LifeFiles.com - Helping Families Connect, Communicate & Remember






















AFFILIATE PROGRAM

This Agreement contains all the terms and conditions that apply to participation in the LifeFiles.com, Inc. Affiliate Program (the "Program").

"LifeFiles" means LifeFiles.com, Inc., a Florida corporation with offices at 2701 West Oakland Park Blvd. Suite 400, Fort Lauderdale, Florida 33311.

"Affiliate" means Affiliate Program Applicant.

General Disclaimer

LifeFiles is not responsible or liable in any way for Affiliate's site, the accuracy and legality of its content, its operation or its link to LifeFiles. Affiliate has independently evaluated the desirability of participating in the LifeFiles Affiliate Program and is not relying on any representation, guarantee or statement other than as may be expressly stated in this Agreement. This Affiliate Program and LifeFiles are provided "as is" and use of LifeFiles is subject to the user terms and conditions on the site.

Enrollment in the Program

LifeFiles retains the right to accept or deny potential Affiliates requesting participation in the LifeFiles Affiliate Program based solely on its own determination. Web Sites containing and/or promoting any of the Content Restrictions listed below are unsuitable for participation in the LifeFiles Affiliate Program:

  • discrimination based on race, sex, religion, nationality, sexual orientation, or age
  • violence
  • illegal activities
  • violation of intellectual property rights
  • defamation of any type or nature

Promoting LifeFiles on Affiliate's Site

Affiliate will promote LifeFiles on various buttons, banners, and/or text links from one or more places in Affiliate's site at all times during this Agreement. LifeFiles will provide all banners, buttons, text and artwork ("Creative Content") and will specify the corresponding URL Links ("Links") for each location. Affiliate will be responsible for the placement of these Links in its site. Affiliate may not alter Creative Content or create additional promotional elements without express written permission from LifeFiles.

Reporting

LifeFiles will monitor traffic and Affiliate Fee data resulting from individuals using Links from Affiliate's site to LifeFiles.com and will make available to Affiliate unaudited reports. The form, content, and frequency of the reports may vary from time to time in LifeFiles discretion. To permit accurate monitoring, reporting, and fee accrual, Affiliate must ensure that the Links between Affiliate's site and LifeFiles.com are properly formatted per specifications provided by LifeFiles.

Affiliate Fee Payment

LifeFiles will pay Affiliate an Affiliate Fee ("Affiliate Fee") equal to seventeen percent of the retail sales price of a LifeLegacy, as a bounty solely for the sale of each LifeLegacy to traffic generated from Affiliate's link-generated session. For example, if the retail sales price of the LifeLegacy $295, the bounty would be $50.15, rounded down to $50. The bounty will be paid only with respect to LifeLegacy sales made during the period when this Affiliate Agreement is in place. The retail price of a LifeLegacy and the Affiliate Fee are subject to change at any time at LifeFiles' sole discretion. Payments will be calculated on a monthly basis.

Due to the additional time necessary for accounting and printing of statements and checks, approximately forty (40) days following the end of each calendar month, LifeFiles will send Affiliate a check for the sum of any Affiliate Fees earned. If Affiliate is terminated from the Program for breach of this Agreement or due to fraud or potential fraud, no outstanding fees owed to Affiliate will be paid. LifeFiles reserves the right to audit an Affiliate, Affiliates links, and LifeLegacies sold through such Affiliate and/or links at any time and as a result of such audit, make a determination as to actual fees earned by an Affiliate as a result of new legitimate LifeLegacies created.

Fraud

Fraud, as it is referred to in this Agreement, is defined to include, but is not limited to, the following:

  • Using the LifeFiles Affiliate Program to provide access to private Web sites and servers.
  • Using the LifeFiles Affiliate Program as a way to provide compensation for services offered, such as technical support.
  • Violation of the specified Content Restrictions within the Affiliate's site.
  • Any other activity that does not support the LifeFiles Affiliate Program goal of enabling people to either connect, communicate, remember and memorialize a loved one who has been lost or the use by individuals of the LifeLegacy as a "life planning / legacy creation" tool.

