Roadtrippers Referral Program Agreement

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“you”, “your”, AND/OR “affiliate”) AND Roadtrippers (“Roadtrippers”, “we”, “our”, AND/OR “us”).

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

Overview

This Agreement together with those other terms presented by Roadtrippers via roadtrippers.firstpromoter.com contains the complete terms and conditions that apply to you becoming an affiliate in Roadtrippers’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website and the Roadtrippers website. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Roadtrippers, and “you,” “your,” and “yours” refer to the affiliate.

Affiliate Obligations

2.1. Apply for enrollment in the Affiliate Program by submitting a complete online application refer.roadtrippers.com. Your application may be approved automatically upon submission by refer.roadtrippers.com. However, we reserve the right to reject your application upon further review, at any time, in our sole discretion.

2.2 , You and your website (including all subpages and subsections, referral links, and associated applications) (“your website”) must at all times comply with applicable laws and regulations and are provided only for the conduct of legitimate and lawful business. You and your website will not:

2.2.1. Promote sexually explicit materials

2.22. Promote violence

2.2.3. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

2.2.4. Promote illegal activities

2.2.5. Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

2.2.6. Be otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

2.2.7. Contain software downloads that potentially enable diversions of commission from other affiliates in our Affiliate Program.

2.3. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which is likely to lead customers to believe you are or are acting on behalf of Roadtrippers or any company or division affiliated with Roadtrippers.

2.4. As a member of Roadtrippers’s Affiliate Program, you will have access to a Roadtrippers Affiliate dashboard through roadtrippersfirstpromoter.com. Here you will be able to review our Affiliate Program’s details and previously-published affiliate announcements, download banner creatives, and copy your affiliate link. In order for us to accurately keep track of all guest visits from your site to ours, you must use your referral link that is located in your Roadtrippers Affiliate dashboard within Firstpromoter.

2.5. You are solely responsible for ensuring your compliance with applicable laws and regulations in respect to your website and for ensuring that you and your website do not infringe or violate the rights of third parties (including copyright, trademark, and other intellectual property rights). You agree to secure all permissions necessary for your website and associated links to ensure compliance with this section. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

Roadtrippers Rights and Obligations

We have the right to monitor your website at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made.

The Parties agree, to the extent permitted by law and their respective privacy policies, to share non-personally identifying information concerning users of Company Website and Roadtrippers’s customers, to the extent such information relates to the subject matter of this Agreement. No Party shall have an obligation to provide the other Party with any identifying information with respect to specific customers.

Term and Termination

4.1 The term of this Agreement begins when Roadtrippers notifies you of its acceptance of your Application and continues until either you or Roadtrippers terminates the Agreement as provided herein. You or Roadtrippers may terminate this Agreement AT ANY TIME, with or without cause, by giving the other party written (including by mail, overnight carrier, fax, or email) notice.

4.2 In the event Roadtrippers terminates this Agreement due to your breach of this Agreement or due to your commission of fraud or abuse in respect to your participation in the Roadtrippers Affiliate Program, Roadtrippers shall not be relieved of any obligation to pay any commissions or other sums related to your breach, fraud, or abuse and you shall immediately repay to Roadtrippers any commissions other sums related to such breach, fraud, or abuse. Further, Roadtrippers shall have the right of setoff against any sums you owe Roadtrippers.

Modification

We may modify any of the terms and conditions of this Agreement, the Affiliate Program, and/or associated rules, procedures or guidelines at any time at our sole discretion. S, you will be notified by email of the modification, which shall be deemed a proposal to amend the Agreement. If the proposed modification is unacceptable to you, you must send written notice of your rejection of the proposed modification to Roadtrippers and immediately terminate your participation in the Affiliate Program. Your continued participation in Roadtrippers’s Affiliate Program and/or your failure to send notice of your rejection following notice of the change will be deemed your acceptance of the modified terms and conditions.

Payment

Roadtrippers uses the Frstpromoter affiliate network, a third party, to handle tracking for website visits and conversions associated with the Affiliate Program.

