This agreement (the "Agreement") is entered into as of 01/01/09 (the "Effective Date") by and between the undersigned, (hereinafter referred to as the "Affiliate") and William Alan Corp. dba REI Wired, a Nevada corporation with its principal place of business located at 4019 W Waters Ave, Tampa, Florida 33624 (?REI Wired?) (collectively the "Parties").
WHEREAS, REI Wired has developed an online home listings and advertising business (the ?Business?) known as ?REI Wired? (the ?Mark?), which includes the web site located at the domain www.REIWired.com (the ?REI Wired Web Site?) and various other marketing tools and materials associated therewith (the ?REI Wired Marketing Materials?), the purpose of which is to provide the general public with a resource for the prompt sale of a home. Specifically, users of the REI Wired Web Site fill out a home information request form, thereby creating a ?Lead? (as hereinafter further defined), which REI Wired then immediately forwards to its affiliate that has the rights to the area in which the Lead is located. The affiliate then has the option of acquiring the home in question at a price and on terms negotiated directly with the Lead or arranging for the acquisition of the home by a third party at a price and on terms suitable to the Lead; and
WHEREAS, REI Wired desires to provide Leads to Affiliate for the territory set forth on Schedule 1.4 attached hereto and made a part hereof (the ?Affiliate Territory?), and Affiliate desires to be designated as the primary recipient of Leads for such Affiliate Territory;
WHEREAS, from time-to-time, REI Wired may require Affiliate to use certain REI Wired Marketing Materials beneficial to the Business and, therefore, REI Wired desires to provide a license to Affiliate so Affiliate may use such REI Wired Marketing Materials as may be necessary or required by REI Wired;
NOW, THEREFORE, in consideration of the covenants and conditions provided in this Agreement, and other good and valuable consideration, REI Wired and Affiliate hereby agree as follows:
1.1 Affiliate Territory. ?Affiliate Territory? means the territory set forth on Schedule 1.4 (on screen below) for which Affiliate shall be the primary recipient of all Leads generated by the REI Wired Web Site and shall have a license for the Trademarks, the REI Wired Marketing Materials and the REI Wired Proprietary Materials.
1.2 Business. ?Business? means REI Wired?s online home listings and advertising business.
1.3 REI Wired Content. "REI Wired Content" shall mean any and all proprietary images, artwork, copy, information, data, or knowledge of REI Wired located on and originating from the REI Wired Web Site.
1.4 REI Wired Marketing Materials. ?REI Wired Marketing Materials? shall mean any and all marketing materials, whether in written, electronic or other format, developed by REI Wired for the promotion of the Business.
1.5 REI Wired Proprietary Materials. "REI Wired Proprietary Materials" shall mean collectively the images, artwork, copy, information, data, knowledge, computer software, content and design of the REI Wired Web Site and the Business.
1.6 REI Wired Services. "REI Wired Services" shall mean any and all services defined or otherwise provided for in Article 2. of this Agreement.
1.7 REI Wired Trademarks. ?REI Wired Trademarks? shall mean the Mark and any and all other trademarks, service marks, trade names, logos, insignia, slogans, names, emblems, symbols, designs and/or other identifying characteristics of REI Wired and/or the Business used by REI Wired in connection with the REI Wired Web Site, the REI Wired Marketing Materials and/or the REI Wired Proprietary Materials.
1.8 REI Wired Web Site. "REI Wired Web Site" shall mean REI Wired?s web site located at www.REIWired.com and/or any mirror sites or alternate domains pointing to the REI Wired Web Site or mirror sites.
1.9 Lead. ?Lead? shall mean an individual who has completed and submitted a home information form on the REI Wired Web Site for the purpose of selling a residence.
1.10 Valid Lead. ?Valid Lead? shall mean a Lead generated from the REI Wired Web Site that contains at least the following information: First Name, Last Name, one (1) Phone Number or an E-mail Address, Street Address, City and State.
2. REI Wired SERVICES.
2.1 Real Estate Lead Generation Services. REI Wired agrees to operate and maintain the REI Wired Web Site for the purpose of Lead generation. Upon the submission by an individual of a home information request form for a home located in the Affiliate Territory that contains sufficient information to constitute a Valid Lead, REI Wired will directly route such Lead to Affiliate. Each Affiliate will have control of the activity in their territory. A password protected control panel will be provided. Upon delivery of a Lead to Affiliate, Affiliate warrants and agrees:
(i) to approve or deny the Lead by 5:00 p.m. local time on the third (2nd) business day from the time Affiliate receives the Lead?s information from REI Wired (the ?Response Period?);
(ii) to offer Affiliate?s highest level of service to the Lead to facilitate the Lead?s sale of the home under consideration.
