Partner Referral Terms and Conditions

Overview

This Agreement contains the complete terms and conditions that apply to Partner's participation in the Partner Network of The Savvy Source for Parents (the "Program"). Carefully read these terms and conditions, which represent a legally binding agreement between The Savvy Source for Parents ("we" or "Savvy Source") and you ("you" or "Partner"). As used in this Agreement, "Site" means, depending on the context, either the savvysource.com site or the website owned or controlled by Partner, on which Partner will place Links (as defined below) to savvysource.com.

1. Enrollment in the Program

Partner shall submit a completed Program application with Savvy Source to begin the enrollment process. The Savvy Source will evaluate your application and notify you if the application is accepted or rejected. The Savvy Source may reject Partner's application for any reason, in The Savvy Source's sole discretion, including if The Savvy Source determines that Partner's Site or organization is unsuitable for the Program. Unsuitable sites include, without limitation, those that contain illegal, offensive, infringing content or content that The Savvy Source otherwise deems offensive. If Partner is accepted into the Program, Partner shall notify The Savvy Source in writing of any significant changes to the content or structure of Partner's Site within ten (10) days of such change(s).

2. Links

For the purposes of this Agreement, "Link(s)" means the software code and/or URL that The Savvy Source makes available to Partner that is used for linking from your Site to web pages on savvysource.com, and may include banners, text, search boxes, buttons, or other graphics or devices. The Savvy Source may, in its sole discretion, consider written requests to use other serving mechanisms, on a case by case basis. Partner shall not modify the Links in any way. The Savvy Source will not be responsible for errors that occur in the tracking of transactions if Partner has made or caused any such modification.

3. General Links to savvysource.com

Partner shall only post Links approved by The Savvy Source. Partner may also post on its Site links obtained directly from e-mails and newsletters received from The Savvy Source. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by The Savvy Source. The Savvy Source may at any time, without prior notice, remove the Links described above, require Partner to remove the Links, or dynamically replace The Savvy Source creative or text with creative or text suitable to The Savvy Source in The Savvy Source's sole discretion.

4. E-mail Links

Partner may use Links within e-mails that Partner sends to registered users of the Partner Site. Use of such Links is subject to all of the requirements and restrictions respecting Links generally as set forth in this Agreement. E-mails making reference to The Savvy Source, that include Links, or that concern any other aspect of the Program, may be sent only to individuals who have elected to receive such e-mails. "Spamming," including the sending of unsolicited electronic communications, will not be tolerated and may lead to termination of this Agreement. You will not be entitled to any Referral Fees generated through Spamming tactics. Partner shall comply with any and all regulations, statutes and applicable laws of the United States or any other state, country or jurisdiction related to e-mail, and/or electronic communications. It is Partner's responsibility to be aware of all such regulations, statutes and laws.

5. Transaction Processing

The Savvy Source will process transactions placed by customers who follow Links from Partner's Site to The Savvy Source Site. The Savvy Source reserves the right to reject transactions that do not comply with any reasonable requirements that the Savvy Source may periodically establish. The Savvy Source will be responsible for all aspects of transactions processing and fulfillment. The Savvy Source will track transactions made with customers who purchase products using Links and generate reports summarizing this sales activity which will be available to Partner. The form, content, and frequency of the reports are limited to those reports and capabilities available to The Savvy Source. To permit accurate tracking, reporting, and fee accrual, Partner shall ensure that Links are properly formatted. The Savvy Source will not be responsible for improperly formatted Links.

6. Qualified Transactions

The Savvy Source will pay Referral Fees (as defined below) to Partner for Qualified Transactions (as defined below). For the purposes of this Agreement, a "Qualified Transaction" means a transaction whereby a customer: (i) uses a Link to enter and register for The Savvy Source Site; (ii) purchases a Saving and Raising offer using a registered account and email address associated with the Link; and (iii) remits full payment to The Savvy Source. Transactions by customers that are already in The Savvy Source database as a previously registered user by another party or by The Savvy Source will not count towards a Qualified Transaction. A customer's subsequent purchase of Saving and Raising offers will each be eligible to count as a Qualified Transaction, regardless of the number of Saving and Raising offers purchased by the customer.

The Savvy Source will not pay Referral Fees for any transactions other than Qualified Transactions as defined in this Agreement. This means that The Savvy Source will not pay you for transactions that, among other things, result from a link directly to savvysource.com from any Internet site other than your Site, such as from a Sponsored Link as set forth in Section 14 of this Agreement. This also means that you will not be entitled to Referral Fees for products sold that are ultimately returned or refunded.

