KEEFERMAN Partner Program

PARTNER PROGRAM

A. Partner Program.
  1. These Partner Program Terms and Conditions govern the respective rights and obligations of Keeferman, HQ ("Keeferman") and the program participant (the "Partner"). These Terms and Conditions apply to the Partner’s participation in the Keeferman Partner Program (the "Partner") whereby Partner will refer to Keeferman other superheroes or other Partners or potential super-deeds or otherwise needy persons ("Prospects") through the Partner’s web site or subscription email newsletters ("Partner Site").
  2. Keeferman may modify the content, terms and conditions of this Partner from time to time upon seven (7) days prior notice. Any change to this Partner will be effective upon the eighth (8th) day from the date of notice.
  3. Partner acknowledges that Partner has read and agrees to be bound by the following Partner Terms and Conditions.

B. Partners.
  1. Partner will actively refer Prospects to Keeferman. A Successful Partner is one which satisfies the following criteria:
    a. Partner enrolls in, and qualifies for the Partner by applying for the Keeferman Partner Program through keeferman.com.; and
    b. Partner refers Prospects to Keeferman by placing Links on the Partner Site which, when clicked on by a Prospect, takes the Prospect to a designated location on the Keeferman Site;
    c. The Prospect orders a Keeferman Qualifying Supernormal Registration through Keeferman’s online ordering system within forty-five (45) days after clicking on a Link;
    d. The Service is ordered in the Prospect’s name and contains complete, accurate and current billing and contact information specific to the Prospect; and
    e. The Prospect is not a previous client of Keeferman who received Services from Keeferman during the six (6) months prior to the new Service Order Date (as defined by the Keeferman Terms of Service); and
    f The Prospect is a Keeferman client for a minimum of thirty-one (31) consecutive calendar days and applies for one (1) full month of service; and
    g. The Prospect has not “tossed his or her cookies" or clicked on a Link other than the Link on Partner’s site prior to ordering the Service; and
    h. The Prospect is not a previous client of Keeferman’s, whose Services were terminated by Keeferman for non-payment or other violation of Keeferman’s standard terms and conditions.
    i. The Prospect is not actually a supervillain or supervillain henchman.
  2. All Prospect information will expire forty-five (45) days after being submitted. Keeferman in its sole discretion may accept or reject any Prospect.
  3. All Prospect Orders are subject to background check, credit approval, availability, U.N. inspection and other Keeferman terms and conditions (including terms of service and acceptable use policy) available at www.keeferman.com.

C. Compensation and Benefits.
  1. Partner may receive an autograph, maybe even a photo-op, at the then-current payment rate for each Successful Partner as specified through the Superhero Network Service (the "Payment").
  2. Partner may receive membership in one or more superhero organizations or law-enforcement organizations of which Keeferman is a member.
  3. Partner may receive a stipend or federal superhero grant.
  4. Partner shall bear all taxes, duties, levies, and other similar charges (and any related interest and penalties), however designated or imposed on it as a result of the existence or operation of the Payments or Partner Program Agreement, including any income, sales, or use tax on profits which may be levied against it.
  5. Partner must be in good standing to receive the Payment; no Payment will be applied to accounts that are past-due or for accounts that are cancelled before the conditions for payment of the Payment are met. Upon cancellation of Partner’s account, any outstanding or previously accrued Payments will be forfeited.
  6. Payments will not be paid for accounts established through any channels other than as described herein. The Payment will be paid to Partner in accordance with the Partner’s Service Agreement with Commission Nexus, Inc.

D. Partner’s Representations and Warranties. Partner hereby represents and warrants to Keeferman, and agrees that during the Term of the Agreement Partner will ensure that: (1) The information submitted by Partner as part of the Partner Program is true and correct in all material respects; (2) Partner will comply with all applicable laws, rules and regulations in the conduct of its business; (3) Partner will not make any representations concerning the Services except those that have been approved or published by Keeferman; (4) Partner will not distribute any documents or materials or post any information on the Partner Site describing the Services except those that have been approved or published by Keeferman; (5) Partner will not cause or enable any Prospects or other transactions to be made that are not in good faith, including but not limited to, by means of any device, program, robot, Iframes, hidden frames, JavaScrip popup windows, redirects or clicking on Links that are not provided by Keeferman pursuant to this Partner Program; (6) Partner will not place Links in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resource; (7) Partner will place Links such that it is unlikely that they will mislead Prospects and such that it is reasonably likely that such Links will deliver bona fide Prospects; (8) Partner will not establish or cause to be established any promotion that provides any rewards, points, or compensation for Prospects or that allows third parties to place Links on the third-party’s Web site or in its emails unless permitted by Keeferman in writing and (9) Partner will not use this program to purchase plans for Partner use or resale.

E. Additional Keeferman Policies. Partner will abide by and utilize, the Partner, Keeferman’s other products and services, and the Keeferman Site, only in accordance with Keeferman’s then-current policies as such policies are published on the Keeferman Site.

