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This Agreement contains the complete terms and conditions that apply to an individual's or entity's
participation in the Vault Affiliate Program (the "Program"). As used in this Agreement, "we"
means Vault, Inc., and "you" means the applicant. "Site" means a World Wide Web site and,
depending on the context, refers either to Vault's site located at the URL www.vault.com,
or to the site that you will link to our site (and which you will identify in your Program application).
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1.
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Enrollment in the Program To begin the enrollment process, you will submit a complete Program application via the
Commission Junction site. We will evaluate your application in good faith and will notify you of your acceptance
or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for
the Program. Unsuitable sites include those that: Promote sexually explicit materials ; Promote violence;
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; Promote
illegal activities; Include "vault" or variations or misspellings thereof in their domain names; Otherwise violate
intellectual property rights. If we reject your application, you are welcome to reapply to the Program at any time.
You should also note that if we accept your application and your site is thereafter determined (at our sole discretion)
to be unsuitable for the Program, we may terminate this Agreement.
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2.
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Links on Your Site Once you have been notified that your site has been accepted into the Program, you may
provide on your site one or more links to our site. Via Commission Junction, we will provide you with guidelines
and graphical artwork to use in linking to our site. To permit accurate tracking, reporting, and referral fee accrual,
via Commission Junction we will provide you with special "tagged" link formats to be used in all links between
your site and our site. You must ensure that each of the links between your site and our site properly utilizes
such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly
special link formats are referred to as "Special Links." You will only earn referral fees with respect to activity on
our site occurring directly through Special Links: we will not be liable to you with respect to any failure by you to use
Special Links, including to the extent that such failure may result in any reduction of amounts which would
otherwise be paid to you pursuant to this Agreement.
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3.
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Order Processing We will process membership applications placed by customers who follow special links
from your site to our site. We reserve the right to reject members that do not comply with any requirements
that we periodically may establish. We will be responsible for all aspects of member processing and fulfillment.
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4.
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Referral Fees We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain membership
referrals. For a membership referral to be eligible to earn a referral fee, the customer must follow a Special Link
from your site to our site and join Vault.com's membership program. Each member must be a unique individual.
In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive
(including, without limitation, payment of money (including any rebate), or granting of any discount or other
benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards"
program for persons or entities who use Special Links on your site to access our site); or (b) post any
Special Links on any Web site or other platform that is accessible through any Internet Access
Appliance. If we determine, in our sole discretion, that you have offered any person or entity any such
consideration or incentive, or posted Special Links on any such Web site or platform, we may (without limiting
any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this
Agreement and/or terminate this Agreement.
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5.
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Referral Fee Schedule You will earn referral fees based on qualifying revenues according to referral fee
schedules to be established by Commission Junction. Please review their Affiliate Service Agreement for details.
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6.
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Referral Fee Payment You will be paid referral fees on a schedule to be established by Commission Junction.
Please review their Affiliate Service Agreement for details.
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7.
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Policies and Pricing Customers who become members through this Program will be deemed to be members of
Vault. Accordingly, all Vault rules, policies, and operating procedures will apply to those customers.
We may change our policies and operating procedures at any time.
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8.
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Identifying Yourself as an Affiliate You may not make any press release with respect to this Agreement or your
participation in the Program without our prior written consent, which may be given or withheld in our sole
discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and
you, or express or imply any relationship or affiliation between us and you or any other person or entity except
as expressly permitted by this Agreement (including by expressing or implying that Vault supports,
sponsors, endorses or contributes money to any charity or other cause).
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9.
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Limited License We grant you a nonexclusive, revocable right to use the graphic images available on
Commission Junction solely for the purpose of identifying your site as a Program participant and to assist in
generating membership referrals. You may not modify the graphic images, or any other of our images, in
any way. We reserve all of our rights in the graphic images, any other images, our trade names and trademarks,
and all other intellectual property rights. You agree to follow our trademark guidelines , as those guidelines may
change from time to time. We may revoke your license at any time by giving you written notice.
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10.
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Responsibility for Your Site You will be solely responsible for the development, operation, and maintenance
of your site and for all materials that appear on your site. For example, you will be solely responsible for:
The technical operation of your site and all related equipment; Creating and posting descriptions of Vault on
your site and linking those descriptions to our site; The accuracy and appropriateness of materials posted on
your site (including, among other things, all membership-related materials); Ensuring that materials posted
on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights,
trademarks, privacy, or other personal or proprietary rights); Ensuring that materials posted on your site are
not libelous or otherwise illegal We disclaim all liability for these matters. Further, you will indemnify and
hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees)
relating to the development, operation, maintenance, and contents of your site.
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11.
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Term of the Agreement The term of this Agreement will begin upon our acceptance of your Program
application and will end when terminated by either party. Either you or we may terminate this Agreement
at any time, with or without cause, by giving the other party written notice of termination. Upon the
termination of this Agreement for any reason, you will immediately cease use of, and remove from your site,
all links to our site, and all Vault trademarks, trade dress and logos, and all other materials provided
by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible
to earn referral fees occurring during the term. We may require that Commission Junction withhold your final
payment for a reasonable time to ensure that the correct amount is paid.
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12.
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Modification We may modify any of the terms and conditions contained in this Agreement, at any time
and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications
may include, for example, changes in the scope of available referral fees, referral fee schedules,
payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU,
YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION
IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT
ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
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Relationship of Parties You and we are independent contractors, and nothing in this Agreement
will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship
between the parties. 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 otherwise, that reasonably would contradict
anything in this Section.
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14.
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Limitation of Liability We will not be liable for indirect, special, or consequential damages
(or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program,
even if we have been advised of the possibility of such damages. Further, our aggregate liability
arising with respect to this Agreement and the Program will not exceed the total referral fees
paid or payable to you under this Agreement.
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Disclaimers We make no express or implied warranties or representations with respect to the
Program or any products sold through the Program (including, without limitation,
warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a
course of performance, dealing, or trade usage). In addition, we make no representation that
the operation of our site will be uninterrupted or error-free, and we will not be liable for the
consequences of any interruptions or errors.
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16.
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Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT
AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY
TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY
DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT
ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY
EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT
RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS
SET FORTH IN THIS AGREEMENT.
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17.
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Miscellaneous This Agreement will be governed by the laws of the United States and the state of
New York, 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 New York, New York, and you irrevocably
consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of
law or otherwise, without our prior written consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of, and enforceable against the parties and their respective
successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement
will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
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