Referral Program Agreement

This Referral Program Agreement (“Program Agreement”) contains the terms and conditions that govern your participation in the the DNN Store Referral Program (the “Program”). “We,” “us,” or “our” means the Referral Program or any of its affiliate companies as the case may be. “You” or “your” means the applicant. A “site” means a website. “Your site” means any site(s) and any software application(s) that you link to the the DNN Store Site ("THE STORE").

BY SUBMITTING YOUR APPLICATION YOU ARE INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS PROGRAM AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED PROGRAM AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE STORE, YOU (A) AGREE TO BE BOUND BY THIS PROGRAM AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS PROGRAM AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS PROGRAM AGREEMENT. IN ADDITION, IF THIS PROGRAM AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS PROGRAM AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS PROGRAM AGREEMENT.

1. Description of the Program

The purpose of the Program is to permit you to advertise Products on your site (defined in Section 2) and to earn referral commissions for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the DNN Store Site. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program (“Content”). Content specifically excludes, and you will not in connection with the Program display on your site or otherwise use, any data, images, text, or other information or content relating to Excluded Merchants, products offered by Excluded Merchants, and products offered on any site other than the DNN Store Site.

2. Enrollment

To begin the enrollment process, you must submit a complete and accurate Referral Program application. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine that your site is unsuitable. Unsuitable sites include those that:

1. promote or contain sexually explicit materials;
2. promote violence or contain violent materials;
3. promote or contain libelous or defamatory materials;
4. promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
5. promote or undertake illegal activities; or
6. otherwise violate intellectual property rights.

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Program Agreement. You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Program Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

3. Links on Your Site

After you have been notified that you have been accepted into the Referral Program, you may display Referral Links on your site. “Referral Links” are links to the DNN Store Site that you place on your site in accordance with this Program Agreement and that properly utilize the Referral “tagged” link formats we provide. Referral Links permit accurate tracking, reporting, and accrual of referral fees. You may earn referral fees only as described in Section 7 and only with respect to activity on the DNN Store Site occurring directly through Referral Links. We will have no obligation to pay you referral fees if you fail to properly format the links on your site to the DNN Store Site as Referral Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Program Agreement.

4. Program Requirements

By participating in the Program, you agree that you will comply with all pages, schedules, policies, guidelines, and other documents and materials referenced in this Program Agreement. You will provide us with any information that we request to verify your compliance with this Program Agreement. If we determine that you have not complied with any requirement or that you have otherwise violated this Program Agreement, we may (in addition to any other rights or remedies available to us) withhold any referral fees payable to you under this Program Agreement, terminate this Program Agreement, or both. In addition, you hereby consent to us:

• sending you emails relating to the Referral Program from time to time;
• monitoring, recording, using, and disclosing information that we obtain in connection with your display of Referral Links (e.g., that a particular DNN Store customer clicked through a Referral Link from your site before buying a Product on the DNN Store Site) in accordance with the Program Agreement.
• monitoring, crawling, and otherwise investigating your site to verify compliance with this Program Agreement.

5. Responsibility for Your Site

You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment;
• displaying Referral Links and Content on your site in compliance with this Program Agreement and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
• creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Referral Links);
• using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
• disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers;
• and any use that you make of the Content and the DNN Store Marks, whether or not permitted under this Program Agreement. We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our REFERRAL MEMBERS and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Program Agreement or violates applicable law; (d) your violation of any term or condition of this Program Agreement; or (e) your or your employees' negligence or willful misconduct.

6. Order Processing

We will process Product orders placed by customers who follow Referral Links from your site to the DNN Store Site. We reserve the right to reject orders that do not comply with any requirements on the DNN Store Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and referral fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.

7. Referral Fees

We will pay you referral fees on Qualifying Purchases in accordance with Section 8. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Referral Link on your site to the DNN Store Site; (b) during a single Session that customer adds a Product to his or her shopping cart and places the order for that Product during that session, downloaded by, and paid for by, the customer. A “Session” begins when a customer clicks through a Referral Link on your site to the DNN Store Site and ends upon the first to occur of the following: (a) the customer places an order for a Product(s); or (b) the customer follows a link to the DNN Store Site that is formatted with an referral code that is not assigned to you. Qualifying Purchases exclude, and we will not pay referral fees on any of, the following:

• any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, is purchased by a customer;
• any Product purchase that is not correctly tracked or reported because the links from your site to the DNN Store Site are not properly formatted;
• any Product purchased through a Referral Link by you or on your behalf, including Products you purchase through Referral Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
• any Product purchased after termination of this Program Agreement;
• any Product order that is canceled or refunded;
• and any Product purchased by a customer who is referred to the DNN Store Site through any of the following:
• a link to the DNN Store Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise. “Redirecting Link” means a link that sends users indirectly to the DNN Store Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

8. Advertising Fee Payment

We will pay you referral fees on a monthly basis for Qualifying Purchases in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 60 days following the end of each calendar month using the payment method you choose from the following available options. If you have not selected one of the payment methods below, we will withhold any unpaid accrued referral fees until you have done so.

