Affiliate Program Licensing Agreement

This StatStuff Affiliate Agreement (the “Agreement”) contains the terms and conditions governing participation in the StatStuff Affiliate Program (the "Program") and is entered into by and between StatStuff LLC ("StatStuff" or the “Company”), and the Affiliate applicant (the “Affiliate,” and together with the Company, the “Parties”) as of the date StatStuff approved the applicant's request to become an Affiliate (the “Effective Date”).  “We,” “us,” or “our” means StatStuff LLC or any of its affiliate companies, as the case may be. “You” or “your” means the applicant. A “site” means a website. “StatStuff Site” means the StatStuff.com site or any other U.S. site that is owned or operated by or on behalf of us or our affiliates and which is identified as participating in the Program. “Your site” means any site(s) and any software application(s) that you link to the StatStuff Site.

WHEREAS, StatStuff is engaged in providing varoius business process improvement services that include training videos, selling products, selling consulting services, etc.;

WHEREAS, you provide links in various forms of communication which may include email, blogs, forums, your website, etc. (collectively the “Affiliate Website”) and;

WHEREAS, StatStuff wishes to engage you for the purpose of promoting the StatStuff Site by providing a referral code and hyperlink to you (the “Link”) on the terms and conditions set forth below;

WHEREAS, you wish to post the Link on your Website and agree to do so under the terms and conditions of this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:

1. PURPOSE.

StatStuff hereby engages you, and you hereby accept such engagement, to perform the services described in this Agreement and in Exhibit A attached hereto and made a part hereof, in connection with posting the Link on your website (the “Services”).

2. COMPENSATION.

In exchange for the Services, StatStuff shall pay you a referral fee as set forth in Exhibit A hereto (the “Referral Fee”). Payments of the Referral Fee, if any, shall be made according to the payment schedule set forth in Exhibit A hereto.

3. TERM.

This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, for a period of 12 months (the “Term”). The Agreement will renew automatically on a month to month basis thereafter unless either Party provides ten (10) days’ written notice of its intent not to renew.

4. TERMINATION.

     (a) Types of Termination. This Agreement may be terminated:

          (i) By either Party on provision of ten (10) days’ written notice to the other Party. 

          (ii) By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within ten (10) days of receipt of written notice thereof.

          (ii) By either Party at any time and without prior notice, if the other Party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the other Party, or is guilty of serious misconduct in connection with performance under this Agreement.

          (iv) By StatStuff, in accordance with the provisions set forth in Section 9(a) of this Agreement.

     (b) Responsibilities after Termination. Following the termination of this Agreement for any reason, StatStuff shall pay you within reasonable time any outstanding Referral Fees (accounting for purchase cancellations or returns) owed to you for Services rendered before the effective date of the termination (the “Termination Date”). You acknowledge and agree that no other compensation, of any nature or type, other than any outstanding Referral Fees, shall be payable hereunder following the termination of this Agreement. You shall delete, destroy or return to us all materials and information we provided to you in connection with this Agreement, no later than ten (10) days after the Termination Date.

5. RESPONSIBILITIES.

     (a) Of the Affiliate. You agree to do each of the following:

          (i) Post the Link on your Website as detailed in this Agreement and Exhibit A to this Agreement.

          (ii) Perform the Services in a workmanlike manner and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel.

          (iii) Display the Link in a manner on your Website that does not reflect adversely on StatStuff or mislead visitors.

     (b) Of StatStuff. We agree to do each of the following:

          (i) Provide all assistance and cooperation to you in order to enable you to post the Link on your Website.

          (ii) Provide initial information and deliver the materials comprising the Link within five (5) days of the Effective Date.

          (iii) Ensure the Link is of acceptable quality, content, and format, as further detailed in Exhibit A.

          (iv) Maintain accurate records of the data used to determine the Referral Fee.

          (v) Use commercially reasonable efforts to maintain our Website and minimize any downtime or errors that affect the operability of the Link.

