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Standard Co-Branded/Revenue Share
Website Agreement This agreement contains the complete terms and conditions that apply to your participation in the iPingNetwork co-branded website program (the "Co-Branded Website Program"). This is an agreement between you (referred to as "you") and iPing Inc. (referred to as "us", "we", "our", "iPing Inc.", or "iPing"). 1. Enrollment in the Co-Brand Website Program: To apply for enrollment in the Co-Branded Website Program as a participant, you shall first send an email to iPing at bizdev @ iping.com requesting a Co-Branded/Revenue Share Website Program Application. Please provide contact information. Upon receipt of your email, we will in good faith evaluate your request and notify you of your acceptance or rejection as a participant in the Co-Branded Website Program via an email or a phone call. In order to be eligible to participate in the Co-Branded Website Program you must have your own website. In evaluating your application to become a participant, we have the right to reject your application if we determine, in our sole discretion, that your website is unsuitable for the Co-Brand Website Program. Websites that we deem unsuitable for the Co-Branded Website Program, include, without limitation, websites that: (a) promote violence; (b) promote activity that is illegal; (c) violate or otherwise infringe intellectual property rights or laws; (d) include "iping" or variations or misspellings thereof in their domain name; or (e) promote discrimination based on sex, age, religion, race, disability, sexual orientation, or nationality. 2. Links from Your Website to Our Website: If we accept your application to become a Participant, we will notify you by e-mail and include instructions on how to proceed. 3. Co-Branded Website: If we accept your application, you will become a participant (a "Participant") in the Co-branded Website Program and we will establish in accordance with this agreement a co-branded version of the iPing website that displays your logo to any user that connects to the iPing website using a specially tagged URL address (the "Co-Branded Website"). The specially tagged URL-address shall be specified by us (the "Co-Branded URL"). For greater certainty, the Co-Branded Website will appear similar to the website displayed using the URL http://www.iping.com except that your logo shall be displayed. The Co-Branded Website will access and share the same database on the iPing website as is used by iPing and by all other participants in the Co-Branded Website Program. You shall provide us with a digital file of your logo, which shall be stored on our server. 4. Links from Your Website to the Co-Branded Website: You shall include at least one Co-Branded URL on your website at the URL indicated by you in your Co-Branded Website Application ("your website") in accordance with linking instructions in Schedule "A". All links to iPing on your website shall be coded using the Co-Branded URL so that a co-branded iPing website containing your logo will appear to a user whenever the user connects to the iPing website from the your website. Subject to this agreement, you are permitted, but are not required, to attach to the Co-Branded URL, or place on your website an iPing logo selected from the logos available at http://www.iping.com/iping_links.asp. You agree not to participate directly or indirectly in any mass unsolicited emailing (i.e. spamming) to promote your website with the Co-Branded URL or the Co-Branded Website. You will be solely responsible for the operation, and maintenance of your website and to ensure that your Co-Branded URL is properly programmed into your website. 5. Display of Co-Branded Website: A user who connects to the iPing website using the Co-Branded URL will be shown the Co-Branded Website upon initially connecting to the iPing website (a "Co-Branded User") and, unless the user signs-in with an iPing member account that was previously registered after connecting to the iPing website using a URL other than the Co-Branded URL, the user will be shown the Co-Branded Website during the user session as long as the user does not leave the iPing website. If during the Co-branded User's browsing session the Co-Branded User registers as a new member of iPing (a "Co-Branded Member"), then during the term of this Agreement, that Co-Branded Member will be shown the Co-Branded Website everytime the Co-Branded Member connects to iPing.com from the Co-Branded URL and everytime after the Co-Branded member signs-in to iPing.com using the same member account after connecting to iPing from any URL that connects to the iPing website. For greater certainty, when a registered Co-Branded User signs-in using his/her iPing account information, the iPing system will display the Co-Branded Website. When the user connects to iPing using the Co-Branded URL, however, once signed-in, if the iPing member is identified as having become a member of iPing after connecting to iPing using a URL other than the Co-Branded URL the user will no longer be shown the Co-Branded Website after signing-in. In order to be tracked as a Co-Branded Member, the user must have first registered with iPing using the Co-Branded URL and must not have previously registered as a user of iPing after having connected to the iPing website using a URL other than the Co-Branded URL. 6. Referral Fee: Subject to section 8, you shall earn from us twenty-five (25%) per cent of the gross revenue received by iPing from any Co-Branded Member of iPing for a new or renewal of a monthly membership of the Co-Branded Member for use of the iPing website; (the "Referral Fee"). For greater certainty, the Referral Fee: (i) only includes cash actually collected by iPing via a payment method including a valid credit card, check or money order and does not include sales tax charges or refunds issued to the Co-Branded Member; and (ii) does not include any revenue generated from any other services or products that may be obtained from iPing or through the iPing website including but not limited to books purchased through the iPing website or from a third-party affiliate program