We appreciate your interest in joining 800.com's Referral Program! To be eligible to participate, you must review and accept this 800.com Referral Program Agreement ("Agreement").
Please review these terms carefully. By submitting an application to 800.com's Referral Program through the PartnerStack Platform and by clicking on the "Confirm" button, you agree to be bound by and comply with the terms of this Agreement, as updated from time to time in accordance with Section 2.
This Agreement is between you ("you", "your") and 800.com, Inc. ("800.com", "our", "we", "us"). Each of you and 800.com may be referred to in this Agreement as a "Party", and may be collectively referred to in this Agreement as the "Parties".
800.com is a cloud-based virtual phone service, accessible at app.800.com. 800.com maintains a website page at https://www.800.com/ through which businesses can sign up for 800.com's services ("800.com Sign-Up Page"). The 800.com Referral Program is administered on the PartnerStack partner management platform ("PartnerStack Platform"). Both Parties acknowledge that they may be party to separate agreements with PartnerStack and may be participants in other PartnerStack programs. You acknowledge that 800.com is not an agent or representative of PartnerStack, and is not party to any agreement you have with PartnerStack, nor in any way responsible for the performance of PartnerStack.
At any time, and in our sole discretion, we may modify any of the terms and conditions of this Agreement by posting a revised or new agreement through the PartnerStack Platform. Modifications may include, without limitation, changes in the scope of available bounty amounts, fee schedules, and payment procedures. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement pursuant to Section 15 (Term and Termination). Your continued participation in the 800.com Referral Program following our posting of a revised or new agreement will constitute your acceptance of the modifications.
Participation in the 800.com Referral Program is subject to our approval, which may be withheld in our sole discretion. To apply to participate in the 800.com Referral Program, you will be required to complete an application questionnaire and, if you seek to publish the Referral Link (defined below) on your website(s), you will be required to submit the URL for the website(s) that you seek approval for. If you are operating more than one website, you must submit the URL for each website that you seek approval for, where each approved website, is a "Site". 800.com will notify you through PartnerStack as to whether or not you have been approved to participate in our Referral Program. Our approval process is solely for our own assurance, and you are not entitled to rely on it for any purpose.
You will be provided with a unique URL string ("Referral Link") which will direct visitors to the 800.com Sign-Up Page.
a. For each business that:
(each business that meets criteria (i) through (iv) above, a "Referred Subscriber")
You may be eligible to receive a one-time payment ("Bounty") consistent with this Section 5 and Section 6 (Payments). Each business customer may only be counted as a Referred Subscriber one time and you may only receive up to one Bounty per Referred Subscriber.
Referred Subscriber eligibility requirements and Commission amounts available to be earned are published on 800.com's Referral Program profile on the PartnerStack Platform, and may be changed from time to time in our sole discretion by publishing new Referred Subscriber eligibility requirements and/or Bounty amounts. Bounty amounts are inclusive of any applicable taxes. You are responsible for your own tax liabilities (for example, sales/income taxes, GST or VAT) on the Bounty amounts.
b. 800.com may from time to time in its sole discretion, offer Referred Subscribers a discount on 800.com's then-current list price for applicable subscriptions ("Discount") via your Referral Link and/or promotional code, with the Discount amount, term, eligibility requirements and any other offer details to be set out in writing by 800.com. Any Discount, and display or reference to such Discount, will be subject to the terms of this Agreement and any additional terms as communicated by 800.com.
c. Although PartnerStack tracks and calculates lead submissions in accordance with the PartnerStack program, determination of whether the lead submission has resulted in a Referred Subscriber for which you are eligible to receive a Bounty payment will be made by 800.com in its sole discretion.
Bounties will be paid by 800.com to PartnerStack, and PartnerStack will process and distribute the payments to you. We are not a party to your agreement(s) with PartnerStack, and will have no liability, responsibility or obligation for the transfer of any Bounty payments to you. We may, and you consent for 800.com to, chargeback to you (for example, debit or offset from any amounts payable) any Bounties paid or credited to you with respect to Referred Subscribers that were procured fraudulently or as a result of any violation of this Agreement or applicable law or were paid in error. For clarity, 800.com's only payment obligation is the payment of validly owing Bounties to PartnerStack. You will have no claims against 800.com for any additional compensation, Bounties or business derived by or through Referred Subscribers.
(a) We grant to you a limited, revocable, non-transferable, non-exclusive, non-sublicensable, royalty-free license during the term of this Agreement to use and display the Referral Link and 800.com's Brand Elements (defined below) in accordance with 800.com's branding guidelines (accessible on 800.com's Referral Profile on the PartnerStack Platform and updated from time to time in our sole discretion), solely in connection with the marketing and promotional activities set out in this Agreement.
