LocalRealtors.com Affiliate program features:
This LOCALREALTORS.COM AFFILIATE PROGRAM OPERATING AGREEMENT (this “Agreement”) contains all of the terms and conditions, except as otherwise expressly provided herein, regarding your participation in the Local, REALTORS Affiliate Program (the “Affiliate Program”) offered by The Local Realty Inc., dba Local (“The Local Realty”).
The Local Realty Affiliate Program. The Local Realty is a leading Internet-based real estate marketplace where customers are matched with local real estate experts from The Local Realty’s network. The Local Realty provides access to several types of real estate professionals, including lenders, agents, brokers, as well as other services. The Local Realty conducts business through its World Wide Web Site located at http://www.localrealtors.com (the “Site”). Under this Agreement, your World Wide Web Site that has been designated by you in your The Local Realty Affiliate Program Membership Application and accepted by The Local Realty as the “Affiliate Site” will be electronically linked to the Site. At The Local Realty’s discretion, you may add additional Affiliate Site(s)s via your affiliate dashboard, www.localrealtors.com/affiliates. You acknowledge and agree that only the site you have listed in your Affiliate Program Membership Application and those sites you have listed viawww.localrealtors.com/affiliates will be Affiliate Site(s) under this Agreement. The Local Realty may revoke approval of any such site upon notice to you: (a) immediately for your breach of this Agreement or of your Publisher Service Agreement; or (b) upon seven (7) days notice at The Local Realty’s sole discretion.
Enrolling in the Affiliate Program. To enroll in the The Local Realty Affiliate Program, complete the The Local Realty Affiliate Program Membership Application form located on the Site or atwww.localrealtors.com/affiliates. Your submission of the Affiliate Program Application constitutes your consent to the terms and provisions of this Agreement. The Local Realty will review your completed Application and will promptly notify you, via e-mail, if your Affiliate Site(s) has been accepted for participation in the Affiliate Program. The Local Realty has the right to reject your Application at our sole discretion if we determine that your Site’s participation would be unsuitable for the Affiliates Program for any reason. If we reject your Application, you may reapply at any time.
The Local Realty Link. Once your Affiliate Program Application is accepted, we will make available to you banner advertisements with links to the Site (the “The Local Realty Links”), which can be accessed throughwww.localrealtors.com/affiliates. Subject to the terms and conditions hereof, you may display the The Local Realty Links on your Affiliate Site(s) as often and in as many areas as you desire. The The Local Realty Links will consist of one or more text or graphic images provided by us onwww.localrealtors.com/ containing the The Local Realty trademark and logo and establishing a link that will connect visitors to your Affiliate Site(s) directly with The Local Realty when they click on The Local Realty Link. The The Local Realty Links are subject to change from time to time in our sole discretion.
Your Responsibility For The Local Realty Links. You agree to promptly post a The Local Realty Link to your Affiliate Site(s) within thirty (30) days after it is made available to you. In using the The Local Realty Links, you agree that you will fully cooperate with us in order to establish and maintain one or more electronic links that directly connect your Affiliate Site(s)’s visitors to the Site. You agree to display one or more The Local Realty Links prominently in relevant sections of your Affiliate Site(s). You agree that you will display on your Affiliate Site(s) only those The Local Realty Links that are provided by The Local Realty to you, and you will substitute such The Local Realty Links with any new The Local Realty Links provided by The Local Realty from time to time. The Local Realty has the right to monitor your Affiliate Site(s) at any time to determine your compliance with this Agreement, and take any action The Local Realty deems appropriate, in its sole discretion, in the event of non-compliance pursuant to the terms of this Agreement.
Additional Affiliate Site(s) Obligations.
The Local Realty License.
During the term of this Agreement, The Local Realty grants you a non-transferable, non-exclusive, revocable right to (i) access the Site through the The Local Realty Links solely in accordance with the terms of this Agreement and (ii) solely in connection with the The Local Realty Links, to use our logos, trademarks, trade names and other intellectual property contained in the The Local Realty Links (collectively, the “The Local Realty Marks”). We may revoke this license at any time by giving you notice pursuant to the provisions of Section 17 of this Agreement, whereupon you will immediately remove all The Local Realty Marks from your Affiliate Site(s) and other web pages under your control or direction.