In the event Affiliate does not contact such Lead within the Response Period, such Lead shall revert back to REI Wired and REI Wired shall have the full right to contact such Lead or reassign such lead to another affiliate of REI Wired, after which Affiliate will lose all rights hereunder to contact, and shall not contact or attempt to contact, such Lead. REI Wired agrees not to submit any such Lead to another affiliate unless Affiliate has not contacted the Lead prior to the end of the related Response Period; however, REI Wired reserves the right to forward any Lead at any time to internet based real estate information and resource services.
2.2 Other Lead Generation Services. From time-to-time REI Wired may generate leads for other services and/or goods normally associated with the sale of a home (such as moving and storage services, moving truck rental services, etc.) which leads may be derived from individuals located in the Affiliate Territory. REI Wired retains all rights with respect to any such leads.
2.3 REI Wired Proprietary Materials. REI Wired shall provide, at its sole discretion, Affiliate use of the REI Wired Proprietary Materials, if any, strictly in accordance with the license granted herein, for the sole purpose of facilitating the promotion of the Business.
2.4 Additional Marketing Services. Unless REI Wired and Affiliate agree otherwise, REI Wired will not provide any advertising or marketing services
(specifically including television, bill boards, newspaper, magazine and radio) other than those services set forth in Sections 2.1 through 2.3 hereinabove. If REI Wired and Affiliate agree to an arrangement whereby REI Wired shall provide any such additional marketing services to Affiliate (hereinafter the ?Additional Marketing Services?), such Additional Marketing Services (and the fees to be charged therefore) shall be set forth on Schedule 2.5 and attached hereto and made a part hereof.
2.5 Revision of REI Wired Services. REI Wired may modify, suspend or discontinue at any time any aspect of the REI Wired Services relating to any REI Wired Marketing Materials, REI Wired Proprietary Materials and/or Additional Marketing Services.
2.6 No Resale of REI Wired Services. Affiliate agrees that this Agreement is personal to Affiliate and that Affiliate may not resell, lease, license, assign or redistribute any portion of the Leads, REI Wired Services, REI Wired Marketing Materials, REI Wired Trademarks or REI Wired Proprietary Materials to anyone without REI Wired?s express prior written consent
2.7 Affiliate agrees that the success of REI Wired in their area is totally dependent on the affiliates promotion.
The affiliate agrees to promote REI Wired at their local real estate investment club, at least once per month, via flyers and personal appearances. Affiliate further agrees to advertise the site at least twice per month in the local newspaper available. Ads may be generic promotion or an ad for rehab home with the REI Wired URL in their ad.
3. LICENSE; PROPRIETARY RIGHTS.
3.1 REI Wired Proprietary Materials License. REI Wired hereby grants to Affiliate, and Affiliate hereby accepts, a personal, non-transferable, license, limited to the Affiliate Territory, (i) to use one (1) copy of the REI Wired Proprietary Materials, if any, and (ii) to use the REI Wired Trademarks and REI Wired Marketing Materials, if any, and certain other intellectual property of REI Wired, to advertise and market the REI Wired Web Site (the "REIWired.com License"). Nothing herein shall be interpreted to mean and REI Wired does not grant Affiliate any right or license in any REI Wired proprietary images, artwork, copy, information, data, knowledge, computer software or any other material or information of any kind or any other trademark, service mark or trade name exclusive of the REI Wired Proprietary Materials, REI Wired Marketing Materials and REI Wired Trademarks.
3.2 No Sublicense. Nothing herein shall be interpreted to mean and REI Wired does not grant to Affiliate any right or license to enter into sublicenses with respect to any portion of the REI Wired Proprietary Materials, the REI Wired Trademarks or the REI Wired Marketing Materials.
3.3 Copyright Notices. The REI Wired Proprietary Materials and REI Wired Marketing Materials are protected by copyright pursuant to federal copyright laws, international conventions and other copyright laws, and are owned, licensed or controlled by REI Wired. Affiliate will abide by any and all additional copyright notices, information, or restrictions contained in the REI Wired Proprietary Materials and REI Wired Marketing Materials.
