TERMS OF APPSMILE.COM CONTRACTOR AGREEMENT
This Agreement for independent contractor services (“Agreement”) is made and entered into upon approval of AppSmile.com, by and between AppSmile.com (the “Contracting Party”) and me (the “Contractor”), an individual.
IT IS AGREED:
1. INDEPENDENT CONTRACTOR RELATIONSHIP
In accordance with the mutual intentions of the Contracting Party and the Contractor, this agreement establishes between them an independent contractor relationship, and all of the terms and conditions of this Agreement shall be interpreted in light of that relationship. There is no intention to create by this Agreement an employer-employee relationship, partnership or joint venture.
2. TERM
Contractor shall commence providing services upon mutual agreement by both parties, provided that an (1) initial iTunes promotional (promo) code is received by Contractor via email from AppSmile.com. Upon receiving an iTunes promo code for an iPhone application, Contractor has 3 days to submit a written review via email.
3. TYPE OF SERVICE
Contractor will supply Contracting Party with editorial text (herein called “Work”) for Contracting Party. Contracting Party will provide all materials (1 iTunes promo code per requested review) for the Work via e-mails. Contracting Party must supply all materials before service begins. Contractor will provide the text of the Work to Contracting Party electronically (digitally). Text will be provided to Contracting Party on a review-by-review basis; each review is to be approved by the Contracting Party. Final length of the Work will be at least 300 words.
4. NO GUARANTEE OF PUBLICATION
There is no guarantee, either written or implied, regarding publication of the Work.
5. PAYMENT AND EXPENSES
For the Services provided by Contractor under the terms of this Agreement, Contracting Party shall provide Contractor a fee of $0. Compensation for Work will be (1) iTunes promo code per requested review.
Payment of this $0 shall constitute full payment for the Contractor’s services to Contracting Party, and the Contractor shall not receive any additional benefits or compensation for his services.
6. CONTRACTING PARTY’S LEGAL RESPONSIBILITIES
Contractor shall be held liable in any instance of plagiarism, but shall not be held liable for any other aspect of the Work as the entire project is to be conceived of and approved by Contracting Party. Contracting Party agrees to defend, indemnify and hold Contractor harmless from and with respect to any and all claims of any kind based upon information provided Contractor by Contracting Party, and/or based upon final content of the Work, which is to be guided and approved by Contracting Party. Liability of plagiarism shall shift to Contracting Party in the case that any portion of the Work changed by Contracting Party or any third party is called into question for plagiarism.
7. MEANS AND METHODS OF WORK
The Contractor agrees to furnish services as provided herein as an independent contractor using the Contractor’s own means and methods.
8. ASSIGNMENT OF WORK PRODUCT
The Contractor hereby assigns Contracting Party the entire right, title and interest in the Work upon submission of the services rendered.
9. CONTRACTOR WORK PRODUCT OWNED BY CONTRACTING PARTY
All information developed under this Agreement, of whatever type relating to the work performed under this Agreement, shall be the exclusive property of the Contracting Party. All products or materials purchased or assembled by the Contractor pursuant to this Agreement and paid for by Contracting Party shall be the exclusive property of Contracting Party. Upon termination of this Agreement, the Contractor shall dispose of such items as directed by Contracting Party. All rights and claim to the final work shall be held solely by Contracting Party upon payment in full for services rendered.
10. AUTHORSHIP
The Contractor’s name will not appear as co-author on any review that may result from the Work, and may not be used in any promotions of the review.
11. CONFIDENTIALITY
The Contractor agrees that all data and information about Contracting Party’s past, present and future, business, plans, finances and methods of operation disclosed to, acquired by or developed by the Contractor during performance of the work hereunder is and shall remain the exclusive property of Contracting Party. The Contractor further agrees to hold all relationships and work done under this Agreement in confidence, and shall not claim any association with final Work; nor may Contracting Party use Contractor’s name in any association with final work.
12. NO ASSIGNMENT BY CONTRACTOR
The Contractor shall not assign or transfer any rights under this Agreement without Contracting Party’s prior written consent.
15. TERMINATION BY NOTICE
If not satisfied with the work delivered by the Contractor, Contracting Party may terminate this contract at any time. Payments received by Contractor to that point shall not be reimbursed to Contracting Party unless termination is due to broken confidentiality or gross misuse of ideas and/or materials provided by Contracting Party.