7. Referral Fees

Referral Fees means the fees The Savvy Source will pay Partner for Qualified Transactions generated by the Partner Site or related Site, in accordance with the fee schedule set forth below.

1. The Savvy Source will pay Partner three percent (3%) of each Qualified Transaction directly generated by the Partner Site.
2. If a Partner (the "Referring Partner") links and refers another party (the "Referred Partner") to The Savvy Source as a potential Partner and The Savvy Source accepts such party as a Partner, The Savvy Source will pay the Referring Partner a Referral Fee of two percent (2%) of every Qualified Transaction directly generated by the Referred Partner Site and the Referred Partner will receive the Referral Fee of three percent (3%) of every Qualified Transaction generated by the Referred Partner Site as described in Section 7A above.
3. If the Referred Partner links and refers another party to The Savvy Source as a potential Partner and The Savvy Source accepts such party as a Partner (a "Subsequent Referred Partner"), The Savvy Source will: (a) pay the initial Referring Partner a Referral Fee one percent (1%) of every Qualified Transaction directly generated by the Subsequent Referred Partner Site, and (b) pay the Referred Partner a Referral Fee of two percent (2%) of every Qualified Transaction directly generated by the Subsequent Referred Partner Site. The Subsequent Referred Partner will receive a Referral Fee of three percent (3%) of every Qualified Transaction directly generated by the Subsequent Referred Partner Site as described in Section 7A above.

The Savvy Source shall only pay a Referral Fee to a Partner for Qualified Transactions generated directly by a Partner Site, Referred Partner Site or Subsequent Referred Partner Site, regardless of any subsequent parties that are referred to The Savvy Source as a potential Partner and accepted as a Partner by The Savvy Source. For the avoidance of doubt, the 3% Referral Fee in Section 7A, 7B and 7C shall not be duplicative and a Partner is eligible for at most one Referral Fee for each Qualified Transaction.

8. Fee Payment

The Savvy Source will pay Partner the Referral Fees on a quarterly basis. Approximately 60 days following the end of quarter, The Savvy Source will pay Partner for the Referral Fees earned on Qualified Transactions that were purchased during the quarter, less any taxes that The Savvy Source is required by law to withhold. Partner may track the number of Qualified Transactions and associated Referral Fees through The Savvy Source's Partner Portal reporting interface. The Savvy Source's Partner Portal will be determinative in determining the number of Qualified Transactions and associated Referral Fees due to Partner.

The Savvy Source does not make any guarantee of a minimum amount of business or that Partner will earn any amount of Referral Fees under this Agreement.

9. Policies and Pricing

Customers who buy products through the Program will be deemed to be customers of The Savvy Source. Accordingly, all savvysource.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to such customers with respect to their transactions at savvysource.com. We may change our policies and operating procedures at any time consistent with applicable laws.

10. Promotion of Affiliation with The Savvy Source; Exclusivity

Partner may not in any manner misrepresent or embellish the relationship between the parties. Partner shall not otherwise engage in any promotions which name The Savvy Source or imply any relationship or affiliation between the parties including, but not limited to, press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for co-branding or any other format or media. Any such promotion will be considered grounds for immediate termination of this Agreement and may invoke further legal action. Moreover, Partner shall not engage in any promotions or post, use, procure, or otherwise arrange for a link on Partner's Site for another Site, organization or company that is primarily focused on parenting and raises money for scholarship funds for children or local schools.

11. Limited License for the term of this Agreement

The Savvy Source hereby grants to Partner a limited, non-exclusive, non-transferable, revocable license to use and display the Links and to access The Savvy Source Site through the Links solely in accordance with the terms of this Agreement, and for the term of this Agreement.

12. Ownership

As between Partner and The Savvy Source, The Savvy Source shall own all right, title and interest, including all Intellectual Property Rights, in and to The Savvy Source Site, the Program and the Links. For the purposes of this Agreement "Intellectual Property Rights" means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors' rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.

13. Responsibility for Partner's Site

Partner will be solely responsible for the development, operation, and maintenance of Partner's Site and for all content that appears on such Site. Such responsibility includes, without limitation: (i) the technical operation of Partner's Site and all related equipment; (ii) the accuracy, timeliness and appropriateness of content posted on Partner's Site; (iii) ensuring that posted materials do not violate or infringe upon the rights of any third party; (iv) ensuring that posted content is not libelous or otherwise illegal. Partner shall not use any proprietary materials of The Savvy Source in a manner that is disparaging or that otherwise portrays The Savvy Source in a negative light.

