade Legal Affiliate Program (the “Company Affiliate Program”).
This Affiliate Partner Agreement (the “Agreement”), is by and between Renegade Enterprises, LLC (hereafter referred to as “Company”), operated by Renegade Enterprises, LLC located at 3436 Magazine Street, Unit #7112, New Orleans, LA 70115. and you (hereafter referred to as “Affiliate”) (sometimes individually referred to as a “Party” and collectively as “Parties”).
By signing up for and participating in the Company Affiliate Program, you agree to be bound by this Agreement, whether or not you ultimately make any sales and/or commissions as an Affiliate.
This Agreement is subject to change by Renegade Enterprises, LLC at any time. You will be notified of any such changes in writing. All changes will be posted to this URL, and will be effective as of the date of posting, as indicated by the “Last Updated” date at the top of the page.
Your continued participation in the Affiliate Program will constitute your express and binding acceptance of and consent to the any Terms in effect, including all revisions. If you object to anything in this Agreement, you are required to terminate your participation in the Affiliate program by notifying the Company in writing, in accordance with the Notice provisions below.
Electronic Agreement. This Agreement is a legally binding, valid and enforceable electronic contract that contains the Terms governing your use of the Company Affiliate Program. By signing up for and/or using the Company Affiliate Program, you accept this Agreement and consent to the terms, conditions and notices contained or referenced herein. Your consent to these terms is binding in the same way as placing your handwritten signature on a contract printed on paper.
Definitions
“Company Affiliate Program” means the affiliate program managed by or on behalf of Company by which participating persons and businesses place links on their websites and/or in e-mails that connect to the Company’s websites where products are being offered for sale, and for which a commission or referral fee is earned by the Affiliate.
“Company Offer” refers to the products and the Renegade Legal VIP Membership Program sold via the Renegade-Legal.com website, for which Affiliate commissions and referral fees may be earned.
“Qualifying Link” refers to a link from Affiliate’s Email or Site to a Company Offer using any Affiliate URL provided by the Company for use by the Affiliate.
“Linking Materials” include hyperlinks, buttons, banners or other user interface elements used in Affiliate’s Emails or Site in promoting and/or driving traffic to Company Offers.
“Qualifying Product Revenues” refers to revenues derived by Company from Sales made through Affiliate’s Qualifying Links, excluding any chargebacks, taxes, surcharges and processing fees.
“Affiliate URLs” refers to any special URLs provided by the Company for use by the Affiliate Partner to link from Affiliate’s Emails, Site(s) or social media to any Company Offers being promoted by Affiliate pursuant to this Agreement.
“Site” means any website or page, including but not limited to landing pages, blog posts, product pages and the like, where the Affiliate will place Qualifying Links to the Company Site in accordance with this Agreement.
“Company Website” means any website or page owned and/or operated by Company, including but not limited to websites, landing pages, blog posts, and product pages.
Intellectual Property
All content on the Company Website may constitute the intellectual property of Renegade Enterprises, LLC. Except in circumstances expressly authorized in this Agreement or a separate, superseding agreement, no material on the Websites, and no material transmitted as part of our Products or Services, may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted in any way whatsoever without the express, written consent of Renegade Enterprises, LLC.
Copyright. Any and all content on the Websites, as well as content transmitted with and/or as part of our Products or Services or through social media, e-mail and other channels, including any designs, graphics, logos, icons, text, images, audio and video clips, the selection, compilation and arrangement thereof, as well as any and all software and custom code on the Websites is Copyright © 2018, Renegade Enterprises, LLC, ALL RIGHTS RESERVED. The compilation, collection, assembly and arrangement of all content on the Websites is the exclusive property of Renegade Enterprises, LLC and is protected under U.S. and international copyright laws, and unauthorized use, distribution, reproduction, modification, transmission, display, performance, republishing, and any other means of dissemination without our express written consent, is prohibited by law.
