This is the Affiliate Membership Agreement that will govern your participation on this RepairClinic.com, Inc. network. To print a copy of this Agreement, please use your browser's print function.
This Affiliate Membership Agreement is between RepairClinic.com, Inc., a Michigan, U.S.A. corporation ("RepairClinic") and You ("You" or "Your"). If You have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity.
This "Agreement" refers to, individually and collectively depending upon the context, this Affiliate Membership Agreement and any Network Policies and Guidelines as in effect from time to time.
In consideration of the agreements contained herein, the parties, intending to be legally bound, agree as follows:
1 Registration, etc.
1.1 Registration. To use (or continue to use) the RepairClinic Network as a Network Affiliate, You must provide RepairClinic with truthful, accurate and complete registration information. If any such information changes, You must immediately update Your registration information. You can not be part of the RepariClinic Network as a Network Affiliate and also be a member of the RepairClinic program managed through Commission Junction. If you are found to be part of both Networks your earned commissions could be suspended.
1.2 Verification. RepairClinic has the right to confirm or otherwise verify or check, in its sole determination, the truth and accuracy of any registration information at any time.
Please note that the verification of Your registration information, specifically, your name, address and Tax identification number, may be considered under certain laws to constitute a "credit check." Notwithstanding that, your participation in the RepairClinic Network as a Network Affiliate does not depend on Your credit worthiness or financial stability. RepairClinic is not making as part of the registration process, and will not otherwise make, any type of inquiry to any third party regarding any individual's credit history and personal financial information.
Please be advised that if any information is determined in good faith by RepairClinic to be misleading, inaccurate or untruthful, RepairClinic may restrict, deny or terminate Your account, Your access and use of, and any benefits derived from Your participation on, the RepairClinic Network; RepairClinic may also withhold payment of any commissions and/or other fees that may be or become due or payable to You.
1.3 Participation. To join the RepairClinic Network, You must be an individual who is at least 18 years old or an entity.
1.4 Use of the Network. You may use the RepairClinic Network only for business purposes and not for personal purposes.
2 Defined Terms
2.1 The following terms are defined as stated:
"Advertiser" means any person that owns or operates a Site and/or other business that can acquire customers or other types of end users by way of the Internet.
"Content" means information, data, text, documents, software, music, sound, photographs, graphics and video.
An "end user" means an actual or potential consumer, customer or other natural person.
An "entity" means a sole proprietorship, corporation, partnership, limited liability company, trust, government agency or instrumentality or other entity recognized by law as a legal person separate from its owners.
The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."
"Intellectual Property Rights" means technology, templates, designs, Sites, methodologies, processes, names, strategies, marks, logos, Content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto.
A "link" means any software, software code, programming or other technology or method (or any combination of the foregoing) that (i) creates a hyperlink between two Sites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button," text-mention, word, phrase, logo or other textual or graphical material that, when activated by a person, results in a Site being served to such person or such person being able to electronically access, receive or obtain Content, products, services or other offerings from the linked Site.
"RepairClinic Network" means the online advertising network operated by RepairClinic.
The phrase "tracked by RepairClinic" or "RepairClinic-tracked" shall, when used in relation to any engagement, encompass the tracking thereof by RepairClinic or RepairClinic Related Parties.
"Network Affiliate Account Area" means, for the RepairClinic Network, the Webpage(s) or other area of the Site having the URL designated from time to time by RepairClinic for use by members of that Network for the purpose of facilitating formation of qualifying links, accessing reports and otherwise participating in such RepairClinic Network.
A "person" is to be broadly construed and includes any natural person or entity.
A "qualifying link" means any type or format of link that is provided or authorized by RepairClinic to be displayed, distributed or placed on or by a Site and which, through addition and/or use of any technology and/or methodology, can be tracked so that RepairClinic can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of the link. The term "qualifying link" shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on a qualifying link.
"Site" means, either (a) one or more Web pages, database, computer files, emails, scripts, software or other application, or other destination, together with supporting files and software programming, that are on, provided, or accessible through the Web or works in relation to the Web, or (b) a person owning or operating any such Site, or (c) both.
A "tracked activity" means any type of preagreed or predefined activity or result that is sought by an Advertiser in relation to a qualifying link. The kinds of tracked activities that an Advertiser may seek to promote through such arrangements may include, by way of example, impressions, click-throughs, the sale of products, or any other kind of action, transaction or activity that can be tracked and reported.