14. Sponsored Links

Partner shall not use, procure, bid on, or otherwise arrange for a Sponsored Link (defined below) on any Internet search engine, portal, sponsored advertising service or other search or referral service (a "Service") which Sponsored Link uses or includes the terms "They Savvy Source," "Savvy Source," "savvysource.com," or any other trademarks, trade names, service marks, corporate names, or other similar general intellectual property right owned or licensed by The Savvy Source or any parent, subsidiary, or other Partner of The Savvy Source ("Savvy Source Marks"). A "Sponsored Link" means a link offered, created, or displayed for a fee (whether on a "cost-per-click" basis, commission, or any other commercial arrangement) by a Service which uses search terms or key words to identify, draw attention to, or direct Internet traffic to an Internet site.

Partner shall not register, procure, or use any Internet domain name that includes the Savvy Source Marks or any variations thereof.

15. Indemnity

Partner shall defend, indemnify and hold The Savvy Source harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys' fees) relating to: (i) the development, operation, maintenance, and content of Partner's Site; or (ii) breach of this Agreement.

16. Term and Termination

Partner's acceptance of the terms and conditions of this Agreement shall be evidenced by Partner's submission of a completed Program application, provided, however, that this Agreement shall not be effective unless and until The Savvy Source has accepted Partner into the Program. The term of this Agreement will begin upon The Savvy Source's acceptance of Partner into the Program and will end when terminated by either party (the "Term"). Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior written notice. Upon termination, Partner shall promptly remove all Links and Program-related content from Partner's Site. Partner is only eligible to earn Referral Fees on Qualified Transactions occurring during the Term (including all steps required for a transaction to be a Qualified Transaction under this Agreement). In the event that an overpayment is made by The Savvy Source, Partner agrees to promptly remit such excess payment upon notification by The Savvy Source. The Savvy Source may withhold Partner's final payment for a reasonable time to ensure that the correct amount is paid. The definitions contained in this Agreement and sections 12 through 22, shall survive the termination of this Agreement, along with any other provisions that by their express terms do, or by their nature should, survive.

17. Modification

The Savvy Source may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on The Savvy Source Site. If any modification is unacceptable to Partner, Partner's only recourse is to terminate this agreement. Partner's continued participation in the Program following our posting of a change notice or new agreement on The Savvy Source Site and/or sending you the change notice via e-mail will constitute binding acceptance of the change.

18. Relationship of Parties

The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner will have no authority to make or accept any offers or representations on our behalf. Partner will not make any statement, whether on the Partner Site or otherwise, that reasonably would contradict anything in this Section.

19. Limitation of Liability

THE SAVVY SOURCE SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, AND REGARDLESS OF THE THEORY OF RECOVERY). THE SAVVY SOURCE'S TOTAL LIABILITY TO PARTNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNTS PAID BY THE SAVVY SOURCE TO PARTNER DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST REOCCURRENCE OF EVENTS GIVING RISE TO THE IMPOSITION OF LIABILITY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS, SO THEY MAY NOT APPLY TO PARTNER.

20. Disclaimers

The Savvy Source makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, The Savvy Source makes no representation that the operation of The Savvy Source Site will be uninterrupted or error-free, and we will not be liable for any such interruptions or errors.

21. Independent Investigation

Partner acknowledges that it has read this Agreement and agrees to all its terms and conditions. Partner understands that The Savvy Source may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with Partner's site. Partner has independently evaluated the desirability of participating in the Program and is not relying on any representations or statements other than as set forth in this Agreement.

22. Miscellaneous

All rights not expressly granted herein by The Savvy Source to Partner are reserved by The Savvy Source. There are no implied rights. Any notice provided for or permitted under this Agreement will be treated as having been given when (i) delivered personally, (ii) sent by confirmed telex or fax; (iii) sent by nationally recognized commercial overnight courier with written verification or receipt; or (iv) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the address set forth on Partners applicable registration form, in the case of Partner, and the address set forth below for The Savvy Source. This provision shall not apply to Section 17, "Modifications."

The Savvy Source for Parents
Attention: Kathryn Wheat
2 Embarcadero Center
Suite 2370
San Francisco, California 94111

Except as set forth in Section 17, "Modifications," this Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of The Savvy Source. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.
This Agreement shall be governed by and construed under the laws of the State of Delaware, without regards to its conflict of laws principals.
The Savvy Source may assign this Agreement without restriction, provided that assignee agrees in writing to be bound by the terms of this Agreement. Partner may not assign this Agreement or any rights, duties, or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of The Savvy Source and any attempt to do so without such consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole.
Except as may be otherwise specifically provided in this Agreement, this Agreement is not intended to and shall not confer upon any other person or business entity, other than the parties hereto, any rights or remedies with respect to the subject matter hereof.
This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreement, whether written or oral.