Except for the licensing rights granted above, The Local Realty retains all other ownership and proprietary rights and interests in and to the The Local Realty Marks and all related goodwill. You may not use the The Local Realty Marks or other The Local Realty intellectual property for any purpose except as contemplated by this Agreement without the prior written consent of The Local Realty. The Local Realty has the right to review and approve in advance the nature and quality of the way in which you intend to use the The Local Realty Marks and the form of the The Local Realty Marks so used, and you agree to comply with the directions of The Local Realty in this regard. You agree not to use the The Local Realty Marks in any manner that is disparaging or that otherwise portrays The Local Realty in a negative light.
You acknowledge that the The Local Realty Marks are owned by The Local Realty. In addition, you will not at any time during the term of this Agreement or thereafter, directly or indirectly, contest or assist any other company, or person, in contesting the validity of the The Local Realty Marks or the right, title and interest of The Local Realty to the The Local Realty Marks. You agree that all use of the The Local Realty Marks will inure to the benefit of The Local Realty and you will have no right in the The Local Realty Marks.
Necessary Changes in Compensation. In addition to The Local Realty’s right to modify any provision, compensation under this Agreement shall be subject to change if and to the extent necessary to comply with federal, state and local laws and regulations, including but not limited to, the Real Estate Settlement Procedures Act. If, in the reasonable judgment of either of us, the compensation provided in this Agreement fails to comply with any applicable law, or either of us is advised by legal counsel or a regulatory agency to terminate or modify this Agreement to achieve legal compliance, then we will negotiate in good faith an alternative compensation arrangement with substantially similar economic benefits.
Term of Agreement. This Agreement will commence on the date you are notified by The Local Realty that your Affiliate Site(s) has been accepted for participation in the Affiliate Program and will end when terminated by either party. You may terminate this Agreement at any time, for any reason, with or without cause, by giving The Local Realty notice of termination in accordance with the provisions below. The Local Realty may terminate this Agreement by giving you notice of termination in accordance with the provisions below: (a) at any time, for any reason with cause; and (b) for any reason, without cause, with seven (7) days’ notice. You are only eligible to earn Advertising Fees during the term of this Agreement. If termination is the result of a breach of any of your representations, warranties, covenants and obligations under this Agreement, as modified from time to time, you will not be entitled to receive any unpaid fees and The Local Realty shall reserve all rights and remedies available to The Local Realty pursuant to this Agreement and applicable law. Immediately upon termination, you shall remove the The Local Realty Links from the Affiliate Site(s) and any other web pages under your control and direction and the licensing of the The Local Realty Marks hereunder shall cease.
Warranties. You represent and warrant to The Local Realty that you are duly organized, validly existing and in good standing and are duly qualified and licensed to do business and to carry out your obligations under this Agreement and that the execution, delivery and performance of this Agreement does not violate any existing agreement to which you are a party or by which you are bound. You further represent and warrant to The Local Realty that:
(a) all of the information contained in your Affiliate Program Membership Application is true and complete;
the content on your Affiliate Site(s) and any other web pages maintained by you or under your control or direction will not:
violate any federal, state or local law or regulation, or any law or regulation of any nation or other jurisdiction in which it may be accessed;
Independent Investigation. You acknowledge that you have read this Agreement and agree to all its terms and conditions, and you understand that we may at any time (directly or indirectly) solicit visitor traffic on terms that may differ from those contained in this Agreement or operate World Wide Web Sites that are similar to or compete with your Affiliate Site(s). You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
Indemnification; Limitation on Liability.
You agree to indemnify, defend and hold The Local Realty and our officers, directors, shareholders, employees, agents and related and affiliated entities, harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and court costs) of any kind or nature, arising out of, resulting from or in any way connected with (i) your breach or alleged breach of any provision, including, but not limited to, any covenant, representation or warranty contained in this Agreement as modified from time to time, (ii) your negligence or willful misconduct in connection with your performance of this Agreement, (iii) any claim related to the development, maintenance, operation or content of the Affiliate Site(s), (iv) any misrepresentation made by you or on your Affiliate Site(s) or any other web pages under your control or direction, and (v) any taxes due on the payment of the Advertising Fee.
