Change For Us, LLC and 3652sx Affiliate/Dealership Service Agreement

This Affiliate/Dealership Service Agreement (the “Agreement”) is made by and between 3652sx and Change For Us, LLC, an Arizona limited liability corporation (“Change For Us, LLC”), and you (“You”).

Change For Us, LLC and 3652sx operates an Affiliate Marketing service. You wish to earn compensation through Your Web site by increasing sales, leads and/or visitors to other Web sites. Therefore, You wish to become an Affiliate/Dealership Member of Change For Us, LLC’s Affiliate Marketing service.

Change For Us, LLC and You agree to the following terms and conditions:

This is not a free affiliate program that allows anyone to register. You must become a member/dealer of 3652sx before you can become a dealer. Once you become a member/dealer, you will be automatically signed up for this affiliate/dealership program and then be entitled to receive commissions.

This is a two-tier commission based affiliate/dealership program where dealers will earn 50 percent first-tier commissions and 20 percent second-tier commissions.

By registering as a 3652sx member/dealer, you agree to all of the terms and conditions below.

You understand that commission potential earnings listed or described anywhere on this 3652sx.com website are only projected potential earnings and not guaranteed.

You understand that 3652sx.com affiliate/dealership is a multilevel marketing program.

These terms and conditions are subject to change and/or be updated at any time, and you agree to any updates or changes to these terms and conditions.

1 Relationship.
1.1 During the term of this Agreement You are an Affiliate. As an Affiliate, You agree to follow Change For Us, LLC’s “Good Business Practices” which are as follows:
1.1.1 You have a quality, professionally done Web site.
1.1.2 Your Web site does not contain or promote or Link to Web sites that contain or promote, any of these types of content: libelous, defamatory, ‘adult,’ obscene, pornographic, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or the offer any illegal good or service.
1.1.3 You do not mislead others and the site does not have deceptive offers.
If You operate a site that sells goods or provides services, You also agree to the following additional Good Business Practices with the goods ,services or benefits offered on the site:
1.1.4 You charge a fair price for Your product, service or benefit.
1.1.5 You have a secure shopping cart for processing orders and credit cards.
1.1.6 You have published customer service and satisfaction policies.
1.1.7 You provide a toll free customer support number or email address.
1.1.8 You fulfill customer orders promptly and quickly.
1.1.9 You provide e-mail confirmation upon acceptance of an order.
1.1.10 You provide e-mail confirmation of a shipment if applicable.
1.1.11 You have a published return policy and guarantee.
1.1.12 You have a published privacy policy.
1.1.13 You have robust back-end systems in place to process orders.
2 Tracking and/or Reporting.
Change For Us, LLC will track critical information regarding sales, Leads and Clicks that result directly from Your Links through the Service from Your Web site. Based on this information, Change For Us, LLC will allocate Payouts and provide You with informational reports and analyses. Upon notice that Your Links are not tracking due to anything under Your control, you will repair or fix the problem within one day of notice.
3 Your Links.
3.1 You may cause Links to be placed on and removed from Your Web site and Your e-mail messages at Your discretion subject to the terms and conditions of this Agreement. You shall not place Your Links in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chat-rooms, guestbooks, IRC channels or through similar Internet resources.
3.2 Your Links must be placed such that it is unlikely that they will mislead the Visitor. In addition, Your Links must be placed with the intent that it is reasonably likely that they will deliver bona fide sales, Leads or Clicks.
4 Payouts.
4.1 Payouts shall accrue in accordance with the program amount or percentage in effect at the time the Payout is earned. Upon any change to the Payout in amount or percentage, Change For Us, LLC will send each Affiliate who hosts Links to the Change For Us, LLC Web site an e-mail notice regarding the change. It is Your duty to determine the current Payout rates in effect from time to time. The current Payouts shall be available to You on the 3652sx.com Web site after logging into your membership account.
4.2 Change For Us, LLC will credit Your Account with the amount of the Payout if Your Link directly resulted in a bona fide sale.