16. COMPLIANCE WITH LAW
Contractor shall comply with any and all applicable laws and regulations.
17. ENTIRE AGREEMENT
This Agreement supersedes all prior negotiations and agreements, proposed or otherwise, whether written or oral, between the parties, and this Agreement constitutes the entire agreement between the parties with respect thereto. This agreement may be modified only with a written instrument duly executed by each of the parties. No person has any authority to make any representation or promise on behalf of any of the parties not set forth herein and this Agreement has not been executed in reliance upon any representations or promises except those contained herein.
18. HEADINGS NOT CONTROLLING
Headings in this Agreement are used for ease of reference and are not controlling of the interpretation of this agreement.
AFFILIATE AGREEMENT
This Affiliate Agreement ("Agreement") contains the terms and conditions that apply to your participation as an affiliate (“you” or "Affiliate") in the AppSmile.com (the “Company”) Affiliate Program.
Affiliate acknowledges that it may participate in the Company Affiliate Program only under the terms and conditions set forth below, and that subsequent to Company accepting this Agreement, Company will, in its sole discretion, determine whether or not to accept Affiliate into Company’s Affiliate Program.
By submitting an application to become an Affiliate, you warrant that you have read and understand this Agreement, and you agree to be bound by it.
To begin the enrollment process, you must submit a complete Affiliate Program Application / Registration via the Company Web site. We will evaluate your registration and notify you of your acceptance or rejection. We reserve the right in our sole and absolute discretion, to accept or reject your registration for any or for no reason whatsoever.
Upon notice of acceptance of your registration, this Agreement shall be effective between you and the Company (“us” or “we”). If we reject your application you will not be able to participate in the Company Affiliate Program.
1. Definitions. Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, for purposes of this Agreement, the following definitions apply:
1.1 "Advertising" or "Advertisements" means any and all banner or box-style advertisements, pop-up or pop-under placements, text links or other similar solicitations through the Internet that promote Company Products or Services and that contain a Link to the Company Site.
1.2 “Affiliate” means any person or entity that has submitted an Affiliate Program Application / Registration and has been accepted for participation in the Company Affiliate Program in accordance with the terms of this Agreement.
1.3 “Agent” is defined in Section 5.8.
1.4 “Company Brand Features” means Company trade names, trademarks, service marks and/or logos authorized by Company.
1.5 "Company Products and Services" means those proprietary products and services currently offered on the Company Site, which currently consists of OIOPublisher sold advertisements, and any proprietary products or services as may be offered at a future date on the Company Site during the Term of this Agreement. “Company Products and Services” does not include products and services offered by third parties on or through the Company Site.
1.6 “Company Site” means the Company Internet site currently located at www.appsmile.com, or any page, section, subsection or subdirectory thereof, and any other additional, substitute or successor site that may be designated by Company under this Agreement.
1.7 "Customer" means any person or entity who (i) successfully purchases a Company Product or Service from the Company Site (ii) using a Link and (iii) through such Link provides a valid email address and valid credit card information to facilitate such purchase via the Company Site, and (iv) provided that the person or entity has not previously purchased a product or service through the Company Site.
1.8 “Intellectual Property Rights” means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.
1.9 "Link" means an embedded graphic, icon or text containing a unique hypertext pointer to the URL address for the Company Site that is embedded in an Advertisement and that identifies consumers that become Customers via the Advertisement.
1.10 “Referral Fee” is defined in Section 4.1.
1.11 “Term” is defined in Section 2.1.
2. Term and Termination.
2.1 The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party in writing or by email.2.2 The Term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement, in accordance with the following: (i) either party may terminate this Agreement immediately by giving notice to the other party; or (ii) Affiliate agrees and acknowledges that if Affiliate breaches any provision of this Affiliate Agreement Company may immediately terminate Affiliate from the Affiliate Program. Upon termination of this Agreement, Affiliate must immediately remove from Affiliate's Web site(s) and cease using any Advertising or Links. Following termination of this Affiliate Agreement, Affiliate agrees to refund any amounts that were earned from Company in breach of this Agreement.
2.3 Upon termination of this Agreement, Affiliate shall immediately cease serving or using Advertisements.
2.4 No Referral Fees or bonuses shall be due with respect to Customers who register after the date of termination. We reserve the right to withhold your final payment for up to 120 days as necessary to calculate properly any amount due to you.