Trademarks. Renegade Enterprises, Renegade Legal, renegade-legal.com as well as all page headers, logos, slogans, taglines, product names, and similar brand identifiers are trademarks, trade dresses and service marks of Renegade Enterprises, LLC. As such, any use of these marks in any manner likely to confuse consumers without the express, written consent of Renegade Enterprises, LLC is strictly prohibited. Any trademarks belonging to third parties require the consent of their respective owners prior to use or display.
Nothing in this document, or on the Websites, gives any person the right to copy, reproduce, publish, upload, share, use, register as a domain name, or otherwise display any logo, slogan, tagline, trademark, trade name, service mark, trade dress, copyrighted material, patent, trade secret, or confidential information owned by Renegade Enterprises, LLC or any of its partners, sponsors, parents, subsidiaries, and affiliates.
Ideas and Suggestions. If you mail, e-mail or otherwise transmit any content to us, or post any content to the Websites and/or any site or social media account, page, group, community or other forum or page associated therewith and/or otherwise owned or operated by Renegade Enterprises, LLC, and said content posted by you includes any ideas, suggestions, documents or proposals to Renegade Enterprises, LLC, you acknowledge that a) nothing contained in said content is confidential, b) Renegade Enterprises, LLC has no obligation of confidentiality with respect thereto, and c) Renegade Enterprises, LLC is not liable to pay you any compensation, reimbursement, or other payment unless expressly agreed to by Renegade Enterprises, LLC in a written agreement.
Permission and License. For any content that you transmit to us via mail, e-mail, telephone, or submission to or via the Websites, and/or any other site or social media account, page, group or other forum operated by Renegade Enterprises, LLC, you grant Renegade Enterprises, LLC, a worldwide, non-exclusive, perpetual, royalty-free, irrevocable, sub-licensable and transferable right and license to use, reproduce, display, publicly perform, distribute, share, communicate, copy, modify, delete, publish, edit, adapt, translate, create derivative works from and/or sell such content and/or incorporate such content into any work, form, technology, medium or process, whether now or hereafter known throughout the world, without making any compensation to you. This license shall survive the termination of these Terms of Use and your use of the Websites and/or our Services, and shall include sharing your content, or any part thereof, with third-party brands whose product we sell.
Photographs. You hereby grant Renegade Enterprises, LLC permission to use any and all photographs taken by Renegade Enterprises, LLC or its agents or employees, or submitted by you to us via mail, e-mail, website submission or on an open forum such as a social media platform, group, or other community. Renegade Enterprises, LLC’s use of said photographs may include use in any media (print, television, Internet, radio/podcast or any other form of publication), for any purpose, including marketing, advertising, promotion, or packaging of any product or service sold and/or marketed by Renegade Enterprises, LLC, without paying any royalty, fee, or other monetary compensation to you.
You hereby agree to release, hold harmless and forever discharge Renegade Enterprises, LLC from any and all claims, losses, damages or liabilities that you may suffer as a result of the use of any photographs taken by Renegade Enterprises, LLC or its agents or employees, or submitted by you to us via mail, e-mail, website submission or on an open forum such as a social media platform. You further acknowledge and agree that this release is irrevocable, and is binding upon your heirs and assigns.
Affiliate’s Obligations
Posting of Links. When promoting or driving traffic to Company Offers, Affiliate may only use Qualifying Links provided by the Company in its Emails and Site(s). Affiliate is not restricted in the number of Qualifying Links that it may post.
Using Linking Materials. Where appropriate, Affiliate agrees to use Linking Materials provided or approved by Company to promote or drive traffic to Company Offers. With respect to all Linking Materials used, Affiliate agrees to a) not alter the look or feel of the Linking Materials in any way; b) update to new versions of Linking Materials as Company makes them available; and c) respect Company’s intellectual property rights, including any copyrights, trademarks, service marks and other rights in the Linking Materials.
Warranties. Affiliate represents and warrants that a) Affiliate’s participation in the Affiliate Program constitutes consent to the terms of this Agreement, which constitutes a legal, valid, and binding obligation, enforceable against Affiliate in accordance with its terms; b) Affiliate has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations without the approval or consent of any other party; and c) Affiliate has sufficient right, title, and interest in and to the rights granted to Company in this Agreement.
