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Terms and Conditions


This is an Affiliate Agreement by and between the Company and the Affiliate upon the fol-lowing terms and conditions:

1 Definitions. The following terms shall have the meanings set out:

1.1 Company means Virtual Rabbit, LLC, an Iowa limited liability company, with principal of-fices at Ames, Iowa.

1.2 Affiliate means «Fill in form above» which has its principal office and mail-ing address at «Fill in form above», and email address of «Fill in form above», and also means and includes any corpora-tion, firm, limited liability company, partnership or other entity that directly or indirectly controls or is controlled by or is under common control with such Affiliate. As used herein, control means ownership, directly or through one or more affiliated persons or entities, of fifty percent (50%) or more of the shares of stock entitled to vote for the election of direc-tors, in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of any other type of legal entity, or status as a general partner in any partnership, or any other arrangement whereby a party controls or has the right to control the Board of Directors or equivalent governing body of a corporation or other entity, or if such level of ownership or control is prohibited in any country, any entity owned or controlled by or owning or controlling at the maximum control or ownership right permitted in the country where such entity exists.

1.3 Agreement means this writing as executed by the parties.

2 Affiliate Relationship. Affiliate, for the Commissions provided by this Agreement, agrees to promote or market the Company and the Company’s products and services in accordance with this Agreement and the Company’s published policies and procedures. Affiliate agrees that any communication regarding Company shall promote or market the Company and the Company’s products and services only as provided in Company marketing materials and website. Affiliate shall make no claims or promises at variance from the Company’s marketing materials and published policies to any person regarding potential commissions or other income, products, or services.

3 Commissions. Company will pay Affiliate commissions upon sales in accordance with the as-signed percentage upon execution of this Agreement. Company makes no representation or warranty to Affiliate or any other person as to potential earnings under this Agreement. Com-pany shall assign to Affiliate a code for tracking sales. Company will make reasonable efforts to track and to pay commissions accurately. Affiliate is aware that sales shall be tracked through an automated sales system, and Affiliate is aware that the Affiliate’s code is necessary to qualify for commissions. It shall be the sole responsibility of Affiliate to use and arrange for the use of the Affiliate code. Company shall not be responsible for payment of a commission if: (a) Affili-ate fails properly to utilize the Affiliate code; (b) a customer utilizes the code of another affili-ate; (c) a customer fails to utilize an Affiliate code. Company may, in Company’s sole and abso-lute discretion, offset from current commissions payable to Affiliate for: (a) commissions paid on canceled or refunded sales; (b) returns from or refunds to customers; (c) fraudulent credit activity; (d) bad debt write-offs; or (e) other amounts owed by Affiliate to Company as provided in this Agreement.

4 Independent Contractor. Affiliate is an independent contractor and shall at all times act un-der its own name as an independent contractor under this Agreement. Nothing contained in this Agreement and no action taken or omitted to be taken by Company or Affiliate pursuant hereto shall be deemed to make Affiliate (or any employee, agent or other personnel of Affili
ate) or Company (or any employee, agent or other personnel of Company) an employee or agent of the other or to constitute Company and Affiliate a partnership, an association, a joint venture or other entity whatsoever. Affiliate shall be solely responsible for discharging all obli-gations arising in connection with the operation of Affiliate’s business and the provision of marketing services under this Agreement, including Affiliate’s taxes, insurance, employees, worker compensation, and work schedule. Affiliate is solely responsible for and shall hold Company harmless from all costs and expenses incurred in marketing the Company and the Company’s products and services. Affiliate shall save, hold harmless, and indemnify Company from and against any third party claim arising out of or relating to Affiliate’s relationship to Company as described in this paragraph. Neither Company nor Affiliate shall have the authori-ty to bind the other in any respect whatsoever. Without limiting the generality of the fore-going, Affiliate has no authority to, and shall not attempt to, enter into any agreements on be-half of Company, amend or revise any of Company’s agreements with customers, or otherwise make any commitments or obligations for or on behalf of Company, including, without limita-tion, offering or making any refunds or other allowances or any warranties or other promises to any customer.

