MyScorecard Affiliate Agreement

This agreement contains the terms and conditions regarding the creation of a link on our site to the web site hosted on www.MyScorecard.com ("MyScorecard Web Site"), and linked to/from your website. You are referred to in this agreement as "AFFILIATE" and your website is referred to as the "AFFILIATE Site".

BY CLICKING THE "SUBMIT" BUTTON, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

WEB SITE DEVELOPMENT AND HOSTING: MyScorecard LLC (also referred to as "MyScorecard") shall, at its own expense, develop and maintain the MyScorecard Web Site such that the MyScorecard Web Site is accessible over the Internet. MyScorecard shall be entitled, without the consent of AFFILIATE, to modify the MyScorecard Website from time to time to maintain and improve the functionality, look and feel, and marketing of the MyScorecard Web Site.

LINKING: AFFILIATE agrees modify the AFFILIATE Website to include a link, graphic, or button (the "Link") that enables Users by means of a hidden universal resource locator to connect automatically from the AFFILIATE Site to a page of the MyScorecard Web Site designated by MyScorecard. MyScorecard grants AFFILIATE a non-exclusive, non-transferable, right to link the AFFILIATE Site to the MyScorecard Web Site. During the Term, AFFILIATE shall ensure that the AFFILIATE Site continues to be accessible and operable over the Internet and that the Link is maintained and operable in accordance with this section.

REFERRAL FEE: MyScorecard shall pay AFFILIATE a referral fee equal to sixteen percent (16%) of the Net Fees earned by MyScorecard in respect of Affiliate Memberships. "Affiliate Memberships" means the action of paying for a 1, 2, or 3 year membership to access the MyScorecard Web Site at the prevailing net price. "Net Fees" means the net fees received by MyScorecard LLC in respect of membership, after deducting any refunds to Users and any fees, commissions, or other amounts payable by MyScorecard to third parties in respect of such membership (e.g. credit card processing fees). The referral fees shall be paid by MyScorecard to AFFILIATE on a quarterly basis after any quarter in which such fees exceed $50.00 US Funds. If fees are less than $50.00 US Funds, the total will be rolled into the following quarter.

OWNERSHIP OF INTELLECTUAL PROPERTY: Except as expressly granted in this agreement, neither party shall have any rights in respect of the Intellectual Property of the other. AFFILIATE acknowledges and agrees that MyScorecard owns all right, title and interest in the MyScorecard Web Site, and any copyright, trademark, patent, trade secrets, confidential information, know-how and other intellectual property used or embodied in it, including without limitation any information or data compiled using the MyScorecard Web Site; and nothing in this agreement shall be construed as granting AFFILIATE any rights in the MyScorecard Web Site and the related intellectual property.

TERM: This agreement shall be effective for a period (the "Term") commencing on the date MyScorecard notifies AFFILIATE of its acceptance. The AFFILIATE may terminate this agreement at any time by removing their link from the MyScorecard web site and notifying MyScorecard via email. Notwithstanding the foregoing, this agreement may be terminated immediately by one MyScorecard, upon written notice to the affiliate, after any of the following:

The affiliate has used the MyScorecard's Intellectual Property contrary to the terms of this agreement in a manner which has, or may reasonably be expected to have, a material adverse effect on the rights therein of the owners or licensees thereof, or on the goodwill, business or operations of such owners or licensees.
The affiliate breaches this agreement and, 30 days after receipt of written notice from MyScorecard setting out the nature of the breach, has not ceased the conduct or activity constituting the breach and remedied the breach (to the extent reasonably capable of being remedied).
The affiliate ceases to carry on its business in the ordinary course, including, without limitation, the maintenance of the AFFILIATE Site such that it continues to be accessible and operable over the Internet.
A receiver, trustee or similar legal representative is appointed for all or a substantial portion of the affiliate's assets, the affiliate makes an assignment for the benefit of its creditors, the affiliate is declared bankrupt or insolvent for the purposes of any legislation affecting the rights of creditors, or the affiliate takes the benefit of any legislation for bankrupt or insolvent debtors.
If MyScorecard determines, in its sole discretion, that AFFILIATE Site ceases to be suitable for the purposes of the website linking arrangement described in this agreement; which may be due to (but is not limited to) the inclusion of sexually explicit material, violence or any other content which may harm the business or goodwill of MyScorecard in the AFFILIATE Site, its promotion of discrimination or illegal activities, its infringement of intellectual property rights or failure to comply with applicable laws,

Upon termination of this agreement, AFFILIATE shall remove any of MyScorecard's Intellectual Property from the AFFILIATE Site and any links to the MyScorecard Web Site and each party shall otherwise have no further obligations; except that sections on Indemnity, Ownership of Intellectual Property, and Limitation of Liability shall survive the termination of this agreement and continue to be binding upon the parties.

NOTICES: Any notice or communication regarding this contract shall be sent to AFFILIATE at the EMAIL address provided to MyScorecard and to MyScorecard at affiliate@myscorecard.com or in writing at 1112 Montana Ave, Suite 131, Santa Monica, CA 90403, unless another address has been provided by a party by sending a notice to the other.

APPLICABLE LAW: This Agreement shall be governed by the laws of Delaware and the laws of United States applicable therein, without giving effect to any choice or conflict of law rules that would cause the application of the laws of any jurisdiction other than Delaware. The parties each submits to the non-exclusive jurisdiction of the Courts of Delaware with respect to any matter arising hereunder or related hereto.

LIMITATION OF LIABILITY: MYSCORECARD HAS NO CONTROL OVER TRANSMISSIONS OVER THE INTERNET, AND CANNOT GUARANTEE, AND SHALL HAVE NO OBLIGATION TO AFFILIATE TO ENSURE, THAT ACCESS TO THE MYSCORECARD WEB SITE OR OVER THE INTERNET WILL BE UNINTERRUPTED OR ERROR FREE. MYSCORECARD MAKES NO PRESENTATIONS OR WARRANTIES OF ANY KIND RELATING TO THE MYSCORECARD WEB SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS OF THE PRODUCTS OR SERVICES PROVIDED FOR ANY PARTICULAR USE OR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. USE OF THE MYSCORECARD WEB SITE SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET OUT IN CONTRACTS BETWEEN MYSCORECARD AND ITS USERS, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF LIABILITY THEREIN. IN NO EVENT SHALL MYSCORECARD BE LIABLE FOR LOSS OF PROFITS, BUSINESS OR GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT AND TORT (INCLUDING NEGLIGENCE).

NOTICE TO CALIFORNIA MEMBERS: This notice is to advise you of that the MyScorecard Service is a service provided by MyScorecard LLC, 63 Richmond Road, Belmont, MA 02478. Our phone number is 1-617-470-7803. Fees, if any, for services offered by us are available at our web site https://www.myscorecard.com The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be reached by writing to 400 R Street, Sacramento, California 95814 or by telephone at (800) 952-5210.

ACCEPTANCE BY MYSCORECARD: This agreement is subject to acceptance by MyScorecard after receipt of AFFILIATE'S application and any information regarding AFFILIATE requested by MyScorecard, and shall not be binding upon MyScorecard until it provides AFFILIATE with notification of its acceptance. MyScorecard reserves the right, at its sole discretion, to revoke this agreement with the AFFILIATE within 1 week of the initial confirmation if it determines that AFFILIATE Site is not suitable for the purposes of the website linking arrangement set out above. Examples of unsuitable sites include but are not limited to those that contain sexually explicit material or violence, promote discrimination or illegal activities, or infringe intellectual property rights or otherwise are not in compliance with applicable laws.