Venture.com^™ Affiliate Agreement

PLEASE BE ADVISED THAT IT SHALL BE CONCLUSIVELY PRESUMED THAT AFFILIATE HAS AGREED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IF AFFILIATE HAS CLICKED ON THE "SUBMIT APPLICATION" BUTTON ON THE APPLICATION FORM.

1. Introduction

   1. Binding Agreement: By signing up for the Venture.com Referral Program ("Referral Program"), You are agreeing to be bound by the terms and conditions of this Affiliate Agreement ("Agreement"). This Agreement is between You, as Referral Affiliate (as defined in Section 2.2), and Reinvent, Inc. ("Venture.com"). In this Agreement, Venture.com and Referral Affiliate are referenced collectively as the "Parties" and each individually as a "Party".
   2. Other Agreements and Additional Terms: You must read, agree with and accept all of the terms and conditions contained in this Agreement and Venture.com's Privacy Policy before You may become a Referral Affiliate.
   3. Modifications: Venture.com may modify any of the terms and conditions within this Agreement at any time and at its sole discretion. You can review the current version of the Agreement at any time on the Website at www.venture.com/terms. The changed terms and conditions will be effective immediately on posting on the Website, unless expressly stated otherwise. Referral Affiliate is solely responsible for checking the "Last Updated" date at the top of these Terms and reviewing any changes since the previous version. These modifications may include, but not limited to changes in the scope of available Commissions, fee schedules, payment procedures and Referral Program rules. If any of the modifications are UNACCEPTABLE TO YOU, Your only recourse is to terminate this Agreement. If You CONTINUE PARTICIPATION IN THE PROGRAM, it will be considered as Your acceptance of the change.
   4. Electronic Contracting: The Parties acknowledge that this Agreement is made by the Parties using online, electronic processes available through the Venture.com Domain Name Marketplace, and that no further action or formality (such as a signed paper contract) by the Parties is required for this Agreement to be valid and binding on the Parties.

2. Key Definitions

   The following capitalized words and phrases shall have the following meanings in these Venture.com Affiliate Terms:

   1. "Referral Program" means Venture.com’s program for Affiliates to: (a) promote and refer potential domain name lessees to Venture.com; and (b) have the opportunity to earn Commissions.
   2. "Referral Affiliate", "Affiliate", "You" and "Your" means the business, individual or entity applying for participation in the Referral Program, or that displays Venture.com’s listed domain names and/or promotions on its website and/or through offline representation through the referral tracking code in exchange for receiving remuneration from Venture.com for leases resulting from such representations.
   3. "Referral Affiliate Account", "Venture Affiliate Account" and "Affiliate Account" means an approved Account on Venture.com for a Referral Affiliate. Affiliate must have an Affiliate Account in order to participate in the Referral Program.
   4. "Qualified Referral" means any new referral that: (a) is a first-time Lessee, who has never leased a domain name at Venture.com; (b) was actively referred by a Referral Affiliate via a unique referral tracking, or promo code; and (c) whose approved lease is maintained for no less than one, full calendar month.
   5. "Term" means the term of this Agreement.

3. Enrollment

   To enroll in the Referral Program, You must submit an affiliate application to be approved. Venture.com may reject an application, at its sole discretion, if it determines that an Affiliate’s site, and or social media accounts, are unsuitable for the Venture.com Referral Program for any reason, including, but not limited to, inclusion of content that is, in its opinion, unlawful or otherwise does not meet its Acceptable Use Policy.

4. Affiliate Codes

   You will be assigned unique referral codes on your Referral Affiliate Account, if You are approved to participate in the Referral Program. Each code will: a) provide Your referral a discount and b) allow You to be paid for Qualified Referrals. ONLY ONE AFFILIATE CODE MAY BE USED AT A TIME PER REFERRAL.

5. Promotion of Affiliate Relationship

   If You qualify and agree to participate as an Affiliate, Venture.com will make available to You graphic and textual Links (each of these Links sometimes being referred to herein as "Links" or, individually, as a "Link"), which are subject to the terms and conditions hereof. The Links will serve to identify Your website, or Your social media handle, as a member of the Venture.com Referral Program and will establish a Link from Your website, social media handle or e-mail to Venture.com’s. The Links may connect to any area of Venture.com (although Commissions will only be issued on Qualified Referrals). In utilizing the Links, You agree that You will cooperate fully with Venture.com in order to establish and maintain such Links.

   You also agree that You will display on Your site only those graphic or textual images (indicating a Link) provided by Venture.com or text messages expressly approved in advance in writing by Venture.com. All Affiliate sites shall display such graphic and/or textual images prominently in relevant sections of their site. Furthermore, You agree not to use cookie stuffing techniques that set the referral tracking cookie without the referral's knowledge (example: iframe). Any information with respect to Venture.com that is going to be displayed on Your site must be provided by Venture.com and expressly approved by Venture.com in writing in advance of any display EXCEPT AS PERMITTED ABOVE OR IN SECTION 13 BELOW, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (I) USE THE VENTURE.COM LOGO, NAME OR ANY OF ITS OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE "LINKS" AND THE "LICENSED MATERIALS" (DEFINED BELOW), ARE REFERRED TO HEREIN AS "VENTURE’S IP"), WITHOUT VENTURE.COM’S EXPRESS PRIOR WRITTEN PERMISSION; (II) USE VENTURE’S IP IN A DOMAIN NAME OR WEBSITE, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (III) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF VENTURE.COM’S IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF VENTURE.COM’S IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF VENTURE.COM’S TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY VENTURE.COM’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH VENTURE.COM SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF ITS INTELLECTUAL PROPERTY RIGHTS.

6. Lease Application Processing

   Domain name owners will process applications placed by referred applicants who sign up with Your referral code. Owners reserve the right, in their sole discretion, to reject applicants that do not meet certain requirements that they may establish from time to time. All aspects of payment processing and refunds will be Venture.com’s responsibility. To facilitate accurate tracking, reporting and Commission accrual, You must ensure Your Links are properly coded and that your referrals use your unique promo code.

7. Commission

   Affiliates will receive a Commission after the first calendar month's Net Lease Fee is received by Venture.com from Qualified Referrals (refer to Section 2.4). The commission rate will depend on the unique referral code used from the Affiliate Account. Commissions will be paid for as long as Venture collects payments on the referred lease.

   Word of mouth referrals will not result in a Commission being generated. Commission will only be paid on leases that started with the correct affiliate code, or referral Link. Properly coded Links and affiliate codes are the sole responsibility of the Affiliate.

8. Payment

   Venture.com will make remittances to Affiliate in U.S. currency using a commercially reasonable payment method or service (e.g. wire/electronic funds transfer, check, ACH Payments, Stripe or PayPal) selected by Venture.com in its sole discretion from time to time, and Affiliate will be solely responsible and liable for maintaining all accounts required to receive payments from Venture.com and for all related payment or transaction fees.

   Venture.com will remit Commissions collected from Qualified Referrals on the first business day of the month, following the first full month's lease. If the total amount that Venture.com is required to remit to Affiliate under these Terms is less than USD $250, then Venture.com in its discretion may defer the remittance until a later date when the total amount accumulates to USD $250 or more.

   VENTURE WILL NOT ISSUE COMMISSIONS TO AFFILIATES IF THEIR ACCOUNTS OR QUALIFIED REFERRALS ARE NOT IN GOOD STANDING WITH VENTURE AT THE ISSUANCE DATE. An Affiliate or Qualified Referral is not in good standing with Venture.com if the account holder, including but not limited to, has been blocked due to fraudulent activities, illegal participation or other reason, or if the account holder is in breach of any of the terms of this Agreement, Acceptable Use Policy, or any of Venture.com's Terms found here: https://venture.com/terms.