4.3 Other than Change For Us, LLC’s income taxes, You agree that one or more of You, the Affiliate, or the Visitor, to the exclusion of Change For Us, LLC, shall pay all applicable sales, use, Internet, import, or other taxes or duties, and any other fees or withholding related to the sales under this Agreement.
4.4 3652sx pays commissions earned to your PayPal account used when registering. Payouts are made to your PayPal account once each month on the first day of each new month.
5 Service Promotion.
5.1 You shall not encourage third parties to copy Your Change For Us, LLC Affiliate Links unless You first obtain permission from Change For Us, LLC subject to the terms and conditions of this Agreement. You may encourage third parties to become Affiliates of the Service so that they may create their own Links directly as an Affiliate Member of the Service.
5.2 You shall not cause any sales to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, hidden frames, JavaScript popup windows and redirects. You shall not establish or cause to be established any program that provides any rewards, points or compensation for sales, unless specifically approved in writing by Change For Us, LLC.
5.3 You shall not directly or indirectly accept any compensation that supplements any Payout.
5.4 You shall not circumvent or evade any of Your duties under this Agreement, nor induce or conspire with any Member to circumvent or evade any of the Member’s duties to Change For Us, LLC. You understand that You are bound by a covenant of good faith and fair dealing under which You shall not deny Change For Us, LLC the benefit of its Agreements and under which You have an affirmative duty to cooperate to assist Change For Us, LLC in achieving the benefit of this Agreement. Any breach of this Section 5.4 is cause for immediate termination of this Agreement without notice.
5.5 In addition to all other remedies under this Agreement, Change For Us, LLC shall be entitled to recover from You any and all fees that would have been recovered had no breach of this Section 5 occurred. You are also liable for any Payout caused by improper use of the Service.
6 Change For Us, LLC’s Obligation to Pay.
Subject to Section 11.3, at the end of any calendar month that Your Account balance exceeds the “Minimum Balance Amount” as set by Change For Us, LLC from time to time (as a default rate), Change For Us, LLC will transmit to You, by the 20th day following month end if You are a domestically (U.S.) situated Affiliate or by the end of the following month end if You are situated in a foreign country, the entire accumulated positive balance in Your Account for the relevant month. You may increase Your Minimum Balance Amount by editing the default rate. Your Account will not accrue interest.
7 Chargebacks.
7.1 In the event Change For Us, LLC receives a Chargeback request within (six) 6 months of the date Your Account was credited for the related Payout, Change For Us, LLC has the right to debit Your Account in the amount of the related Payout. Because You are expected to provide Change For Us, LLC with bona fide and successful sales, Change For Us, LLC may withhold other Payouts earned to offset the Chargeback(s) against Your Account.
7.2 If Your Account balance is less than the amount of Your Chargeback(s), the difference will be deducted against Your future earnings.
8 Proprietary Rights and Licenses.
8.1 You represent and warrant that You have all appropriate authority and rights and grant Change For Us, LLC a license for all reasonably foreseeable use, reproduction and distribution of any content You provide on your Web site where your Affiliate links are placed. You represent and warrant that none of the content You provide to the visitor, provide on Your Web site or provide in any e-mail in which You place one of Your Affiliate Links, infringes upon any third party’s rights (including, without limitation, intellectual property rights) or is defamatory, libelous, unlawful or otherwise objectionable.
8.2 Change For Us, LLC grants You a revocable, non-transferable, royalty-free, international sublicense, subject to the terms and conditions of Change For Us, LLC’s license, to allow Affiliate Links to be created on Your Web site and e-mail and to copyrighted Change For Us, LLC content for the limited purposes of and subject to the terms and conditions of this Agreement. You agree to remove or update any Link promptly upon Change For Us, LLC’s request. You shall not otherwise copy, nor in any manner modify, in any way, icons, buttons, banners, graphics files, names, trademarks or copyrighted content that You receive from the Affiliate program. You may not remove or alter any copyright, patent or trademark notices.
8.3 Your provision to the Service of any images, technology or content shall not affect Your proprietary rights, if any, and no part shall be deemed licensed except as explicitly provided for herein, and, under no circumstances, shall any part be deemed assigned in any manner.
