Affiliate Terms of Use

AFFILIATE TERMS OF USE

THESE AFFILIATE TERMS OF USE ("AGREEMENT") IS ENTERED INTO BY AND BETWEEN NeedTags, a California Department of Motor Vehicles ("DMV") authorized BPA (Business Partner Automation) provider under CVC 1685, license number 89953 ("NeedTags", "We") AND the INDIVIDUAL or entity AGREEING TO BE BOUND BY this Agreement ("AFFILIATE", "You"). BY ACCEPTING THIS AGREEMENT, EITHER BY CHECKING A BOX INDICATING AFFILIATE'S ACCEPTANCE OF THIS AGREEMENT, PERFORMING SOME OTHER FORM OF ASSENT, OR BY EXECUTING THIS AGREEMENT OR ANY DOCUMENT THAT INCORPORATES THIS AGREEMENT AND OF WHICH THIS AGREEMENT IS A PART, AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT. AFFILIATE REPRESENTS TO NeedTags THAT AFFILIATE HAS THE AUTHORITY TO BIND AFFILIATE TO THIS AGREEMENT.

This Agreement is effective as of the date Affiliate accepts this Agreement (the "Effective Date").

RECITALS

WHEREAS, NeedTags is in the business of (a) providing online and in-person California vehicle registration and titling services, and (b) providing other services (the services described in clauses (a) and (b) above shall, collectively, be referred to as the "Services");

NOW, THEREFORE, in consideration of the promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Affiliate and NeedTags agree as follows:

1. Referrals

1.1. Affiliate shall (a) promote the Services to Affiliate's clients, customers and other contacts, and (b) refer Affiliate's network of followers and connections to NeedTags (collectively, the persons described in clauses (a) and (b) above shall be referred to as "Referrals") pursuant to the terms of this Agreement. NeedTags shall only be required to pay Affiliate a Referral Fee (as defined in Section 2.3) for those Referrals (i) that at the time of such referral the Referral is not receiving any Services and has never received any services from NeedTags; (ii) with whom NeedTags enters into a contractual relationship; (iii) to which NeedTags provides Services; (iv) from which NeedTags actually receives payment in exchange for the provision of Services; and (v) that use an Affiliate-specific link, code, web form (source code), provided by NeedTags to Affiliate, to enter into a contractual relationship with NeedTags. Notwithstanding anything to the contrary herein, NeedTags shall have no obligation to provide Services to any Referral and the election to enter into any contractual relationship with, and provide the Services to, any Referral shall be made by NeedTags in its sole and absolute discretion.

2. Fees and Payment

2.1. Value Point-Based System. For each Referral satisfying all of the conditions set forth in Section 1.1 (i) through (v), the Referral is assigned a point value as follows: (i) 1 point for Referrals in the past 90 days, (ii) 0.5 points for Referrals in the past 91-180 days, and (iii) 0.25 points for Referrals in the past 181-365 days.

2.2. Partner Tiers. On the 1st business day of each month, each Affiliate will be assigned to a partner tier (Silver, Gold, or Diamond Tier, collectively referred to as "Partner Tiers") based on the combined point value of the Affiliate's qualifying Referrals. Each Partner Tier corresponds with tier percentages for Referrals (the "Tier Percentages"), which are used to calculate payment for Referrals as set forth in Section 2.3. The Partner Tiers and Tier Percentages are as follows: (i) Silver Tier, 0-99 points, Tier Percentages: 10%. (ii) Gold Tier, 100-499 points, Tier Percentages: 20% and (iii) Diamond Tier, 500+ points, Tier Percentages: 30%. Once assigned to a Partner Tier, an Affiliate will not be downgraded to a lower Partner Tier (i.e. from Diamond to Gold, from Diamond to Silver, or from Gold to Silver) until their combined point value remains below the required point level for the higher Partner Tier for two (2) consecutive calendar months.

2.3. Payment for Referrals. For each Referral satisfying all of the conditions set forth in Section 1.1 (i) through (v), NeedTags shall pay to Affiliate an amount equal to the Affiliate's assigned Tier Percentage, multiplied by the amount that NeedTags actually receives in Service Fees from such Referral for the provision of Services ("Referral Fee"). As used herein, the term "Service Fees" shall mean the fee charged by NeedTags to Referral for Services. Service Fees shall expressly not include fees transferred to the California Department of Motor Vehicles on behalf of Referral, shipping and handling fees, credit card processing fees, Business Partner Automation fees, any add-ons or additional products or services other than basic access to the Services, as determined by NeedTags in its discretion.

