This Agreement, made and entered by and between
YourCityGuide.net,("we"), and you, the affiliate ("you" or "Affiliate"),
contains the complete terms and conditions that apply to your participation in
the YourCityGuide.net Affiliate Program (the "Affiliate Program" or "Program")
1. Enrollment in the Program
You will submit a complete Affiliate Program application from our site. We
may reject your application (at our sole discretion) if we feel your site is
unsuitable or inconsistent with the mission of YourCityGuide.net.
YourCityGuide.net may terminate this Agreement anytime thereafter if your site
is determined (at our sole discretion) to be unsuitable for the Program. Only
sites in English, and based in the United States, Mexico, and Canada are
eligible to participate in the YourCityGuide.net Affiliate Program.
2. Promotion of Our Affiliate Program
Upon your acceptance as an Affiliate Site, we will make available to you (via
YourCityGuide.net's site) a variety of graphic and textual links (the "Links"),
which, subject to the terms and conditions hereof, you may display as often and
in as many areas of your site as you desire. The Links will serve to identify
your site as a member of our Affiliate Network and will establish a link from
your site to ours.
Have sole responsibility for the development, operation, and maintenance of
your site and for all the materials that appear on your site.
Ensure that all materials posted on your site are not illegal and do not
infringe on the rights of any person or entity of any kind. We disclaim all
liability for all materials on your site.
Indemnify, defend, and hold us harmless from all claims, damages, and
expenses relating to the development, operation, and contents of your site.
Make sure that your site does not copy or resemble the look and feel of
YourCityGuide.net or create the impression that your site is our site or a part
of our site.
Except as otherwise provided in this Agreement or with the consent of the
other party hereto, each of the parties hereto agrees that all information,
including, without limitation, the terms of this Agreement, business and
financial information, customer and vendor lists, and pricing and sales
information, concerning us or you, respectively, or any of our Affiliates
provided by or on behalf of any of them shall remain strictly confidential and
secret and shall not be utilized, directly or indirectly, by such party for its
own business purposes or for any other purpose except and solely to the extent
that any such information is generally known or available to the public through
a source or sources other than such party hereto or its affiliates.
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 Affiliate Network, even if we have been advised of the possibility of such
damages. Further, our aggregate liability arising with respect to this Agreement
and the Affiliate Program will not exceed the total commissions paid or payable
to you under this Agreement.
We grant you a nonexclusive, nontransferable, revocable right to access our
site through the Links solely in accordance with the terms of this Agreement,
for the sole purpose of linking your site to our site, solely for the purpose of
identifying your site as a participant in the Program and assisting in
increasing membership in YourCityGuide.net. You may not alter, modify, or change
the Links in any way. You are only entitled to use the Links to the extent that
you are a member in good standing of the YourCityGuide.net Affiliate Program. We
may revoke your license anytime by giving you written notice.
We make no express or implied warranties or representations with respect to
the YourCityGuide.net Web site or the YourCityGuide.net Affiliate Program
(including, without limitation, warranties of fitness, merchantability,
noninfringement, or any implied warranties arising out of 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.
The terms of this Agreement will begin upon acceptance of your application.
This Agreement shall commence on the date of approval of your Affiliate Program
application and shall continue thereafter in full force and effect until
terminated at any time by either party by giving the other party written notice
of termination. Upon 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 YourCityGuide.net 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.
We may modify any of the terms and conditions of this Agreement at any time.
You will be notified by email, and a change notice will be posted on our site.
If the modifications are unacceptable to you, your only recourse is to terminate
this Agreement. Your continued participation in this Affiliate Program after a
change notice has been posted will constitute binding acceptance of the change.
Affiliates will be removed from the YourCityGuide.net Affiliate Program and
forfeit any pending commissions if they are caught spamming. Spamming is not
allowed and will not be tolerated!
You and YourCityGuide.net 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.
Representations and Warranties
You hereby represent and warrant to us as follows:
- This Agreement has been duly and validly executed and delivered by you and
constitutes your legal, valid, and binding obligation, enforceable against you
in accordance with its terms.
- The development, operation, and contents of your site do not infringe upon
the copyright, trademark, or any other right of any person or entity.
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
YourCityGuide.net Affiliate Program and are not relying on any representation,
guarantee, or statement other than as set forth in this Agreement.
If you commit fraud or falsify information in connection with the
registration of members in YourCityGuide.net through the Links on your site,
this Agreement will be terminated immediately. In addition, you will be liable
to YourCityGuide.net for any and all damages that YourCityGuide.net suffers as a
result of such actions. You will also be responsible for returning to
YourCityGuide.net all commissions received for fraudulent/falsified members, and
we will not hesitate to pursue all legal causes of action against you to the
fullest extent possible under the law.
This Agreement and the rights and obligations hereunder may not be assigned
by you without prior written consent of YourCityGuide.net.
Reservation of Rights
YourCityGuide.net may terminate this Agreement at any time if your site is
determined (at our sole discretion) to be unsuitable for the Program, even if
your site has not changed since the time that your Affiliate Program application
was accepted. YourCityGuide.net also reserves the right to monitor Affiliate
sites at any time to determine whether they are in compliance with this
This Agreement will be governed by the laws of the United States and the
State of Kentucky, 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 Louisville,Kentucky 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 a provision or any other
provision of this Agreement.