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Sitelock owns and operates the website located at http://www.Sitelock.com (the "Site") and provides a comprehensive suite of business verification and security products to businesses, as more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the "Services"). Sitelock wishes to have Company promote the Services to Company's customers, subject to the terms and conditions of this Agreement and subject to the standard terms and conditions posted on the Site (the "Sitelock Terms of Use"). In consideration of the promises and mutual covenants contained herein, the parties hereby agree as follows:
Appointment.
Sitelock hereby appoints Company as its nonexclusive, worldwide, authorized representative subject to all of the terms and conditions of this Agreement. Company is hereby authorized to promote the Services.2.1 License Grant.
Sitelock hereby grants a nonexclusive, nontransferable, nonassignable and royalty-free worldwide license to Company for the Term (as defined herein) of this Agreement, to use the name, logotype, trademarks, slogans, brochures, sales literature, and other works of authorship of Sitelock that have been or that may hereinafter be provided by Sitelock; provided, that any such use shall be subject to the prior approval of Sitelock and shall be in accordance with any reasonable guidelines for and restrictions on such use that may be provided to Company by Sitelock.2.2 Trade Secrets.
Company, during the Term of this Agreement, may have access to and become acquainted with various trade secrets of Sitelock, including but not limited to, Sitelock customer lists, sales and technical information and other confidential information as described in Section 2.3. All such Sitelock trade secrets shall remain the exclusive property of Sitelock and any use thereof by Company shall be only for the purposes of and in connection with the transactions contemplated by this Agreement. Sitelock, during the Term of this Agreement, may have access to and become acquainted with various trade secrets of Company, including but not limited to, Company customer lists, sales and technical information and other confidential information. All such Company trade secrets shall remain the exclusive property of Company and any use thereof by Sitelock shall be only for the purposes of and in connection with the transactions contemplated by this Agreement.2.3 Confidentiality.
"Confidential Information" includes, without limitation, any and all pricing information, business plans, sales opportunities, customer lists, technical information, information regarding the marketing or promoting of any product, business policies or practices, personnel, research, development or know-how and information received from others that a party is obligated to treat as confidential, and any other information that by the nature of the circumstances surrounding the disclosure ought to be treated as proprietary and confidential. Company agrees that it will protect Sitelock's Confidential Information from unauthorized dissemination with the same degree of care that Company uses to protect its own like information, in no event using less than a reasonable degree of care. Company agrees not to use Sitelock's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Sitelock agrees that it will protect Company's Confidential Information from unauthorized dissemination with the same degree of care that Sitelock uses to protect its own like information, in no event using less than a reasonable degree of care. Sitelock agrees not to use Company's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement.2.4 Non-Solicitation and Non-Competition.
As noted above, information about SiteLock's customers is Confidential Information and constitutes SiteLock's valuable trade secrets. Accordingly, Company agrees that during its service and for a period of one year thereafter Company will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage SiteLock's relationship with any of its customers by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from SiteLock. Additionally, Company acknowledges and recognizes that SiteLock's employees are a valuable resource and the loss of employees generally tends to interfere with, impair, disrupt or damage such party's business. Accordingly, Company agrees that during the term of this Agreement and for a period of one year thereafter Company will not, separately or in association with others, solicit, encourage or attempt to hire any of SiteLock's employees, or cause others to solicit or encourage any of SiteLock's employees to discontinue their service with SiteLock.2.5 Termination of License.
In the event this Agreement is terminated for any reason whatsoever, the license and right to use trade secrets granted in this Section 2 shall immediately terminate and (x) Company shall discontinue its use (if any) of the name, logotype, trademarks, slogans and other intellectual property and Confidential Information of Sitelock and the Services, and (y) Sitelock shall discontinue its use (if any) of the name, logotype, trademarks, slogans and other intellectual property and Confidential Information of Company and any services of Company. In addition, (a) Company shall return to Sitelock or destroy all Sitelock catalogs, literature and other materials in connection with Sitelock or the Services then in the possession of Company, and (b) Sitelock shall return to Company or destroy all catalogs, literature and other materials of Company in connection herewith then in the possession of Sitelock.Commission.
Company agrees to pricing and payment to SiteLock as outlined in Exhibit A.3.1 Reporting.
Each party collecting the fees hereunder shall provide tracking and reporting to the other party of all sign-ups and other information related to this Agreement. The non-reporting party shall have the right at that party's expense to audit any and all records of the reporting party related to this Agreement not more than twice annually and in the event there is a material difference between the amount paid to the non-reporting party under this section and the amount due as reflected in such Audit, the reporting party shall promptly pay such difference to the non-reporting party, provided that in the event such difference is >5%, the reporting party shall also pay to the non-reporting party the cost of such audit.6.1 Independent Contractors.
