Listings Wide Open Affiliate & Referral Rules and Agreement
Last updated: November 26, 2017
Affiliate and Referral Agreement Terms
The following are the terms and conditions (this "Agreement" or the "Terms") for affiliates that direct potential customers to any Listings Wide Open ("LWO") website (the "Site") and where LWO has agreed to pay that affiliate ("you") for directing those potential customers to the Site. All references to LWO herein mean and refer to CopperSite, LLC, doing business as Listings Wide Open.
By accepting this agreement for being an affiliate of the Site, you agree to be bound by the Terms as stated herein without modification.
Nature of the Relationship
The nature of the relationship between LWO and you will be that of independent contractors for all purposes and in no event will any person employed by you be held or construed to be employees of LWO. Specifically, LWO is not a member of any partnership, joint venture or franchise arrangement with you.
Ownership and use of LWO Materials
"LWO Materials" include any legal materials, documents, contracts, software, products, web links, promotional material, email, information, partial LWO Material or any other materials provided by LWO, the Site or any LWO service in any way. LWO retains complete ownership and all rights to the LWO Materials. You do not have the right to use or change any of the LWO Materials without prior written consent of LWO. You do not have the right to use any LWO Materials for third party or competitive use. All use of LWO Materials, with or without prior written consent, will cease after termination of this agreement.
This Agreement will be for an indefinite term and can be terminated immediately without cause by either LWO or you providing notice to the other party. Upon termination, you will stop using LWO Materials and you will discontinue any use of the LWO service mark.
LWO agrees to pay you a commission (referral payment) of thirty dollars ($30.00) on all $97.00 sales generated from the traffic of your site, referral link (which will be given a tracking cookie) and any manually entered referral codes.
Only United States residents and businesses are eligible to receive commissions. All commissions are paid in US Dollars.
The total of the commission per referred customer will be $30.00 per month and will not be more than $30.00.
• If the sale is less than $97.00, then no commission will be paid.
• If the sale is more than $97.00, the commission is still $30.00 and will not be more than $30.00.
Pending payments are calculated and will appear on your Payments & Referrals website dashboard immediately upon referred customer signup.
• Commissions are only paid on referred customers that remain customers for the entire month.
• If a referred customer cancels before the end of their billing month, then no commission will be paid on that partial month.
• Commissions will be paid out within 30 days after the referred customer’s full month of subscription ends. This is approximately 60 days after the referred customer’s subscription begins.
• Commissions are only paid out when the total commissions payable are greater than $50.00.
• Commissions are only paid out if you have agreed to this Affiliate & Referral Agreement.
• Commissions are only paid out if you have a verified email address.
LWO reserves the right to change this commission payment and structure at any time without prior warning. Commission payments may end at any time without warning. If the LWO pricing plans change, LWO reserves the right to change the commission payments. If LWO ownership changes or LWO ceases business, the commission payments and structure may be terminated.
We will not provide any compensation for any referrals or traffic where the provision of any compensation for a referral is prohibited by law.
Commissions are paid only for transactions that actually occur between LWO and a sale. If the transaction does not actually occur, or if payment is not actually received by LWO, you will not be paid a commission. If payment for a sold account later results in a refund or charge-back, and if a commission or bonus was paid to you for that sold account payment, then the commission will be deducted from your future commissions. If LWO determines, in its reasonable discretion, that any sale was procured fraudulently or as a result of any violation of this Agreement, no commission will be paid for such sale. If any commissions are paid for a sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by LWO after payment, such payment amounts shall be deducted from your future commissions.
Personal use sales of the product will not be paid commission. This means that if you became an affiliate to get a referral payment (commission) to use Listings Wide Open for yourself, that is not allowed (and not cool). We track and reconcile every sale. If we find an affiliate has a single sale to themselves, we will not make a referral payment. Furthermore, it is not fair to other affiliates who have promoted in good faith only to have one of their prospects join the affiliate program to get their own commission and cut out the original affiliate.
The customer sign up tracking is cookie based, meaning that the last referral link clicked by a prospect will get credit for the sale. Alternatively, the prospective customer may manually enter a referral code, which will override the cookie. If multiple affiliates refer the same prospective customer, ultimately, it is up to the prospective customer to determine who referred them.
Before you can be paid any commission, you must provide LWO with a completed W-9 Internal Revenue Service Form. You will be deemed to have permanently waived all rights to commissions that were earned more than 120 days before submitting a completed W-9 to LWO. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way related to any commissions you receive from LWO. LWO commissions are only payable to United States residents and businesses.
You are solely responsible for all content development (and its cost) on your website.
You may be given or obtain access to non-public information of LWO that LWO considers to be of a confidential, proprietary, or trade secret nature, including, but not limited to, customer information, pricing, financial and operational information, business information and marketing information, in whatever form or media, whether or not marked as confidential (collectively "Confidential Information"). You agree not to use any Confidential Information disclosed to you by LWO for your own use or for any purpose other than to carry out your obligations under this Agreement. You will not disclose any Confidential Information to third-parties or to your employees or agents, other than employees and agents who are required to have the information in order to carry out your obligations under this Agreement. You agree to notify LWO immediately and in writing of any misuse or misappropriation of LWO's Confidential Information, which may come to your attention and to return LWO's Confidential Information upon the request of LWO. Confidential Information shall not apply to: (a) information that is or becomes a matter of public knowledge through no fault of or action by you, (b) information that prior to disclosure was rightfully in your possession as a result of disclosure by a third-party under no obligation or restriction of confidentiality, (c) information that, subsequent to disclosure, is rightfully obtained by you from a third-party under no obligation or restriction of confidentiality, and (d) information that is independently developed by you without use, knowledge or access to the Confidential Information of LWO.
