This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Vyatta, Inc. Web Referral Program (the "Program"). As used in this Agreement, "we", "us", or "our" means Vyatta, Inc., and "you" means the applicant. "Vyatta Web Store" means the site that has its primary home page identified by the URL www2.vyatta.com/store, and "site" means a World Wide Web site. "Your site" means any site that you will link to the Vyatta Web Store Site (and which you will identify in your Program application).
1. Enrollment in the Program If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.
2. Link to the Vyatta Web Store If your site qualifies for enrollment in the Program (as determined by us in our sole discretion), you may place a Vyatta Web Store link on your site to enable business through the Vyatta Web Store. We will provide you with guidelines and graphical artwork to use in linking to the Vyatta Web Store Site home page. To permit accurate tracking, reporting, and referral commission accrual, we will provide you with special Unique Numerical Code to be used in all links between your site and the Vyatta Web Store Site. You acknowledge that, by participating in the Associates Program and placing any link to the Vyatta Web Store within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information. Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Vyatta Web Store, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Vyatta.com domain name. You also acknowledge that we may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of the links on your site (for example, to detect links that are broken or non-functional, etc.). Therefore, you agree that we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring). You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.
3. Order Processing We will process Product orders placed by customers who follow the link from your site to the Vyatta Web Store Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made by customers will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
4. Commission Fees We will pay you (in accordance with Sections 5 and 6 below) commission fees on certain Product sales to third parties. For a Product sale to be eligible to earn a commission, the customer must click-through a Special Link from your site to the Vyatta Web Store Site, and purchase the Product during a session. The session ends upon one of the following events: (a) 24 hours elapses from the customer's initial click-through, or (b) the customer orders the Product. We will only pay commission fees on eligible Products after order, payment and shipping have occurred. To permit accurate tracking, reporting and commission accrual, you must ensure that the Link between your site and the Vyatta Web Store Site are properly formatted. We will not be liable for paying commission fees on purchases that are not correctly tracked and reported because the links between your site and the Vyatta Web Store Site are not properly formatted. We will not, however, pay commission fees on any Products that are purchased after the customer has reentered the Vyatta Web Store Site (other than through a Special Link from your site), as determined by us, even if the customer previously followed a link from your site to the Vyatta Web Store Site. You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of commission fees and/or the termination of this Agreement. In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for Link on your site to access the Vyatta Web Store Site (e.g., by implementing any "rewards" program for persons or entities who use Links on your site to access the Vyatta Web Store Site); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Vyatta Web Store Site; (d) make any orders or subscription requests, or engage in other transactions of any kind on the Vyatta Web Store Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (f) other than providing Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Vyatta Web Store Site or otherwise around or in conjunction with the display of the Vyatta Web Store Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the commission fee schedule or artificially increase your commission fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the Vyatta Web Store Site (as determined by us) for the purpose of exceeding any commission fee threshold or by causing any page of the Vyatta Web Store Site to open in a customer's browser other than as a result of the customer clicking on a Link on your site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program.
5. Commission Fee Schedule Vyatta will pay you a commission equivalent to 5% of the total sales of Vyatta software subscriptions and Vyatta branded appliances to a third party customer. Payment will be sent when the amount owed to you equals $50 or more. When at least $50 of accumulated commission occurs, the payment will be sent via check within 30 (thirty) days of the current calendar quarter.
6. Identifying Yourself as an Associate You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: " the technical operation of your site and all related equipment " creating and posting Product descriptions on your site and linking those descriptions to the Vyatta Web Store Site catalog " the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials) " ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) " ensuring that materials posted on your site are not libelous or otherwise illegal " ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers. As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Vyatta Web Store Site. Modifications may include, for example, changes in the scope of available referral fees, referral 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 THE VYATTA WEB STORE SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 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 will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.