3.4 REI Wired Trademarks. Nothing herein shall be interpreted to mean, and REI Wired does not grant Affiliate any right or license (except as otherwise provided in Section 3.1 hereinabove) in any REI Wired trademark, tradename, service mark, insignia, slogan, name, emblem, logo, symbol, design and/or other identifying characteristics owned by or associated with REI Wired, its parent, its subsidiaries or Affiliates, in any manner whatsoever.
3.5 REI Wired License Restrictions. Except as specifically provided for in this Agreement, Affiliate represents, warrants and covenants that Affiliate will not reproduce, modify, publish, transmit, participate in the transfer or sale of, distribute, publicly exhibit, display perform or digitally perform, or in any way exploit, any of the REI Wired Proprietary Materials, the REI Wired Marketing Materials or the REI Wired Trademarks, in whole or in part.
3.6 No Derivative Works. Affiliate represents covenants and warrants that it shall not reverse engineer, decompile, translate, or develop derivative works based on the REI Wired Proprietary Materials, the REI Wired Marketing Materials or the REI Wired Trademarks.
3.7 No Contesting of Rights. The Affiliate acknowledges and agrees that Affiliate will not, either during the existence of this Agreement or after the termination or expiration hereof, directly or indirectly contest or aid in contesting the validity, ownership or control of the REI Wired Proprietary Materials, the REI Wired Marketing Materials or the REI Wired Trademarks or take any action whatsoever in derogation of REI Wired's rights therein or in breach of any terms and conditions contained in this entire Article 3.
3.8 Reservation of Rights. Any and all rights to use any REI Wired Proprietary Materials, the REI Wired Marketing Materials or the REI Wired Trademarks not expressly granted to Affiliate under this Agreement are hereby reserved for REI Wired (the "REIWired.com Reserved Rights"). Nothing contained in this Agreement shall affect, impair, or limit in any way REI Wired's rights to exploit fully any or all of the REI Wired Reserved Rights.
3.9 Affiliate Territory Conflicts. REI Wired reserves the right to define each affiliate territory based upon criteria set by REI Wired. Should a conflict of markets occur, REI Wired reserves the right to arbitrate an equitable solution. The decision of REI Wired in matters regarding conflicting affiliate territories shall be final.
4. SYSTEM RULES.
Affiliate agrees to be bound by REI Wired?s rules that are important for the proper function of the REI Wired system. Affiliate's failure to follow these rules, whether set out in this Agreement, or in notices or bulletins posted on the REI Wired Web Site or e-mailed by REI Wired to Affiliate, may result in REI Wired terminating this Agreement. Affiliate hereby represents, warrants and covenants that Affiliate will abide by the following rules:
(i) Affiliate will not use the REI Wired Services or Lead information generated therefrom to e-mail, post, transmit, display, distribute or promote any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit or indecent material of any kind;
(ii) Affiliate will not use the REI Wired Services or Lead information generated therefrom to encourage, promote, solicit or commit conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
(iii) Affiliate will not use the REI Wired Services or Lead information generated therefrom to post, transmit, display, distribute or promote in any way, information, software, or other material that violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, trade secret, rights of privacy or publicity or any other proprietary right;
(iv) Affiliate will not use the REI Wired Services or Lead information generated therefrom to promote physical harm or injury against any group or individual;
(v) Affiliate will not disclose any of the Lead?s identifying information to any third party without the Lead?s express written consent or otherwise in violation of any local, state or federal law (including, without limitation, any applicable privacy laws);
(vi) Affiliate will not use or disclose any of the Lead?s information for any other purpose or use other than to facilitate the sale of the home under consideration; and
(vii) Affiliate will not engage in any act, individually or in conjunction with any third party, that would constitute a violation of the CAN-SPAM Act of 2003.
5. AFFILIATE WARRANTIES. Affiliate represents and warrants that: (i) Affiliate has the full and unrestricted right to enter into this Agreement; (ii) Affiliate is at least eighteen (18) years of age; and (iii) this Agreement has been duly and validly executed and delivered by Affiliate and constitutes the valid and binding agreement of Affiliate, enforceable against Affiliate in accordance with its terms and accept this agreement affiliation hereby accepts these terms.