Affiliate will not make any representations, warranties or other statements concerning Company and/or Company’s Site(s), products or services. Company will not, and is not obligated to, make any representations, warranties or other statements concerning Affiliate, Affiliate’s Site(s), or any of Affiliate’s products, services, or Site policies.
Responsibility for Affiliate’s Site. Affiliate will be solely responsible for the development, operation, updating and continued maintenance of its Site(s) and for all materials that appear on its Site(s). Company hereby disclaims any and all liability for such materials, and Affiliate hereby agrees to release, indemnify and hold Company harmless from and against all claims, damages and expenses (including, without limitation, attorney’s fees) relating to the development, operation, maintenance and content of Affiliate’s Site(s). Affiliate is further responsible for notifying Company of any malfunctioning of any Required URLs and any other problems relating to Affiliate’s participation in the Company Affiliate Program in accordance with the terms of the Offer and this Agreement. Company will respond in normal course to all concerns upon notification.
Company may monitor Affiliate’s Site(s) as Company may feel necessary in order to make sure that it is up-to-date, and to notify Affiliates of any changes that Company deems necessary to enhance Affiliate’s performance or to conform to the requirements of the Company Affiliate Program. Should Affiliate fail to make the requested changes, Company reserves the right to terminate Affiliate’s participation in the Company Affiliate Program.
Compliance With Laws. It is entirely Affiliate’s responsibility to follow all applicable intellectual property and other laws that pertain to Affiliate’s Site(s). Affiliate must have express permission to use any person’s intellectual property, including any and all trademarks and copyrighted content, whether it be a writing, an image, or any other work protected under any applicable intellectual property laws of the United States or any other country. Company will not be responsible (and Affiliate will be solely responsible) for costs, damages, claims and liabilities arising out of Affiliate’s use of another person’s intellectual property in violation of the law or any third party rights.
Confidential Information
Confidentiality. Each party acknowledges that, in connection with this Agreement, it may be furnished with, or given access to, certain confidential and/or proprietary information of the other party, and that, subject to the provisions of his section, such information shall not be disclosed by either party to anyone, and shall not be used by either party for purposes other than those contemplated by this Agreement.
a) Information Subject to Confidentiality. Confidential Information may include, but is not limited to, the following: any Intellectual Property of the other party; any materials, regardless of form, furnished by one party to the other for use, reference, research or development; any information furnished by any party, stamped “confidential,” “proprietary,” or with a similar legend, or any information that any party makes similar reasonable efforts to maintain secret; any business or marketing plans, strategies, customer lists, operating procedures, design formulas, know-how, processes, programs, software, inventories, discoveries, improvements of any kind, sales projections, strategies, pricing information, and other confidential trade secrets, data and knowledge of either party; any information belonging to customers, suppliers, vendors and business partners of either party; any non-public inventions the rights to which have not been assigned to the party receiving the information; any non-public and proprietary technical information belonging to either party, the rights to which have not been assigned to the party receiving the information; and other proprietary information owned by either party, or their affiliates and assigns (collectively “Confidential Information”), which are valuable, special and unique assets of that party.
b) Non-Disclosure. Neither party will disclose or use, either during or after the term of this Agreement, in any manner, directly or indirectly, any such Confidential Information of the other party, for their own benefit. Neither party will use, share, divulge, disclose or communicate in any manner whatsoever any Confidential Information to any third party without the prior written consent of the other party, except to the extent specifically permitted under this Agreement. Both parties will protect all Confidential Information of the other, and will treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
c) Employees and Agents. The Parties further agree to disclose the Confidential Information to their officers, directors, employees, contractors and agents (collectively, the “Agents”) solely on a need-to-know basis and represent that such Agents have signed appropriate non-disclosure agreements and/or that the Party has taken appropriate measures imposing on such Agents a duty to (1) hold any Confidential Information received by such Agents in the strictest confidence, (2) not to disclose such Confidential Information to any third party, and (3) not to use such Confidential Information for the benefit of anyone other than the party to whom it belongs, without the prior express written authorization of the Party disclosing same.
d) Duration. Trade Secrets and registered intellectual property of a party shall be subject to the confidentiality provisions herein for as long as they are legally protected from unauthorized use or disclosure under the intellectual property laws of the United States.