If Affiliate's site violates any of the Program guidelines or policies, or is responsible in any way for fraudulent Affiliate sites, this Agreement will be immediately terminated without notice and Affiliate will not receive any unpaid Affiliate Fees. Affiliate may be required to repay all funds received from LifeFiles related to fraudulent or potentially fraudulent Affiliate sites and may be subject to additional penalties or charges. LifeFiles will prosecute to the fullest extent of the law.

LifeFiles has the right in its sole discretion to monitor Affiliate's site at any time and from time to time to determine if Affiliate is in compliance with the terms of this Agreement.

Limited License

For the duration of this Agreement, LifeFiles grants Affiliate a non-exclusive, non-transferable, revocable right to use and display the Creative Content provided by LifeFiles for Links, which may include LifeFiles' logos, trade names, trademarks and similar identifying material (collectively "Licensed Materials"), solely for the purpose of promoting LifeFiles and/or related products and services on Affiliate's site. Any use of the Licensed Materials by Affiliate must comply with any reasonable usage guidelines communicated by LifeFiles to Affiliate from time to time. Nothing contained in this Agreement will give Affiliate any right, title or interest in or to the Licensed Materials or the goodwill affiliated therewith, except for the limited usage rights expressly provided above. Affiliate acknowledges and agrees that, as between LifeFiles and Affiliate, LifeFiles is the sole owner of all rights in and to the Licensed Materials.

Affiliate may not alter, modify or change the Licensed Materials in any way. Affiliate is only entitled to use the Licensed Materials to the extent it is a member, in good standing, of the Program. LifeFiles reserves all rights in the Licensed Materials including icon, the message, any other images, trade names and trademarks, and all other intellectual property rights. LifeFiles may revoke this license at any time. Affiliate agrees not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays LifeFiles and/or related products in a negative light.

Publicity

Affiliate shall not create, publish, distribute, or permit any written material that makes reference to LifeFiles without first submitting such material to LifeFiles and receiving written consent.

Responsibility for Affiliate Site

Affiliate is solely responsible for the development, operation, and maintenance of Affiliate's site and for all materials that appear on Affiliate's site. For example, Affiliate will be solely responsible for: the technical operation of Affiliate's site and all related equipment; posting Creative Content and Links on Affiliate's site; the accuracy and appropriateness of materials posted on Affiliate's site; ensuring that materials posted on Affiliate's site do not violate or infringe upon the rights of any third party or the Content Restrictions (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); and ensuring that materials posted on Affiliate's site are not libelous or otherwise illegal. LifeFiles hereby disclaims all liability for these matters.

Term of the Agreement

The term of this Agreement will begin upon Affiliate's acceptance of the LifeFiles Affiliate Program and will end when terminated by either party. Either LifeFiles or Affiliate may terminate this Agreement at any time, with or without cause. Affiliate Fees will only be earned during the period when the Affiliate Agreement is in force.

LifeFiles retains the right to modify the terms and conditions of this Agreement at any time, however, changes will not be retroactive. If any modification is unacceptable, Affiliate's sole recourse will be termination of its participation in the LifeFiles Affiliate Program. Continued participation will constitute acceptance of the modifications.

Termination

If Affiliate's site violates any of the Program guidelines or policies, this Agreement will be immediately and automatically terminated without notice.

Obligations Upon Termination

Upon termination of this Agreement, Affiliate will permanently remove all Links to LifeFiles.com.

Modification

LifeFiles may modify any of the terms and conditions contained in this Agreement, at any time and in LifeFiles' sole discretion, by posting a change notice or a new agreement on LifeFiles.com.

LifeFiles will make a reasonable attempt to notify Affiliate via electronic mail of such modification(s), but cannot guarantee success of such notification. Modifications may include, for example, changes in the scope of available Affiliate Fee, fee schedules, payment procedures, and Program rules.

IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, AFFILIATE'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING LIFEFILES' POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON LIFEFILES.COM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties

LifeFiles and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make representations on LifeFiles' behalf. Affiliate will not make any statement, whether on Affiliate's site or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents.

Limitation of Liability

LifeFiles will not be liable for any indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if LifeFiles has been advised of the possibility of such damages. Further, LifeFiles' aggregate liability arising with respect to this Agreement and the Program will not exceed the total fees paid or payable to Affiliate under to this Agreement.