6. AFFILIATE INDEMNITY. Affiliate hereby agrees to defend, indemnify and hold harmless REI Wired, its subsidiaries and affiliates, its directors, officers, employees, information providers, agents, licensors and licensees, and defend any action brought against same with respect to any and all costs, claims, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including attorneys' fees), asserted by a third party, arising out of or in connection with any acts by Affiliate in connection with Affiliate's use of the REI Wired Services, Lead information, the REI Wired Proprietary Materials, the REI Wired Marketing Materials and the REI Wired Trademarks, including, without limitation: (i) any claim which if true, would constitute a breach of any of Affiliate's representations, warranties, covenants or agreements hereunder; (ii) claims arising from the negligence or willful misconduct of Affiliate; (iii) any actual or alleged infringement or violation of any patent, trademark, trade name, copyright, trade secret, license or any other third party contract or other right (including, but not limited to, misappropriation of trade secrets or violation of the right of publicity or privacy); (iv) claims for bodily injury (including death) and property damage; and (v) any claim for payment of compensation or salary asserted by an employee, subcontractor, agent or licensor of Affiliate. Notwithstanding REI Wired's foregoing rights in this Article 6., REI Wired reserves for itself, at its own option, the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against REI Wired herein under the terms and provisions of this Article 6. and Affiliate shall in no event settle any such action without REI Wired's prior written consent. This entire Article 6. shall survive any expiration or termination of this Agreement.
7. TERM AND TERMINATION.
7.1 Term. This Agreement shall commence as of the Effective Date for a period of three months and shall automatically renew for successive periods of one month each unless either party gives the other party written notice of its intent not to renew this Agreement thirty (30) days prior to the end of the then current term. Once written notice is received billing will be halted at the end of your next
7.2 Termination. REI Wired reserves the right to terminate this Agreement immediately without notice upon Affiliate?s default hereunder. Affiliate shall remain liable for all fees and charges for REI Wired Services incurred through the date of such termination. Set up fees are non-refundable. REI Wired will retain all monies paid by Affiliate if the Agreement is cancelled because of Affiliate?s default. If this Agreement is terminated by either party, Affiliate must pay a new setup fee to reactivate the services provided hereunder. The new setup fee will be determined by REI Wired in its sole discretion. Because of the sensitive nature and large volume of multiple thousand dollar educational products, investing and proprietary information given to advertising partners of REI Wired no refunds will be issued.
7.3 Effect of Termination of Agreement. Upon the termination of this Agreement, all rights of Affiliate under the REI Wired License granted hereunder shall terminate and automatically revert to REI Wired and Affiliate shall immediately discontinue the use of the REI Wired Proprietary Materials, REI Wired Marketing Materials and REI Wired Trademarks and thereafter shall no longer use or have the right to use the REI Wired Proprietary Materials or any variation or simulation thereof, or any word or trademark similar thereto, or to (directly or indirectly) develop, create, market, distribute, sell, license or sublicense, or advertise any products and/or services in connection with the REI Wired Proprietary Materials, REI Wired Marketing Materials and REI Wired Trademarks. Upon the termination or expiration of this Agreement, Affiliate acknowledges that Affiliate's failure to cease the use of the REI Wired Proprietary Materials, REI Wired Marketing Materials and REI Wired Trademarks upon termination or expiration of this Agreement shall result in immediate and irremediable damage to REI Wired. Affiliate acknowledges and admits that there is no adequate remedy at law for such failure, and agrees that in the event of such failure, REI Wired shall be entitled to equitable relief by way of temporary and permanent injunction and such other and further relief as any court with jurisdiction may deem just and proper.
8. DISCLAIMER OF WARRANTIES. The Leads, REI Wired Proprietary Materials, REI Wired Marketing Materials and the REI Wired Services, if provided, will be provided "as is" to the fullest extent permissible by law. REI Wired makes no representations or warranties of any kind whatsoever for the Leads, REI Wired Proprietary Materials, REI Wired Marketing Materials, REI Wired Trademarks or the REI Wired Services or any breach of security associated with the transmission of sensitive information through the use of the REI Wired Proprietary Materials, REI Wired Marketing Materials, REI Wired Trademarks or the REI Wired Services, further, REI Wired disclaims any express or implied warranties, including without limitation, non-infringement, merchantability or fitness for a particular purpose. REI Wired and its subsidiaries and affiliates make no warranties and shall not be liable for the use of the Leads, REI Wired Proprietary Materials, REI Wired Trademarks or the REI Wired Services and any errors contained therein under any direct or indirect circumstances, including but not limited, to REI Wired's negligence.