6. CONFIDENTIAL INFORMATION.

You agree, during the Term and for a period of two (2) years thereafter, to hold in strictest confidence and not to use, except for the benefit of StatStuff or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of StatStuff, any Confidential Information of StatStuff. “Confidential Information” means any of StatStuff’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to You by StatStuff either directly or indirectly. You may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with StatStuff’s personnel or authorized representatives or for any other purpose we may hereafter authorize in writing. At our request, You must promptly return all copies of Confidential Information received from StatStuff, and must promptly destroy and provide written certification of destruction of all other Confidential Information prepared by You, including, without limitation, any notes, reports, or other documents.

7. PARTIES’ REPRESENTATIONS AND WARRANTIES.

     (a) The Parties each represent and warrant as follows:

          (i) Each Party has full power, authority, and right to perform its obligations under the Agreement.

          (ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).

          (iii) Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.

     (b) You hereby represent and warrant as follows:

          (i) The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and You shall obtain all permits or permissions required to comply with such laws, rules, or regulations.

          (ii) You shall notify StatStuff of any changes to Your Website that would materially change its target audience or the size and/or placement of the Link at least ten (10) days prior to implementing such changes.

          (iii) The Services required by this Agreement shall be performed by You or Your staff, and StatStuff shall not be required to hire, supervise, or pay any assistants to help You perform such Services.

          (iv) You are responsible for paying all ordinary and necessary expenses of your staff.

          (v) The content comprising Your Website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.

          (vi) If You operate Your Website for use and visitation by visitors located outside the United States, then You are responsible to ensure compliance with any laws, rules, or regulations as governed by their respective country, state/province, or locality/principality and any applicable international laws or treaties.

     (c) StatStuff hereby represents and warrants as follows:

          (i) StatStuff will make timely payments of any Referral Fees earned by You as outlined in Exhibit A.

          (ii) StatStuff shall notify You of any changes to its procedures affecting Your obligations under this Agreement at least thirty (30) days prior to implementing such changes.

          (iii) The content comprising StatStuff Website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.

          (iv) StatStuff has the right to sell the products or services promoted by the Link.

          (v) StatStuff shall provide such other assistance to You as it deems reasonable and appropriate.

8. INTELLECTUAL PROPERTY.

     (a) No Intellectual Property Infringement by StatStuff. We represent to You and unconditionally guarantees that all text, graphics, photos, designs, trademarks, or other content comprising any (i) Link and (ii) StatStuff Website are owned by StatStuff, or that StatStuff has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend You and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by StatStuff. StatStuff further represents to You that the Link does not infringe, dilute, or otherwise violate third-party rights or trademarks.

     (b) No Intellectual Property Infringement by Affiliate. You represent to StatStuff and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on Your Website are owned by You, or that You have permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend StatStuff and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by You. You further represent to StatStuff that Your Website’s domain name or URL listing does not infringe, dilute, or otherwise violate third-party rights or trademarks.

     (c) StatStuff's Property Rights. All text, graphics, photos, designs, trademarks, service marks, tradenames, or other content comprising the Link provided, leased, or licensed to You with respect to Your performance of the Services are the sole property of StatStuff, and You have no ownership or other intellectual property rights in or to such items. Without the prior written consent of StatStuff, You will not use or mention StatStuff’s name, or publish or distribute any materials provided, leased, or licensed to You, for any purpose not specified in this Agreement.

     (d) Affiliate Property Rights. All text, graphics, photos, designs, trademarks, hyperlinks, or other content on Your Website are your property and StatStuff has no ownership rights or other intellectual property rights to such items.

     (e) License. StatStuff grants You a non-exclusive, limited non-assignable license to use its trademarks, service marks, and trade names only in connection with placing the Link on Your Website during the Term.

9. STATSTUFF'S RIGHTS.

     (a) Right to Monitor Affiliate Website. StatStuff has the right, but not the duty, to monitor Your Website. StatStuff shall notify You of any modification that StatStuff reasonably requests be made to Your Website in connection with posting the Link. If You fail to make such modification within 5 days, StatStuff reserves the right to terminate the Agreement immediately on written notice.

     (b) Right to Modify, Replace Link. StatStuff may, in its discretion, modify, update, or replace the Link with another Link. You will remove the then-current Link from Your Website and replace such Link with the modified, updated, or replacement Link.

     (c) Right to Remove Link. StatStuff may, in its discretion, direct You to remove, and You agree to remove at StatStuff’s direction, the Link from Your Website at any time and for any reason.