where iPing is an affiliate. We shall have the right to refuse to credit you with a particular Referral Fee, if in our sole opinion: (a) you have earned the Referral Fee through fraud; (b) you and/or the party that caused the Co-Branded Member to subscribe to iPing on your behalf (directly or indirectly), where Referral Fee applies, have participated in a scheme with the effect that the intended purpose for the users of the iPing website is circumvented or otherwise compromised; (d) you are party to or have knowledge or ought to have knowledge that the iPing website has been used in manner other than its intended purpose with the effect of generating a Referral Fee to you that you otherwise would not obtain except for the improper use of the iPing website; or (e) you and/or the party that caused the Co-Branded Member to subscribe to iPing on your behalf (directly or indirectly), where Referral Fee applies, was not acting in good faith, or has committed fraud. 7. Payment of Earned Referral Fees: 7.2 If the aggregate of all Referral Fees payable to you for any calendar quarter is less than fifty dollars ($50) $US, we shall not be required to send you any earned Referral Fees until the earlier of: (a) the end of a subsequent calendar quarter where the total amount of the Referral Fees earned is at least fifty dollars ($50.00) ($US) or, (b) until this Agreement is terminated. 8. Refunds, etc.: If for whatever reason we are required to give a refund, adjustment or credit to any Co-Branded Member, or a payment made by a Co-Branded Member is cancelled, charged-back or otherwise not received by us, an amount equal to the Referral Fee for the matter will be deducted from the Referral Fee(s) earned by you. 9. Prices and Availability: The fee charged, if any, to a Co-Branded Member will be determined by us according to our own pricing policies. The fee charged may vary from time to time and as such will affect the amount of any applicable Referral Fee on any particular transaction. 10. Operation of the iPing Website: You acknowledge that iPing has sole control of the iPing website and iPing may operate the iPing website as it determines in its sole discretion. iPing shall be responsible for processing any fee charged to a Co-Branded Member. You acknowledge that the amount charged, processing of payments, cancellations, and processing of refunds, and all related customer service are the sole responsibility and in the sole discretion of iPing. iPing reserves the right in its sole discretion to determine the content of the iPing website, and policies and operating procedures for the operation of the iPing website. You acknowledge that iPing has sole discretion as to the amount of any fee, if any, to be charged to users of the iPing website (which includes Co-Branded Members), and any fee charged by us for the use of the iPing website may be waived, discounted, or changed by us in sole discretion at any time without notice. 11. Promotion by iPing: Unless you otherwise indicate to us in writing, we may issue, at our option, a press release announcing the Co-Branded Website and your participation in the Co-Branded Website Program. You permit us to include your company’s name and/or logo in our promotion materials and/or corporate documents. You may also issue a press release announcing your participation in the Co-Branded Website Program, however, the wording of any press release to be issued by you shall first be approved in advance by us. We may in our sole discretion include in our e-mail based newsletter a brief description of your website (not to exceed 100 words) (the "Participant Description") as provided by you. For greater certainty, the Participant Description may include a link to your website. We may also include your name on any webpage that lists those parties with whom we have established a Co-Branded website, strategic alliance, and/or other business relationship. At the option of iPing the entry may include any of the Participant’s logo, a link to Participant, and/or the Participant Description. 12. How to Cancel this Agreement: Either iPing or the Participant, acting in their sole discretion, may Cancel this Agreement at any time by giving written notice of cancellation to the other. Notice may be given by e-mail to you at your e-mail address registered with us at the time of the notice. You can give us notice by sending an e-mail to us at: webmaster @ iping.com. Upon cancellation of this Agreement, iPing shall remove your logo that appears on the Co-Branded Website and replace it with the iPing logo and iPing shall be permitted to prevent access by you to any administration section on the iPing website used by you to manage your Co-Branded Website. Notwithstanding the cancellation of this agreement the following shall continue to apply: (i) you shall be entitled to receive any outstanding Referral Fee earned by you pursuant to section 7 up to and including the date of cancellation of this Agreement that has not been paid to you; (ii) sections 14 and 15 shall continue to apply. 13. This agreement may be modified: iPing reserves the right of adding, deleting or revising the terms and conditions in this agreement, at any time and in our sole discretion, by posting a new agreement on the iPing website. We shall not be required to notify you of any amendments to this agreement except as posted on the iPing website. If you do not agree with the terms and conditions of the new agreement then your only option is to remove all Co-Branded Links from your website and cancel this agreement. If you continue to maintain a Co-Branded Link on your website then you will be considered to have accepted the modified agreement. No modification of this agreement shall be binding unless it is made in writing by us by posting the modification on the iPing website. 14. Disclaimer: The iPing website is provided on an "as is" and "as available" basis and without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, iPing disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the iPing website. iPing does not warrant that the iPing website will be uninterrupted or error-free or that defects will be corrected, even if we have been advised of such errors or defects. You acknowledge that iPing makes no representation or warranty with respect to the frequency or number of Co-Branded Members that will subscribe to the iPing website; (ii) the duration of any Co-Branded Member's subscription. 