5 Affiliate Representations & Warranties. Affiliate represents, warrants, and agrees:

5.1 Affiliate shall not, at any time, disparage Company or Company’s products and services.

5.2 Affiliate shall not spam any existing customer or potential customer and shall comply with applicable laws of the United States and states, including, but not limited to the CAN-SPAM Act. Spam is defined as sending an electronic message about Company or Compa-ny’s products or services to any person, whether in bulk or otherwise, to anyone who has not specifically requested the information directly from the Affiliate.

5.3 Affiliate shall not market Company or Company’s products and services in connection with any illegal activity, sexually explicit, violent, or discriminatory materials.

5.4 Affiliate has provided and shall, on an ongoing basis, provide correct and adequate contact information, and so long as this Agreement is in force, shall ensure that emailed communi-cations are accepted from Company.

5.5 Affiliate shall have an ongoing duty during the term of this Agreement, without prior no-tice, to review the policies, procedures, and marketing materials of Company and to train and retrain as required by Company to ensure conformance with this Agreement and Company policies and procedures.

5.6 Affiliate has read and understands the terms and conditions set forth in this Agreement.

5.7 Affiliate, if a natural person, is at least eighteen years of age and under no legal disability preventing the Affiliate from entering into a legal contract.

6 Company Representations & Warranties. Company represents, warrants, and agrees:

6.1 Company shall be responsible for establishing and maintaining a sales tracking system.

6.2 Company shall be responsible for customer orders, billing, collection, and inquiries.

7 Company Reserved Rights. Company reserves the rights and privileges, from time to time, and at any time –

7.1 to modify Company’s products and services (and to discontinue any products or services) with or without notice.

7.2 to modify Company’s pricing of products and services (and to discontinue special pricing) with or without notice.

7.3 to modify Company’s policies, procedures, marketing materials, training materials, and commission schedules upon reasonable notice.

8 Intellectual Property. Company’s name, marks, products, services, records, marketing mate-rials, and processes are solely owned and shall be used only as directed by Company. Affiliate shall not reverse engineer any Company product or service.

9 Confidentiality. Affiliate acknowledges that during Affiliate may have access to confidential information, including, but not limited to trade secrets, inventions, innovations, processes, in-formation, records, specifications, business and product processes, methods, customer lists, ac-counts, training materials, and procedures owned, licensed, or used by Company in connection with the operation of its business. Affiliate agrees that Affiliate will not disclose any of the afo-resaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required by this Agreement. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original art-work/creative, notebooks, and similar items relating to the business of Company, whether pre-pared by the Affiliate or otherwise coming into Affiliate’s possession, shall remain the exclusive property of Company. Affiliate shall not retain any reproductions, copies, or duplicates of the foregoing without Company’s prior written permission. Upon the expiration or earlier termi-nation of this Agreement, or whenever requested by Company, Affiliate shall immediately de-liver to Company confidential information in possession or under Affiliate’s control.

10 Exclusivity & Noncompete. Affiliate acknowledges and agrees that Affiliate shall not, during the term of this Agreement and for a period of three months after the termination of this Agreement market products or services in competition with Company. Affiliate acknowledges and agrees that the time, place, and manner of the noncompetition agreements herein are rea-sonable and necessary.

11 Termination. Either Company or Affiliate may terminate this Agreement at any time. If ter-minated, Company will pay outstanding commissions to Affiliate with the established payment cycle, provided that the cause of termination by Company was not the breach of this Agree-ment by Affiliate.

12 Liquidated Damages & Injunctive Relief. The parties agree that it may be difficult or im-possible to determine damages for violation of certain provisions herein, including use of spam (¶ 5.2), inappropriate marketing (¶ 5.3), violation of confidentiality (¶ 9), and violation of non-competition (¶ 10). In consequence thereof, Affiliate shall pay to Company liquidated damages of $1,000.00 per incident or per day as may be appropriate. In the event of a breach or threat-ened breach by Affiliate of the provisions of this Agreement, Company shall be entitled to an injunction restraining Affiliate from so doing. Because of the express difficulty in establishing damages hereunder, Affiliate expressly waives the filing of a bond for the perfection of an injunc-tion. Nothing herein shall be construed as prohibiting Company from pursuing any other re-medies available to Company for such breach or threatened breach.