8.4 You shall not challenge the validity of or attempt to register any marks, or Your interest therein as a sub-licensee, within any Link that you cause to be placed on Your Web site from the Affiliate Program (“Marks”). You shall not adopt any names, trademarks or service marks that are confusingly similar to, or in combination with any of the Marks. Except as sublicensed and/or licensed in this Agreement, You will not create any derivative works from any copyrighted content You use from the Change For Us, LLC Affiliate Program. By Your use of any Change For Us, LLC Links, trademarks, service marks, and copyrighted content (“Intellectual Property”), You acknowledge You have no proprietary rights in the Intellectual Property and agree not to challenge Change For Us, LLC’s proprietary rights to the Intellectual Property. You acknowledge the right of Change For Us, LLC, as the case may be, to use all names, trademarks and service marks that may appear in each Link You cause to be placed on Your Web site or in Your e-mail. You agree that all goodwill arising as a result of Your use of Change For Us, LLC’s Links shall inure to the benefit of Change For Us, LLC, as the case may be. Limited only by the express sublicense and/or license herein to use Links, You agree that the intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing remain with Change For Us, LLC, as the case may be.
8.5 You agree that any sublicense and/or license to You under this Agreement may be terminated immediately upon written notice to You if Change For Us, LLC has reasonable concerns that You are diluting, tarnishing or blurring the value of the Marks, and no notice shall be required for termination for breach of Change For Us, LLC’s other intellectual property rights.
8.6 You agree that Your use of any Change For Us, LLC Web site, including but not limited to 3652sx.com is subject to the terms of use that may be available from such Web page, or by contacting admin@3652sx.com.
9 Privacy and Confidentiality.
9.1 Change For Us, LLC respects privacy. Change For Us, LLC promises not to disclose, other than under compulsion of law, including subpoena, and as reasonably necessary to Change For Us, LLC’s agents, consultants and potential investors, any personal or business information that can be linked specifically to any of Your Visitors, without Your express permission, to the extent Change For Us, LLC collects any such information. Change For Us, LLC will not sell the name, e-mail address, phone number, or any other personal information regarding Your Visitors to anyone. Change For Us, LLC considers this information to be private, and if ever collected, will treat it as such. You understand that by Clicking on Your Links, Your Visitors will have cookies placed on their hard drives. You agree that Change For Us, LLC may post performance statistics based on You and Your Links. Each party may make statements that it is doing business with the other and use the other’s logo with such statements.
9.2 If You have any questions about Your privacy rights, or would like further information regarding the confidentiality of Your interactions with Change For Us, LLC, You may contact us at admin@3652sx.com.
9.3 During the course of this Agreement, You or Change For Us, LLC may provide the other with information in a manner that reasonably assures that the receiving party has actual knowledge of its confidential and proprietary nature (“Confidential Information”). The receiving party agrees to make reasonable efforts to maintain the confidentiality in order to protect any proprietary interests of the disclosing party. “Confidential Information” shall not include information that is or becomes part of the public domain through no act or omission of the receiving party or is lawfully received by the receiving party from a third party(s) without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement.
9.4 Change For Us, LLC will not disclose publicly or on its Web site, any of Your statistical or visitor transaction data separately, or in a manner that would enable anyone to identify such data with You, unless Change For Us, LLC is under compulsion of law, including, but not limited to, subpoena.
10 Requirements of the Service.
10.1 Change For Us, LLC reserves the right to deem any content or Web site inappropriate based on reasonable Internet business standards as they may evolve, including the factors set forth in Section 1. As Change For Us, LLC may not review all information provided by You, You shall remain solely responsible for Your content and Web site. You understand and agree that Change For Us, LLC is, under no circumstances, responsible for the content or practices of Your Web site.
10.2 Upon request, You must provide Change For Us, LLC with reasonable and valid substantiation for any advertising claims You make in Your Links or on Your Web site that are related to the Affiliate Program by sender’s server of delivery confirmation.