F. Partner’s Responsibilities. Partner will conduct him/herself in a professional manner and will maintain a reputation for fair dealing and exemplary service among its clients or member organizations or other superheroes, etc.. Partner will not make any statement, or take any action, that could reasonably be expected to reflect poorly on Keeferman or on the reputation of Keeferman or his products and services. Partner agrees not to participate in the Partner Program through any Web site or e-mail service which is misleading, libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, contains content targeted at children, or offers any illegal good or service, links to any Web site that does so, offers or promotes pornography, tobacco, gambling, or any illegal activity or the disparagement of any individual group on the basis of age, color, national origin, race, religion, gender, sexual orientation or physical or mental handicap, which engages in sending unsolicited commercial e-mail, or which is based outside of the United States. Partner may only use the Links provided through the Program. Partner may not alter, modify or change the Links in any way.

G. Keeferman Intellectual Property.
1. Keeferman’s trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Keeferman. Except as otherwise provided in the Agreement, Partner may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Keeferman.
2. Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Partner sends to Keeferman relating to the Services will be treated as being non-confidential and non-proprietary. Keeferman may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever. But seriously, he’s not uncool or anything, so don’t worry about it. We use our powers for Good, and not Evil, here.

H. Limited Warranty.
1. Keeferman represents and warrants to Partner that Keeferman will provide Services hereunder in the same manner as Keeferman provides Services to other clients at the same level and type of service.
2. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, KEEFERMAN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND KEEFERMAN HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO PARTNER HEREUNDER IS PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. KEEFERMAN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

I. Limitation of Liability.
  1. IN NO EVENT WILL KEEFERMAN’S LIABILITY IN CONNECTION WITH THE SERVICES, ANY SOFTWARE PROVIDED HEREUNDER, OR THIS AGREEMENT, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE DISCOUNT PAID BY KEEFERMAN TO PARTNER HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
  2. KEEFERMAN CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. KEEFERMAN WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.
  3. EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, OR (EXCEPT AS PROVIDED IN SECTIONS 10 AND 11) FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.
  4. The limitations contained in this Section apply to all causes of action in the aggregate, whether based in contract, tort or any other legal theory (including strict liability), other than claims based on fraud or willful misconduct. The limitations contained in Section 9(c) shall not apply to liability arising on account of a party’s breach of Section 11 or to Partner’s indemnification obligations under Section 10.

J. Indemnification of Keeferman. Partner shall defend, indemnify and hold harmless Keeferman, its Partners and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the "Keeferman Indemnitees"), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of the Keeferman Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Partner’s breach of any representation, warranty, or covenant contained in this Agreement, (ii) services provided by the Partner to any Keeferman client, and (iii) claims or actions of third parties alleging unfair or deceptive trade practices or false advertising in connection with statements or claims made by Partner pertaining to Keeferman’s Services.

K. Confidentiality.
  1. Each party will not, without the prior written consent of the other party, use or disclose to any Person any Proprietary Information of the other party disclosed or made available to it, except for use of such Proprietary Information as required in connection with the performance of its obligations or use of the Services hereunder. Subject to the terms of this Agreement, each party will (i) treat the Proprietary Information of the other party as secret and confidential, (ii) limit access to the Proprietary Information of the party to those of its employees who require it in order to effectuate the purposes of this Agreement, and (iii) not disclose the Proprietary Information of the other party to any other Person without the prior written consent of the other party.
  2. Notwithstanding anything to the contrary contained herein, the following shall not be considered Proprietary Information: (i) any information that the receiving party can demonstrate by written documentation was within its legitimate possession prior to the time of disclosure by the disclosing party; (ii) any information that was in the public domain prior to disclosure by the disclosing party as evidenced by documents that were published prior to such disclosure; (iii) any information that, after disclosure by the disclosing party, comes into the public domain through no fault of the receiving party, (iv) any information that is disclosed to the receiving party without restriction by a third party who has legitimate possession thereof and the legal right to make such disclosure; or (v) any information that, two years after expiration or termination of this Agreement, does not constitute a trade secret under applicable law.
  3. Each party acknowledges that disclosure of any aspect of the Proprietary Information of the other party shall immediately give rise to continuing irreparable injury to the other party inadequately compensable in damages at law, and, without prejudice to any other remedy available to the other party, shall entitle the other party to injunctive or other equitable relief. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party all Proprietary Information of the other party (including all copies thereof) in its possession or control.