"Web" or "Internet" or "online" means the global computer network currently referred to as the Internet, including the World Wide Web, and any and all successor networks, irrespective of what wired, wireless or otherwise connected device, platform or technology is used to access it.
3 Participation; Your Business
3.1 Participation. Subject to the terms and conditions in this Agreement, You may use the RepairClinic Offerings to Network Affiliates via the Network Affiliate Account Area or otherwise to enter into, track and report on, and/or manage (or have managed) RepairClinic-tracked engagements on behalf of Your business.
3.2 Voluntary Participation. Your participation in any one or more RepairClinic Networks is as a Network Affiliate. Your participation is purely voluntary and You may terminate Your participation at any time.
3.3 Not a Supplier, etc. You are not and shall not, at any time, be deemed to be a vendor, supplier or provider of goods or services to RepairClinic, and neither Your participation on the RepairClinic Network, use of the RepairClinic Offerings or receipt of payment of any compensation under the RepairClinic-tracked engagement shall be construed or be deemed to be an inducement for, solicitation of You to provide any products or services to RepairClinic.
3.4 Prohibited Activities. In respect or in relation to any Site (or portion thereof) used by You in connection with Your participation on the RepairClinic Network, You may not engage in any activity that is or constitutes, or that involves, facilitates, advocates or promotes, one or more of the following: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability; (b) libelous, defamatory, threatening, harassing, tortious, or similarly abusive activities; (c) obscene, pornographic, sexually explicit or similar activities; (d) gambling; (e) sale, export or use of illegal substances; (f) terrorism, sedition or other illegal activities; (g) MP3, MPEG and/or other proprietary materials for download, sale or otherwise, in any case without the permission of the owner of the Intellectual Property Rights (h) a conflict or violation of any law or regulation or any Intellectual Property Rights or other rights of any person or entity; (i) harm to minors in any way; or (j) impersonation of any person, including a RepairClinic representative, or misrepresentation of affiliation with any person.
4 Engagements; Qualifying Links.
4.1 Use of Qualifying Links. Each qualifying link used by You in relation to a RepairClinic-tracked engagement must include, in unaltered form, the special "tagged" link codes in the manner and format made available or otherwise dictated by RepairClinic that, among other things, associate such qualifying link with such engagement.
4.2 Valid Referrals Only. You will place or use qualified links only with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable tracked activities. You may not, nor knowingly permit any person to, activate a qualifying link or inflate the amount of any sought-after or resulting tracked activities through any method or technology that does not actually deliver an end user to the destination Site associated with such qualifying link.
4.3 No Referrals from Advertising. All referrals must come from bona fide links you place on Web sites you own, operate and have registered with RepairClinic.com; from links you place in forums, newsrooms, or other repair help sites; or, through email which you send to people who have subscribed to receive communications from you. You may not use advertising services or websites of any kind to generate referrals to RepairClinic.com directly, or to any other intermediate Web site or link which is then linked or redirected to RepairClinic.com.
4.4 Referrals of Value. Referral links must come from unique, content-rich sources of repair parts or repair help sources which you or your company author or otherwise create. Referral links created solely to attract better indexing from a search engine and fabricated site or product reviews are not allowed.
4.5 RepairClinic's Determination Final and Binding. All determinations of qualifying links and the compensation due to You made by RepairClinic shall be final and binding on You. RepairClinic is under no obligation to investigate or resolve any claim or dispute involving You or any other third party person. If RepairClinic, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to You or any other party to the claim or dispute.
4.6 Distribution of Qualifying Links. If You currently distribute, or plan to distribute, qualifying links on, to or through Sites other than those owned or operated by You and registered with RepairClinic, You hereby agree that upon RepairClinic's request from time to time, You will provide to RepairClinic a list of Sites that are not owned or operated by You (together with any reasonably requested information about any such Sites) where qualifying links (and associated materials) have been, or are planned to be distributed and/or used, and (ii) You agree to provide prompt and reasonable cooperation to RepairClinic in responding to any requests, complaints, claims or other issues raised, regarding where and how such qualifying links are distributed and/or used, including ceasing further distribution of such qualifying links (and associated materials) as appropriate.
4.7 No Modification. etc. of Qualifying Links. You will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by RepairClinic to be used in connection with such qualifying link so that it may be properly tracked by RepairClinic.
4.8 Termination of Qualifying Links. RepairClinic may terminate any qualifying links. You must remove any qualifying links after receiving notification of a termination. If qualifying links are not so removed, RepairClinic may redirect such links as it determines in its sole discretion, with or without compensation to You.