10.3 You agree that Change For Us, LLC may rely on any data, notice, instruction or request received that Change For Us, LLC reasonably believes to be genuine and to be authorized by You. You shall promptly notify Change For Us, LLC by e-mail at admin@3652sx.com of any known or suspected unauthorized use of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your e-mail and password. You shall be responsible for maintaining the confidentiality of Your e-mail and password and You are responsible for all usage and activity on Your Account, whether authorized by You or not. Any reasonably suspected fraudulent, abusive or otherwise illegal activity is grounds for immediate termination of this Agreement or deactivation of any of Your Affiliate Links, without notice by Change For Us, LLC and referral to the appropriate law enforcement agencies.
11 Termination.
11.1 This Agreement is effective immediately upon Your indication that You have accepted this Agreement by ‘checking YES’ on the acceptance button on the Change For Us, LLC Web site Affiliate Registration Form.
11.2 This Agreement shall terminate the earlier of: either You or Change For Us, LLC providing (thirty) 30 days notice to the other, in accordance with Section 12.2, of its intention to terminate this Agreement; or, Change For Us, LLC terminating this Agreement pursuant to its rights hereunder. If this Agreement is terminated, You shall not be eligible to enter into a new click-on Affiliate Marketing agreement with Change For Us, LLC, and any attempt to do so shall be null and void, and you shall be responsible for all costs, damages and related attorneys fees related to such attempt.
11.3 The provisions of Sections 4.3, 6, 7, 8, 9, 14, 15, 16, 17, 18 and 19, as well as any rights arising out of a breach shall survive the termination of this Agreement. Within (nine) 9 calendar months after the termination of this Agreement, Change For Us, LLC will pay You the amount of any positive balance in Your Account.
11.4 Upon termination of this Agreement, any license granted to You under this Agreement will terminate and You must immediately:
11.4.1 Delete all electronic copies of the Intellectual Property and the Confidential Information;
11.4.2 Return to Change For Us, LLC or destroy any physical copies of the Intellectual Property and the Confidential Information;
11.4.3 Cause all Links to Change For Us, LLC to be removed from Your Web site;
11.5 Upon termination of this agreement or your Affiliate Membership with 3652sx.com, you give up all rights and ownership of all Affiliate websites or links associated with Change For Us, LLC.
11.5.1 You forfeit any and all commission earned on any Affiliate link for an indefinite period starting the day of your Affiliate Member termination.
12 Notice.
12.1 Immediately upon any change, including but not limited to e-mail, postal addresses, telephone and facsimile numbers, You will update Your information Web page(s) on Change For Us, LLC’s Web site.
12.2 Except as provided under Section 12.3, You must send all notices relating to this Agreement via e-mail to Change For Us, LLC at admin@3652sx.com with the subject line of “IMPORTANT LEGAL NOTICE.” As You agree that it is Your responsibility to review Your Member account manager at the Member only area of 3652sx.com at least once a week, for all notices relating to this Agreement, Change For Us, LLC shall notify You by either by posting the information at the Change For Us, LLC Web site, 3652sx.com, or by e-mail at the e-mail address most recently provided on Your Account Information page on Change For Us, LLC’s Web site at least (fourteen) 14 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Affiliate Program. E-mailed notices shall be effective upon the logging by sender’s server of delivery confirmation.
12.3 You agree that Change For Us, LLC may rely on any data, notice, instruction or request received that Change For Us, LLC reasonably believes to be genuine and to be authorized by You. You shall promptly notify Change For Us, LLC by e-mail at admin@3652sx.com of any known or suspected unauthorized use of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your e-mail and password. You shall be responsible for maintaining the confidentiality of Your e-mail and password and You are responsible for all usage and activity on Your Account, whether authorized by You or not. Any reasonably suspected fraudulent, abusive or otherwise illegal activity is grounds for immediate termination of this Agreement or deactivation of any of Your Links, without notice by Change For Us, LLC and referral to the appropriate law enforcement agencies.
13 Changes to the Service.
Change For Us, LLC reserves the right to modify, add or remove portions of this Agreement and may add to, change, suspend or discontinue any aspect of the Service. Except as otherwise provided in this Agreement, in the event that such Change For Us, LLC action results in a detrimental material change to You in the Service, Change For Us, LLC will provide You with notice via e-mail at least (fourteen) 14 calendar days prior to any such changes taking effect, during which time You may terminate this Agreement immediately by notifying Change For Us, LLC and taking all reasonable steps to immediately withdraw from the Affiliate Program. Your failure to so terminate this Agreement during those (fourteen) 14 calendar days shall be deemed Your irrefutable acceptance of the change to this Agreement or material change to the Service.
