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Affilaite Terms

THIS AFFILIATE AGREEMENT (the “Agreement”), is made between My Content Company, LLC, a Maryland limited liability company with its principal place of business at 1602 Woodling Way, Pikesville, Maryland 21208 (“MCC” or the “Company”), and an authorized person (“You” or the “Affiliate”) who agrees to become an MCC Affiliate subject to the terms of this Agreement as set forth below (collectively, “the Parties”).

BY CLICKING THE CHECK BOX AND ACCEPTING THE TERMS, YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND ACCEPTED ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CONSENT TO BE BOUND BY THEM. IF YOU DO NOT WISH TO ACCEPT THESE TERMS, YOU MUST SELECT ‘CANCEL.’

  1. PURPOSE AND ENGAGEMENT. As of the Effective Date, and concurrent with the acceptance of the obligations set forth herein, MCC engages You as a non-exclusive Affiliate partner (“Affiliate”) to promote the Company’s products and services as set forth in Paragraph 1.1 below. Affiliate acknowledges and hereby agrees that this is a non-exclusive appointment and that the Company reserves the right to enter into similar agreements and/or appoint additional representatives or other sales professionals on its behalf without liability or obligation to You. You agree and understand that this Agreement is with You as an independent contractor, terminable subject to the terms of this Agreement. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employer/employee, principal/agent, or any other similar legal relationship between the parties. Notwithstanding the foregoing, Affiliate shall have the right to hold him/herself out as an “Affiliate” of the Company for purposes of communicating with potential clients and other purposes consistent with this Agreement
    1. DESCRIPTION OF THE SERVICES. Affiliate will be engaged in the promotion of MCC’s Build My Simple Site program, also known as 49dollarsites.com (“BMSS”) (collectively, the “Services”), which are described on the pages set forth in the above hyperlinks and incorporated by reference as if fully set forth herein.
    2. NO AUTHORITY. Except for the limited purposes set forth in Paragraph 1.5 below, the Affiliate has no authority to, and shall not, act as agent for or on behalf of the Company and shall not represent or bind it in any manner. Nothing in this Agreement shall be construed as to create any obligation between either Party and any third party.
    3. NO BENEFITS. The Affiliate is not an employee of the Company. The Affiliate understands and acknowledges that it is not entitled to any benefits or other compensation that Company may provide to any current future employee(s) it may have.
    4. NO HOURS. The Affiliate will be performing services on behalf of the Company remotely and via the Internet, and those services will be evaluated by the Company independently of the hours expended in rendering them. The Company has no method of, and no obligation to, track, monitor, or otherwise record the hours expended by the Affiliate on behalf of the Company. The Affiliate understands and acknowledges that it is not working or otherwise providing services on an hourly or other timed basis to the Company.
    5. DUTIES OF AFFILIATE. The Affiliate agrees to use its best efforts, and in good faith, to promote the Services, subject to the subjective satisfaction of the Company as set forth in Paragraph 4 below.
    6. DUTY OF LOYALTY. The Affiliate agrees not to undertake any activity described in Paragraph 1.5 on behalf of any other media, in whatever form, including but not limited to any other company engaged in the provision of services similar to the Services without the express written consent of the Company.
    7. TERM. This Agreement shall continue to run until terminated by either party subject to the provisions of Paragraphs 2.2, 2.3 and/or 2.4 (the “Term”).
  2. COMPENSATION. In consideration for the duties set forth herein, Affiliate shall be entitled to compensation as follows: ten per cent (10%) of all revenues collected from any client of the Company utilizing the unique coupon code issued by the Company to the Affiliate (the “Affiliate Code”) for Services, subject to the provisions of Paragraphs 2.2, 2.3, and 2.4. Affiliate expressly acknowledges and agrees that it is not entitled to any portion of any revenues derived from any additional services provided by MCC to any client referred by Affiliate. Company shall be under no obligation to make any payment to the Affiliate except to the extent that the Company has received payment in full from the client(s) utilizing the Affiliate Code for Services. Affiliate expressly assumes the risks of (a) client nonpayment and (b) client referrals who do not utilize the Affiliate Code. MCC agrees to use its best efforts to collect outstanding sums and good faith efforts to recognize referrals from Affiliate.