4.9 No Modification of Content. You may not modify, resize, reformat, edit or otherwise alter any Content provided, unless specifically permitted to do so by RepairClinic.
4.10 Discontinuing Use of Qualifying Links. You may at any time discontinue use of qualifying links by removing such qualifying links from Your Site, with or without notice to RepairClinic, provided, however, that You remain subject to such engagement and this Agreement until you separately terminate such engagement or Agreement.
4.11 RepairClinic as Neutral Host. Participation in the RepairClinic Network is not an endorsement by RepairClinic of any Network Affiliate. RepairClinic operates the RepairClinic Network and/or provides the RepairClinic Offerings as a neutral host, and RepairClinic does not regularly or proactively monitor, regulate or police the usage thereof by any of its participants. RepairClinic is not responsible or liable for the acts, omissions, agreements or promises of or by any Network Affiliate or other Site using RepairClinic offerings to enter into any arrangement or otherwise work with any other person or entity.
4.12 Independent Contractors. RepairClinic is the host of the RepairClinic Network. Network Affiliates are independent parties and RepairClinic does not and shall not have any responsibility or liability for the acts, omissions, promotions, Content or qualifying links or other links of any Network Affiliate or other third party, including breaches of engagements or for screening or policing the Sites or actions of Network Affiliates.
4.13 The referral period is 7 days.
5 Provision of Information
5.2 Backing Up Data and Other Precautions. Data transfer, conversion, processing and storage are subject to the likelihood of human and machine errors, delays, interruptions and losses. RepairClinic is not liable for any such events or their consequences. You are solely responsible for adopting measures to limit the impact of such events, including backing up any reports or data provided to You. RepairClinic may, from time to time, with or without notice, change the time period covered, type and/or scope of current or historical data stored by RepairClinic and/or to which it provides You with access.
6 Your Obligations
6.1 No Sublicense, etc. You may not sublicense, rent, lease, sell, resell, outsource or service bureau the RepairClinic Offerings, and any attempt to do so shall be null and void.
6.2 No Hacking, etc. You agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code, or use or cause to be used in extraordinary and unreasonable or inappropriate ways or amounts, the RepairClinic Offerings, including any servers, bandwidth supply, equipment, software and other technological resources provided by RepairClinic.
6.3 No Spam. You may not use any qualifying links in any electronic message unless (a) You have received the express written authorization of RepairClinic to use email or other electronic messages to promote it or its qualifying link and (b) any and all such electronic messages comply in all respects with this Agreement, and any and all applicable laws, including the requirements of the Can Spam Act of 2003 (Public Law No. 108-187). Further, no electronic message initiated or sent by You or on Your behalf may identify RepairClinic or, except as expressly authorized by an individual Network Advertiser, any Network Advertiser as a sender or sponsor of such electronic message.
6.4 No Interference. You may not, through downloadable or other technology, replace, intercept, redirect, block, alter or otherwise interfere with the full functioning and intended actions of any qualifying link that has been placed or distributed by another Network Affiliate including any action that would in any way prevent the behavior or result that would occur or would have occurred had an end user activated such qualifying link without Your interference.
6.5 No Infringing Uses. You may not use any name, trademark, service mark, domain name or other Intellectual Property Rights of any third party in connection with Your use of any qualifying links, the RepairClinic Network or any other RepairClinic Offerings, in any way or for any purpose that infringes or violates any Intellectual Property Rights or other rights of such third party, whether for the purpose of increasing the levels of tracked activities attributable to Your qualifying links or for any other purpose.
6.6 Fraud, Abuse, etc. You will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal activity in connection with Your participation on the RepairClinic Network or engagement within the RepairClinic Network.
7 Grant of License to You
7.1 Your Use of RepairClinic Offerings. RepairClinic grants You a personal, non-exclusive, non-transferable, non-sublicenseable, revocable and limited license and right, subject to the terms of this Agreement, to:
(a) Participate in the RepairClinic Network for which You have registered as a Network Affiliate.
(b) Access the areas of the relevant Network Affiliate Account Area necessary for Your participation in such RepairClinic Network as a Network Affiliate.
(c) Solely for Your use in connection with Your participation in such RepairClinic Network, download any reports made available to You by RepairClinic.
(d) Use any software code or other Content that is provided by RepairClinic solely for the purpose of creating and maintaining qualifying links in accordance with this Agreement and Your engagements, for such purpose, and no other purpose, but only in the form so provided.