14 Remedies.
14.1 Absent manifest error, the number or amount of sales, the credits for Payouts, and the charges for Chargebacks, that are calculated by Change For Us, LLC in good faith shall be final and binding on You.
14.2 Change For Us, LLC may terminate this Agreement, deactivate You or remove any of Your Links without prior notice if Change For Us, LLC believes in good faith that You are:
14.2.1 Harming the reputation of Change For Us, LLC, or
14.2.2 In breach of any of the following Sections of this Agreement: 1, 2, 3, 4, 5, 8, 9, or 10, or
14.2.3 Not responding reasonably promptly to Change For Us, LLC’s attempts to communicate.
14.3 If You fail to remedy a breach of this Agreement or fail to provide evidence satisfactory to Change For Us, LLC that no breach has occurred, Change For Us, LLC may in its sole discretion terminate this Agreement without any further obligation or compensation to You for such termination.

14.4.1 Failure by You to maintain Your Links such that sales and/or Clicks by Your Visitors cannot be appropriately tracked by Change For Us, LLC;
14.4.2 Circumvention of this Agreement through an arrangement with a current or past Member that directly or indirectly deprives Change For Us, LLC from the benefits of its bargain under this Agreement;
14.4.3 Breach of Section 5 above.
14.5 You acknowledge that remedies at law may be inadequate to protect against breach of Change For Us, LLC’s intellectual property rights, including, but not limited to those as sub-licensor of any Member’s rights, as prohibited under this Agreement, and You hereby agree to the granting of injunctive relief without the posting of a bond or undertaking, for the protection of terms laid out in this Agreement without proof of actual damages. The parties further agree that in the event legal proceedings are initiated to enforce this Agreement, attorneys’ fees shall be awarded to the prevailing party.
14.6 Should You and any third party each allege entitlement to any money or other property that Change For Us, LLC possesses, Change For Us, LLC has the right to interplead any such money or property into any court with jurisdiction over this Agreement and deduct the associated reasonable costs and attorneys’ fees from Your Account.
14.7 Should any third party dispute Your right to use any Link, domain name, trademark, service mark, trade address or Your right to offer any service or good offered on Your Web site, You agree that Change For Us, LLC may disassociate itself, without prior notice, with any such Link, domain name, trademark, service mark, trade address, service or good, by terminating this Agreement, deactivating You or removing any of Your Links. You agree that Change For Us, LLC may, but has no duty to, rely on Your representations regarding You and Your Web site in its decisions whether to terminate this Agreement, deactivate You or remove any of Your Links.
14.8 No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
15 Disclaimer of Warranties & Limitation of Liability.
15.1 Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. We agree and acknowledge that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions.
15.2 Any liability of Change For Us, LLC under this agreement shall be limited to the total of Your payouts paid and payable by Change For Us, LLC during the term of this agreement.
15.3 Change For Us, LLC shall not be liable to You for any consequential, exemplary, special, incidental or punitive damages, including, but not limited to, loss of goodwill, lost profits, business interruption, loss of programs or other data; nor any claim by any third party including but not limited to a claim by a member, even if Change For Us, LLC has been advised of the possibility of such damages or claim.
15.4 To the fullest extent permissible pursuant to applicable law, Change For Us, LLC disclaims all warranties express or implied, including, but not limited to: (a) that the service will be merchantable or fit for a particular purpose; (b) that the service will be uninterrupted or error-free; (c) that defects will be corrected; (d) that there are no viruses or other harmful components; (e) that the security methods employed will be sufficient; (f) regarding correctness, accuracy, or reliability; (g) against interference with Your enjoyment of the information; or (h) against infringement. All ‘information’ and ‘computer programs’ provided in the course of this agreement are provided with all faults and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you as the user.