The parties hereto expressly understand and agree that Company is an independent contractor in the performance of each and every part of this Agreement and is solely responsible for all of its employees and agents, if any, and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities, damages and debts of any type whatsoever that may arise on account of Company's activities, or those of its employees or agents, in the performance of this Agreement. Sitelock is in no manner associated or otherwise connected with the actual performance of this Agreement on the part of Company, nor with Company's employment of other persons or incurring of other expenses. Company shall have no right, power, or authority to bind or obligate Sitelock in any manner whatsoever or to affix its name or signature on behalf of Sitelock unless expressly authorized to do so by Sitelock in writing.6.2 Taxes.
Company shall assume full responsibility for the proper reporting and payment of all federal, state and local taxes, contributions and/or special levies imposed or required under unemployment insurance, social security, income tax (state and federal), and/or other laws or regulations, with respect to the performance by Company and its employees and agents of this Agreement. Sitelock hereby represents and warrants that, to the best of its knowledge, no taxes apply to the sale of the Services to customers. Sitelock shall notify Company in writing in the event any such Taxes become due, in which event Company shall have the right to terminate this Agreement by notice in writing to Sitelock. For the avoidance of doubt, Sitelock shall be fully responsible for payment of any and all taxes related to the revenues or net income of Sitelock.6.3 Approvals.
Each party shall obtain such authorizations, licenses, and other governmental or regulatory agency approvals as are required for its performance of this Agreement.7.1 Disclaimer.
The Services ARE provided on an "As Is" basis and as available, without any warranty or representation of any kind, whether express or implied. Sitelock expressly disclaims any and all warranties, EXPRESS, or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and noninfringement with respect to the Site or the Services. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY OTHERS INVOLVED IN CREATING THE SERVICES BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF REVENUE OR PROFITS, OR OTHER DAMAGES RESULTING FROM ANY CIRCUMSTANCE INVOLVING THE SERVICES (INCLUDING BUT NOT LIMITED TO DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED INTERNET CONNECTIONS, UNAUTHORIZED USE OF THE WEBSITE, LOST DATA, DELAY IN OPERATION OR TRANSMISSION, BREACH OF SECURITY, LINE FAILURE, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE WEBSITE, OR COMPUTER VIRUS, WORM, TROJAN HORSE OR OTHER HARMFUL COMPONENT), EVEN IF CUSTOMER HAS ADVISED THE COMPANY IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE.7.2 Limitation of Liability.
By entering into this Agreement, Company expressly acknowledges that Sitelock's liability is specifically limited to amounts paid by Sitelock to Company, OR THE AMOUNTS RETAINED BY COMPANY, FOR THE PREVIOUS TWELVE MONTH PERIOD. Company hereby waives all rights of recovery of any damages, whether actual or special, punitive or consequential, that Company may incur over and above said amounts, including, without limitation, damages for Negligence, lost data, use, profits, income, savings, loss of or damage to property, PERSONAL injury, goodwill or any claims of third parties whatsoever with respect to the Site or the Services. Some states do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above exclusions may not apply to all parties; in such states liability is limited to the fullest extent permitted by law.8.1 Term.
This Agreement shall be in full force and effect for an initial term of twelve (12) months from the Effective Date ("Term"), and such Term and each Term thereafter shall automatically extend for additional twelve (12) month periods.8.2 Termination; Material Breach.
Either party will have the right to terminate this Agreement for any material breach that is not cured within thirty (30) days after written notice of such breach; provided, however, that if Company breaches this agreement by marketing or promoting products and services (that are not the Services) to any current customer or prospect of SiteLock, or commits fraud, theft or intentional misconduct against SiteLock or any SiteLock customer, then SiteLock may immediately terminate this agreement. In the event Sitelock terminates this Agreement for material breach or Company's insolvency, Company shall perform all acts necessary to allow Sitelock to continue providing to Company's customers who have purchased the Services ("Company's Customers"), including assigning to Sitelock its rights to receive any amounts owing by Company's Customers for such.EXHIBIT A TO
AFFILIATE AND PROMOTION AGREEMENT AMONG
SITELOCK, LLC AND COMPANY
1.) Pricing
SiteLock Package(s) | Commissionable Payouts ($US)- Annual | Customer Annual Prices($US) |
---|---|---|
SiteLock Fix (Premium Scan) - Annual Subscription |
$27.50 per unit | $109.99 Annually |
SiteLock Accelerate (Premium Scan + Professional WAF/CDN) |
$75.00 per unit | $299.99 Annually |
SiteLock Prevent (Premium Scan + Premium WAF/CDN) |
$125.00 per unit | $499.99 Annually |
SiteLock 911 One-time clean |
$55.00 per unit | $219.99 One-time payment |
2.) Payment