Any and all other Confidential Information shall be subject to the provisions of this section for a period of 3 years from the termination of the Agreement, unless or until 1) Said information becomes known to third parties not under any obligation of confidentiality to the party whose confidential information is at issue (“Disclosing Party”), or becomes publicly known through no fault of the other party to this Agreement (the “Receiving Party”); or 2) Said information was already in the Receiving Party’s possession prior to its disclosure, except in cases where the information has been covered by a preexisting Confidentiality Agreement; or 3) Said information is subsequently disclosed by a third party not under any obligation of confidentiality to the Disclosing Party; or 4) Said information is approved for disclosure by prior written consent of the Disclosing Party; or 5) Said information is required to be disclosed by court order or governmental law or regulation, provided that the Receiving Party gives the Disclosing Party prompt notice of any such requirement and cooperates with the Disclosing Party in attempting to limit such disclosure; or 6) Said information is proven independently developed by the Receiving Party without recourse or access to the information; or 7) Disclosure is required in order for a party to comply with its obligations under this Agreement, provided that prior to disclosure, the Receiving Party gives the Disclosing Party prompt notice of any such requirement and cooperates with the Disclosing Party in attempting to limit such disclosure.
Unauthorized Disclosure of Confidential Information. If either party to this Agreement discloses or threatens to disclose the other party’s Confidential Information to another party or to the Disclosing Party’s detriment or damage, in violation of this Agreement, the party whose information is at issue will suffer irreparable damage and shall be entitled to an award by any court of competent jurisdiction of a temporary restraining order and/or preliminary injunction to restrain the other party from such unauthorized use or disclosure, in whole or in part, of such Confidential Information, without the need to post a bond, and/or from providing services to any party to whom such information has been disclosed or may be disclosed.
The infringing party further agrees to reimburse the Disclosing Party for any loss or expense incurred as a result of the infringement, including but not limited to court costs and reasonable attorney fees incurred by the Disclosing Party in enforcing the provisions of this Agreement, in addition to any other damages which may be proven.
The parties shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
Commissions
Commissions. Affiliate may earn a 25% commission on any Company product sold on the renegade-legal.com website through any Qualifying Link (the “Commission”).
If the same customer visits the Company Site from more than one Qualifying Link, the Affiliate associated with the last Qualifying Link used by the customer will receive the Commission.
Commissions shall only be paid on products and services purchased by consumers while this Agreement is in effect.
Payments will be made within seven days of the end of each month in which Affiliate is eligible for payment. Payments will be made via PayPal in U.S. Dollars. Affiliate is responsible for the payment of all taxes applicable to the Commission.
All amounts payable by Company are subject to offset by any amounts owed by Affiliate to the Company, including commission payments on products that have been charged back by the customer.
Affiliate is responsible to refund to the Company any Commissions earned on any product which has been cancelled or charged back by the customer, within 14 days of receiving notice of such cancellation or 14 days from the date of the final determination in the customer’s favor in a chargeback dispute.
Company reserves the right to alter or change the Commission amount at any time. Affiliate will be notified of all changes in writing.
Record Keeping. Company will maintain records in sufficient detail for the purpose of determining the amount of the commissions payable to Affiliate, and to permit Affiliate to confirm the accuracy of calculations of all payments made pursuant to this Agreement. Such records shall be retained by Company for 3 years following the year in which such payments were made.
Prices. Prices for the Company’s products and services will be set solely by Company in its discretion, and are at all times subject to change as Company sees fit.
Payments. Company uses PayPal to handle, process and track all payments to Affiliate. It is Affiliate’s responsibility to review PayPal’s payment terms and conditions.
Processing and Fulfillment of Customer Orders
Processing and Fulfillment. Company shall have the sole right and obligation relating to processing and fulfillment of orders by Customers for Company products and services sold pursuant to this Agreement.
Customer Agreements. Affiliate acknowledges and agrees that all agreements relating to Customer sales are between Company and the Customer.