10. AFFILIATE RIGHTS.

     (a) Right to Review Link. You have the right, but not the duty, to review the Link, and do not accept responsibility or liability for any errors or inaccuracies.

     (b) No Right to Alter Link. You may not, without first obtaining the written consent of StatStuff, alter the Link in any manner, including, but not limited to, modification of the design, color, format, specification, or content of the Link.

     (c) Right to Remove Link. You may remove the Link from Your Website as set forth in Exhibit A hereto.

11. LIMITED LICENSE OF LINK DELIVERY, USAGE, AND DISCOUNTS.

     (a) Subject to the terms of this Agreement and solely for the limited purposes of Referral Products on, and directing end users to the StatStuff Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, “StatStuff Marks”) solely on your site and in accordance with the Affiliate Program Trademark Guidelines.

     (b) After You have been notified acceptance into the Program, Special Links may be displayed on Your website. “Special Links” are links to the StatStuff Site or referral codes you may reference on your site or in your advertising in accordance with this Agreement, that properly utilize the special “tagged” link formats or referral codes we provide, and that comply with the Affiliate Program Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of Referral fees.

     (c) You may earn Referral fees only as described in Exhibit A and only with respect to activity on the StatStuff Site occurring directly through Special Links. We will have no obligation to pay you Referral fees if you fail to properly format the links on your site to the StatStuff Site as Special Links, including to the extent that such failure may result in any reduction of Referral fee amounts that would otherwise be paid to you under this Agreement.

     (d) As an active Affiliate in good-standing, you are permitted to assign any part of your earned referral fee as a discount to your customers as outlined in Exhibit A Section 3(a).

     (e) The license set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or any Operational Documentation, or otherwise upon termination of this Agreement. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and StatStuff Marks with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.

12. INDEMNIFICATION.

     (a) Of StatStuff by Affiliate. You shall indemnify and hold harmless StatStuff and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of Yours arising from or connected with Your carrying out of its duties under this Agreement, or (ii) Your breach of any of its obligations, agreements, or duties under this Agreement.

     (b) Of Affiliate by StatStuff. We shall indemnify and hold you harmless from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) its posting of the Link on Your Website in connection with the carrying out of its duties under this Agreement or (ii) StatStuff’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of Yours.

13. LAWS AFFECTING ELECTRONIC COMMERCE.

From time to time, governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Each Party agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the other Party and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the other Party’s exercise of Internet electronic commerce.

14. LIMITATION OF LIABILITY.

STATSTUFF WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE AGREEMENT. STATSTUFF’S LIABILITY WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE UNDER THE AGREEMENT.

15. DISCLAIMERS.

THE PROGRAM, THE STATSTUFF SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE STATSTUFF SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, STATSTUFF.COM DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE STATSTUFF MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE STATSTUFF SITE, OR THE AFFILIATE-PROGRAM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

16. NATURE OF RELATIONSHIP.

The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. You are and will remain an independent contractor in its relationship to StatStuff. We shall not be responsible for withholding taxes with respect to Your compensation hereunder. You shall have no claim against StatStuff hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party.

17. AMENDMENTS.

We may amend any of the terms and conditions contained in this Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the StatStuff site or by sending notice of such amendment to you by email to the email address then-currently associated with your Affiliate account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Amendments may include, for example, changes to Your Program Referral Fee Schedule, Affiliate Program Participation Requirements, payment procedures, and other Program requirements. IF ANY AMENDMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY AMENDMENT (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE STATSTUFF SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH AMENDMENT) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

18. ASSIGNMENT.

Neither Party may, without the prior written consent of the other Party, assign, subcontract, or delegate its obligations under this Agreement.

19. SUCCESSORS AND ASSIGNS.

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

20. FORCE MAJEURE.

A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

     (a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and

     (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

21. NO IMPLIED WAIVER.

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

22. GOVERNING LAW.

This Agreement shall be governed by U.S. law specifically in the county of Jackson, state of Missouri. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Missouri or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.  Further the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

23. SEVERABILITY.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

24. ENTIRE AGREEMENT.

This Agreement, together with the Exhibits hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

25. HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.