| Affiliate Terms of Use |
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Affiliates Terms of Use This Agreement (the “Agreement”) contains the terms and conditions that apply to your participation in the Metromom Affiliate Program (the “Program”). Metromom LLC is referred to herein as “Metromom,” “we,” “us,” “our,” or other similar pronouns. As used herein, the term “Site,” means a U.S.-based World Wide Web site and, depending on the context, refers either to the Metromom site or to the site from which you will link to Metromom’s Site pursuant to this Agreement.
By signing up to participate as an Affiliate with the Program, you agree to the following terms and conditions contained in this Agreement, as well as the Metromom Web Site Terms of Use, which is incorporated herein by this reference, and which governs your access to and use of the Metromom Site in general.
1. Term & Termination. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party in accordance with this Agreement. You may terminate this Agreement and your Program account at any time by cancelling your account on the Site or by sending an e-mail to us at This e-mail address is being protected from spambots. You need JavaScript enabled to view it . We may terminate this Agreement and your Program account at any time, with or without cause, including (for example, without limitation) if you violate this Agreement or our Web Site Terms of Use, or for any other reason, in our sole discretion.
Upon termination of this Agreement for any reason, the license granted herein and all other rights and licenses granted hereunder (with the exception of our payment obligations to you which shall survive as set forth in Section 5) shall immediately terminate and you shall immediately: (a) cease any and all use and publication of the Banner Ad(s) and use of the Tell-A-Friend feature hereunder; (b) remove and erase any and all other content of ours, if any, from your Site(s); and (c) deliver to us all copies of the Banner Ad(s) and any other content or materials provided by or obtained from or through us in your possession or control.
You are only eligible to earn referral fees on sales of Qualifying Memberships (as defined in Section 5 below) originating during the term of your participation in the Program, and only if the related orders for membership to The Metromom GET IT DONE Circle (hereinafter a “Membership”) are not canceled or rescinded and if payment for such Membership orders is not charged back. We may withhold any payment for a reasonable time to ensure that the correct amount is paid.
2. Banner Ads & “Tell-A-Friend” Messaging. As an Affiliate, you may earn referral fees (in accordance with Section 5 below) by incorporating into your Site(s) a banner advertisement provided by Metromom (“Banner Ad”), which Banner Ad(s) will link to the home page or another page of the Metromom Site as specified by Metromom and in accordance with any specifications or guidelines that we communicate to you from time to time. At any time, we may replace the Banner Ad(s) to be published on your Site(s) by making available on the Metromom site or by otherwise providing to you a replacement Banner Ad, and we may require that you use only such replacement Banner Ad thereafter. In no event may you revise, edit or alter the Banner Ad(s) in any manner.
Additionally, as an Affiliate, you may earn referral fees (in accordance with Section 5 below) by using the Tell-A-Friend feature available on the Metromom Site in accordance with this Program and this Agreement as well as any specifications or guidelines that we communicate to you from time to time. You may use such Tell-A-Friend feature to send messages to friends or colleagues about the Metromom Site and The Metromom GET IT DONE Circle, and, in order to earn referral fees as part of this Program, you must embed or otherwise include your Affiliate number (which is given to you when you register to become an Affiliate) in the message in accordance with any instructions provided to you by Metromom or on the Metromom Site from time to time.
3. Prohibited Promotional Conduct Other than posting the Banner Ad(s) on your Site(s), and other than sending messages through the Tell-A-Friend feature through this Program and in accordance with this Agreement, you may not publish, disseminate or otherwise transmit to any individual or entity, including without limitation via e-mail, text message, instant message or other direct or “push” messaging technology, any promotional message or advertisement that promotes or includes any promotional content relating to Metromom’s Site or any of its services, or which includes any Metromom logos, trademarks or branding, other than the Tell-A-Friend feature on our Site. You understand and agree that if you choose to use the Tell-A-Friend feature outside of this Program and not in accordance with this Agreement to promote Metromom, you will not receive any referral fees or any other payment for such promotion.
4. Order Processing We will process, authenticate and, at our discretion, complete registrations for Memberships placed by individuals who follow the Banner Ad(s) from your Site(s) or your Tell-A-Friend e-mails to the Metromom Site. We also reserve the right, in our sole discretion, to reject any requests for Membership. We will track sales made to individuals who purchase Memberships using the Banner Ad(s) from your Site(s) or using your Tell-A-Friend message(s) to our Site. You agree that we shall own all information collected from such individuals on our Site or otherwise relating to their Memberships, and you shall have no rights whatsoever to such information. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Banner Ad(s) between your Site and our Site are properly formatted and functioning and that your Affiliate number is included in your Tell-A-Friend message(s).
5. Referral Fees We will pay you referral fees equal to fifty percent (50%) of the monthly Membership fees received from each individual that you refer to the Metromom Site via the Banner Ad(s) or the Tell-A-Friend feature through this Program and that has purchased a Qualifying Membership. For GET IT DONE Circle Memberships, such referral fees will be paid to you for as long as such individuals’ are members of Metromom.