2.4. Timing of Payment. NeedTags shall pay any accrued Referral Fee to Affiliate no later than thirty (30) days after the date on which the Affiliate's account has accumulated at least one hundred dollars ($100.00). For the avoidance of any doubt, NeedTags shall have no obligation to pay Affiliate any Referral Fee in the event the relevant Referral fails to pay Service Fees to NeedTags, performs a chargeback with their financial institution, disputes a transaction or requests a fee reversal.

2.5. Method of Payment. You expressly authorize NeedTags' service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize NeedTags to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Receive Only End Users must be at least 13+ years old in order to create a Dwolla account. Dwolla’s Privacy Policy is available here.

2.6. Termination of Payment Obligation. Notwithstanding anything to the contrary herein, any obligation of NeedTags to pay a Referral Fee to Affiliate pursuant to any Referral shall terminate upon the earlier of the following to occur: (i) the date upon which the contractual relationship by and between NeedTags and such Referral terminates or expires; (ii) termination of this Agreement pursuant to Sections 3.2 (i) or (ii); or (iii) termination of this Agreement by NeedTags for Cause (as defined in Section 3.2).

3. Term and Termination

3.1. Term. The initial term of this Agreement (the "Initial Term") shall commence on the Effective Date and shall continue for a period of twelve (12) months thereafter, unless otherwise terminated in accordance with the terms set forth herein. Thereafter, unless otherwise terminated in accordance with the terms set forth herein, this Agreement shall continue for successive one (1) month terms. The Initial Term and any subsequent term shall collectively be referred to as the "Term". Each party's obligations under this Agreement shall continue for such periods of time as indicated herein so long as the applicable Referral was made during the Term.

3.2. Termination. Without limiting any right or remedies under this Agreement or at law, either party may terminate this Agreement (i) immediately if the other party becomes insolvent or becomes the subject of a bankruptcy petition or a receiver or trustee is appointed for the majority of its assets; (ii) the other party breaches this Agreement and, following fifteen (15) days' written notice, fails to cure such breach; or (iii) for any or no reason upon no less than thirty (30) days' written notice to the other party. In addition to the foregoing, NeedTags shall have the right to terminate this Agreement immediately for Cause (as defined below). The term "Cause" shall mean Affiliate or any member, manager, director, or officer of Affiliate (as applicable) committing fraud, embezzlement, theft, or any felony conviction. Notwithstanding anything to the contrary herein, this Agreement shall automatically terminate on the date on which no Referral has a contractual relationship with NeedTags.

3.3. Effect of Termination. NeedTags shall pay Affiliate for all amounts owed under this Agreement up to the effective date of termination, except that NeedTags' payment obligations for Referrals made during the Term and for which the conditions in Section 1.1 (i) through (v) are met shall continue as provided for in Section 2.3.

4. Non-Exclusivity

4.1. NeedTags shall have the right to enter into agreements similar to this Agreement with any third party, which such third party may include any competitor of Affiliate.

5. Non-Solicitation

5.1. During the Term and for a period of two (2) years after any termination of this Agreement, Affiliate shall not directly or indirectly, on Affiliate's own behalf or in the service or on behalf of others, in any capacity: (a) solicit the business or patronage of any NeedTags client or customer (including, but not limited to, Referrals) for itself or for any other person or entity in competition with the Services; (b) divert, entice, or otherwise take away from NeedTags the business or patronage of any client or customer of NeedTags (including, but not limited to Referrals), or attempt to do so; or (c) solicit or induce any customer or client of NeedTags (including, but not limited to, Referrals) to terminate or reduce its relationship with NeedTags.

6. Independent Contractor

6.1. NeedTags and Affiliate agree that each party shall perform its duties under this Agreement as an independent contractor. Neither party to this Agreement is an agent, representative or employee of the other party. Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or otherwise bind the other party except as specifically provided herein. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or impose any liability attributable to such a relationship.

7. Confidentiality

7.1. Affiliate shall hold NeedTags' Proprietary or Confidential Information (as defined below) in strict confidence. The sole purpose of any disclosure to Affiliate of NeedTags' Proprietary or Confidential Information is to allow Affiliate to perform Affiliate's obligations under this Agreement. Affiliate shall not make any use of any Proprietary or Confidential Information of NeedTags, except for the purposes of performing Affiliate's obligations hereunder. Affiliate agrees not to disclose any Proprietary or Confidential Information to any third party without NeedTags' prior written consent. NeedTags' Proprietary or Confidential Information shall remain the sole and exclusive property of NeedTags. The parties hereby agree and acknowledge that in the event of use or disclosure by Affiliate other than as specifically provided for in this Agreement, NeedTags may be entitled to equitable relief and/or other relief as specified in this Agreement or is otherwise available at law or in equity. Within fifteen (15) days after the termination or expiration of this Agreement, upon request, Affiliate shall return to NeedTags all Proprietary or Confidential Information of NeedTags (and any copies thereof) in Affiliate's possession or, with the express request and approval of NeedTags, destroy all such Proprietary or Confidential Information as requested and authorized pursuant to this section. For the purposes of this Agreement, the term "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, source code, operational information, technical information, business information, notes, customer lists, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the party receiving such information; (ii) was previously known to the party receiving such information or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process.

