Operating Agreement
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the USAbox.com Associates Program (the "Program"). As used in this Agreement, "we" means USABOX INC, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to USAbox.com's site located at the URL usabox.com, or to the site that you will link to our site (and which you will identify in your Program application).
1. Enrollment in the Program
To begin the enrollment process you must have an active account with USAbox in good
standing and 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 your application if we determine (at our sole discretion) that your site is
unsuitable for the Program. Unsuitable sites include those that:
- Promote sexually explicit materials
- Promote violence
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promote illegal activities
- Include "usabox"; or variations or misspellings thereof in their domain names
- Otherwise violate intellectual property rights
If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
2. Links on Your Site
Once you have been notified that your site has been accepted into the Program, you may
provide on your site the following link to our site:
- General link to USAbox.com home page: You may provide a general link on your site to our home page at http://www.usabox.com.
We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will only earn referral fees with respect to activity on our site occurring directly through Special Links: we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement.
3. Account Processing
We will process account subscriptions placed by customers who follow special links from
your site to our site. We reserve the right to reject accounts that do not comply with any
requirements that we periodically may establish. We will be responsible for all aspects of
account processing and fulfillment. Among other things, we will prepare account forms;
process payments, cancellations; and handle customer service. We will track accounts
opened by customers who used the special links from your site to our site and will make
available to you reports summarizing this sales activity. The form, content, and frequency
of the reports may vary from time to time at our discretion.
4. Referral Fees
We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain
accounts opened by third parties. For an account to be eligible to earn a referral fee,
the customer must follow a Special Link from your site to our site, open an account,
accept the service agreement, and remit full payment to us.
You may not open accounts during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes accounts for customers or on behalf of customers or accounts to be used by you or your friends, relatives or associates in any manner. Such accounts may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Plans that are eligible to earn referral fees under the rules set forth above are referred to as "Qualifying Plans."
In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site); or (b) post any Special Links on any Web site or other platform that is accessible through any Internet Access Appliance. If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, or posted Special Links on any such Web site or platform, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
5. Referral Fee Schedule
- Revenue Share Fee. USABOX will pay to you an amount equal to five percent (5%) of USABOX's Gross Revenue generated from users coming to USABOX Site from your site; provided, however, that such payment obligation shall only remain in effect with respect to each user coming from your site for six (6) months from USABOX's acquisition of such user; provided, further, that such payment obligation shall remain in effect notwithstanding the termination of this agreement.
6. Referral Fee Payment
We will pay you referral fees on a quarterly basis. Approximately 30 days following the
end of each calendar quarter, we will send you a check to your USAbox address for the
referral fees earned on our sales of Qualifying Accounts that were opened during that
quarter, less any taxes that we are required by law to withhold. However, if the referral
fees payable to you for any calendar quarter are less than $100.00, we will hold those
referral fees until the total amount due is at least $100.00 or (if earlier) until this
Agreement is terminated. If an account that generated a referral fee is canceled or
disputed by the customer, we will deduct the corresponding referral fee from your next
quarterly payment. If there is no subsequent payment, we will send you a bill for the
referral fee.
7. Policies and Pricing
Customers who open accounts through this Program will be deemed to be customers of
USAbox.com. Accordingly, all USAbox.com rules, policies, and operating procedures
concerning customer accounts, customer service, and shipping charges will apply to those
customers. We may change our policies, prices and operating procedures at any time.
8. Identifying Yourself as an Associate
We will make available to you a small graphic image that identifies your site as a Program
participant. You may display this logo or the phrase "Open your USAbox now"
somewhere on your site. We may modify the text or graphic image of this notice from time
to time. In addition, we require you to
include the Special Link on your site to the USAbox.com home page at http://www.usabox.com.
You may not make any press release with respect to this Agreement or your participation in
the Program without our prior written consent, which may be given or withheld in our sole
discretion. Please review our Rules
Regarding Associate Communications and Promotion. In addition, you may not in any
manner misrepresent or embellish the relationship between us and you, or express or imply
any relationship or affiliation between us and you or any other person or entity except as
expressly permitted by this Agreement (including by expressing or implying that USAbox.com
supports, sponsors, endorses or contributes money to any charity or other cause).
9. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described
in Section 8 and such other images for which we grant express permission, solely for the
purpose of identifying 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.
10. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your
site and for all materials that appear on your site. For example, you will be solely
responsible for:
- The technical operation of your site and all related equipment
- Creating and posting links on your site and linking them to USAbox.com
- 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 will 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.
11. 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 you or we 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 USAbox.com 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. You are only eligible to earn referral fees on Qualifying
Accounts occurring during the term, and referral fees earned through
the date of termination will remain payable only if the related accounts are not canceled.
We may withhold your final payment for a reasonable time to ensure that the
correct amount is paid.
12. Modification
We may modify any of the terms and conditions contained in 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, for example, changes in the scope of available referral fees,
referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS
UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED
PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON
OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
You and we are independent contractors, 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.
14. 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.
15. Disclaimers
We make no express or implied warranties or representations with respect to the Program or
any account opened through the Program (including, without limitation, warranties of
fitness, merchantability, noninfringement, 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.
16. Independent Investigation
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.
17.
Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Florida,
without reference to rules governing choice of laws. Any action relating to this Agreement
must be brought in the federal or state courts located in Miami-Dade County, Florida, and
you irrevocably consent to the jurisdiction of such courts. 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
enforceable against the parties and their respective successors and 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.