All other use of the RepairClinic Network, Network Affiliate Account Area, any reports made available to You by RepairClinic and such software code or Content, including modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution, performance, display, incorporation into another Site or mirroring is prohibited.
RepairClinic may change the form and/or content of any report at any time without notice to You.
7.2 Use of the RepairClinic Name. This Agreement does not grant to You any license or right to use RepairClinic's name or any of its logos or trade or service names or marks, except to the extent required to be used in connection with an URL. Any press release or other public announcement by You regarding this Agreement or the RepairClinic Network or that mentions RepairClinic shall require the prior written approval of RepairClinic. You agree that You shall not disparage RepairClinic or any other participants thereof.
7.3 Duration of License Rights; Reservation. The above licenses with respect to the RepairClinic Network are valid only while You remain a member of such RepairClinic Network as a Network Affiliate in good standing and comply with this Agreement. RepairClinic may revoke any such license at any time by giving You notice by e-mail or in writing. RepairClinic reserves all rights that are not specifically granted to You by this Agreement.
8 Grant of Licenses to RepairClinic
8.1 Use of Your Content. Other than as provided below, in order to participate in the RepairClinic Network, You are not required to provide RepairClinic with any Content or other materials. Should You do so, by way of uploading, delivering or otherwise making available to RepairClinic any Content and/or other materials (including any Intellectual Property Rights therein and thereto), You agree to grant, and hereby grant, to RepairClinic a non-exclusive, worldwide, royalty-free, sublicenseable, perpetual license to use and store the same including in relation to conducting its business or performing any services in relation to the RepairClinic Network. This Section will survive any termination.
8.2 Use of Your Name. RepairClinic shall have the right to refer to You by Your name in connection with the RepairClinic Network and/or the performance or provision of the RepairClinic Offerings.
8.3 Disclosure of Business Relationship. Nothing in this Agreement shall prevent RepairClinic from making any public or private statements about Your business relationship with RepairClinic and/or any Network Advertiser and/or Your participation in the RepairClinic Network.
8.4 Use of Your Logo. Except as expressly provided above, RepairClinic shall not use any of Your logos and/or other trademarks without Your prior written approval. Any and all uses of Your logos and/or other trademarks shall be in accordance with Your specified usage guidelines.
9 Representations and Warranties
9.1 You represent, warrant and covenant as follows:
(a) You have the legal right to conduct any business conducted by You including in respect of any Site(s) participating in the RepairClinic Network; and
(b) Any and all information You provided as part of the registration process or otherwise shall be truthful, accurate and complete, irrespective of any independent verification or other determination made by RepairClinic; and
(c) This Agreement has been duly and validly authorized, accepted, executed and delivered by You (or Your authorized representative) and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; and
(d) The performance by You of this Agreement and the participation by You in the RepairClinic Network and any relevant Network Advertiser's engagement does not and shall not conflict with or violate (i) any law, rule, regulation, order, judgment, decree, agreement or instrument applicable to You or (ii) if You are an entity, any provision of Your certificate of incorporation or other organizational documents.
10.1 Confidential Information. You acknowledge that in connection with Your participation on the RepairClinic Network, You will be provided with confidential and proprietary data and information from time to time through reports as well as other RepairClinic Offerings to You through Your Network Affiliate Account Area or otherwise. Such confidential and proprietary data and information may be owned by RepairClinic and/or its or their suppliers or contractors. You will retain ownership of any data and information that You independently collect through Your Sites without the use of RepairClinic Offerings, provided that any data and information that may be provided by You to RepairClinic shall be deemed to be covered by the licenses granted to RepairClinic under this Agreement.
10.2 Duty of Care. You will keep all reports, data and other confidential information provided to You through the Network Affiliate Account Area or otherwise strictly confidential. Without RepairClinic's prior written consent, You will not disclose any such confidential information to any third party or use any such confidential information other than solely as and to the extent required for you to perform under this Agreement.
10.3 Need to Know Basis. You may disclose any such confidential information only to Your employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such information.