Return of Confidential Property
Upon LWO's request (and upon termination of this Agreement), you will deliver to LWO all Confidential Information, memoranda, notes, records, drawings, manuals, disks, or other documents and media pertaining to LWO's business including all copies, extracts, summaries and analyses.
Limitations of Damages
LWO will not be liable to you for any exemplary, punitive, special or consequential damages, including lost revenues, lost profits or lost prospective economic advantage arising from any act or omission in performance or failure to perform under this Agreement, even if LWO is at fault and/or knew or should have known of the possibility thereof, and you hereby release and waive any claims against LWO regarding such damages.
Trademarks and Other Intellectual Property
You acknowledge that all rights in any registered trademarks or any pending trademark registrations associated with the business of LWO (i.e., trademarks, service marks, slogans, logos, designs and other similar means of distinction), including all goodwill pertaining thereto, shall be the sole property of LWO. You may use and display such trademarks only in the manner and for the purpose authorized by LWO, and only during the Term of this Agreement. LWO reserves the right to add to, change or discontinue the use of any trademark it owns, on a selective or general basis, at any time. You shall not use any trademark or trade name of LWO in any corporate, partnership or business name without LWO's prior written consent. CopperSite, LLC. is the owner of the LWO trade name, brand and service mark.
No press releases mentioning your affiliate program participation may be made without prior written consent of LWO to a release being made. You will provide a copy of any press releases to LWO.
Spamming and Unsolicited Communications
Any communications sent or authorized by you reasonably deemed "spamming" or any other unsolicited solicitations including without limitation postings on social media or third party blogs will be deemed a material threat to LWO’s reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
You agree to conduct yourself with due regard to public conventions and morals and agree that you will not do or commit any act or thing that will tend to degrade LWO or bring it into public hatred, contempt, scorn or ridicule or that will tend to shock, insult or offend the community or ridicule public morals or decency. Further, you will not market LWO's Site or products using illegal, unethical, or misleading methods, or through inaccurate content.
Anything you communicate in marketing or advertising any LWO service or opportunity must be true and accurate. Claims that relate to any LWO service or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports LWO. You may not use the intellectual property of any other person or entity in advertising LWO.
You are not permitted to disparage the products or services of any other person or entity, including without limitation the products or services or a competitor of LWO.
You agree to protect, defend, indemnify and hold harmless LWO, its officers, directors, employees, owner(s) and parent company(ies) and assigns from and against all claims, demands and causes of action of every kind and character without limit arising out of your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against LWO for liability for payments for, damages caused by, or other liability relating to you.
LWO does not promise, guarantee or warrant your business success, income or sales. LWO WEBSITES AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. LWO MAKES NO REPRESENTATION OR WARRANTY THAT ANY LWO WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY LWO WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT ANY LWO WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY LWO WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation of Liability
You agree that in no event shall LWO’s liability to you for any claim of any kind or description exceed the amount of three (3) times the commissions paid to you for the month preceding the date in which the facts giving rise to a claim against LWO occurred. You waive any right to special, indirect or consequential damages of any kind or description.
LWO will not be responsible to you for any delay, damage or failure caused by or occasioned by a Force Majeure Event, meaning any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations or any governmental authorities having jurisdiction over the premises, inability to procure material, equipment or necessary labor in the open market, acute and unusual labor, material or equipment shortages, or any other causes beyond the control of LWO. Delays due to any of the above causes shall not be deemed to be a breach or failure to perform under this Agreement. LWO shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.
Waiver of Class Action Claims
You understand and agree that you will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under or be in any way related to this Agreement. There is no right or authority for any claim you have against LWO to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public or on behalf of other persons or entities similarly situated. Claims brought against LWO may not be joined or consolidated with claims brought by anyone else.
You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either you or LWO commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.
Modification to Terms
LWO reserves the right to change these terms at any time and to notify you by updating and posting these terms on its Site. LWO is not bound by any other modifications to these terms and conditions unless signed in writing by an authorized LWO officer.
This Agreement, the Site Terms and Conditions and the Site Legal Disclaimer, as amended from time to time, and located at http://www.listingswideopen.com constitute part of this Agreement.
This Agreement cannot be assigned.
No failure or delay, on the part of LWO, in exercising any right or power under these Terms will operate as a waiver of such right or power.
If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
Governing Law and Notices
In respect to construction, interpretation, validity and enforcement, these Terms are to be construed in accordance with and governed by the laws of the state of Wisconsin in the United States. You consent to the exclusive jurisdiction of the courts of the State of Wisconsin, United States. Any notice under this Agreement will be in writing and delivered in person or by public or private courier service. All notices will be addressed to Listings Wide Open located at 3215 Golf Road #122, Delafield, WI, 53018. Any notices to you may be delivered to you at the address, email address provided in your application or to any address later provided.
The end user of LWO's Material will be subject to the Site's terms and conditions and disclaimers.
This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors of LWO and you.
The headings, captions, titles, and numbering system are inserted only as a matter of convenience and may under no circumstances be considered in interpreting the provisions of this Agreement.