15.5 Change For Us, LLC shall not be liable to You or any of Your directors, officers, shareholders, agents, employees, licensees or attorneys, for Change For Us, LLC’s willful, reckless or negligent conduct related to or arising from: (1) failure by You or your merchants to use the most recent version of tracking codes or links or the modification or misuse thereof; (2) Change For Us, LLC’s delay in furnishing services; (3) the inability to use the service or any information provided on any Web site or any linked Web site; (4) any claim attributable to errors, omissions or other inaccuracies in any Web site or any linked web site; (5) unauthorized access to, alteration of, or destruction of the Web site, customer data files, systems or programs, of You or Your merchants; (6) any act or omission by a merchant; or (7) the content or use of any Web site.
15.6 You acknowledge that the provisions of this section,15, are an essential element of the benefit of the bargain reflected in this agreement.
16 Indemnification.
16.1 You shall defend, indemnify and hold Change For Us, LLC harmless against all claims, suits, costs, damages and judgments incurred, claimed or sustained by third parties, including but not limited to Merchants, related in any manner to this Agreement or to any Merchant Agreement whether entered into before of after this Agreement (“Claims”), provided that such Claims are not solely attributable to the intentional acts of Change For Us, LLC.
16.2 Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the indemnitee shall promptly notify the indemnitor, and the indemnitee shall be entitled, at its own expense, and upon reasonable notice to the indemnitor, to participate in, control the defense, compromise and to defend such Claim. The indemnitor may not settle any claim without the consent of the indemnitee, except upon terms and conditions offered or consented to by the indemnitee, which consent shall not be unreasonably withheld. Neither participation nor control in the defense shall waive or reduce any obligations to indemnify or hold harmless.
17 Miscellaneous.
17.1 Definitions. Capitalized terms shall be interpreted as if the entire definition is set forth in full wherever any Capitalized term appears in this Agreement.
17.2 Headings and References. The headings in the Sections of this Agreement are for the convenience of reference only, and do not form a part hereof, and in no way define, limit, describe, modify, interpret or construe its meaning, scope or intent. Words indicated in parenthesis signify an abbreviation for the previous set of words or terms, so that when the abbreviation is used within the Agreement, it shall have the same meaning as a full statement of the words or terms. The content in other Web sites specifically referenced in this Agreement, such as URLs, is incorporated by this reference as though fully stated in this Agreement.
17.3 Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns.
17.4 Choice of Law. This Agreement is governed by the laws of Arizona, except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts in Tempe, Arizona, and, to the extent that federal courts have exclusive jurisdiction, in Tempe, Arizona. You consent to such venue and jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
17.6 Relationships of Parties. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything that would suggest to third parties that the relationship between the parties is anything other than that of independent contractor.
17.7 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, electrical outages, Internet service providers, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any cause beyond the reasonable control of such party.
17.8 Foreign and Other Laws. Change For Us, LLC controls and operates its Web site from its offices in the United States of America and makes no representations or warranties that its content or use is legal in other locations. Access or use where illegal is prohibited. You are responsible for compliance with applicable local laws. You represent and warrant that You will refrain from using any such illegal programs or services as may be proscribed by Your jurisdiction, and that, if You are an individual, You were at least 18 years of age on the effective date of this Agreement.
17.9 Severability. If any term, provision, covenant or condition of this Agreement shall be, becomes, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect, and shall not be affected, impaired or invalidated thereby. The term, provision, covenant or condition that is so invalidated, voided or held to be unenforceable shall be modified by the parties to the extent possible to carry out the intentions and directives stated in this Agreement.
17.10 Waiver. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
17.11 Entire Agreement and Amendment. In conjunction with the matters considered herein, this Agreement (including the definitions that follow this provision) contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature binding except as stated in this Agreement. Except as provided in Section 13 above, this Agreement may be altered, amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Except as specifically provided herein, each party waives their right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel. Your use of the Service is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement. Notwithstanding the preceding, Change For Us, LLC may establish from time to time rules and regulations regarding Members’ use of the Affiliate Program (“Rules and Regulations”). These Rules and Regulations shall be published in the 3652sx.com Web site. To the extent that there is a conflict between this Agreement and the Rules and Regulations, the terms of the Agreement shall be controlling.
