This Referral Agreement (“Agreement”) is a legal contract between the party that clicks the “SIGN UP” button (“you”) and 3BDC, Inc., a Delaware corporation, having its principal place of business at 5135 Ballard Ave NW, Seattle, WA, 98107, (“3BDC”). The right to participate in the referral program described in this Agreement for the products and services distributed by 3BDC through the 3BDC website (“Referral Program”), is granted only upon the condition that you agree to the terms and conditions in this Agreement. If you do not agree to such terms, then 3BDC is unwilling to allow you to participate in the Referral Program, in which case you must refrain from marketing or promoting any 3BDC product or service and from accessing or using any hyperlinks or advertising content provided to you by 3BDC.
PLEASE CAREFULLY READ THE PROVISIONS OF THIS AGREEMENT SET FORTH BELOW BEFORE CLICKING ON THE “SIGN UP” BUTTON. WHEN YOU EITHER CLICK ON THE “SIGN UP” BUTTON, PROVIDE REGISTRATION INFORMATION TO JOIN THE REFERRAL PROGRAM, OR DOWNLOAD, INSTALL, OR USE ANY MATERIALS PROVIDED IN CONNECTION THEREWITH (WHICHEVER COMES FIRST) YOU ACKNOWLEDGE THAT (A) YOU ARE 18 YEARS OF AGE OR OLDER AND (B) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT, AND THE AGREEMENT WILL BE EFFECTIVE AS OF SUCH DATE. YOU ALSO REPRESENT THAT YOU POSSESS THE RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY OR PERSON YOU PURPORT TO BIND.
Subject to the terms and conditions set forth in this Agreement, 3BDC hereby appoints you during the term of this Agreement as a non-exclusive referral member to market and promote to potential customers (each, a “Prospect”) the educational content and related services made available by 3BDC from time to time on the 3BDC website located at www.deucescracked.com (collectively, “3BDC Products”), and you acknowledge and accept such appointment. You acknowledge and agree that this appointment is non-exclusive and that 3BDC may appoint other referral members and may use its own sales personnel to market, promote and sell the 3BDC Products. During the term of this Agreement, you will identify Prospects and market, promote and solicit sales of the 3BDC Products.
After you have agreed to the terms of this Agreement and submitted to 3BDC all registration data, including your legal name, valid mailing address, valid email address, date of birth, social security number, and such other identifying data as 3BDC may request (collectively, “Registration Data”), 3BDC will provide you with a unique affiliate code, which will be identified via a hypertext reference link to the initial, top level display of the 3BDC website (“Link”). Thereafter, 3BDC may also provide you from time to time with graphical image and/or video files advertising the 3BDC Products, which are subject to change at any time upon notice to you (collectively, “Ad Content”). Subject to the terms of this Agreement, 3BDC grants you a non-exclusive, limited, revocable and royalty-free license to display the Link and any then-current Ad Content, solely for the purpose of linking your website with the 3BDC website and for marketing and promoting the 3BDC Products. You shall display the Link and the Ad Content on your website and in marketing communications that you direct to Prospects from time to time.
You will be solely responsible, and 3BDC will not be liable, for any acts, omissions to act, agreements, contracts, commitments, promises or representations made by you. You do not have, and shall not represent that you have, any authority to bind 3BDC. Without limiting the foregoing, you will not (a) quote any binding price for a 3BDC Product; (b) enter into any verbal or written agreement of any type or nature with any Prospect on behalf of 3BDC; (c) otherwise obligate or commit 3BDC in any manner; or (d) except for permitted use of the Ad Content, develop, distribute, or use any marketing, promotional, advertising or sales material for the 3BDC Products. 3BDC shall have the right in its sole discretion to accept or reject any Prospect and no Prospect shall become a customer of 3BDC, or otherwise have any right to use the 3BDC Products, unless 3BDC enters into a legally binding agreement with such Prospect, which 3BDC may or may not do in its sole discretion.