10.4 Legally Required Disclosures. If You receive any document request, interrogatory, subpoena or other legal process ("Request") that would, by its terms, require the disclosure of any Confidential Information protected by this Agreement, then promptly upon receipt thereof, and prior to making any response thereto, You will notify RepairClinic in writing of Your receipt of such Request, and shall provide a copy thereof. Upon receipt of such notice, RepairClinic may seek to intervene in the matter in which the Request was issued to seek protection of the confidentiality provided for by this Section. Absent written agreement signed by RepairClinic, You may not make such disclosure absent an order or directive from the tribunal from which a Request was issued. RepairClinic will be entitled to seek and obtain injunctive relief preventing any breach of Your obligations under this Section, without the need to show irreparable harm, and without the need to post a bond or undertaking.
11.1 Your entitlement to any compensation reported with respect to any tracked activity (including if reported) is solely a function of the terms of this agreement
11.2 Payment Terms. 12% commission on all completed sales less returns and cancellations. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to You from RepairClinic, since payment may be subject to conditions established by RepairClinic, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or chargebacks and minimums for earned compensation before payment is made. Payout occurs when earned commission reaches $25.00.
11.3 Tax. You agree that You are solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with Your participation in the RepairClinic Affiliate Network.
12 Compliance with Laws
12.1 You and Your affiliates, officers, directors, employees, consultants, agents and representatives, and the conduct of Your business, Your performance under any engagements with RepairClinic, and Your use of the RepairClinic Network and/or RepairClinic Offerings shall comply at all times with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, judgments and decrees.
13 DISCLAIMER OF WARRANTIES
13.1 THE REPAIRCLINIC NETWORK AND OFFERINGS ARE PROVIDED "AS IS, WHERE IS" AND "AS AVAILABLE."
13.2 EACH OF REPAIRCLINIC AND REPAIRCLINIC RELATED PARTIES HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO ACCURACY, MERCHANTABILITY, COMPLETENESS, CURRENTNESS, SECURITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR THAT YOUR USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE.
14 LIMITATION ON LIABILITY
14.1 If You reasonably determine that the RepairClinic Offering does not materially meet RepairClinic's obligations under this Agreement, then You must notify RepairClinic in writing within ten (10) days of receiving any such allegedly nonconforming services. Your failure to so notify RepairClinic on a timely basis shall mean that You accept such services, and RepairClinic shall thereafter have no liability whatsoever with respect to such services. If upon receipt of any notice under this Section, RepairClinic may, at its sole discretion, reperform the service in question or otherwise provide You with any substitution or replacement services in lieu thereof. Any reperformance or provision of substitute or replacement services shall in no event be construed as an admission that the original service was nonconforming or otherwise improper, and Your acceptance of the same constitutes Your sole remedy and in such case constitutes RepairClinic's maximum liability for any such alleged breach of this Agreement.
14.2 IF, NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON REPAIRCLINIC OR REPAIRCLINIC RELATED PARTIES, THEN YOU AGREE THAT THE TOTAL LIABILITY OF REPAIRCLINIC AND REPAIRCLINIC RELATED PARTIES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS AND REPRESENTATIVES, TO YOU WILL NOT EXCEED TWENTY-FIVE DOLLARS ($50.00). YOU RECOGNIZE AND ACKNOWLEDGE THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE, IN LIGHT OF THE FACT THAT REPAIRCLINIC IS PROVIDING THIS SERVICE TO YOU AT NO CHARGE TO YOU.
14.3 NONE OF REPAIRCLINIC AND REPAIRCLINIC RELATED PARTIES WILL BE LIABLE TO YOU (WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, EVEN IF SUCH PERSON WAS AWARE THAT SUCH DAMAGES COULD RESULT.
14.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 15 MAY NOT APPLY TO YOU.
15.1 You agree to defend, indemnify and hold harmless RepairClinic and RepairClinic Related Parties, and its and their directors, officers, employees, agents, subcontractors and representatives for and against any and all claims, actions, demands, liabilities, losses, damages, penalties, interest, judgments, settlements, costs and expenses (including reasonable attorneys' fees) that directly or indirectly arise out of or are based on:
(a) any misrepresentation or breach of any representation, warranty, or covenant made by You in this Agreement,
(b) any conduct, or activity, error or omission by You, including in relation to Your participation on the RepairClinic Network, performance of the RepairClinic-tracked engagement, or otherwise,
(c) any violation by You of any law, regulation or rule,
(d) Your use of any other RepairClinic Offerings, and/or
(e) any actual or alleged infringement by You of any Intellectual Property Rights or other rights of any person.
15.2 RepairClinic may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by You. RepairClinic may participate in the defense of all claims as to which it does not assume defense and control, and You shall not settle any such claim without RepairClinic's prior written consent.