Disclaimers

AFFILIATE ACKNOWLEDGES AND AGREES THAT LIFEFILES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO LIFEFILES', OPERATION OF LIFEFILES.COM, OR THE ACCURACY OF ANY INFORMATION DELIVERED HEREUNDER, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENTS, WHETHER ARISING BY LAW, CUSTOM OR CONDUCT. LIFEFILES SHALL NOT HAVE ANY LIABILITY TO AFFILIATE, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE OR TO ANY OTHER PERSON. IN ADDITION, LIFEFILES MAKES NO REPRESENTATION THAT OPERATION OF LIFEFILES.COM WILL BE UNINTERRUPTED OR ERROR-FREE, AND LIFEFILES WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties

Affiliate hereby represents and warrants to LifeFiles that this Agreement has been duly and validly executed and delivered by Affiliate and constitutes a legal, valid and binding obligation, enforceable against Affiliate in accordance with its terms; and that the execution, delivery and performance by Affiliate of this Agreement are within Affiliate's legal capacity and power, has been duly authorized by all requisite action on Affiliate's part, requires the approval or consent of no other persons, and neither violates nor constitutes a default under (i) the provision of any law, rule, regulation, order, judgment or decree to which Affiliate is subject or which is binding upon Affiliate, or (ii) the terms of any other agreement, document or instrument applicable to Affiliate or binding upon Affiliate.

Confidentiality

LifeFiles may disclose to Affiliate certain information as a result of Affiliate's participation in the Program, which information LifeFiles considers to be confidential ("Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Program Agreement made specifically for Affiliate's site and not generally available to other members of the Program. Confidential Information shall also include any information that LifeFiles designates as confidential during the term of this Agreement.

Affiliate agrees not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Affiliate 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 or if same is required by law or legal process.

Confidential Information does not include information, technical data or know-how which (i) is in the possession of the Affiliate at the time of disclosure as shown by the Affiliate's written files and records immediately prior to the time of disclosure, (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature other than as a result of any improper inaction or action of Affiliate or any other party, or (iii) is required to be disclosed by applicable law or proper legal, governmental or other competent authority (provided that the party making the disclosure shall be notified sufficiently in advance of such requirement so that it may seek a protective order or equivalent with respect to such disclosure, which the other party shall fully comply with).

Indemnification

Affiliate hereby agrees to indemnify, defend and hold harmless LifeFiles, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including reasonable attorney's fees and costs) of any nature whatsoever incurred or suffered by LifeFiles (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of any representation or warranty made by Affiliate herein; or (ii) or any claim related to Affiliate Site.

Independent Investigation

AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT LIFEFILES MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT AND FROM COMPETITORS OF AFFILIATE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Waiver

The parties acknowledge and agree that submission of application and acceptance of that application will be completed either online or by electronic mail. Parties waive their rights to a written and signed copy of this Agreement.

Notice

Affiliate can give written notice by mail to LifeFiles as follows: Attn: Affiliate Program Manager, LifeFiles.com, Inc., 2701 West Oakland Park Boulevard, Suite 400, Fort Lauderdale, FL 33311.

Arbitration

Except actions for injunctive relief which may be brought in a court of competent jurisdiction at any time, the parties agree that all disputes or controversies arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement shall be submitted to a single arbitrator conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association in a proceeding in Fort Lauderdale, Florida. The demand for arbitration shall be filed within a reasonable time after the controversy or claim has arisen.

Miscellaneous

By setting up an affiliate account with LifeFiles, Affiliate acknowledges that it has read and agrees to be bound by the terms and conditions of this Agreement. The laws of the United States and the State of Florida govern this Agreement, 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 Broward County, Florida and Affiliate irrevocably consents to the jurisdiction of such courts. Affiliate may not assign this Agreement, by operation of law or otherwise, without LifeFiles' prior written consent.

Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. LifeFiles' failure to enforce Affiliate's strict performance of any provision of this Agreement does not constitute a waiver of LifeFiles' right to subsequently enforce such provision or any other provision of this Agreement.

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