9. LIMITATION OF LIABILITY. Under no circumstances shall REI Wired be liable for any special or consequential damages that are directly or indirectly related to the use of, or the inability to use, the REI Wired Proprietary Materials, REI Wired Marketing Materials, REI Wired Trademarks or the REI Wired Services, even if REI Wired or an authorized representative thereof has been advised of the possibility of such damages. In no event shall REI Wired?s total liability to Affiliate for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) exceed $100.00.
10. GOVERNING LAW. This agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this agreement shall be an appropriate state or federal court.
11. AGREEMENT. REI Wired reserves the right, at its sole discretion, to modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be e-mailed to Affiliate. Except with respect to the provisions of Section 14 below, in the event REI Wired makes a material change, Affiliate shall have five (5) business days from the date notification is sent to object in writing to a material and substantive change and terminate this Agreement.
13. FEES AND PAYMENT.
13.1 Fees. Regardless of whether or not Affiliate uses any or none of the REI Wired Services, REI Wired will charge Affiliate the monthly fees. REI Wired reserves the right to make reasonable changes to its fees at any time for any reason; provided, however, that whenever possible, REI Wired will give Affiliate reasonable notice of such change. From time to time, REI Wired may add or modify certain services related to the REI Wired Services, and REI Wired reserves the right to charge Affiliate additional or different fees in consideration for providing such new or modified services to Affiliate. Affiliate will also be liable for all attorney and collection fees arising from efforts to collect any unpaid balances on Affiliate's account.
13.2 Payment. Any and all charges and/or fees due hereunder must be paid in U.S. dollars in advance by automatic bank draft to such account of REI Wired as may be designated by REI Wired from time-to-time. Unless otherwise agreed, monthly payments are due in advance of services rendered on the 1st day of each month. If Affiliate elects to make its monthly payments due hereunder by automatic bank draft, Affiliate shall complete, sign and return to REI Wired the Bank Draft Authorization Form below.
13.3 Late Payments. In the event Affiliate has failed to pay any amount due hereunder within five (5) days of such payment?s due date, in lieu of immediate termination of this Agreement as provided for in Section 7.2 hereinabove, REI Wired may require Affiliate to pay a late fee penalty equal to five percent (5%) of the amount overdue, which amount will be added to the Affiliate?s next monthly payment obligation. An election by REI Wired to impose a late fee and to add such late fee to Affiliate?s next monthly payment obligation shall not constitute a waiver of its right to terminate this Agreement for any subsequent default by Affiliate. In the event REI Wired begins accepting payment by credit card, REI Wired reserves the right to charge any overdue amounts and any corresponding penalties to such credit card account as may be designated by Affiliate at REI Wired?s direction and to thereafter charge any and all of Affiliate?s monthly recurring fees arising hereunder to such credit card. Failure to designate an appropriate credit card account at REI Wired?s request shall constitute a material breach of this Agreement.
14. Failure to promote. In the event that the affiliate fails to promote the site in accordance to the marketing guidelines outlined in the marketing requirements (see 2.7) REI Wired at its sole discretion may terminate this agreement with 30 day notification.
15. No Partnership or Joint Venture. The parties hereto acknowledge and agree that nothing in this Agreement is intended to, nor does any provision hereof, create a partnership or any other type of joint venture between the parties hereto.
16. MISCELLANEOUS. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and there are no representations, understandings or agreements that are not fully expressed in this Agreement. Except for the payment of any monies due, if the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes. Affiliate shall not assign, without the prior written consent of REI Wired, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement. Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given when sent via e-mail to sales@REIWired.com in the case of notices to REI Wired and to the e-mail address of Affiliate in the case of notices to Affiliate. No confidential, fiduciary, contractually implied or other relationship is created between Affiliate and REI Wired other than pursuant to this Agreement. The failure of REI Wired to partially or fully exercise any right or the waiver by REI Wired of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Any cause of action Affiliate may have with respect to the REI Wired Services must be commenced within one (1) year.
Any other disputes will be resolved as follows:
Changes to this Policy
REI Wired reserves the right to change this policy at any time. Please check this page periodically for changes. Your continued use of our site following the posting of changes to these terms will mean you accept those changes. Information collected prior to the time any change is posted will be used according to the rules and laws that applied at the time the information was collected.