THE LOCAL REALTY SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS OR GOODWILL, ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE PRODUCTS, SERVICES OR PROGRAMS OFFERED BY THE LOCAL REALTY, OR ANY DOCUMENTATION AND/OR INTENDED USE THEREOF, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF LOCAL REALTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,LOCAL REALTY’S AGGREGATE LIABILITY WITH RESPECT TO THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU HEREUNDER.
THE SITE,LOCAL REALTY LINKS AND RELATED SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY, AND THE LOCAL REALTY EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SITE OR THE LOCAL REALTY LINKS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, THE LOCAL REALTY MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND THE LOCAL REALTY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Relationship of Parties. You and The Local Realty are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party shall have the authority or power to act for, bind or commit the other in any way.
Publicity. You shall not create, publish, distribute, or permit any written material that makes reference to The Local Realty without first submitting such material to us and receiving our prior written consent, which we may reverse in our sole discretion.
Notices. Except as otherwise expressly provided herein, all notices under this Agreement:
To The Local Realty from you: shall be in writing, and shall be delivered in person, by facsimile or by overnight courier. The address and facsimile number for The Local Realty is The Local Realty, Inc, P.O. Box 601941, San Diego, CA 92160, Attn: Affiliate Program Manager facsimile (866) 538-6057. Notices may also be sent by first-class United States mail, if properly addressed, postage prepaid, and registered or certified (return receipt requested). Notices shall be considered as delivered upon written confirmation of receipt or three days after mailing in the required manner.
To you from The Local Realty: shall be made in one or more of the following ways: (a) by written notice as provided above to your address, or facsimile number as specified in your Affiliate Program Membership Application; (b) by an e-mail to the e-mail address set forth in your Affiliate Program Membership Application, by including such notice in a Branching Out Newsletter; or (c) through a posting of the notice on the Affiliate Section of the Site or at www.localrealtors.com/affiliates.
Either of us may change our respective addresses for the purpose of receiving notices under this Agreement by giving notice to the other party in the manner specified in this Section.
Confidentiality. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agree that all information including, without limitation, the terms of this Affiliate Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning The Local Realty or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.
Entire Agreement. This Agreement constitutes the entire agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings.
ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED OR MODIFIED BY THE LOCAL REALTY AT ANY TIME, IN ITS SOLE DISCRETION BY PROVIDING YOU WITH SEVEN (7) DAYS’ NOTICE. AMENDMENTS OR MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE FEES, FEE SCHEDULES, PAYMENT PROCEDURES, AND AFFILIATE NETWORK RULES. THE LOCAL REALTY WILL NOTIFY YOU OF ANY AMENDMENTS OR MODIFICATIONS IN ACCORDANCE WITH THIS SECTION IF ANY AMENDMENT OR MODIFICATION OF THIS AGREEMENT IS NOT ACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. IF YOU DO NOT PROVIDE THE LOCAL REALTY WITH NOTICE OF YOUR TERMINATION AND CONTINUE TO PARTICIPATE IN THE AFFILIATE PROGRAM, THEN THE AMENDMENT OR MODIFICATION WILL BE LEGALLY BINDING UPON YOU. The Local Realty may waive compliance with any provision of this agreement. The failure of The Local Realty to enforce any provision of this agreement at any time shall not be construed as a waiver of such provision.
Severability. Each provision of this Agreement is independent of and severable from each other provision. If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions of this Agreement shall remain valid and enforceable.
Non-Assignability. You may not assign this Agreement or transfer the rights granted under this Agreement without the prior written consent of The Local Realty.
Governing Law; Jurisdiction; Attorneys’ Fees. The interpretation and enforcement of this Agreement shall be governed by the laws of the United States and the State of California (except any provision requiring the application of another state’s laws and except that questions affecting the construction and effect of any intellectual property shall be determined by the laws under which the intellectual property is granted, registered or protected). If there is a dispute regarding this Agreement, we both agree that any civil action shall be filed only in the federal or state courts located in San Diego, California and you irrevocably consent to the jurisdiction of such courts. Whichever one of us is the prevailing party in any dispute shall be entitled to recover its reasonable attorneys’ fees and court costs, as determined by the appropriate court of law.