(b) "Brand Elements" means any trademarks, service marks, names, logos, images, collateral or similar materials, including but not limited to, marketing materials that are accessible via the asset library in 800.com's Referral Program profile on the PartnerStack Platform. For clarity, 800.com's Brand Elements does not include our products or services themselves.
(c) All goodwill arising out of the use of 800.com's Brand Elements will inure to the benefit of 800.com. Except as expressly licensed under this Agreement, 800.com retains all right, title and interest in and to its Brand Elements, including, without limitation, all intellectual property rights.
We may monitor, review and otherwise investigate your Site(s) to assess your compliance with this Agreement. Where 800.com determines in its sole discretion that the Site is not compliant with this Agreement, it may withdraw its approval for the Site, following which you will immediately cease all marketing activities on the applicable Site(s), including use and display of Referral Links and 800.com Brand Elements in connection with this Agreement.
We may require that any use or display of the Referral Link, Brand Elements and/or Discount be modified or removed to comply with this Agreement and our then-current branding guidelines. If you do not make the requested changes within five (5) business days, we reserve the right to immediately terminate your participation in the 800.com Referral Program.
From time to time we may request you to provide to 800.com a report on one or more of the following: (a) your compliance with this Agreement; (b) each use and display (past and current) of the Referral Link, Brand Elements and/or Discount; and/or (c) number of aggregate clicks on your Site(s) where the Referral Link is displayed ("Referral Report"). You will provide the Referral Report to 800.com within seven (7) calendar days from the date of the request.
Use of our services is governed by the 800.com Terms & Conditions and 800.com's Privacy Policy. Our Terms & Conditions are entered into between the subscriber and 800.com, as set out in our Terms & Conditions, currently available at https://www.800.com/terms and each as may be updated from time to time in our sole discretion.
Throughout the Term you may conduct marketing activities that incorporate the Referral Link, each subject to the terms of this Agreement, including without limitation, Section 7 (License) and Section 14 (Prohibited Activities). You represent and warrant that you will perform any marketing activities (including the publishing and distributing of advertisements) in strict compliance with all applicable laws, regulations and guidelines, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including without limitation, the CAN-SPAM Act of 2003 and/or Canada's Anti-Spam Legislation (CASL), as applicable). In connection with the marketing activities, you are solely responsible for (a) obtaining all necessary consents; and (b) ensuring your compliance with all laws. At any time, we may, in our sole discretion, withdraw our consent for any or all of the marketing activities, following which you will cease the relevant marketing activity(ies) within three (3) business days.
It is your sole responsibility to disclose the nature of your relationship with us to any actual or potential customers in connection with the marketing activities. You will indemnify and hold harmless 800.com against any liability arising from your lack of proper disclosure to an actual or potential customer.
You will not:
The effective date of this Agreement will be the date on which you submit your application and/or click "Confirm" and continues until either party terminates this Agreement on Fourteen (14) days notice to the other party. If 800.com wishes to terminate the program in accordance with this Section 15, we may post a notice of termination through the PartnerStack Platform, which will be deemed as notice of termination to you in accordance with this provision.
We may in our sole discretion terminate this Agreement or suspend your participation in the 800.com Referral Program immediately, without penalty, in the event that (a) you are in material breach of this Agreement (which includes without limitation, your breach of Section 12 or Section 14); (b) 800.com believes it may be subject to potential claims or liability related to your participation in the 800.com Referral Program; (c) 800.com believes its brand or reputation may be harmed by your participation in the 800.com Referral Program; or (d) fraud is detected or reasonably suspected in connection with your account.
When we terminate this Agreement other than for convenience, we will be released from all obligations and liabilities owed to you, including rights regarding referrals and the forfeiture of any accrued, but unpaid Bounties. Upon termination of this Agreement, all rights granted to you hereunder will immediately cease (except as otherwise expressly set forth in this Agreement) and you will immediately cease all marketing activities under this Agreement, including use and display of Referral Links, 800.com Brand Elements and Discounts in connection with this Agreement. The provisions of Section 17 (Limitation of Liability), Section 18 (Indemnity), and Section 19 (Confidentiality) will survive any termination or expiration of this Agreement.
a. You represent and warrant that: (i) you have the full power and authority to enter into and perform under this Agreement; and (ii) you will perform your obligations and exercise your rights in compliance with all applicable laws, regulations, and rules.
b. Services or deliverables provided by 800.com under this Agreement, if any, are provided "as is". To the full extent permissible by applicable law, 800.com disclaims all warranties, express, implied, statutory or otherwise, including but not limited to, implied warranties of merchantability, non-infringement, and fitness for a particular purpose in connection with this Agreement, including the 800.com Services, the Referral Program and your potential to earn an income from the Referral Program.
c. We will make reasonable efforts to track Referred Subscribers and Commissions, however we are not responsible for any technical problems, acts by third parties (including PartnerStack) or other inaccuracies or events outside our reasonable control.