18 Definitions.
18.1 “Affiliate” means a person or organization that has entered into an Affiliate Agreement and operates a Web site that is paid for a sale by a Visitor to the Change For Us, LLC Web site, Or, a person who operates any Affiliate links in any Marketing Avenues associated with 3652sx.com, according to the Affiliate Marketing Guidelines in 3652sx.com.
18.2 “Affiliate Agreement” means the Change For Us, LLC Affiliate/Dealership Service Agreement, as it may exist from time to time between Change For Us, LLC and the relevant Affiliate.
18.3 “Affiliate Marketing” means a business relationship where any person or organization that operates Affiliate links in a Web site or through any other Affiliate Marketing Avenues and Affiliate Guidelines may earn financial compensation by the achievement of Visitor sales that pays for a sale by a Visitor.
18.4 “Change For Us, LLC” means Change For Us, LLC and each of its directors, officers, shareholders, agents, employees, licensees, attorneys, affiliates and Merchants.
18.5 “Click” refers to the action by a Visitor in relation to a Link, which causes the Visitor to receive, through the Internet, information related to a Web site(s),or that Web site operator’s product(s) or service(s).
18.6 “Internet” means the Internet as it currently exists, including, but not limited to, its associated World Wide Web, hypertext transfer protocol (http), file transfer protocol, wide area information servers, gopher services, telnet services, Usenet services, listserv services, electronic mail, and connected intranets generally available to the public (whether freely or through subscription), as well as all currently existing and future content delivery systems served through a computer system over a network using standard protocols, such as other protocols to wireless Internet, SMS viewers, HTML browsers, and HDML browsers.
18.7 “Lead” means a Visitor’s action that occurs after a Click, as defined by a Web site operator, including filling out a form, joining a mailing list or other mechanism to identify potential customers.
18.8 “Link” means an Internet connection between two Web sites. Typically, when a Visitor Clicks on a Link, the Visitor activates an HTTP hyperlink on an Affiliate’s Web site that causes a Merchant’s Web site to be served to the Visitor’s browser. The Link may be in the form of text, a product image, a button, a banner or other format.
18.9 “Member” means an Affiliate who has agreed to use the Affiliate Program Service to facilitate managing, tracking, or reporting, and, as the case may be, the collecting or paying for the resulting performance of sales and/or Clicks.
18.10 “Payout” means the financial compensation to You for a sale, Lead or Click that results from a Link from Your Web site to the Change For Us, LLC Web site.
18.13 “Service” means the standard Change For Us, LLC Affiliate Marketing program, as it may exist from time to time, as detailed further throughout the Affiliate Agreement and this Agreement as they may exist from time to time.
18.14 “Visitor” means any third party person, other than the Affiliate who is hosting the Link and any of that Affiliate’s agents, who Clicks on a Link; typically, an Internet surfer.
18.15 “Web site” means a portion of the Internet, and “Web page” means a portion of a Web site.
18.16 “Your” means the possessive form of “You.”
18.17 “Your Account” means a memo account kept on Your behalf, the balance of which increases by Your earnings through the Change For Us, LLC referral program (see Section 5.6 above), decreases by any Chargebacks (see Section 6 above), increases by Your Payout earnings, decreases by any payments made to You and decreases by any Premature Termination fees (see Section 14.5 above).
18.18 “Your Link” means an Internet connection from Your Web site to the Change For Us, LLC Web site. The term “Your Link” does not imply any proprietary rights whatsoever.
19 Video And Model Release.
19.1 By registering as an affiliate of 3652sx.com, you agree to allow 3652sx and Change For Us, LLC to create and post videos on YouTube or any other website in the Internet, including in the 3652sx website, that offer images and/or video of you that offer personal information about you, of you, and include you in the videos or images. You agree not to hold Change For Us, LLC or 3652sx liable for any videos and images or representations of you in those videos or images posted on this website or any other website. If you wish to have any videos or images of you removed from this website or any other website, you also have that right and can do so by contacting 3652sx through the website to have those images and/or videos removed.