Affiliate Terms & Conditions

Purpose

  1. These Affiliate Terms (the “Terms”) outline the conditions under which the Affiliate may provide specific types of traffic, leads, or calls to ALL LOCAL PROS. The lead types will be specified in one or more Service Orders (“SOs”) agreed upon by the parties. Additionally, the parties may enter into Insertion Orders (“IOs”) under a SO, which will specify the pricing terms for the traffic.
  2. Conflicts: In the event of any conflict between these Terms, any SO, and any IO, the order of precedence will be: (i) the SO, (ii) these Terms, and (iii) the IO. However, modifications to these Terms can only be made in writing within an SO or IO, provided the specific section of these Terms to be modified is explicitly referenced.
  3. Acceptance: Acceptance of any SO or IO referencing these Terms, whether executed physically or electronically, will be deemed as acceptance of these Terms.

Definitions

  1. Agreement: Refers to these Terms, along with the applicable SO and IO.
  2. Approved/Approval: Refers to written consent from an authorized representative of the approving party.
  3. Intellectual Property: Encompasses all intellectual property rights globally, including trademarks, domain names, copyrights, patents, and proprietary technology.
  4. Insertion Order (IO): A signed order that refers to an SO or specifies a type of traffic, including details such as quantity, type, price, and delivery criteria for the traffic.
  5. Lead: A request from an individual for information on ALL LOCAL PROS or ALL LOCAL PROS Client products or services, which includes associated data.
  6. Lead Data: The contact information and any other details associated with a Lead.
  7. Marks: Any trade names, logos, trademarks, and service marks.
  8. ALL LOCAL PROS Content: All creative assets, advertising materials, forms, and other assets provided by ALL LOCAL PROS.
  9. ALL LOCAL PROS Client: Any client of ALL LOCAL PROS or its affiliates.
  10. Parties: Refers collectively to ALL LOCAL PROS and the Affiliate.
  11. Platform: ALL LOCAL PROS’s proprietary marketplace, including the All Local Pros Media Platform, where Affiliates manage traffic.
  12. Affiliate: The company or entity agreeing to provide traffic to ALL LOCAL PROS.
  13. Affiliate Sites: Websites or emails approved by ALL LOCAL PROS to generate traffic.
  14. Service Order (SO): An ALL LOCAL PROS service order that references these Terms and specifies the traffic to be provided by the Affiliate.
  15. Traffic: Refers to any lead, click, impression, or action delivered by the Affiliate as specified in an SO.

Obligations of the Parties

  1. Affiliate Sites: Sites must not promote or link to illegal, obscene, or otherwise unauthorized content.
  2. No Subcontractors: The Affiliate cannot use subcontractors to generate traffic unless approved by ALL LOCAL PROS.
  3. Privacy and Data Security: The Affiliate must have a privacy policy in place and adhere to applicable data security regulations.
  4. Prohibited Activities: Affiliates may not engage in fraudulent practices or incentivize traffic generation.
  5. Use of Marks: Affiliates may only use ALL LOCAL PROS and ALL LOCAL PROS Client Marks with ALL LOCAL PROS’s approval and must comply with certain restrictions.
  6. Guidelines: The Affiliate will adhere to any provided guidelines for ALL LOCAL PROS Client advertising.
  7. Publicity: Public reference to either party requires prior approval.
  8. Restrictions on Emails Linking to ALL LOCAL PROS Content: Affiliates must follow strict guidelines for any email that references ALL LOCAL PROS or ALL LOCAL PROS Clients.

Intellectual Property

  1. No Modification of ALL LOCAL PROS Content: ALL LOCAL PROS content must be used as provided, with no modifications unless approved.
  2. License: ALL LOCAL PROS grants the Affiliate a limited license to use ALL LOCAL PROS Content solely for the purposes of the Agreement.
  3. Ownership: Both parties retain ownership of their respective intellectual property.
  4. Data Ownership: ALL LOCAL PROS owns all data generated or collected under the Agreement.

Payment Conditions

  1. Pricing: ALL LOCAL PROS will pay Affiliate according to the fees set in any IO or the Platform.
  2. Payment Timing: ALL LOCAL PROS may withhold payment until payment is received from the ALL LOCAL PROS Client.
  3. Deceptive or Blocked Traffic: ALL LOCAL PROS may withhold payment for deceptive or fraudulent activity.
  4. Breach: Payment may be withheld if ALL LOCAL PROS believes the Affiliate is in breach of the Agreement.

Term and Termination

  1. Term: The Agreement remains in effect as long as the SO is active.
  2. Suspension: ALL LOCAL PROS may suspend the Affiliate’s participation if necessary.
  3. Effect of Termination: ALL LOCAL PROS will pay any outstanding amounts owed to the Affiliate upon termination.

Restrictive Covenants

  1. Non-Solicitation of Employees: Neither party will solicit the other’s employees during the Agreement’s term.
  2. Non-Solicitation of ALL LOCAL PROS Clients: The Affiliate may not solicit ALL LOCAL PROS Clients during the term and for one year after the Agreement.

Confidentiality

Both parties agree to keep each other’s confidential information private and use it only for the purposes outlined in the Agreement.

Representations and Warranties

Both parties represent they have the authority to enter into this Agreement and will comply with applicable laws.

Indemnification

Each party will indemnify the other for breaches of representations, warranties, or violations of intellectual property rights.

Disclaimer of Warranties

The services, ALL LOCAL PROS content, and ALL LOCAL PROS websites are provided “as is,” and ALL LOCAL PROS disclaims all other warranties.

Limitation of Liability

Neither party is liable for indirect, special, or consequential damages. Each party’s liability is capped at the amount payable in the six months preceding the claim.

Miscellaneous

  1. Monitoring: ALL LOCAL PROS may monitor the Affiliate’s sites to ensure compliance.
  2. Survival: Certain provisions will survive termination of the Agreement.
  3. Relationship: The relationship is that of independent contractors.
  4. Assignment: The Affiliate cannot assign this Agreement without ALL LOCAL PROS’s consent.
  5. Entire Agreement: This Agreement, SOs, and IOs constitute the entire agreement between the parties.
  6. Waiver: Failure to enforce any right is not a waiver of future rights.
  7. Severability: If any provision is deemed invalid, the rest of the Agreement will remain in effect.
  8. Governing Law: This Agreement is governed by the laws of California.

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