During the term of this Agreement, 3BDC will pay you the applicable referral fee which is then-currently displayed on the chart below ("Referral Fee") for each purchase of a 3BDC Product by each Prospect that (a) is a “Bona Fide Internet User" other than you, which means a real live third-party person (which excludes for the avoidance of doubt, any computer-generated presence, such as a robot, spider, hitbot, script, software, hidden link, scraper or other mechanical or artificial presence) who has not has been paid or otherwise incentivized by you or any third party to purchase the 3BDC Products, (b) is not a current customer of 3BDC and is not a customer for whom 3BDC is then obligated to pay a commission, referral fee, or similar payment to any third party, and (c) navigates to, and commences a session on, the 3BDC website directly from the Link that identifies your unique member code and during the same session becomes a registered user of the 3BDC website and purchases at least one 3BDC Product (each, a “Converted Prospect”). You will earn a Referral Fee for any purchase of 3BDC Products made by a Converted Prospect during the six (6) month period after the date on which the first Referral Fee for such Converted Prospect was earned, or for the longer period of time equal to the length of time the Converted Prospect continues to purchase and pay for a monthly subscription to the 3BDC Products. All Referral Fees will be paid in United States dollars. 3BDC will pay the Referral Fee earned by you during a given month within 45 days after the last day of such month, provided, however, that if the total Referral Fee payable to you is less than $100, 3BDC may withhold payment of the Referral Fee until the total amount due to you is at least $100 or until this Agreement is terminated, whichever occurs first. If requested by 3BDC, you shall complete federal form W-9 and deliver a completed copy of such form to 3BDC at the address indicated on the “contact” page of the 3BDC website. In the event of any dispute or controversy about whether any payment is due to you in connection with any Prospect, the parties acknowledge and agree that 3BDC has the sole discretion to determine the outcome of such dispute. You shall be solely responsible for any and all taxes, duties, import fees, and all related penalties and interests, that become payable as a result of the payment of any amount to you pursuant to this Agreement. In the event a Prospect fails to pay 3BDC some or all of any amounts due for any reason, no Referral Fee will arise or be deemed to be earned with respect to the unpaid amount, and in the event any amount for which a Referral Fee was previously paid to you is returned or refunded to a Prospect, 3BDC shall have the right to withhold from future payments to you, or invoice you, for the amount of such Referral Fee. You shall bear all of your own expenses relating to the Referral Program and any business you conduct pursuant to this Agreement.
| Subscription | Sign-Up Bonus | Revenue Share |
|---|---|---|
| Monthly | $12.00 | $2.90/month |
| 6 months | $25.00 | $14.79/6 months |
| 1 year | $50.00 | $27.84/year |
As between the parties, 3BDC will retain all right, title and interest in and to the 3BDC websites, the 3BDC Products, and all equipment, software, documentation, databases, development tools, know-how, methodologies, processes, and technologies provided by 3BDC or its third-party suppliers for use in connection therewith, and all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights therein. In addition, as between the parties, 3BDC will own all data submitted by any Prospect, and 3BDC alone shall own the customer relationship with each Prospect.
“Confidential Information” means all information disclosed by 3BDC to you that 3BDC designates as, or you should reasonably know is, proprietary or confidential. Confidential Information will not include information that is or becomes generally publicly known through no act or failure to act by you, or that you already knew at the time of receiving such information. You will not disclose Confidential Information to any third party and will use Confidential Information only to the extent required to participate in the Referral Program. All Confidential Information (including copies thereof) shall remain 3BDC’s property and shall be returned or destroyed upon termination of this Agreement and/or upon 3BDC’s written request. You agree that 3BDC may transfer and disclose to other participants in the Referral Program and to Prospects personally identifiable information about you in connection with the operation and delivery of the 3BDC website and services, and you may receive email and other communications from such third parties in connection with the Referral Program, and you hereby consent to receive such communications. Without limiting the foregoing, 3BDC may freely use, distribute, and otherwise exploit any non-personally-identifiable information, including URLs, Web-site statistics and similar information collected by 3BDC in connection with the Referral Program.