13 Force Majeure. If either party’s performance of any obligation under this Agreement is pre-vented, restricted or interfered with by acts of God, explosions, vandalism, fires, floods or other catastrophes, national emergencies, insurrections, riots, wars, strike, lockouts, boycotts, work stoppages or other labor difficulties, or any law, order, regulation or other actions of any go-vernmental authority, agency, instrumentality, or of any civil or military authority, then the party shall be excused from such performance on a day-to-day basis to the extent of such re-striction or interference. Each party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance with reasonable dispatch.

14 Notices. All notices, demands, requests, and other communications desired or required to be given hereunder ("Notices"), shall be in writing and shall be given by: (a) hand delivery to the address for Notices; (b) delivery by overnight courier service to the address for Notices; (c) electronic mail message directed to Affiliate at the electronic mail address supplied by Affiliate; or (d) sending the same by United States mail, postage prepaid, certified mail, return receipt

requested, addressed to the address for Notices. All Notices shall be deemed given and effec-tive upon the earlier to occur of: (i) the hand delivery of such Notice to the address for Notices; (ii) one business day after the deposit of such Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices or by electronic mail; or (iii) three business days after depositing the Notice in the United States mail as set forth above. All Notices shall be addressed to the addresses set forth above, or to such other persons or at such other place as parties may by Notice designate as a place for service of Notice.

15 No Waiver; Modifications in Writing; Remedies. No failure or delay in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise the-reof or the exercise of any other right, power or remedy. The remedies provided herein are cumulative and are not exclusive of any remedies that may be available to Company at law, in equity or otherwise. Except as otherwise provided in this Agreement, no amendment, modifi-cation, supplement, termination or waiver of or to any provision of this Agreement, or consent to any departure therefrom, shall be effective unless the same shall be in writing and signed.

16 Governing Law. This Agreement has been entered into and is performable in material part in the State of Iowa, United States, and this Agreement shall be governed by and construed in ac-cordance with the laws of the State of Iowa and the United States, but without regard to provi-sions thereof relating to conflicts of law.

17 Headings & Captions. The titles or captions of sections and subsections in this Agreement are provided for convenience of reference only, and shall not be considered a part hereof for purposes of interpreting or applying this Agreement.

18 Gender; Number; Terms. Words and phrases herein shall be construed as in the singular or plural number and as masculine, feminine or neuter gender, according to the context. The use of the words "herein," "hereof," "hereunder" and other similar compounds of the word "here" refer to this entire Agreement and not to any particular section, paragraph or provision. The term "person" and words importing persons as used in this Agreement include firms, associa-tions, partnerships, limited partnerships, joint ventures, trusts, corporations and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as nat-ural persons.

19 Binding Effect on Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties (and their respective heirs, successors, legal representa-tives and permitted assigns) any rights, remedies, liabilities or obligations under or by reason of this Agreement.

20 Severability. In the event any provision of this Agreement is held invalid, illegal or unenforce-able, in whole or in part, the remaining provisions of this Agreement shall not be affected the-reby and shall continue to be valid and enforceable. In the event any provision of this Agree-ment is held to be invalid, illegal or unenforceable as written, but valid, legal and enforceable if modified, then such provision shall be deemed to be amended to such extent as shall be neces-sary for such provision to be valid, legal and enforceable and it shall be enforced to that extent. Any finding of invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction.

21 Integration; Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matters hereof and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings of the parties in connection with the subject matters hereof. No course of dealing or usage of trade shall be re-levant or admissible to supplement or vary the terms of this Agreement.

22 Waiver of Jury Trial. Company and Affiliate each waive any right to a jury trial with re-spect to and in any action, proceeding, claim, counterclaim, demand or other matter whatsoever arising out of this Agreement.

23 Consent to Jurisdiction. Company and Affiliate submit to the nonexclusive jurisdiction of the state court sitting in Story County, Iowa in any action or proceeding arising out of or relat-ing to this Agreement, and all claims in respect of any such action or proceeding shall be heard and determined in any such state court. Company and Affiliate waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which they may now or hereafter have to the bringing of any such action or pro-ceeding in such respective jurisdictions.

24 Counterparts. This Agreement may be executed by Company and Affiliate on separate coun-terparts (including by electronic documents and facsimile transmission), and all such counter-parts taken together shall be deemed to constitute one and the same agreement.
In witness whereof, Company and Affiliate have executed this Agreement on 10/12/2018.

  By checking this box, I accept the terms and conditions stated above.

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