8. Electronic "E-Signature", Consent, and Communication

8.1. In accordance with The Electronic Signatures in Global and National Commerce Act (ESIGN) Affiliate agrees that use of a keypad, keyboard, mouse or other device to select an item, button, icon or similar act/action while using the NeedTags website (www.needtags.com) or in accessing or making any transactions regarding any agreement, acknowledgement, consent, terms, disclosures, service requests, or conditions constitutes your Electronic Signature ("E-Signature"), acceptance and agreement as if actually signed by you in writing. You agree that no certification authority or other third party verification is necessary to validate your E-signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting request, agreement, or contract between you and NeedTags.

9. Password Registration and Protection

9.1. Parts of the NeedTags website (www.needtags.com), which shall be referred to as the "Website", are restricted and require a user identification code ("User ID") and a user password for access. Unauthorized use of such parts of the Website is strictly prohibited. Actual or attempted unauthorized use of or access to such areas may result in criminal or civil prosecution or both. Attempts to access such areas without authorization may be monitored and recorded, and any information obtained may be given to law enforcement entities in connection with any investigation or prosecution of possible criminal activity on the Website. If you are not an authorized user of such areas or do not consent to continued monitoring, you should not attempt to access such areas. You understand that we may suspend or terminate your use of your user ID and password at any time for any or no reason. If access to your account is suspended or terminated, you acknowledge that you have no right to access the Website. Notwithstanding such suspension or termination, the remainder of these Terms of Service shall remain in effect.

10. Trademarks And Copyrights

10.1. All contents of the Website, including but not limited to any text, software, files, graphics, photos, images, design, video, and data found on the Website (collectively, the "Materials"), are the property of and owned by NeedTags, and are protected by copyright, trademark and other laws of the United States. Except in limited circumstances as described below, use of the Materials other than viewing the site, including but not limited to the reproduction, copying, modification, display, adaptation, publication, translation, public performance, reverse engineering, transfer, transmission, broadcast, distribution, licensing, sale or gift in whole or in part, or the creation of derivative works from such Materials, is expressly prohibited.

11. Use of Material From The Website

11.1. In circumstances where certain areas of the Website expressly provide that you are authorized to use Materials from the Website outside of the Website, your authorized use is limited solely to your own personal use and that in the scope of which you have entered into an agreement with NeedTags as an Affiliate. Your use of the Materials prohibits you from displaying, publicly performing, publishing, transmitting, distributing, broadcasting, or otherwise making available to any third party such Materials, even without charge, or authorizing, encouraging, providing or allowing any of the Materials used or obtained by you to be used, reproduced, copied, modified, displayed, adapted, published, translated, publicly performed, reverse engineered, transferred, transmitted, broadcast, distributed, licensed, sold, given or otherwise used by any third party. NeedTags reserves every right to further restrict or revoke your authorization to use the Materials and to bring whatever legal action it deems necessary to enforce these Terms of Service.

12. Material You Submit

12.1. You may not use a false email address or impersonate any person or entity. You acknowledge that you are responsible for any submission ("Content") you make, including the legality, reliability, appropriateness, and originality. You may not upload to, distribute or otherwise publish through this Website any content that (i) is defamatory, libelous, fraudulent, obscene or threatening; infringing on third parties' intellectual property rights, including but not limited to trademark, right of publicity, copyright or patent rights, right of privacy, trade secret or other proprietary rights; or harassing, abusive, illegal or otherwise objectionable, (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any applicable law, statute, ordinance or regulation, or (iii) may contain software viruses, spyware, Trojan horses, political campaigning, chain letters, mass mailings, commercial advertising or any form of "spam."

12.2. By submitting Content you grant NeedTags unlimited, worldwide, perpetual, license and right to publish, display, use, publicly perform, adapt and modify the Content, or any component thereof, with or without attribution, as well as to use your name, likeness, and other personally identifying indicia ("Name and Likeness"), in any way, including for advertising and promotional purposes, in any and all media, without limitation at to time or territory, and without additional consideration to you. You acknowledge that you have no right to review or approve how your Content or Name and Likeness is used.

