Affiliate Marketing Agreement
This Affiliate Marketing Agreement (the “Agreement”) is entered into by and between Tdooz, Inc., a Delaware corporation (“Tdooz”), and the party creating the account with Tdooz (“Affiliate,” and together with Tdooz, the “Parties,” and each, a “Party”).
WHEREAS, Tdooz is in the business of procuring home maintenance services for third parties by way of its software platform and applications (the “Platform”); and
WHEREAS, Affiliate desires to promote Tdooz’s products to potential users of the Platform, and Tdooz desires for Affiliate to do the same.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


Definitions.



“Affiliate’s Site” means Affiliate’s website, social media accounts and/or user-generated content, and/or online software application, as may be applicable.


“Tdooz Site” means www.Tdooz.com or any application created by Tdooz incorporating the Platform. 


“Tdooz Trademarks” means Tdooz’s name, logos, and any other Tdooz trademark, trade name, service mark, or similar identifier. 



Representations and Warranties


Affiliate represents and warrants to Tdooz that all information submitted by Affiliate is accurate and truthful, and Affiliate will maintain the accuracy of such information. To be eligible for the Commission (defined below), Affiliate must create an account using the Tdooz Site. In connection with the creation of its account, Affiliate represents and warrants to Tdooz that (i) all registration information submitted by Affiliate is accurate and truthful, and Affiliate will maintain the accuracy of such information; and (ii) Affiliate is legally permitted to enter into this Agreement. 


QR Codes



Tdooz will provide Affiliate one or more exclusive QR codes (each, a “Code”) that, subject to the terms and conditions of this Agreement, Affiliate may distribute and/or display on Affiliate’s Site as Affiliate chooses. A Code shall be used for identifying Tdooz customers referred by Affiliate when customers create an account, including but not limited to invitation codes. Affiliate shall not modify Codes in any way, and Tdooz will not be responsible for errors that occur in the tracking of transactions if Affiliate has made or caused any such modification.


Affiliate shall only use Codes approved and provided by Tdooz. Tdooz may at any time, without prior notice, inactive or require Affiliate to stop using a Code.


Affiliate acknowledges and agrees that, by placing a Code on Affiliate’s Site, Tdooz may receive information from or about visitors to Affiliate’s Site or communications between Affiliate’s Site and those visitors. Affiliate specifically and unconditionally consents and authorizes Tdooz to access, receive, store, use, and disclose any and all such information, consistent with the policies and procedures set forth in Tdooz’s Privacy Policy. 



Affiliate’s Obligations.



Affiliate shall comply at all times with all federal, state, provincial and foreign laws, statutes, ordinances, rules, regulations, orders, judgments and decrees applicable to Affiliate, Affiliate’s Sites, Affiliate’s business, and Affiliate’s performance of its obligations and exercise of its rights under this Agreement. In addition, Affiliate shall not: 



Disparage Tdooz or otherwise portray Tdooz in a negative light;


Use the name “Tdooz,” or any variation thereof, in any manner not expressly authorized by this Agreement;


Use or otherwise incorporate the words “Tdooz” or variations or misspellings thereof in the domain names of Affiliate’s Site, on any meta tags of Web pages comprising Affiliate’s Site, in hidden text or source code, or in searchable keywords;


Engineer Affiliate’s Site in such a manner that pulls or diverts internet traffic away from the Tdooz Site;


Attempt to modify or alter Affiliate’s Site or any Site with which Tdooz is affiliated in any way;


Make any representations, either express or implied, or create an appearance, that a visitor to Affiliate’s Site is visiting the Tdooz Site (for example, “framing” the Tdooz Site), without Tdooz’s express prior written approval;


“Scrape” or “spider” any Tdooz Site for content (such as images, logos or text), or otherwise copy or use content from any Tdooz Site;


Generate or send any email, SMS, or other messages (i) using or containing any Tdooz Trademark or any variation thereof, or (ii) featuring any Tdooz product, without Tdooz’s express prior written permission;


Forward, redistribute, or otherwise repurpose any communications or newsletters that Tdooz sends to its affiliates or customers;


Generate or send any unsolicited email (spam); or


Create, link to or host any type of shopping cart between the Tdooz Site and Affiliate’s Site.



Without limiting Section 4.1, Affiliate shall not upload, post, submit, or otherwise distribute or facilitate distribution of any improper or unlawful content or communications in connection with a Link, Code or this Agreement, including but not limited to content that:



Infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any third party;


Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane;


Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of Tdooz or any third party; or


Violates the privacy of any third party.



Tdooz has the right, in its sole and absolute discretion, to monitor Affiliate’s Site at any time to determine whether Affiliate is in compliance with this Section 4 and the other the terms of this Agreement, and Affiliate agrees to provide Tdooz with unrestricted access to Affiliate’s Site for that purpose.



Transactions.


Tdooz will process transactions placed on the Tdooz Site by customers using Affiliate’s Code. Tdooz reserves the right to reject transactions that do not comply with any reasonable requirements that Tdooz may establish. Tdooz will be responsible for all aspects of processing and fulfilling such transactions. 


Qualified Transactions.



Tdooz will pay Commissions (as defined below) to Affiliate for all sales of Tdooz products through Qualified Transactions. A “Qualifying Transactions” means one or more transactions whereby a customer (i) uses Affiliate’s Code to create an account; (ii) purchases one or more services in the aggregate amount of five-hundred dollars ($500) or greater during the term of this Agreement; (iii) makes full payment to Tdooz for such services, and (iv) does not cancel the purchase, receive a refund, or otherwise stop payment (e.g., chargeback) on or before the Earning Date (defined below).


Tdooz will not pay Commissions for transactions that Tdooz determines, in its sole discretion, are fraudulent or otherwise in violation of this Agreement or any other policies of Tdooz. For avoidance of doubt, Affiliate’s right to receive Commissions is contingent on Tdooz’s receipt of payment, and Tdooz will not pay Commissions for transactions that are canceled or refunded, or for which payment is otherwise not received.


Transactions shall not be Qualifying Transactions if they are made by (a) Affiliate, or (b) any party that has previously purchased services through the Platform, or (c) any party that has previously purchased services through the Platform using a Code from a different affiliate.


Affiliate acknowledges that Tdooz may not be able to track a customer’s use of Affiliate’s Code as a result of such customer’s device and browser privacy settings, including but not limited to settings that block cookies and similar tracking technologies. Tdooz will not pay or be liable to Affiliate for Commissions arising out of sales that Tdooz is unable to track as a result of such settings. 



Commissions.



Tdooz will pay to Affiliate a one-time commission (“Commission”) in the amount of fifty dollars ($50) for each customer that purchases services from the Platform resulting in Qualifying Transactions. For purposes of clarity, in no event will Affiliate be paid more than the one-time Commission of fifty dollars ($50) with respect to any customer of Tdooz using Affiliate’s Code regardless of the total amount of services purchased by such customer. 


Commissions shall be deemed earned on the last day of the month that directly follows the month in which the requirements for Qualifying Transactions have been satisfied (“Earning Date”). On the Earning Date, Tdooz will pay Affiliate all Commissions earned by Affiliate in the preceding month, less any taxes that Tdooz is required by law to withhold, using the payment information provided by Affiliate. All Commissions will be paid in US dollars.  


TDOOZ DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY AMOUNT OF COMMISSIONS UNDER THIS AGREEMENT.



Policies and Pricing.


Customers that use Affiliate’s Code or that are otherwise referred by Affiliate will be deemed to be customers of Tdooz. Accordingly, all rules, policies, and operating procedures implemented by Tdooz concerning customer orders, customer service, and product sales will apply to such customers with respect to their transactions with Tdooz. Tdooz may change its policies and operating procedures at any time consistent with applicable laws. Since prices and availability of Tdooz services may vary from time to time, Affiliate may not display Tdooz price information on Affiliate’s Site. Tdooz will use commercially reasonable efforts to present current and accurate information, but cannot guarantee the availability or price of any particular services.


Privacy; Promotion of Affiliation



Tdooz may monitor, record, use, and disclose information about Affiliate’s Site, users of Affiliate’s Site, and customers referred by Affiliate that Tdooz obtains in connection with Affiliate’s display and use of Codes.


Affiliate may not in any manner misrepresent or embellish the relationship between the Parties. Affiliate shall not engage in any promotions which imply any relationship or affiliation between the Parties including, but not limited to, press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for co-branding or any other format or media.


Without limiting Section 9.2, Affiliate shall not represent, directly or indirectly, that Tdooz endorses Affiliate, Affiliate’s site, or any media content created or distributed by Affiliate. 



Ownership.


As between Affiliate and Tdooz, Tdooz shall own all right, title and interest, including all Intellectual Property Rights, in and to the Tdooz Site, Tdooz products, Tdooz Trademarks, and all Codes. For the purposes of this Agreement “Intellectual Property Rights” means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country, or jurisdiction.