15. LIMITATION OF LIABILITY: IN NO EVENT SHALL IPING INC., THE PARTY REGISTERED AS THE OWNER OF THE DOMAIN NAME "IPING", OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF ANY REFERRAL FEE, REVENUE OR PROFIT, DISCOUNT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE; OR FOR CLAIMS BY A THIRD PARTY. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY TO YOU EXCEED THE LESSOR OF: (A) THE REFERRAL FEES PAID TO YOU WITHIN THE ONE HUNDRED AND TWENTY (120) DAY PERIOD PRIOR TO THE DATE YOU MAKE A CLAIM AGAINST US, AND (B) TEN DOLLARS ($10.00) IN US FUNDS. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL (I) APPLY IRRESPECTIVE OF THE CAUSE OF ACTION INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF A FUNDAMENTAL CONDITION OR TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY; AND (II) SURVIVE A FUNDAMENTAL BREACH. 16. INDEPENDENT INVESTIGATION: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT OTHER IPING CO-BRANDED WEBSITES MAY COMPETE WITH YOUR CO-BRANDED WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE CO-BRANDED WEBSITE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 17. Intellectual Property Rights: You grant to iPing a limited use license during the term of this agreement that permits us to display your logo on the Co-Branded Website to a Co-Branded User or Co-Branded Member and also on any webpage on the iPing website where the logos of other parties also participating in a co-branding program or other relationship with iPing (the "License"). For greater certainty, except as provided in this section, you do not grant any intellectual property rights to iPing in your logo. A Co-Branded Member shall be considered as a customer solely of iPing. We shall not be required to provide any information to you about any Co-Branded User. You do not have any intellectual property rights in the Co-Branded URL or in any Co-Branded Member. iPing retains all intellectual property rights in its name, trade name, trade-marks, logo, in all contents on the Co-Branded Website; however, for greater certainty, iPing shall not have any rights in your logo, except for the License. Nothing in this agreement grants any intellectual property rights to you with respect to the iPing website, its contents, or the Co-Branded URL. You represent to us that your logo obeys all applicable copyright and other laws. As a Participant, you are solely responsible for ensuring that your logo obeys all applicable copyright and other laws. We have the right to remove any logo submitted by you if we have reason to believe that your logo may be in violation of any law. 18. Status of Parties: The status of the parties to this agreement shall be that of independent contractors. This Agreement does not and shall not be construed to create any partnership, joint venture, franchise, sales representative, agency or employment relationship whatsoever as between you and iPing. You have no authority to make or accept any offers or representations on our behalf. iPing is independent from the internet service provider hosting the iPing website and iPing has no control over their actions. You shall not assign this agreement, by operation of law or otherwise without the prior written consent of iPing. Subject to the foregoing restriction, this Agreement shall be binding on, and shall inure to the benefit of and be enforceable against the parties and their respective, heirs, successors and assigns. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section. You shall not promote or otherwise describe the Co-Branded Website in any way that creates the impression or that may be interpreted as there being any relationship between you and iPing except that of independent contractors. 19. Miscellaneous: You agree not to reverse engineer, decompile, or otherwise attempt to derive source code or database information from any webpage or software accessible or available through the iPing website. You acknowledges that iPing makes no representations or warranties with respect to the speed of the iPing website server or the availability of the server. In the event of an inability or failure by the internet service provider hosting the iPing website or iPing to provide services by reason of shortage of electrical power, fire, explosion, computer virus, maintenance, or any other reason, whether in iPing's control or beyond the control of iPing, iPing shall not be liable to you. This agreement constitutes the entire agreement between iPing and you. There are no warranties, representations or other agreements between the parties in connection with the subject matter of this agreement, except as indicated herein. No representation or warranty not set forth herein has been made or relied upon by you as an inducement to the entering into of this agreement. The headings used in this agreement are for convenience only and shall not affect the interpretation. This agreement may be executed in separate counterparts each of which when so executed and delivered shall be an original and all such counterparts shall together constitute one and the same instrument. This agreement may be executed using facsimile, e-mail, through the iPing website, or other electronic transmission. If any provision in this agreement is determined to be void, invalid, or unenforceable, in whole or in part, by a court of competent jurisdiction for any reason, it shall not be deemed to affect or impair the validity or enforceability of any other provision of this agreement and such unenforceable provision or part thereof as the case may be shall be treated as severable from this agreement. Time shall be of the essence. 20. Governing Law: This agreement shall be governed by the federal laws of the United States of America and the state laws of the New York. Schedule "A": A Co-Branded URL to the iPing Co-Branded
website shall follow a format similar to the following URL:
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