Roadtrippers will pay earned commissions from qualifying sales of eligible products subject to the terms of this Agreement and the additional commission terms and tracking terms presented by Roadtrippers via roadtrippers.firstpromoter.com. You will be presented, and must accept, the conversion and tracking terms when you sign up to enroll in the Affiliate Program at roadtrippers.firstpromoter.com, Eligible products are solely those identified at roadtrippers.firstpromoter.com and may change from time to time. For the purposes of this Agreement, a qualified sale occurs upon when a valid online sale of an eligible product is processed and payment is received. Subject to Section 5, Roadtrippers reserves the right to change commission structures or tracking terms, or to move affiliates to a different commission structure at any time .

Roadtrippers will pay earned commissions, less any refunds, returns, and other applicable credits, within thirty (30) days of the end of the month in which the commission is earned. Although commissions may be viewed in the firstpromoter.com dashboard, all commissions are subject to review and confirmation by Roadtrippers. Roadtrippers will pay commissions payouts only via PayPal unless separate arrangements have been made.

Access to Affiliate Account Interface

You will create a password so that you may enter firstpromoter’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.

Promotion Restrictions

8.1. You are free to promote your own websites, but naturally any promotion that mentions Roadtrippers could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Roadtrippers. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Roadtrippers so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings and you otherwise comply with applicable law. Also, you may post to newsgroups to promote Roadtrippers so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Roadtrippers and disclose any material connection between you and Roadtrippers. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Roadtrippers Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2 You acknowledge the relationship created by this Agreement would be deemed a “material connection” by the U.S. Federal Trade Commission, and you agree to comply with FTC guidelines and applicable law regarding truthful advertising, including those pertaining to paid endorsers and affiliate marketers. You agree to prominently disclose the material connection when referencing Roadtrippers and its related products and service. You further agree to all statements and depictions made concerning Roadtrippers and its related products and service will be truthful, will not be misleading, and will accurately reflect your experiences.

8.3. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Roadtrippers, Roadtrippers.com and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Roadtrippers Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Roadtrippers’s site (i.e., no page from our site or any Roadtrippers’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Roadtrippers site in IFrames, hidden links and automatic pop ups that open Roadtrippers’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

Grant of Licenses

9.1. Subject to the terms of this Agreement, we grant to you a limited, non-exclusive, non-transferable, revocable right to (i) access our site through HTML links and banner creatives we may provide solely in accordance with the terms of this Agreement and (ii) solely in connection with such links and banner creatives, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. All uses must be of high quality and are subject to Roadtrippers’s approval. You will not use any Licensed Materials in any manner disapproved by Roadtrippers. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Roadtrippers’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Roadtrippers and the goodwill associated therewith will inure to the sole benefit of Roadtrippers.

9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light, provided this provision shall not prevent a party from fairly describing its experience with the other party’s products or services in compliance with applicable truth in advertising laws, regulation, and guidance. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Roadtrippers DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING Roadtrippers SERVICES, WEBSITE, AND THE PRODUCTS OR SERVICES PROVIDED THEREIN OR RELATED THERETO.ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE; OF EARNING POTENTIAL OR OUTCOMES RELATING TO YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3 Your website (including associated links and content) is your own original creation and/or you have all rights necessary to present affiliate links on your website as contemplated by this Agreement without infringing upon the rights of any third parties.

11.4 You further agree that you will not use or post any content, data, or code which is obscene, which violates the rights of others, which may interrupt, impair, or damage any website affiliated with Roadtrippers, any Roadtrippers application, the Roadtrippers Terms of Service and/or or Privacy Policy, this Agreement, or any other terms, guidelines, or policies posted or provided to you in connection with your participation in the Affiliate Program.

11.5. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

11.6 You will comply with all applicable laws, regulations, and Federal Trade Commission guidance, including truth-in-advertising laws and FTC guidance regarding affiliate marketers.

Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL Roadtrippers’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

Indemnification

You hereby agree to indemnify and hold harmless Roadtrippers, and its parent, subsidiary, and affiliates, together with their respective directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the your website (including associated content) and/or trademark(s) infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any breach of a representation,warranty, or covenant made by you herein, and/or (iii) any claim related to your website (including associated content, trademarks, and applications), including, without limitation, content therein not attributable to us.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous

15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Roadtrippers. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Ohio without regard to the conflicts of laws and principles thereof. Any legal actions arising from or relating to this Agreement must be brought in a federal or state court sitting in Hamilton County, Ohio.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement and other terms and conditions referenced herein (including the firstpromoter.com terms and conditions and applicable rules and guidelines) represent the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.