Responsibility for Affiliate’s Site


Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate’s Site and for all content that appears on Affiliate’s Site or that is otherwise used by Affiliate in connection with this Agreement. Such responsibility includes, without limitation: (i) the technical operation of Affiliate’s Site and all related equipment; (ii) the accuracy, timeliness and appropriateness of content posted on Affiliate’s Site or otherwise used by Affiliate in connection with this Agreement; (iii) ensuring that such content does not violate or infringe upon the rights of any third party; and (iv) ensuring that such content is not libelous or otherwise illegal. 


Indemnification.


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TDOOZ WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO AFFILIATE’S USE OF THE CODES OR PERFORMANCE OF ITS OBLIGATIONS OR EXERCISE OF ITS RIGHTS UNDER THIS AGREEMENT, AND AFFILIATE AGREES TO DEFEND, INDEMNIFY, AND HOLD TDOOZ, TDOOZ’S AFFILIATES AND LICENSORS, AND TDOOZ’S AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) AFFILIATE’S SITE OR ANY MATERIALS USED OR DISTRIBUTED BY AFFILIATE (WHETHER OR NOT THROUGH AFFILIATE’S SITE), INCLUDING THE COMBINATION OF THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF AFFILIATE’S SITE OR ANY MATERIALS USED BY AFFILIATE, (C) AFFILIATE’S USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) AFFILIATE’S VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT, OR (E) AFFILIATE’S NEGLIGENCE OR MISCONDUCT. 


Term and Termination.



The term of this Agreement begins upon the Effective Date and will end when this Agreement is terminated by either Party pursuant to Section 13.2 (the “Term”). 


Either Party may terminate this Agreement at any time, with or without cause, upon written notice to the other Party.


Upon termination of this Agreement, Affiliate shall promptly cease its use of Codes and remove all Tdooz-provided content from Affiliate’s Site, and any licenses granted to Affiliate hereunder shall immediately end. 


Affiliate is only eligible to earn Commissions on Qualifying Transactions occurring during the Term (meaning transactions in which all steps required for a transaction to be a Qualifying Transactions under this Agreement are completed during the Term). 


All provisions of this Agreement that by their express terms do, or by their nature should survive the termination of this Agreement shall survive the Termination of this Agreement.



Breach



Any violation of a provision in this Agreement by Affiliate shall constitute a breach (“Breach”). Any Breach by Affiliate shall cause any and all of Affiliate’s unpaid Commission to be forfeited and no longer payable to Affiliate. 



Relationship of Parties.


The Parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Affiliate will have no authority to make or accept any offers or representations on Tdooz’s behalf. Affiliate will not make any statement, whether on the Affiliate Site or otherwise, that reasonably would contradict anything in this Section 15.


Limitation of Liability.


TDOOZ SHALL NOT BE LIABLE TO AFFILIATE OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, AND REGARDLESS OF THE THEORY OF RECOVERY). TDOOZ’S TOTAL LIABILITY TO AFFILIATE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE LESSER OF FIVE HUNDRED DOLLARS ($500) OR THE AMOUNTS PAID BY TDOOZ TO AFFILIATE DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST REOCCURRENCE OF EVENTS GIVING RISE TO THE IMPOSITION OF LIABILITY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS, SO THEY MAY NOT APPLY TO AFFILIATE.


Warranty Disclaimer.


Tdooz makes no representation that the operation of the Tdooz Site or the Platform will be uninterrupted or error-free, and Tdooz will not be liable for any such interruptions or errors.


Miscellaneous.



All rights not expressly granted herein by Tdooz to Affiliate are reserved by Tdooz. There are no implied rights.


Any notice provided for or permitted under this Agreement will be treated as having been given when sent by email (with confirmation of transmission) (i) if to Tdooz, to info@tdooz.com, and (ii) if to Affiliate, to the email provided in connection with the creation of the account. 


This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of Tdooz. No term or provision hereof will be considered waived by either Party, and no breach excused by either Party, unless such waiver or consent is in writing signed on behalf of the Party against whom the waiver is asserted. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either Party.


If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.


This Agreement shall be governed by and construed under the laws of the State of Utah, without regards to its conflict of laws principals.


Tdooz may assign this Agreement without restriction, provided that assignee agrees in writing to be bound by this Agreement. Affiliate may not assign this Agreement or any rights, duties, or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Tdooz and any attempt to do so without such consent will be void. This Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.


The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole.


Except as may be otherwise specifically provided in this Agreement, this Agreement is not intended to and shall not confer upon any other person or business entity, other than the Parties hereto, any rights or remedies with respect to the subject matter hereof.


This Agreement constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreement, whether written or oral.