16.1 Amendments. Upon prior written notice, RepairClinic may, at any time, add to, remove or otherwise amend any or all terms, conditions and/or other provisions of this Agreement, including any Network Policies and Guidelines.
16.2 Changes in Service. Upon prior written notice, RepairClinic may add, remove, suspend or discontinue any aspect of the RepairClinic Network or any other RepairClinic Offering.
16.3 YOUR CONTINUED USE OF ANY REPAIRCLINIC NETWORK AND/OR REPAIRCLINIC OFFERING AFTER NOTICE IS GIVEN (AND AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD) SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE. IF YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN YOU MUST TERMINATE YOUR ACCOUNT WITH SUCH REPAIRCLINIC NETWORK AND/OR REPAIRCLINIC OFFERING AND CEASE USING SUCH REPAIRCLINIC NETWORK AND ANY ASSOCIATED REPAIRCLINIC OFFERING.
17 Termination, etc.
17.1 Termination. You or RepairClinic may, at any time, with or without cause, terminate this Agreement and Your participation on the RepairClinic Network or use of any other RepairClinic Offering. You may effect such termination through Your Network Affiliate Account Area or by written notice to RepairClinic subject to actual receipt thereof.
17.2 Restricted Use. Alternatively, RepairClinic may, in its sole discretion, suspend, limit, restrict, condition or deny Your access to or use of all or any part of the RepairClinic Network or the RepairClinic Offering.
18 Effects of Termination
18.1 Upon any termination of this Agreement and/or Your participation on all RepairClinic Networks:
(a) You shall immediately cease to use and remove from any and all Site(s), whether or not owned or operated by You, any and all qualifying links and all other Content or materials provided to You in connection with Your participation on such RepairClinic Network or Your use of any other RepairClinic Offerings.
(b) Any and all licenses and rights granted to You under this Agreement shall immediately cease and terminate.
(c) RepairClinic may terminate or, in its sole discretion, direct or redirect to any destination Site any and all qualifying links continued to be used by You without RepairClinic incurring any further liability or obligation to You.
(d) Any and all confidential or proprietary information of RepairClinic that is in Your possession or control must be immediately returned or destroyed. If requested, You will certify in a writing signed by You or an authorized officer as to the return or destruction of all such confidential or proprietary information.
18.2 RepairClinic may withhold and offset against any and all compensation and/or other fees that are then unpaid to You. Following assessment of any fees or other charges owing to RepairClinic, and subject to RepairClinic holding any amount it determines in its sole discretion to be needed to support any of Your indemnification and/or other obligations and/or liabilities under this Agreement.
18.3 All rights or remedies arising out of a breach of any terms of this Agreement shall survive any such termination of this Agreement.
18.4 Sections 19 and 20, and any provision which by its terms are intended to survive any expiration or termination of this Agreement, will survive any expiration or termination of this Agreement. Your representations and warranties in this Agreement shall survive execution, delivery, acceptance, performance, expiration or termination of this Agreement.
19.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect.
19.2 Force Majeure. RepairClinic shall not be liable to You by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or Internet facilities, or any other cause which is beyond the reasonable control of RepairClinic, whether or not similar to the foregoing.
19.3 Assignability. You shall not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void. Subject to the preceding sentence, this Agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.
19.4 Severability. If any portion of this Agreement is held by a court with jurisdiction to be invalid or unenforceable, the remaining portions hereof, shall remain in full force and effect. If any provision of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction.
19.5 Governing Law; Consent to Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, U.S.A., without regard to its conflicts of law principles. You consent to the personal and exclusive jurisdiction of the Federal and Michigan State courts sitting in Michigan, U.S.A.. EACH PARTY WAIVES RIGHTS TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT. The U.N. Convention on the International Sale of Goods shall not apply to this Agreement.
19.6 Entire Agreement; Third Party Beneficiaries. This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter. There are no third party beneficiaries of this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement.
19.7 Notices. RepairClinic may provide notices to You by posting notices or links to notices in Your Network Affiliate Account Area. Notices to You also may be made via e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for the RepairClinic Network. If you provide notice to RepairClinic, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: RepairClinic, Inc., 48600 Michigan Ave, Canton, MI, Attn: President. Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of RepairClinic.
19.8 Language. The English language versions of this Agreement and Network Policies and Guidelines are the controlling versions thereof. All support and other inquiries regarding Your use of the RepairClinic Offering must be submitted to RepairClinic in English, and RepairClinic will communicate in English only.