13. Disclaimers

13.1. The material contained on the Website may contain inaccuracies and typographical errors. You agree that we are not liable for content that is provided by others. We have no duty to prescreen content that is submitted by third parties (including you) to the Website, but we have the right to refuse to post or to edit submitted content. We reserve the right to remove content for any reason, but we are not responsible for any failure or delay in removing such material. Changes are periodically made to the Website and may be made at any time. YOUR USE OF THE Website IS AT YOUR SOLE RISK. THE Website IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE Website OR ANY FEATURE OR PART THEREOF AT ANY TIME. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEEDTAGS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE Website ARE NONINFRINGING; THAT ACCESS TO THE Website WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE Website WILL BE SECURE; THAT THE Website OR THE SERVER THAT MAKES THE Website AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE Website WILL BE COMPLETE, ACCURATE, RELIABLE OR TIMELY. WHILE ACCESSING THE Website AND WHEN DOWNLOADING ANY MATERIALS FROM THE Website, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ACCESSING OR DOWNLOADING OF ANY SUCH MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEEDTAGS OR THROUGH OR FROM THE Website SHALL CREATE ANY WARRANTY OF ANY KIND. NEEDTAGS DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THE Website IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE.

13.2. IN CERTAIN STATES, THE LAW MAY NOT PERMIT THE DISCLAIMER OF WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

14. Limitation Of Liability

14.1. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT NEITHER NEEDTAGS NOR ANY OF ITS AFFILIATES OR THIRD-PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES RELATING TO OR RESULTING FROM YOUR USE OF OR INABILITY TO USE THE Website OR ANY OTHER Website YOU ACCESS THROUGH A LINK FROM THE Website OR FROM ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF EMAIL MESSAGES YOU SEND US. THESE INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, YOUR LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES.

14.2. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, AS THE RESULT OF NEGLIGENCE OR OTHERWISE ARISE OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS OR MATERIALS AVAILABLE FROM THE Website, AND EVEN IF WE OR OUR REPRESENTATIVES HAVE BEEN NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

15. Disputes

15.1. NeedTags and Affiliate agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. If any negotiation required by this Section 15.1 fails, then at the written request of either party, any controversy, dispute or claim arising out of or relating to this Agreement or any breach hereof shall be finally settled by arbitration by a single arbitrator in Los Angeles, California, pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association. The award made in such arbitration shall be entered in any court having jurisdiction thereof solely for the purpose of applying for an order confirming, modifying, correcting or vacating the award. Except to the extent required by law, no party, arbitrator, representative, counsel or witness shall disclose or confirm to any person not present at the arbitration hearings any information about the hearings, including the names of the parties and arbitrators, the nature and amount of the claims, the financial condition of any party, the expected date of hearing or the award made. Each party shall bear such party's own costs and expenses of such arbitration, except that one-half (1/2) of the arbitrator's fees shall be paid by each party.

16. Indemnity

16.1. You agree to defend, indemnify, and hold harmless NeedTags, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any of your content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your participation in the NeedTags Affiliate Program.

16.2. You also agree that you have a duty to defend us against such claims, and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys' fees, arbitration costs, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

17. Severability

17.1. In the event that a court finds any provision of this Agreement invalid and/or unenforceable, NeedTags and Affiliate agree that the remaining provisions shall remain valid and in full force.

18. Waiver

18.1. No express or implied waiver by either party of any breach of any term, condition, or obligation set forth in this Agreement by the other party shall be construed as a waiver of any subsequent breach of that or any other term, condition, or obligation.

19. Counterparts

19.1. This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all together of which shall constitute but a single document.

20. Force Majeure

20.1. Neither party shall be liable for service interruptions, delays, failure to perform, damages, losses or destruction, or malfunction of any consequence thereof caused or occasioned by, or due to fire, water, flood, the elements, acts of God, war, civil disturbances, explosions, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond the effected party’s reasonable control. The party so delayed or prevented from performing shall provide prompt notice of such event to the other party and shall exercise good faith efforts to remedy any such cause of delay or cause preventing performance.

21. Amendment and Modification to Terms of Service

21.1. We reserve the right, in our sole discretion, to change these Terms of Service at any time by posting revised terms on the Website. It is your responsibility to check periodically for any changes we may make to these Terms of Service. Your continued participation as an Affiliate following the posting of changes to these terms or other policies means you accept the changes. No change, amendment, modification, termination or attempted waiver by you of any of the provisions set forth herein shall be binding unless made in writing and signed by a duly authorized representative of NeedTags and no promise, representation, inducement or statement of intention has been made by either party which is not embodied herein.

22. Notice

22.1 All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given at the time such communication is sent by registered or certified mail (return receipt requested), or recognized national overnight courier service, or delivered personally, to the following address (or other address as shall be specified by like notice and made to the attention of both the CEO and Legal Team):

NeedTags
Attn: Legal Team
7411 Laurel Canyon Blvd. Suite 5
North Hollywood, CA 91605-3160

23. Survival

23.1. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening.