1. Partner Agreement
By submitting the accompanying online DoJiggy Partner Program application and agreeing to these terms, you are agreeing to enter into a legal agreement with DoJiggy, which contains all of the terms and conditions below and governs your participation in the DoJiggy Partner Program.
BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICE, YOU ARE STATING THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF THE SERVICE (“AGREEMENT”). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein
As used in the Agreement, DoJiggy”, “we”, “us” or “our” means DoJiggy.com., a Colorado corporation, with its principal place of business at 14525 SW Millikan Way, #73730, Beaverton, OR 97005 and “Applicant”, “you”, “your” and “yours” means you, the applicant. “Partner” means an applicant that has completed the application packet described above and that has been accepted by DoJiggy into the Partner Program.
“Your Site” or “Partner Site” means the website that you specify in the application that is owned by you. The “DoJiggy Site(s)” shall mean http://www.DoJiggy.com/ and other sites owned and operated by DoJiggy. The “DoJiggy Service” shall mean DoJiggy’s online service, that offers users websites and related features and are available at the DoJiggy Site(s).
2. Statement of Investigation
You acknowledge that you have read this Partner Agreement and agree to all of its terms and conditions. You acknowledge that you have independently evaluated the desirability of participating in DoJiggy’s Partner Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
3. Application to the DoJiggy Partner Program
To begin the application process, you must submit the on-line Partner Program application. DoJiggy will evaluate your application in good faith and will notify you in a timely manner regarding acceptance or rejection of your application. DoJiggy may reject your application if it determines (in its sole discretion) that Your Site is unsuitable for the DoJiggy Partner Program for any reason, including, but not limited to, if Your Site incorporates images or content that is in any way competitive, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable.
4. No Spamming: Promoting DoJiggy via unsolicited email is strictly prohibited, and partners agree to not reference DoJiggy in any way, shape, or form, in any email that the partner sends in which the recipient has not specifically asked to receive it. In the case of mailings which are conducted by a third party on the partners behalf, the partner assumes full responsibility and is advised to perform due diligence to ensure that the mailing list is in fact 100% opt-in. Furthermore, partners may not link to DoJiggy from any URL that is promoted via unsolicited email. Finally, partners may not advertise or reference DoJiggy via USENET newsgroup postings in any way, shape, or form. The partner agrees that DoJiggy will terminate this Partner Agreement and withhold all referral fees due if the partner is found in violation of this policy.
5. Linking Your Site to DoJiggy/Limited License Grant
As a Partner Site, we will make available to you banner advertisements, button links, or text links to the DoJiggy Site(s),containing DoJiggy.com’s, trademark, tradenames, logo and words identifying DoJiggy.com (the “DoJiggy Marks”) (each of these advertisements and links referred to herein as “Links,” or individually as a “Link”), which, subject to the terms and conditions hereof, you may display on Your Site. In utilizing the Links, you agree that you will cooperate fully with DoJiggy in order to establish and maintain such Links.
All Partners may display links prominently throughout the Partner Site as approved by DoJiggy. A link may only be modified and/or expanded with DoJiggy’s prior written consent. Each Link connecting users of Your Site to DoJiggy’s Site, will in no way alter the look, feel or functionality of DoJiggy’s Site. DoJiggy has the right in its sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. You also agree that you will substitute such images with any new images provided by DoJiggy from time to time throughout the term of this Agreement.
6. Ownership of Links and DoJiggy Marks
You acknowledge that all right, title and interest in the Links and the DoJiggy Marks are exclusively owned by DoJiggy and/or its licensors, and that no right other than the limited license granted herein is provided to you. You shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights in the Links or the DoJiggy Marks or in any element, derivation, adaptation, variation or name thereof.
You agree that your use of the Links and the DoJiggy Marks incorporated therein, inures to the benefit of DoJiggy. All goodwill or reputation in the Links and the DoJiggy Marks shall automatically vest in DoJiggy when the Links are used by you pursuant to this Agreement. You shall not contest the validity of any of the DoJiggy Marks or DoJiggy’s exclusive ownership of them. During the term of this Agreement, you shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the DoJiggy Marks, or any word or mark confusingly similar to them in any jurisdiction.
Use of the Links and the DoJiggy Marks is subject to DoJiggy’s Linking and Trademark Guidelines, which appear as Appendix A at the end of this Agreement. DoJiggy may modify the Linking and Trademark Guidelines from time to time, and will take commercially reasonable steps to notify you of the modifications.
7. Commissions/Partner Discounts
Qualifying Services: All Services sold by DoJiggy to customers originating from a Partner, Partner’s Referring Web Site, or Referral URL — and processed via DoJiggy’s online order forms, telephone, or mailing address — qualify to earn either Partner commission fees OR partner discount rates as described below. DoJiggy reserves the right to reject any order that does not comply with DoJiggy policy.
Commissions/Discount Amounts: Purchase of the Service by Partner’s referred clients will earn Partner an initial commission fee/ discount rate of fifteen percent (15%) of the retail purchase price of the Service. Only Services for which DoJiggy has received full payment will qualify for commissions. Commissions/Partner Discounts may be increased based on performance, according to performance guidelines. Please contact us for a listing of these guidelines.
Commission Payments: DoJiggy will mail a commission payment (in U.S. dollars) for the applicable commissions (less any taxes required to be withheld under applicable law). Partner discounts will be applied at the point of sale.
You may access your client records from your Partner Dashboard, at any time.
Returns And Cancellations: If Services are returned or cancelled by a partner’s client, the corresponding commissions will be deducted from the partner’s next commission payment.
Tax Reporting: By U.S. law, if commissions to a partner accumulate to $600 in a calendar year (and the partner is a resident of the United States), the partner will be required to provide DoJiggy with a signed W-9 Form for tax reporting purposes.
Any customers who register with the DoJiggy Service will be deemed to be customers of DoJiggy, and accordingly, all DoJiggy rules, policies, and operating procedures will apply to those customers. We will determine the prices charged for the DoJiggy Service provided to customers under this Partner Program in accordance with our own pricing policies. DoJiggy, at its sole discretion, may change its rules, policies, operating procedures, services offered, pricing and referral fees at any time without prior notice.
9. Obligations Regarding Your Site
You are solely responsible for the development, operation, and maintenance of Your Site and for all materials and content that appear on Your Site. DoJiggy will not be responsible for and disclaims all liability for any of the foregoing. You agree to indemnify and hold DoJiggy harmless from all damages, claims, fees (including attorneys’ fees), and expenses arising from or relating to the development, operation, or maintenance of Your Site and any content displayed on Your Site including but not limited to any claim that content displayed on Your Site infringes or misappropriates any intellectual property right of a third party.
10. Term of the Partner Agreement
The term of this Partner Agreement begins upon DoJiggy’s acceptance of your application in the Partner Program, and ends when terminated by either party in accordance with this Agreement. Either you or DoJiggy may terminate this Agreement at any time, for any reason or no reason, by giving the other party written notice of termination. Within 48 hours after termination (whether by you or DoJiggy), you must remove the DoJiggy Links and any other DoJiggy Marks from Your Site and you must destroy or erase from computer memory or any other storage device any items you might have that contain DoJiggy Links, DoJiggy Marks or DoJiggy Confidential Information (as defined herein).
DoJiggy will pay you any commissions you might have earned before termination in a timely manner.
DoJiggy may modify any of the terms and conditions contained in this Agreement and will notify you of the modification via email. If a modification is unacceptable, you may terminate this Agreement by giving notice of termination to DoJiggy and following the procedures in Section 10 (Term of Agreement). If you do not give DoJiggy notice of termination in accordance with Section 10, continue to display the links on Your Site, then you will be deemed to have accepted the modifications.
12. Relationship of the Parties
You and DoJiggy are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and DoJiggy. You understand that you do not have authority to make or accept any offers or make any representations on behalf of DoJiggy. You may not make any statement, whether on Your Site or otherwise, that would contradict anything in this section.
This Agreement does not create an exclusive relationship between the parties. Either DoJiggy or Partner may enter into agreements with other entities that provide services or functions similar to those provided by the other party to this Agreement.
During the term of this Agreement, you may have access to certain Confidential Information (as defined below) of DoJiggy. You agree (i)not to disclose any Confidential Information to any third party (other than your employees and/or consultants reasonably requiring such Confidential Information for purposes of this Agreement who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without the express prior written consent of DoJiggy, (ii) not to use any Confidential Information for any purposes except carrying out your rights and responsibilities under this Agreement, and (iii) to keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information. For purposes of this Agreement, “Confidential Information” means, any and all information in written, representational, electronic or other form relating directly or indirectly to the present or potential business, operation or financial condition of DoJiggy (including, but not limited to, marketing plans, customer and supplier lists and product data) excluding any such information which at the relevant time (i) is known to the public (through no act or omission of the Partner in violation of this Agreement), (ii) is lawfully acquired by the Partner from an independent source having no obligation to DoJiggy to maintain the confidentiality of such information or (iii) was known to the Partner prior to its disclosure under this Agreement.
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, DoJiggy MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PARTNER PROGRAM, THE LINKS, TRADEMARKS, THE DoJiggy SITES, THE DoJiggy SERVICE, AND ANY OTHER SERVICE PROVIDED BY DoJiggy HERE UNDER, AND ANY OTHER SERVICE, CONTENT, TOOLS, OR RELATED DOCUMENTS OR MATERIALS (IN ELECTRONIC FORM OR OTHERWISE) PROVIDED HERE UNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR TRADE USAGE. DoJiggy EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY, OR ANY OTHER ASPECT OF THE DoJiggy SITE.
15. Limitation of Liability
DoJiggy WILL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LINKS, THE DoJiggy SERVICE OR DoJiggy’s PARTNER PROGRAM, EVEN IF DoJiggy HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF DATA OR LOSS OR INTERRUPTION OF SERVICES OR COMMUNICATIONS. FURTHER, DoJiggy’s AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
16. Miscellaneous Provisions
This Agreement will be governed by the laws of the State of Colorado, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Boulder, Colorado, United States and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
This Agreement is the entire agreement between you and DoJiggy with respect to the DoJiggy Partner Program. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective permitted successors and permitted assigns. DoJiggy’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of DoJiggy’s right to subsequently enforce those provisions, or any other provisions of this Agreement. The parties acknowledge that if Section 5 or 14 is breached, money damages will not be an adequate remedy and DoJiggy may, in addition to any other legal or equitable remedies, seek an injunction or similar equitable relief against such breach or threatened breach without the necessity of posting any bond. In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement. You and DoJiggy agree to negotiate in good faith or to permit a court or arbitrator to replace any provision of this Agreement held invalid, unenforceable or illegal with a valid provision that is as similar as possible in substance to the invalid, unenforceable or illegal provision. In no event shall DoJiggy have any liability for any delayed performance or nonperformance by DoJiggy which results, in whole or in part, directly or indirectly, from any cause beyond the reasonable control of DoJiggy. The provisions Sections 5, 9, 10, 13, 14, 15 and this Section 16 shall survive termination or expiration of the Agreement.
Updated: March 2015