    1. TIMING. Within thirty (30) days of receipt of payment in full from any client for Services referred by the Affiliate, Company agrees to tender to Affiliate the Compensation earned as set forth in Paragraph 2 above.
    2. RIGHT TO TERMINATE BY CONTRACTOR. Affiliate shall have the absolute right to terminate this Agreement, for whatever reason, subject to seven (7) days’ written notice to Company, delivered via email. Such termination shall terminate all future obligations between the parties, including without limitation the obligations set forth in Paragraph 2, even if clients referred by Affiliate continue as paying clients of MCC.
    3. RIGHT TO TERMINATE BY COMPANY. Company shall have the right immediately to terminate this Agreement for cause in the event of an uncured material breach of this Agreement in addition to whatever other remedies Company may have at law. A material breach occurs if either Party fails to observe or perform any of the covenants, agreements, or obligations set forth herein. Upon said breach, the non-defaulting Party, by and through its agents, shall tender notice to the defaulting Party via email requesting a cure within ten (10) business days, and may terminate this Agreement if such breach remains uncured. Such termination shall not constitute the exclusive remedy of the non-defaulting Party.
    4. AUTOMATIC TERMINATION. In the event that Affiliate fails to refer a client using the Affiliate Code who pays for Services in full within any six (6) month period, this Agreement shall terminate automatically without notice to either Party, and neither Party shall have any continuing obligations to the other, including without limitation the obligations set forth in Paragraph 2.
  3. OBLIGATIONS OF COMPANY AND GRANT OF RIGHTS. During the Term, Company will provide and make available to Affiliate (a) the non-exclusive right and license to use the names and trademarks identified in Paragraph 1.1, the My Content Company name and website, and the My Content Company logo in connection with promotion of the Services and subject to the provisions of Paragraph 4; and (b) promotional items, including but not limited to business cards and an email address for the Affiliate bearing the “mycontentco.com” domain name. These rights shall not survive expiration of the Term or termination of this Agreement.
  4. APPROVAL BY MCC. All services provided by Affiliate pursuant to this Agreement shall be to the subjective and personal satisfaction of Company. Affiliate shall promote the Services only in such a form and manner as is specifically by Company, such approval not to be unreasonably withheld. Affiliate agrees to follow Company’s reasonable instructions and guidelines regarding promotion of the Services, if given. Affiliate agrees to immediately take down any use of the Company’s identifying marks, including without limitation the Affiliate Code, in any use objected to by the Company.
  5. CONFIDENTIAL AND PROPRIETARY INFORMATION. Affiliate hereby understands and agrees that Company owns and maintains an intellectual property interest in valuable confidential and proprietary business information (hereinafter, the “Confidential Information”), including but not limited to customer lists, market research, future product or service plans, trade secrets or know-how, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Affiliate by the Company, either directly or indirectly. Affiliate agrees to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, or corporation without the prior written authorization of the Company, any Confidential Information of the Company. Affiliate further agrees to use such Confidential Information only and to the extent authorized by the Company and in accordance with the terms of this Agreement, and not to disclose any Confidential Information to any third party without the prior written consent of Company. Breach of this Paragraph shall constitute a material breach of this Agreement.
