By agreeing to participate in Crushendo’s Affiliate Program (“Program”), you (“Affiliate”) agree with Crushendo, LLC (“Crushendo”) to accept these Terms and Conditions (“Terms”).
1. Referrals. Affiliate agrees to make good faith efforts to generate positive referrals for Company. Company does not control the manner or means of such referral efforts. However, Affiliate represents and warrants that Affiliate’s performance will comply with all applicable laws and ethical restraints, and not breach any third-party agreement to which Affiliate is bound.
2.1. Compensation. Company will compensate Affiliate as follows: 10% of the sale price of any Referral Purchase. “Referral Purchase” means any purchase originating from Affiliate’s unique, Tapfiliate-generated Crushendo.com hyperlink. Compensation for any Referral Purchases that are refunded will be deducted from the next month’s pay.
2.2. Payment. Compensation will be paid through Crushendo’s affiliate network, Tapfiliate.
3. Term; Termination. Either Party can terminate the affiliate relationship under these Terms at any time for any reason. Termination will not affect compensation already earned by Affiliate.
4. Intellectual Property. Nothing in these Terms or about participation in the Program confers intellectual property rights upon Affiliate.
5. Notices. Except as otherwise stated in these Terms, all notices to the Parties shall be sent by email. Notices to Company will be sent to email@example.com. Notices to Affiliate will be sent to the email address linked to Affiliate’s Tapfiliate account. Any notice, request, demand, claim, or other communication under these Terms will be deemed given when sent.
6.1. Confidential Information. Affiliate shall keep in confidence and not disclose to any third party any confidential or proprietary information of Crushendo and its affiliates made known to Affiliate through participation in the Program (the “Information”). The term “Information” includes all confidential or proprietary information of Crushendo, whether discussed or made available before or after participation in the Program, either directly or indirectly, in writing, orally or otherwise, including but not limited to, trade secrets and know-how, research, product plans, products, services, inventions, designs, drawings, marketing, licenses, finances, budgets and other similar business information.
6.2. Safeguard of Confidential Information. Affiliate agrees that, without prior written consent of Crushendo, he will not at any time, whether during or after participation in the Program, use, disseminate, disclose or communicate (either directly or indirectly) Confidential Information to any person or entity, except as required to perform the Services or as authorized by Crushendo. Affiliate will take all necessary precautions to safeguard the confidentiality and proprietary nature of the Information made available to Affiliate or to which Affiliate’s employees, Affiliates or agents, if any, have access.
6.3. Destruction or Return of Confidential Information. Within three days after being so requested by Crushendo, Affiliate shall destroy or return all Information in Affiliate’s possession, as well as all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by Affiliate based upon, containing or otherwise reflecting any Information. This obligation shall extend to any Information existing on Affiliate’s computer or backup system. At the request of Crushendo, Affiliate shall certify in writing the destruction of Information.
7. Indemnification; Limitation of Liability.
7.1. Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party and its affiliates from and against any and all liabilities, losses, damages, claims, demands, suits, actions, deficiencies, penalties, taxes, levies, fines, judgments, settlements, costs and expenses (including legal fees and disbursements) incurred by, borne by or asserted against the indemnified Party by third Parties in any way relating to, arising out of or resulting from the indemnifying Party’s (i) breach of these Terms, (ii) violation of any law, regulation or court order, or (iii) infringement or violation of the rights of any third party.
7.2. LIMITATION OF LIABILITY. EXCEPT AS LIABILITY MAY RELATE TO INDEMNIFICATION FOR THIRD-PARTY CLAIMS AND THE CONFIDENTIALITY OBLIGATIONS CREATED BY THE TERMS, OR CLAIMS FOR A VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT LOSS OR DAMAGE OF ANY KIND AS A RESULT OF PERFORMANCE OR NONPERFORMANCE OF THESE TERMS. IN NO EVENT WILL CRUSHENDO’S LIABILITY FOR ANY DAMAGE, LOSS, OR CAUSE OF ACTION RELATED TO THE PROGRAM, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EXCEED THE ACTUAL DOLLAR AMOUNT OF FEES PAID OR OWED BY COMPANY TO Affiliate UNDER THE TERMS.
8. No Employment, No Partnership, No Joint Venture. Affiliate’s participation in the Program does not create an employer-employee, common law employee, principal-agent, partner, joint venture, or similar arrangement between Affiliate (or any Party related in any way to Affiliate) and Crushendo. Each Party acknowledges that it does not have the authority to sign contracts on behalf of the other. These Terms are not for the benefit of any third party and shall not be deemed to give any right or remedy to any such Party, whether referred to herein or not.
9. Taxes. Affiliate acknowledges and agrees that Affiliate is solely responsible for any federal, state or local employment and other taxes owed on any amounts paid by Crushendo for the referrals under these Terms. Affiliate agrees to indemnify Crushendo for all such tax liability, including any related interest and penalties. Additionally, Affiliate shall honor any tax-exempt certificates provided by Crushendo.
10. No Construction Against Drafter. No provision of these Terms should be construed by any court or other judicial authority against either Party by reason of such Party being deemed to have drafted or structured such provision.
11. Miscellaneous. These Terms are governed by and construed in accordance with the laws of the State of Utah without regard to the conflict of laws provisions thereof. The Parties hereby consent to the exclusive jurisdiction of any State or Federal court empowered to enforce these Terms in Utah County, State of Utah, and the Parties waive any objection thereto based on personal jurisdiction or venue. These Terms embody the Parties’ entire understanding of the subject matter, and there are no further agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof. No partial invalidity of these Terms shall affect the remainder. Affiliate may not assign participation in the Program to another Party without the express written consent of Crushendo. The title headings contained in these Terms are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. The failure to enforce any provision of these Terms does not constitute a waiver of said provision nor any other provision or any remedies encompassed herein.