Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject or accept your application at our sole discretion. If you are accepted, you may wish to place approved marketing material and links on your website referring to your approved reseller status of WorkCenter CRM Software. Your website must be approved as suitable for the program. Your website would be considered unsuitable for the Program if the site contained any of the following aspects:
- promotes sexually explicit materials
- promotes violence
- promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- promotes illegal activities
- otherwise violates intellectual property rights
- sites deemed unsuitable for any reason, not limited to the above, by the management of vForms
By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program in the future. You should also note that if we accept your application and you and/or your site is thereafter determined, at our sole discretion, to be unsuitable for the Program, we may terminate this Agreement.
Links on Your Site
Once you have been notified that you have been accepted into the Program, you may provide on your site one or more of the following types of links to our site:
Product Link: You may link your site to our WorkCenter CRM Software product.
General Link to vForms Home Page: You may provide a general link on your site to our home page at http://www.vForms.com.
Customized Page Link: You may provide a link on your site that will link to a specific custom website page referring to your authorized reseller of WorkCenter CRM software from vForms. vForms and Affiliate will work together to design this specific custom site.
You acknowledge and agree that you will:(a) use any data, images, text, or other information obtained by you from us or our site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (b) not modify or alter any Content that consists of a graphic image, other than to resize it; (c) not edit any Content that consists of text, other than to shorten its length; (d) not sell, redistribute, sublicense or transfer any Content; (e) not use any Content in a manner intended to send sales to any site other than the vForms.com site; and (f) promptly delete any Content that is no longer displayed on the vForms.com site or that we notify you is no longer available for your use.
Referral Qualifying Products
Qualifying Products for the term of this Agreement are:
WorkCenter CRM Software Referral Fee: 15% of retail sales ($US) excluding any state or federal sales taxes
Referral Fee Payment
We will pay you referral fees on a monthly basis. Approximately 30 days following the end of each calendar month, we will send you a check for the referral fees earned. Referral fees are earned only when the software purchasers have entered their information on the Affiliates vForms special website and have made payment for this software to vForms through your assigned in-house vForms national sales executive.
Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of vForms. Accordingly, all vForms rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.
Identifying Yourself as an Affiliate Partner
We will make available to you a personalized and customized website address that identifies you as an authorized Program participant. We may modify the text, graphic image and content of this website at our discretion. You may not in any manner misrepresent or embellish the relationship between our two entities, or express or imply any relationship or affiliation between us or any other person or entity except as expressly permitted by this Agreement.
We grant you a nonexclusive, revocable right to use the website, graphic image and content described in this document and such other text or images for which we grant express permission, solely for the purpose of identifying you and your site as a Program participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your personal or business website (“your site”) and for all materials that appear on your personal or business website. For example, you will be solely responsible for:
- the technical operation of your site and all related equipment
- creating and posting Product descriptions on your site and linking those descriptions to the appropriate pages
- the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)
- ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
- ensuring that materials posted on your site are not libelous or otherwise illegal
We disclaim all liability for these matters. Further, you indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all vForms trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. If you are a Referral Affiliate, you are eligible to earn referral fees only on our sales of WorkCenter CRM software that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify the referral fee rate and the wholesale purchase discount rate by giving Affiliate written notice 30 days prior to the changes taking effect. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR WRITTEN 30 DAY NOTICE OF CHANGE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Relationship of Parties
You are independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will 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.
During the term of this agreement and for twelve (12) months following the termination of this agreement, Affiliate will not employ or attempt to cause any employee of vForms to leave such employment without the express written consent of vForms. If vForms grants Affiliate the right to employ or recruit for employment any employee of vForms, Affiliate will pay vForms the amount of the employee’s last twelve months compensation as a placement fee.
Limitation of Liability
We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or the WorkCenter CRM software sold through the Program, including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME, DIRECTLY OR INDIRECTLY SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Any dispute relating in any way to this Agreement, including any actual or alleged breach hereof, any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in King County, Washington, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Washington and you consent to non-exclusive jurisdiction and venue in such courts or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and/or assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
This Agreement may be amended only by an instrument in writing signed by vForms and you.
This Agreement shall be binding upon the parties and their respective successors and/or assigns. vForms may, without the Affiliate’s consent, transfer or assign any of its rights and obligations under this Agreement to any corporation or other entity which, directly or indirectly, controls or is controlled by vForms or is under common control with vForms or to any corporation or other entity succeeding to all or a substantial portion of vForms business and assets, provided that vForms shall not be released from any of its obligations under this Agreement, and provided further that any such transferee or assignee agrees in writing to assume all the obligations of vForms hereunder. Except as provided above, neither vForms nor you may, without the other’s prior written consent, transfer or assign any of its or Affiliate’s rights or obligations under this Agreement, and any such transfer or assignment or attempt thereat without such consent shall be void.
Either party may terminate this Agreement by written notice to the other party. Affiliate agrees to cooperate with vForms to facilitate a smooth transition upon termination.