• Payment by Direct Deposit. If you select payment by direct deposit, we will directly deposit the referral fees you earn into the bank account you designate, but may accrue and withhold referral fees until the total amount due to you is at least $50. If you select this method of payment, you must provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number, and the name of the primary account holder as it appears on the account.
• Payment by Wire Transfer. If you select payment by wire transfer, we will transfer money in to your account in the amount of the referral fees you earn, but we may accrue and withhold referral fees until the total amount due to you is at least $1000.
• Payment by PayPal. If you select payment by PayPal, we will send you a PayPal payment in the amount of the referral fees you earn, but we may accrue and withhold referral fees until the total amount due to you is at least $10.You must provide us with your PayPal account information.

We may be obligated by law to obtain tax information from you if you are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your referral fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

9. Policies and Pricing

Customers who buy products through this Program are our customers with respect to all activities they undertake in connection with the DNN Store Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and Program procedures concerning customer orders, customer service, and product sales set forth on the DNN Store Site will apply to those customers, and we may change them at any time.

10. Limited License

Subject to the terms of this Program Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the DNN Store 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, “DNN Store Marks”) solely on your site and in accordance with Program Agreement. The license set forth in this Section 10 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Program Agreement, or otherwise upon termination of this Program Agreement. In addition, we may terminate the license set forth in this Section 10 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 DNN Store Marks with respect to which the license set forth in this Section 10 is terminated or as we may otherwise request from time to time.

11. Reservation of Rights; Submissions

Other than the limited licenses expressly set forth in Section 10, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Program Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Referral Links, link formats, Content, any domain name owned or operated by us or our REFERRAL MEMBERS, Operational Documentation, our and our REFERRAL MEMBERS’ trademarks and logos (including the DNN Store Marks), and any other intellectual property and technology that we provide or use in connection with the Program. If you provide us or any of our REFERRAL MEMBERS with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Program Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.

12. Compliance with Laws

In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).

13. Term and Termination

The term of this Program Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Program Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Program Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and DNN Store Marks and promptly remove from your site and delete or otherwise destroy all links to the DNN Store Site, all DNN Store Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Program Agreement or otherwise in connection with the Program. We may withhold accrued unpaid referral fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Program Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 11, 12, 13, 15, 16, 17, 18, and 19, together with any accrued but unpaid payment obligations of us under this Program Agreement, will survive the termination of this Program Agreement. No termination of this Program Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Program Agreement prior to termination.

14. Modification

We may modify any of the terms and conditions contained in this Program 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 DNN Store Site. Modifications may include, for example, changes to the Associates Program Advertising Fee Schedule, Associates Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS PROGRAM AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED PROGRAM AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE STORE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

15. Relationship of Parties

You and we are independent contractors, and nothing in this Program Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective REFERRAL MEMBERS. You will have no authority to make or accept any offers or representations on our or our REFERRAL MEMBERS’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Program Agreement, you will be deemed to have taken the action yourself.

16. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, REFERRAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS PROGRAM AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE STORE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS PROGRAM AGREEMENT, THE PROGRAM, THE STORE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS PROGRAM AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

17. Disclaimers

THE PROGRAM, THE STORE, ANY REFERRAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, STORE.DNNSOFTWARE.COM DOMAIN NAME, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." WE DO NOT 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 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. WE 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. WE ARE NOT 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 STORE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS PROGRAM AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR REFERRAL MEMBERS 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 PROGRAM AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS PROGRAM AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

18. Disputes

Any dispute relating in any way to the Program or this Program Agreement in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 will be adjudicated in any state or federal court in San Mateo County, California, and you hereby consent to exclusive jurisdiction and venue in those courts. The laws of the State of California, without regard to principles of conflicts of laws, will govern this Program Agreement and any dispute of any sort that might arise between you and us. Notwithstanding anything to the contrary in this Program Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a Referral, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

19. Miscellaneous

You acknowledge and agree that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Program Agreement or operate sites that are similar to or compete with your site. You may not assign this Program Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Program Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Program Agreement will not constitute a waiver of our right to subsequently enforce this provision or any other provision of this PROGRAM Agreement. In the event of any conflict between this Program Agreement and the Operational Documentation, this Program Agreement will control. If you are enrolled to use the Product Advertising API and in the event of any conflict between this Program Agreement and the the DNN Store Product Advertising API License Agreement (“ License Agreement ”), this Program Agreement will control except that the License Agreement will control with respect to your use of the Product Advertising API, Data Feed, and Product Advertising Content (each as defined in the License Agreement). Whenever used in this Program Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Program Agreement, may be made, taken, or given in our sole discretion.