9. Taxes

   All taxes, including but not limited to, federal, state/provincial and local taxes associated with the receipt of Commission payments are solely the responsibility of the recipient.

10. Relationship of Parties

    Affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Venture.com’s or the Domain Owner’s behalf. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this Agreement.

    Self referral is not allowed. This includes Your business, Your company and any entity over which You have controlling rights.

11. Disclaimers

    Venture.com makes no express or implied warranties or representations with respect to the Referral Program or an affiliate's potential to earn income from the Referral Program. In addition, Venture.com makes no representation that the operation of its website, or the Affiliate Links will be uninterrupted or error-free, and Venture.com will not be liable for the consequences of any interruptions or errors, including the tracking of information about Qualified Referrals during the period of interruption.

12. You Release Venture.com From Liability

    Venture.com will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Program, even if Venture.com has been advised of the possibility of such damages.

    By participating in the Referral Program, You agree that Venture.com will have no liability and that You will indemnify and hold Venture.com harmless for any claim, action, liability, loss, injury, or damage to You or any other person or entity due in whole or in part, directly or indirectly, by reason of Your participation in the Referral Program. You will not settle any claim without the prior written consent of Venture.com. Further, You agree that Venture.com is not responsible for faulty referral Links, any error, omission, interruption, defect or delay in transmission, lease application processing, or communication; technical or mechanical malfunctions; errors in these terms, in any Program-related materials; human-processing error; failures of electronic equipment, computer hardware or software; damage to Your equipment, computer hardware or software, or inaccurate information, whether caused by equipment, programming, human error, or otherwise.

13. Emails and Publicity

    You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM") without prior written consent from Venture.com for each and every day when any bulk mailing will occur. Venture.com, in its sole discretion, reserves the right to reject each and every e-mail mailing. Additionally, You may only send e-mails containing Your Affiliate Code/Link and or a message regarding Venture.com to person(s) who have been previously contacted and consented to the fact that You will be sending an e-mail containing Venture.com information. Failure by You to abide by this section, in any manner, will be deemed a material breach of this Agreement by You and foreclose any and all rights You may have to any Commissions, including forfeiting any Commissions You may have accrued.

14. Grant of Licenses

    Venture.com grants You a non-exclusive, non-transferable, revocable right to (i) access its website through Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use Venture.com logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that it provides to You or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that You are an Affiliate in good standing of Venture.com's Referral Program. You agree that all uses of the Licensed Materials will be on behalf of Venture.com and the good will associated therewith will inure to the sole benefit of Venture.com.

    Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

15. Term and Termination

    The term of this Agreement will begin upon Venture.com’s acceptance of Affiliate’s Referral Program application and will end when terminated by either party. Either Affiliate or Venture.com may terminate this Agreement at any time, with or without cause. You are only eligible to earn Commissions on Qualified Referrals occurring during the term; and Commissions earned through the date of termination will remain payable once the Qualified Referral’s account is in good standing. Any Affiliate who violates either this Agreement, or any other terms and policies of Venture.com, will immediately forfeit any right to any and all accrued Commissions and will be removed from the Referral Program.

    Venture.com reserves the right to remove an Affiliate from the Referral Program, and to terminate or suspend this Agreement, at any time for any reason, at Venture.com's sole discretion. Without limitation, Affiliate's participation in the Program, and this Agreement, shall be deemed automatically terminated immediately and all Commissions forfeited upon Affiliate's violation of any of the terms of this Agreement, or of any applicable law or regulation having the force of law.

16. Governing Law

    This Agreement, the subject matter of this Agreement and the resulting relationship between the Parties will be governed by, and construed in accordance with, the laws of the Province of British Columbia, Canada and the laws of Canada applicable in British Columbia, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods and excluding any rules of private international law or the conflict of laws that would lead to the application of the laws of any other jurisdiction.