YouSendIt Co-Marketing Agreement by johnrr2

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									                                      YouSendIt Affiliate Agreement

          This Affiliate Agreement (this “Agreement”) is entered into between YouSendIt, Inc., a Delaware
corporation (“YSI”) and the entity identified on the signature page (the “Affiliate”), effective as of the
date it is signed by both parties (the “Effective Date”).

1. Promotion of YSI Services. During the term of this Agreement, the Affiliate agrees to use
commercially reasonable efforts to promote YSI’s services offered at www.yousendit.com (the “YSI
Services”) to users of the Affiliate’s services. The Affiliate agrees to obtain prior approval of YSI for any
promotion campaign initiated by the Affiliate.

2. Referral Fee for New Subscriptions.

         (a) Registration; Key Code. The Affiliate may implement a procedure for registration of its users
for the YSI Services, or the Affiliate may require that its users register on their own for the YSI Services,
as may be agreed by YSI and the Affiliate. YSI will provide the Affiliate with a unique key code (the
“Key Code”) to be used by persons who register for YSI Services through the Affiliate’s promotional
efforts.

        (b) Fee-Based Services. YSI offers various forms and levels of YSI Services, some of which are
free and some of which require payment of a fee. As used in this Agreement, a “Fee-Based YSI Service”
means a YSI Service for which a recurring subscription fee is charged. It is understood and agreed that
YSI shall be entitled to change its service offerings and fees from time to time in its discretion.

         (c) Referral Fees. Subject to the terms and conditions of this Agreement, YSI will pay the
Affiliate a referral fee of fifteen percent (15%) of the subscription fees received by YSI from persons who
subscribe to a Fee-Based YSI Service during the term of this Agreement using the Affiliate’s Key Code.
YSI will make such payments to the Affiliate on a quarterly basis.

         (d) Increase in Referral Fees. The Affiliate is encouraged to promote YSI’s affiliate referral fee
program to other potential affiliates. If, during the term of this Agreement, YSI enters into agreements
similar to this Agreement with five (5) or more entities who are referred or introduced to YSI by the
Affiliate, then the fifteen percent fee payable to the Affiliate, as provided for in paragraph (c) above, shall
become twenty percent (20%) with respect to subscription fees received thereafter by YSI.

3. Obligations of the Parties. YSI will be responsible for managing and maintaining its web site, for
performing the YSI Services, and for collecting subscription fees from users of the YSI Services. The
Affiliate agrees not to make claims regarding the YSI Services in addition to, or different from, the claims
published by YSI.

4. Trademark License. YSI grants the Affiliate a non-exclusive license to use and reproduce YSI’s
trademarks, service marks, trade names and associated logos (the “Marks”) in connection with the
Affiliate’s efforts to promote the YSI Services. The Affiliate agrees to follow YSI’s trademark usage
guidelines that may be provided to the Affiliate from time to time. YSI shall maintain all ownership of its
Marks and any goodwill that is created from the Affiliate’s use of such Marks.

5. Customer Information. Each party will be entitle to use any registration and other information it
collects during the course of performing this Agreement for any manner, subject to the privacy policy that
applied to such information at the time it was collected.




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6. Termination. This Agreement will continue in effect until it is terminated. Either party may
terminate this Agreement at any time upon notice to the other party. Following termination of this
Agreement, YSI will continue to be obligated to pay referral fees to the Affiliate, per Section 2, with
respect to subscription fees received by YSI during the ninety (90) day period following termination of
this Agreement.

7. Disclaimer of Warranties; Limitation of Liability. EXCEPT AS SPECIFICALLY PROVIDED IN
THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER
REGARDING THE SERVICES PROVIDED BY THAT PARTY, AND EACH PARTY DISCLAIMS
ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR OR ANY PUNITIVE, INDIRECT,
SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR
LOSS OF DATA), UNDER ANY CAUSE OF ACTION AND WHETHER OR NOT SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL
EITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED AN AMOUNT
EQUAL TO THE TOTAL REFERRAL FEES PAID BY YSI TO THE AFFILIATE PURSUANT TO
THIS AGREEMENT. THE ABOVE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

8. Notices. All notices under this Agreement must be in writing and will be deemed to have been given
(i) on the day personally delivered to an officer of a party, (ii) three (3) days after being sent by certified
mail, return receipt requested, to a party at its address shown on the signature page, (iii) on the next
business day if sent by a nationally recognized overnight courier service; or (iv) on the day sent by fax, to
the numbers shown on the signature page. A party may change its address or fax number for notices by
giving notice of the new address or fax number in the manner provided for above.

9. General Provisions. The parties are independent contractors and no agency, partnership, joint
venture, or other relationship shall be created or implied by this Agreement. The Affiliate may not assign
this Agreement without YSI’s prior written consent. This Agreement may not be amended except by a
written instrument signed by both parties. No waiver of any provision of this Agreement will be effective
unless evidenced by a writing signed by the waiving party. This Agreement is the entire understanding
and agreement of the parties relating to its subject matter and supersedes any prior oral or written agree-
ments or understandings relating to that subject. If any provision of this Agreement is held to be invalid
or unenforceable, the other provisions will not be affected. This Agreement is governed by the laws of
the State of California without applying its conflict of law provisions. Any suit or proceeding arising out
of or relating to this Agreement may be brought only in a court located in Santa Clara County, California
and the parties submit to the exclusive personal and subject matter jurisdiction and venue of such courts.
The prevailing party in any suit or proceeding arising out of or relating to this Agreement shall be
awarded its costs and reasonable attorney fees. This Agreement may be signed in counterparts, and the
parties agree that facsimile copies or electronic images of signature pages shall be binding.




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Signatures

        For the purpose of binding the parties to this Affiliate Agreement, their authorized representatives
have signed below.

YouSendIt, Inc.                                          The Affiliate:

By:                                                      ______________________________________
                                                         Printed Name of Affiliate
Name:
                                                         By:
Title:
                                                         Name:
Date: __________________________________
                                                         Title:
Address:
Pruneyard Place                                          Date: __________________________________
1919 S. Bascom Ave
3rd Floor                                                Address:
Campbell, CA 95008
                                                         _______________________________________
Fax Number: ___________________________
                                                         _______________________________________

                                                         Fax Number: ___________________________




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