For a Membership sale to generate a referral fee, the purchaser must: (i) follow a Banner Ad (in the format specified by Metromom, and in accordance with this Agreement) from your Site to the Metromom Site, or follow a link to the Metromom Site from a Tell-A-Friend message that you have sent through this Program and in accordance with this Agreement; (ii) after coming to the Metromom Site using a Banner Ad from your Site or using a Tell-A-Friend message that you have sent through this Program, and before leaving the Metromom Site, purchase a new Membership; and (iii) remit full payment to us. We will not, however, pay referral fees on any Memberships purchased by a purchaser after the purchaser has left the Metromom Site and reentered the Metromom Site (other than through a Banner Ad from your Site or through a Tell-A-Friend message that you have sent through this Program), even if the purchaser previously followed a Banner Ad from your Site to our Site or followed one of the Tell-A-Friend messages you have sent through this Program. The Program is intended for commercial use only, and you may not purchase Memberships through the Program for your own use or for you to give or sell to others. Such purchases may result, in our sole discretion, in the withholding of referral fees and/or the termination of this Agreement. Memberships that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as “Qualifying Memberships.”
6. Fee Payment We will pay you referral fees on a monthly basis; provided, however, that there will be no referral fees payable to you for any month in which Membership fees are not charged to or received from the member. For example, the first months of some Memberships are provided to members free of charge. In order to receive payments of referral fees due to you hereunder, you will need to establish a PayPal account (if you do not already have one). At the end of each month, we will make payments into your PayPal account equal to the referral fees earned on the Qualifying Memberships that were purchased during that month, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar month are less than fifty dollars (US$50.00), we will hold those fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated. If a Membership fee is refunded, we will deduct the corresponding fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the fee, which bill shall be paid immediately by you.
7. Policies and Pricing Individuals who buy Memberships through this Program will be deemed to be members of The Metromom GET IT DONE Circle. Accordingly, all Metromom rules, policies, and operating procedures concerning orders, service, and product sales will apply to those individuals. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Memberships in accordance with our own pricing policies. Membership prices and availability may vary from time to time. Additionally, any personalized information that you provide to us or that we may collect from you during the term of your participation in the Program will be treated by us in accordance with our Privacy Policy, which is incorporated herein by this reference for all purposes.
8. Limited License We grant you a nonexclusive, non-transferable, revocable and limited right and license to use and publish the Banner Ad(s) provided by Metromom hereunder on your U.S.-based Site(s), and to use and disseminate messages through the Tell-A-Friend feature on our Site through the Program and in accordance with this Agreement, solely for the purpose of assisting in generating Membership sales on the Metromom Site. You acknowledge and agree that the Banner Ads and the Tell-A-Friend feature and messages, and all rights, title and interest therein or appurtenant thereto, including without limitation, any and all copyrights and trademark rights, are and shall remain the sole and exclusive property of Metromom and, except as expressly permitted in this Agreement, you shall have no rights to, and shall not, reproduce, display, sublicense, distribute, alter, transfer or otherwise use the Banner Ads or the Tell-A-Friend feature or messages, or any derivative works thereof, without the prior written approval of Metromom. Additionally, in no event shall you insert your own or a third party’s advertising, branding or other promotional content into the Banner Ad(s), the Tell-A-Friend feature or messages sent therethrough, or the Metromom Site. All rights with respect to the Banner Ads and the Tell-A-Friend feature or messages sent therethrough (and any portions, reproductions, derivative works or modifications thereof), whether now existing or which may hereafter come into existence, which are not expressly granted to you herein, are reserved solely and exclusively for Metromom.
9. Responsibility for Your Site(s) You shall be solely responsible for the development, operation, and maintenance of your Site(s) on which our Banner Ads are published pursuant to this Agreement and for all materials that appear on such Site(s). For example, you will be solely responsible for: the technical operation of your Site(s) and all related equipment;
We disclaim all responsibility and liability for these matters.
10. Representations & Warranties In addition to any representations and warranties that may be set forth elsewhere in this Agreement or in the Web Site Terms of Use (to which you are also subject), you hereby represent and warrant that your Site and your display and publication of Banner Ad(s) on your Site(s) and your use of and dissemination of messages through the Tell-A-Friend feature pursuant to this Agreement shall comply in all respects with all consumer protection laws, and all other applicable laws, rules, regulations, industry standards, policies and contracts of which you are a party.
11. Indemnification You shall indemnify, defend and hold harmless Metromom, its affiliates and subsidiaries, and its and their directors, officers, employees and agents, from and against any and all claims, demands, causes of action, debt, suits, liabilities, judgments, and expenses, including reasonable attorneys’ fees and legal costs, arising from, attributable to or relating to this Agreement or your Site(s) or any portion thereof (with the sole exception of the Banner Ad in the unmodified form in which it is provided by Metromom), your publication of the Banner Ad(s) or use of and dissemination of messages through the Tell-A-Friend feature through this Program, or use of the license granted herein in violation of this Agreement, your unauthorized use of any of our content or branding, or a breach of your representations, warranties or obligations hereunder. Metromom reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Metromom’s defense of such claim.
12. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, and in such event, we will post a change notice or a new agreement on our Site and will notifying you of any such material changes via e-mail. Modifications may include, for example, changes in the scope of available referral fees, 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 AND NOTIFICATION TO YOU OF MATERIAL CHANGES VIA E-MAIL WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. 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 have no authority to make or accept any offers or representations on our behalf. You shall not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section.
14. Limitation of Liability WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL 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 PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD PRECEDING THE DATE OF THE EVENT FORM WHICH YOUR FIRST CLAIM FIRST AROSE.
15. Disclaimers WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE, 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.
16. 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.
17. Miscellaneous This Agreement will be governed by the laws of the United States and the state of Connecticut, 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 Haven County, Connecticut, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without our prior written consent in each instance. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective permitted 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. If an organization is the affiliate hereunder, then the individual signing up to participate in the Program represents that he or she is duly authorized to enter into this Agreement on behalf of that organization. |