  6. INTELLECTUAL PROPERTY. The Affiliate recognizes the Company’s right, title, and interest in and to all service marks, trademarks, and trade names used by the Company, including but not limited to those described in Paragraph 3 (the “Intellectual Property”) and agrees not to engage in any activities or commit any acts or omissions, directly or indirectly, that may contest, dispute, or otherwise impair the Company’s right, title, and interest therein, nor shall the Affiliate cause diminishment of value of the Intellectual Property through any act, omission, or representation. The Affiliate shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, or trade names, or others that may be confusingly similar to any Intellectual Property, through advertising or otherwise. Effective as of the termination of this Agreement, the Affiliate agrees to cease using all of the Company’s trademarks, marks, and trade names. Affiliate further understands and agrees that any and all intellectual property developed during the term of this Agreement, including goodwill, is, pursuant to Paragraph 3, the sole property of Company. Breach of this Paragraph shall constitute a material breach of this Agreement.
  7. NON-SOLICITATION. During the term of this Agreement and any extension thereto, and for a period of one (1) year after any termination of this Agreement for any reason, Affiliate will not, without the prior written consent of the Company, solicit or attempt to solicit any client of the Company, whether referred by Affiliate or not, either indirectly or directly, on Affiliate’s own behalf or in the service or on behalf of others.
  8. INDEMNIFICATION. Affiliate shall indemnify, hold harmless, and defend Company, its directors, officers, employees, and agents from and against any action, cause, claim, damage, debt, demand, or liability, including reasonable attorneys’ fees and costs, asserted by any third party arising out of or relating to this Agreement.
  9. ASSIGNMENT. Affiliate’s rights and the duties under this Agreement are personal, and may not be assigned or delegated without the prior written consent of the Company. Death of the Affiliate shall terminate this Agreement.
  10. NO IMPLIED WAIVER. Company’s failure to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of Company’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
  11. LIMITATION OF LIABILITY. Under no circumstances shall Company be liable to Affiliate or any other person for any indirect, incidental, consequential, special, or punitive damages for any matter arising from or relating to this Agreement including without limitation any person’s (a) use or inability to use any Service; (b) any changes to or inaccessibility of any Service; (c) any delay, failure, unauthorized access to or alteration of any electronic transmission or data, including the theft of credit card or other information on a website built in whole or in part by the Company; (d) any material or data sent or received or not sent or received; (e) any transaction or agreement entered into through any Service, whether such liability is asserted on the basis of contract, in tort, or otherwise. In no event shall Company’s total liability for direct damages exceed the total fees paid to Affiliate pursuant to Paragraph 2.
  12. CHOICE OF LAW, FORUM SELECTION AND ARBITRATION. This Agreement shall be governed by the laws of the state of Maryland, irrespective of its conflicts of laws rules. Any and all disputes arising out of, in connection with, or relating to this Agreement shall be subject to mandatory and binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), to be conducted in Baltimore County, Maryland. This paragraph shall constitute the sole and exclusive relief to which any Party to this Agreement shall be entitled, with each Party to bear its own expenses in connection therewith, including attorneys’ fees.
  13. GENERAL PROVISIONS.
    1. ENTIRE AGREEMENT. This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
    2. AMENDMENT. The Company reserves the right to change the terms of this Agreement at any time. If the changes are material, the Company will notify you via email or through a notice conspicuously posted on the Company’s website which will designate a reasonable period of time (the “Notice Period”) prior to which the changes will go into effect for all Affiliates. If You do not agree to the new terms, You can terminate this Agreement at any time during the Notice Period. If You do not terminate this Agreement within the Notice Period, You agree to be subject to and bound by the new terms and conditions after the expiration of the Notice Period.
    3. ACKNOWLEDGMENT OF CONTRACT TERMS. Affiliate acknowledges that it has read this Agreement, understands its terms, have had the opportunity to consult with independent legal counsel and have signed this Agreement voluntarily.
    4. SEVERABILITY. Whenever possible, each provision of this Agreement, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
    5. CONSTRUCTION. The Parties understand and agree that this Agreement has been reviewed by all Parties and that in the event any term(s) are determined to be ambiguous, the doctrine of contra proferentem shall not apply to the interpretation and construction of this Agreement.
    6. HEADINGS. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.