L. Miscellaneous.
  1. Independent Contractor. Keeferman and Partner are independent contractors and nothing contained in this Agreement places Keeferman and Partner in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
  2. Governing Law; Jurisdiction. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia, without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transactions Act do not apply to this Agreement. ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT MUST BE BROUGHT IN A GEORGIA STATE OR FEDERAL COURT LOCATED IN FULTON COUNTY, GEORGIA, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
  3. Mandatory Arbitration. Notwithstanding Section 12(b) above, each party agrees that any dispute between the parties arising out of this Agreement or in any manner relating to the Partner Program or the Services must be submitted by the parties to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as administered by Resolutions Resources Corp. of Atlanta, Georgia (or such other recognized provider of arbitration services agreed upon by both parties) before a single arbitrator, appointed in accordance with such rules. Any such arbitrator must render a reasoned opinion in writing only where the amount in dispute exceeds $100,000. Judgment upon the award may be entered in any court having jurisdiction thereof. Any such arbitration will be held in Atlanta, Georgia. Any action filed by either party in any court in violation of this Section should be dismissed pursuant to this Section.
  4. Headings. The headings herein are for convenience only and are not part of this Agreement.
  5. Entire Agreement; Amendments. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement and the Publisher Service Agreement constitute the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of Partner or Keeferman, the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by any authorized representative of Partner and Keeferman. This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that these Terms and Conditions may be modified from time to time by Keeferman in its sole discretion, which modifications will be effective upon the eighth (8th) day after seven (7) days prior notice has been provided to Partner.
  6. Severability. All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
  7. Notices. All notices and demands required or contemplated hereunder by Partner to Keeferman shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by Keeferman, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers as designated on Keeferman’s web site for the giving of notice. All notices and demands required or contemplated hereunder by Keeferman to Partner shall be in writing and be made through the Commission Junction, Inc. account manager user interface or to Partner’s business address as registered in any jurisdiction in which Partner is qualified and/or registered to do business. In the latter case, such notices and/or demands shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by Affilaite, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid.
  8. Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
  9. Assignment; Successors. Partner may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Keeferman. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Keeferman may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Partner. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
  10. Limitation of Actions. No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than two years after the cause of action has arisen.
  11. Electronic Execution. This Agreement is being signed electronically, and the records kept by Commission Junction, Inc., of such execution shall be presumed accurate unless proven otherwise.
  12. Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
  13. No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Partner acknowledges and agrees that Microsoft, and any supplier of third-party supplier that is identified as a third-party beneficiary in the Service Description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against Partner as if it were a party to this Agreement.
  14. Government Regulations. Partner may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Partner operates or does business.
  15. Marketing. Partner agrees that during the term of this Agreement Keeferman may publicly refer to Partner, orally and in writing, as an Partner partner of Keeferman. Any other public reference to Partner by Keeferman requires the written consent of Partner.
  16. Telephone Monitoring. To ensure Keeferman’s clients receive quality service, Keeferman randomly selects phone calls for monitoring. These calls, between Keeferman’s clients and employees, are evaluated by supervisors. This is to guarantee that prompt, consistent assistance and accurate information is delivered in a professional manner. Keeferman has been properly licensed by the Georgia Public Service Commission to use such service observing equipment.

M. International Provisions. If Partner maintains an office outside the United States, conducts business with Persons other than U.S. citizens, or at any time offers to resell Services to any Person that is not a U.S. citizen, the following provisions will apply:
  1. Partner will comply with all laws relating to the conduct of business practices that prohibit any gratuities or inducements. Partner acknowledges that Keeferman is subject to certain United States laws, including but not limited to the Foreign Corrupt Practices Act of 1977 and any amendments thereto, which apply to activities carried out on Keeferman’s behalf outside the United States. Partner agrees neither to take nor omit to take any action if such act or omission might cause Keeferman to be in violation of any such laws. Upon written notice from Keeferman, Partner shall provide such information as Keeferman may reasonably consider necessary to verify compliance by Partner with the provisions of this Section.
  2. The Services may require a license for export from the U.S. Government that requires advance disclosure of the ultimate consignee and all parties to the sale, and prohibits diversion, transshipment, or re-exportation out of the United States contrary to U.S. law and regulations by any party. Partner agrees to furnish all documentation required by the U.S. Government in connection with obtaining any required export license, and agrees that unauthorized diversion, transshipment or re-exportation of the Keeferman’s Services in violation of the export license or any applicable law shall not be permitted.
  3. The parties hereby exclude any application of the United Nations Convention on Contracts in the International Sale of Goods, the 1974 Convention on the Limitation Period in the International Sale of Goods, and the Protocol amending the 1974 Convention, done at Vienna April 11, 1980.

N. Definitions. For purposes of this Agreement, the following terms have the meanings specified below:
  1. "Keeferman Qualifying Plan" means those plans which Keeferman has designated as being eligible for payment of the Payment pursuant to this Agreement.
  2. "Links" as used herein means those banner advertisements, text links or other material, as provided by Keeferman to Partner through Commission Junction, Inc.
  3. "Order" means the Order submitted to Keeferman for Services through Keeferman’s Web site only.   4. "Person" means any individual, partnership, joint venture, corporation, limited liability superhero, trust, unincorporated association or organization, or government or any agency or political subdivision thereof
  5. "Proprietary Information" means all technical, business and other information of a party (i) that is not generally known to the public, (ii) that derives value, economic or otherwise, from not being generally known to the public or to other Persons who can obtain value from its disclosure or use, and (iii) which information is subject to efforts that are reasonable under the circumstances to maintain the secrecy thereof.
  6. "Services" means the Web hosting service or other Keeferman products provided by Keeferman in response to an Order whereby Keeferman provides products or services as specified in the applicable Service Description.
  7. "Service Description" means the applicable documents made available by Keeferman to describe the applicable Services at the time the Order is accepted by Keeferman.