Ownership, Licenses and Pay Per Click Search Engine Policy
Ownership of Intellectual Property. Each party owns and retains all right, title and interest in its names, logos, trademarks, service marks, trade dresses, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
Limited License. Company hereby grants Affiliate a limited, revocable, non-exclusive license to use any graphic images and text as may appear in Company’s approved Linking Materials, which Affiliate may use solely for the purpose of creating Qualified Links from Affiliate’s Emails and Site(s) to the Company Site(s) and/or Company Offers pursuant to this Agreement.
Except as expressly set forth in this Agreement, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the intellectual property being licensed herein, nor is Affiliate authorized to sublicense, assign or transfer any such licenses for the use of said intellectual property. Any attempt by Affiliate at such assignment, transfer or sublicensing of Company’s intellectual property shall be null and void.
Company may revoke this license at any time by giving Affiliate written notice.
Use of Intellectual Property and Proprietary Materials. Each party agrees not to use the other’s Intellectual Property and proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light.
Reservation of Rights. Each party reserves all of its respective rights in the Intellectual Property and proprietary materials covered by this license that are not specifically licensed or assigned herein. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Prohibited Acts. As a condition of becoming an Affiliate of Company, Affiliate agrees not undertake or engage in the following practices:
– Use or otherwise incorporate the name of the Company, or any of Company’s products, services, domain names, and/or variations or misspellings thereof, in Affiliate’s Site(s), domain name(s), meta tags of Web pages comprising Affiliate’s Site, or in advertising or searchable keywords where Affiliate’s ad outranks the Company’s;
– Modify or alter the Company Website in any way;
– Make any representations, either express or implied, or create an appearance that a visitor to Affiliate’s Site is visiting Company’s Site, e.g. “framing” the Company Site, without Company’s prior written approval
– “Scrape” or “crawl” the Company Site or any other website owned or operated by Company for content (such as images, logos and text);
– Use unsolicited commercial email (UCE);
– Post to non-commercial newsgroups, groups where commercial postings are not welcomed, and/or cross-post to multiple newsgroups at once;
– Advertise in any way that effectively conceals or misrepresents Affiliate’s identity, domain name, or return email address
– Transmit any interstitials, parasiteware, parasitic marketing, shopping assistance application, toolbar installations and/or add-ons, shopping wallets, or deceptive pop-ups and/or pop-unders to customers or visitors until such customer or visitor has fully exited the Company’s Site (i.e., no page from any Company Site and/or any of Company’s content or branding is visible on the end-user’s screen.
As used herein “parasiteware” and “parasitic marketing” shall mean any application that a) causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer clicking on a qualifying link on a web page or email; b) intercepts searches to redirect traffic through an installed software, causing pop ups and commission tracking cookies to be put in place and/or be overwritten; c) sets commission tracking cookies through the loading of any Company Site in IFrames, hidden links and automatic pop ups that open the Company’s Site; d) targets text on web sites, other than those owned by the application owner, for the purpose of contextual marketing; e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites owned by the owner of the application.
Upon Company’s request, Affiliate shall immediately remove from its Site any Link to the Company Site displayed on a page which the Company, in its sole discretion, deems objectionable.
Any violation of this Section shall be deemed a material breach of this Agreement.
Any pending commission payments owed to Affiliate will NOT be paid if this Agreement is terminated due to spamming or other violation of any federal or state anti-spam, consumer protection, unfair trade practices, or data/privacy security laws.
Pay Per Click Search Engine Placement Policy. Affiliate is not permitted to out bid Company for placement on any search terms or any variation of any trademark owned by Company’s trademark, at any time, in any search engine. These include, but are not limited to:
– Renegade Legal
– DIY Legal
– Contract Templates
In the event that Affiliate violates the policy outlined above, Company may terminate this Agreement effective immediately. In addition, should Affiliate fail to remove any listings in violation of the above policy within 5 calendar days, Company may initiate legal action against Affiliate, and Affiliate shall forfeit all commissions owed by Company at the time of the violation.
Ownership of Leads. Customers that link from Affiliate’s Site(s) or Emails to Company’s Site become customers and leads of Company. Any Company Customer and lead lists, and other Customer information, shall be Company’s trade secret information.
Term and Termination
Term. The rights and obligations created hereunder shall continue in full force and effect until terminated in writing by either party.
Termination. Either party may terminate this Agreement at any time, for any reason, by providing seven days’ written notice of such termination to the other party.
Either party shall be entitled to terminate this Agreement, effective immediately, if the other party materially breaches or violates any terms or conditions of this Agreement.
In addition, Company may terminate this Agreement, effective immediately, if any of the following occurs:
– Company determines, in its sole discretion, that there are technical or operational issues (such as interruptions caused by or shifts in online/Internet technology) that adversely affect the implementation of the Company Affiliate Program;
– Company discovers that Affiliate, or any of its employees, agents, business partners, affiliates, and assigns, committed fraud in their use of the Company Affiliate Program and/or abused the Company Affiliate Program in any way. If such fraud or abuse is detected, Company reserves the right to withhold payment of any and all Affiliate commissions pending an investigation of the suspected fraud or misrepresentation. Affiliate furthermore forfeits any and all commissions should the investigation reveal, or a court of competent jurisdiction find, positive evidence of fraud or abuse.
– Affiliate’s Site(s), Emails and/or any of its promotional materials are determined to be unsuitable to promote Company’s products and/or services. Examples of activities which may render Affiliate’s site unsuitable or unfit to be associated with Company include, but are not limited to: a) promotion of graphic violence; b) promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; c) promoting pornographic or obscene content; d) promoting illegal activities and/or content that is in any way unlawful, harmful, threatening, defamatory, libelous, or harassing; and e) promoting or using bulk unsolicited email (spam).
Cessation of Use. Upon termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from its Site all links to the Company’s Site(s) and/or Offers, along with all Company trademarks, trade dresses, logos, content, and all other materials provided by or on behalf of Company to Affiliate pursuant hereto, or in connection with the Company Affiliate Program.
Revenues. Affiliate is only eligible to earn commissions on Qualifying Product Revenues occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable only if the related Qualifying Products are not canceled, returned or “charged back” by a Customer.
Representations and Warranties
Affiliate’s Representations and Warranties. Affiliate represents and warrants that:
(a) the representative signing this Agreement has the authority to enter into this Agreement and sufficient rights to grant any licenses expressed herein, and
(b) any material displayed on Affiliate’s Site(s) will not: i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; ii) violate any applicable law, statute, ordinance or regulation, including any laws regarding unfair competition, anti-discrimination or false advertising; iii) be defamatory or libelous; iv) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; v) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines or vi) otherwise be unfit or unsuitable for participation in the Company Affiliate Program, per the terms, conditions and requirements outlined in this Agreement.
WARRANTY DISCLAIMER. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, WHETHER WRITTEN OR ORAL EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO ANY GOODS AND/OR SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS THAT ANY COMPANY SITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. COMPANY EXPRESSLY DISCLAIMS THE FOREGOING AND ANY OTHER WARRANTIES WITH RESPECT TO ANY GOODS AND/OR SERVICES, WHICH ARE PROVIDED AS IS, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY GIVEN BY COMPANY.
By signing this Agreement, the Parties acknowledge that neither party owns nor governs the actions of any third party, person, entity, platform, search engine, software, program, or system, and the Parties therefore makes no warranties in connection therewith.
Indemnification
Affiliate agrees to release, indemnify and hold Company harmless against all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Company as a result of the acts or omissions of Affiliate, its agents or its employees, in connection with any negligence on their part, to the extent that such losses or damages were caused by any act, failure to act, error, omission, breach of contract, or negligence of Affiliate, and/or its employees. In all claims for Indemnity under this paragraph, Affiliate’s obligation shall be calculated on a comparative basis of fault and responsibility between the Affiliate, Company, and any other party involved.