To the extent not prohibited by applicable law: (a) under no circumstances will either party be liable under this Agreement for indirect, punitive, incidental, consequential, special or exemplary damages (or any loss of revenue or profits), even if the party has been advised of the possibility of such damages; and (b) in no event will 800.com's aggregate cumulative liability for any claims arising out of or related to this Agreement exceed US $350.00.
You will indemnify, hold harmless, and to the extent requested by 800.com defend, 800.com, its affiliates, and its and their officers, directors, employees, shareholders, sublicensees, agents, representatives, successors and assigns from and against any and all claims (including third-party claims), losses, liabilities, damages, expenses and costs (including reasonable attorneys' fees and court costs) ("Claims") arising out of or from your (a) violation of this Agreement; (b) infringement of any intellectual property or other proprietary right; or (c) violation of any applicable law in connection with your performance under this Agreement. In no event will you settle any Claim without 800.com's prior written consent (not to be unreasonably withheld).
a. During the Term of this Agreement you may receive non-public business, technical or financial information from us, that is identified (in writing or orally) as confidential, or should be reasonably known by you to be confidential due to the nature of the information and circumstances surrounding disclosure ("Confidential Information").
b. You will: (i) hold in confidence and not disclose any Confidential Information to third parties and (ii) use the Confidential Information solely for the purpose of fulfilling your obligations under this Agreement. In the event of any unauthorized disclosure of the Confidential Information, you will promptly notify 800.com in writing, and promptly and reasonably cooperate with us to mitigate the effects of the unauthorized disclosure. To the extent required by law, you may disclose the Confidential Information, provided that to the extent permitted by law, you notify 800.com in advance and cooperate in any effort to obtain confidential treatment.
c. All information or data contained in or transferred via the Referral Link and the 800.com Sign-Up Page will be deemed 800.com's Confidential Information. All visitors that sign up for 800.com's services via the 800.com Sign-Up Page will be subject to additional terms and conditions available on our website, including our privacy policy.
a. Privacy Policy. To learn how 800.com processes personal information, please see our Privacy Policy, currently available at https://www.800.com/privacy and as may be updated by us from time to time in our sole discretion.
b. Relationship of Parties. The Parties are independent contractors. No agency, partnership, joint venture or employment is created between the Parties as a result of this Agreement. You are not authorized to create any obligation, express or implied, on behalf of 800.com.
c. Assignment. You will not transfer, assign or delegate your obligations under this Agreement without the prior written consent of us. All rights, benefits and protections granted to 800.com under this Agreement extend to its affiliates. 800.com may enter into similar or any other arrangements with any other parties.
d. Entire Agreement. This Agreement is the Parties' entire agreement and it supersedes any prior or contemporaneous agreements related to the subject matter.
e. Severability. If any provision of the Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision (and related provisions) will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
f. Notices. Notices must be sent to 800.com by email: to 800.com at [email protected] and to you at the email provided in your application and will be deemed delivered at the time of transmission unless a delivery error is received by the sender.
This Agreement will be construed in accordance with and governed by the laws of the state of Florida, without reference to its rules regarding conflicts of law, except for the arbitration agreement below, which will be subject only to the Federal Arbitration Act. You agree that, except as expressly provided below, any disputes, concerns, complaints or claims you may have regarding 800.com, the services, or this Agreement ("Disputes"), will be determined exclusively by arbitration before one arbitrator in an arbitration administered by and governed by the American Arbitration Association ("AAA").
The venue for any arbitration will be Sarasota, Florida, or the closest available location thereto, pursuant to AAA Arbitration Rules and Procedures (the "Rules"). The arbitrator may, in his or her award, allocate all or part of the costs of the arbitration, including arbitration fees and reasonable attorney fees of the prevailing party.
YOU EXPRESSLY AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, ANY AND ALL DISPUTES RELATING TO THE ENFORCEMENT, BREACH, TERMINATION, SCOPE OR VALIDITY OF THIS AGREEMENT SHALL BE SUBJECT TO ARBITRATION PURSUANT TO THIS PROVISION.
Any arbitration conducted in accordance with this Agreement shall be governed exclusively by the Federal Arbitration Act. Without limiting the generality of the foregoing, either party may apply to the AAA for temporary or preliminary injunctive relief in accordance with the Rules in order to preserve the status quo or prevent irreparable harm, in which case the hearing on any such application will be held in Sarasota, Florida, or the closest available location thereto. Notwithstanding the foregoing, this provision will not prevent or restrict 800.com from commencing an action in any court of competent jurisdiction for collection of fees or other amounts owed to it hereunder.