Company agrees to release, indemnify and hold Affiliate harmless, to the fullest extent permitted by law, from all claims, losses, expenses, fees including attorney fees, costs and judgments that may be asserted against Affiliate, to the extent that such losses or damages were caused by any act, failure to act, error, omission, breach of contract, or negligence of Company and/or its employees, agents, contractors, subcontractors or representatives, in connection with this Agreement. In all claims for Indemnity under this paragraph, Company’s obligation shall be calculated on a comparative basis of fault and responsibility.
Neither party shall be obligated to indemnify the other in any manner whatsoever for claims, losses, expenses, or damages resulting from the other party’s own negligence.
Mediation & Arbitration
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Dispute Resolution. If a dispute arises under this Agreement, the parties hereby agree to first attempt to resolve said dispute by submitting the matter to a mutually agreed-upon mediator in the State of Louisiana. The parties agree to share any mediation costs and fees, other than their respective attorney fees, equally.
AGREEMENT TO ARBITRATE: Any disputes arising out of or relating to this Affiliate Partner Agreement that are not resolved through mediation shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, and each party hereby consents to any such disputes being so resolved. Judgment on the award so rendered in any such arbitration may be entered in any court having jurisdiction thereof.
However, you agree that this arbitration clause does not apply to the extent that the claim or lawsuit is being initiated by Renegade Enterprises, LLC, based on your violation or threatened violation of Renegade Enterprises, LLC s intellectual property (trademark, copyright, patent or trade secret) rights. In such cases, Renegade Enterprises, LLC may bring a lawsuit for injunctive relief to stop the infringement of its intellectual property rights, as well as for damages and attorney fees, where applicable, without first engaging in arbitration or other informal dispute-resolution process otherwise required by these Terms of Use.
WAIVER OF JURY TRIAL: By electing to resolve all claims and disputes via binding arbitration, THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO APPEAR IN COURT AND HOLD A TRIAL IN FRONT OF A JUDGE OR A JURY. Should any litigation arise between you and Renegade Enterprises, LLC in any court, state or federal, to vacate or enforce an arbitration award or otherwise, YOU AND RENEGADE ENTERPRISES, LLC WAIVE ALL RIGHTS TO A JURY TRIAL, and elect the dispute to be resolved by a judge.
ARBITRATION PROCEEDINGS: Arbitration is a much quicker, cheaper, and more informal process than a lawsuit. In arbitration proceedings, the case is decided by an arbitrator, instead of a judge or a jury. The arbitrator can award the same damages and relief that a court can, and his decision is final and binding. In the United States, arbitration procedures are governed by the Federal Arbitration Act. It is recommended that you familiarize yourself with that legislation, or consult with an attorney, in order to get an idea of how arbitration procedures work.
YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.
General Provisions
No Agency. Notwithstanding any provision hereof, it is understood by both parties that each party to this Agreement is and at all times shall act as an independent contractor, and nothing in this Agreement shall create any agency, employment, partnership, joint venture, franchise, sales representative, or similar relationship between the Parties. Neither party shall bind or attempt to bind the other to any contract or in any respect, and any contracts or transactions entered into in violation of this provision shall be void and unenforceable. Company will not provide fringe benefits of any kind to Affiliate, including health insurance, retirement, paid vacation, or any other employee benefits. As an independent contractor, Affiliate is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any kind applicable to Affiliate’s business.
Choice of Law. This Agreement shall be governed and construed in accordance with the laws of the State of Louisiana, excluding that State’s choice-of-law principles, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Louisiana, excluding that State’s choice-of-law principles.
Choice of Forum. The parties hereby agree that all demands, claims, actions, causes of action, suits, proceedings, including any arbitration, mediation and/or litigation between the parties, to the extent permitted under this Agreement and arising out of same, shall be filed, initiated, and conducted in the State of Louisiana. Unless the provisions of this Agreement exclude litigation as a remedy in a dispute by the Parties, it is hereby agreed that any litigation arising out of this Agreement must be filed and litigated in a state or federal court located in the State of Louisiana. In connection with the foregoing, to the extent that litigation is a permissible method of dispute resolution under this Agreement, each party hereby consents and submits to the exclusive jurisdiction of those courts for purposes of any such proceeding, and waive any claims or defenses of lack of jurisdiction of, or proper venue by, such court.
Attorney Fees. In the event that any arbitration, suit or action is instituted to resolve a dispute pertaining to matters covered under this Agreement, or enforce any provision thereof, the prevailing party in any such dispute or proceeding shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, all reasonable fees and expenses of attorneys and accountants, court costs, and expenses of any appeals.
Notices. All notices and other communications required or permitted under this Agreement shall be in writing, and shall be deemed delivered when personally delivered, sent by e-mail or confirmed fax, or forty-eight hours after being deposited in the United States mail as certified or registered U.S. mail with postage prepaid, addressed to the address of the party to be noticed as set forth on the signature page of this Agreement, or to such other address as such party last provided to the other by written notice confirming to the requirements of this paragraph.
Entire Agreement. This Agreement, together with all attachments, schedules, exhibits and other documents that are incorporated by reference herein, constitute the entire agreement between the parties, represent the final expression of the parties’ intent and agreement relating to the subject matter of this Agreement, contain all the terms and conditions that the parties agreed to relating to the subject matter, and replaces and supersedes all prior discussions, understandings, agreements, negotiations and any and all prior written agreements between the parties. Any subsequent changes to the terms of this Agreement may be amended or waived only with the written consent of both parties, and shall be effective upon being signed by both parties.
Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, void, unenforceable or invalid for any reason under applicable law, the remaining parts of this Agreement shall remain in full force and effect, and shall continue to be valid and enforceable. If a court finds that an unenforceable portion of this Agreement may be made enforceable by limiting such provision, then such provision shall be deemed written, construed and enforced as so limited.
Assignment. Affiliate may not assign this Agreement without the prior written consent of the Company. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
No Waiver. The failure of any party to insist upon strict compliance with any of the terms, covenants, duties, agreements or conditions set forth in this Agreement, or to exercise any right or remedy arising from a breach thereof, shall not be deemed to constitute waiver of any such terms, covenants, duties, agreements or conditions, or any breach thereof.
Equitable Relief. The parties agree that any breach of either party’s obligations under this Agreement, including but not limited to those obligations relating to trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or user data, may result in irreparable injury for which there may be no adequate remedy at law. Therefore, the parties agree that, subject to the limitation of liability provisions of this Agreement, in the event of any breach or threatened breach of a party’s obligations hereunder, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.
Force Majeure. Affiliate acknowledges that Company’s servers, equipment, and services (including but not limited to tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond Company’s reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement. Company will use commercially reasonable efforts to provide the services contemplated under this Agreement and to remedy any temporary interruptions or other problems that adversely affect the Company Affiliate Program.
Survival. All provisions that logically ought to survive termination of this Agreement, including but not limited to applicable Representations, Covenants, Warranties, Limitation of Liability, Indemnity, Choice of Law, Forum Selection, and Confidentiality provisions, shall survive the expiration or termination of this Agreement.
Modifications. Company may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Company’s Affiliate Program Site available at www.renegade-legal.com/afp-terms and giving Affiliate notice of the modification in accordance with the Notices provisions of this Agreement. Modifications may include, for example, changes in commission and fee schedules, payment procedures, and Program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE’S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING COMPANY’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE COMPANY’S WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Responsibility for Binding Agreement. Affiliate acknowledges and agrees that a) Affiliate has read this Agreement and agrees to all of its terms and conditions, and b) that Affiliate has independently evaluated the desirability of participating in the Company Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
Headings Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be used to modify the meaning of the terms and conditions of this Agreement.
Acknowledgement and Consent to be Bound. The parties agree that this Agreement is a valid and binding contract that may be enforced against either party in accordance with the terms, conditions and dispute resolutions set forth above. Affiliate specifically acknowledges and agrees that by signing up for the Company Affiliate Program, it accepts and consents to be bound by the terms and conditions of this Agreement.
Notices. Notices from us to you may be made via e-mail, regular mail, or by posting a notice (or a link thereto) at renegade-legal.com/notices.
Any notice required to be given to Renegade Enterprises, LLC under these Terms or otherwise, must be in writing, and emailed to admin@renegade-legal.com