Subject to the terms and conditions of this Agreement, 3BDC hereby grants you, for the term of this Agreement, a non-exclusive, non-transferable, royalty-free, worldwide license to use 3BDC’s trademarks, service marks, trade names, logos and other commercial designations (collectively, “Marks”), solely in connection with your participating in the Referral Program and the performance of your marketing and promotional obligations hereunder and solely in conformance with the trademark guidelines provided to you by 3BDC. Your use of the Marks and all associated goodwill will inure to the sole benefit of 3BDC. You will take no action that would undermine, conflict with or be contrary to 3BDC’s rights and interest in the Marks. Nothing contained herein will be deemed to grant you any right, title or interest in or to the Marks other than the license granted herein, and you acknowledge 3BDC’s exclusive ownership of the Marks. You will not take any action (including, without limitation, using or registering any trademarks that could be confused with the Marks) that would jeopardize the Marks or 3BDC’s interests therein.
Each party warrants that it has full power and authority to enter into and perform this Agreement, and the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement.
You acknowledge and agree that your performance hereunder is governed by certain laws and regulations, including, without limitation, laws governing the use of individual information, deceptive and misleading advertising, electronic commercial communications, telemarketing and other similar laws (“Applicable Laws”), and that your performance shall be in accordance with all Applicable Laws. Without limiting the foregoing, you represent and warrant that you will (a) conduct business in a manner that reflects favorably at all times on 3BDC and the good name, goodwill and reputation of 3BDC; (b) not participate in deceptive, misleading or unethical practices that are or might be detrimental to 3BDC; (c) make no false or misleading representations and not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to 3BDC or any 3BDC Products; (d) make no representations, warranties or guarantees to any Prospect or to the trade with respect to the specifications, features or capabilities of the 3BDC website or any 3BDC Products; and (e) not contact any Prospect in a way that suggests that you are 3BDC, represent 3BDC or are acting on behalf of 3BDC.
THE 3BDC WEBSITE, 3BDC PRODUCTS, AND ALL CONTENT, DATA, MATERIALS AND DOCUMENTATION PROVIDED IN CONNECTION WITH THIS AGREEMENT BY 3BDC AND ITS SUPPLIERS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. 3BDC AND ITS SUPPLIERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
You will defend, indemnify and hold harmless 3BDC, its affiliates and their officers, directors, agents and employees, from and against any and all losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys' fees) arising out of or related to any claim or action based on: (a) your breach of the representations and warranties in this Agreement; (b) any breach by you, your agents or employees of the terms and conditions in this Agreement; (c) any intentional or negligent act, omission or misrepresentation by you, your agents or employees; (d) any representation or warranty made by you, your agents or employees on behalf of 3BDC or related to the 3BDC Products and not authorized by 3BDC in writing; or (e) the Links or your Websites.
3BDC will defend at its own expense any action against you brought by a third party to the extent that the action is based upon a claim that the Marks infringe any U.S. trademark, and 3BDC will pay those costs and damages finally awarded against you in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. 3BDC will have no obligations under this Section 9.2 if you use or modify the Marks in violation of this Agreement.
The party seeking indemnification shall: (1) notify the other promptly in writing of any such action; (2) give the other sole control of the defense thereof and any related settlement negotiations (provided, however that the indemnifying party shall not have any authority to enter into any settlement that materially adversely affects the other party’s rights or obligations without the indemnified party’s prior written approval); and (3) cooperate and, at the indemnifying party’s request and expense, assist in such defense.
To the maximum extent permitted by law, except with respect to breach of Section 6 (Confidentiality), Section 8 (Warranties), any indemnification obligations under Section 9 (Indemnification), and/or in connection with any claim relating to the misuse of a party’s intellectual property, neither party will be liable for any consequential, indirect, exemplary, special or incidental damages, including any lost data and lost profits, arising from or relating to this Agreement. Neither party’s total cumulative liability in connection with this agreement, the 3BDC Products, or the Marks, whether in contract or tort or otherwise, will exceed the Referral Fees paid to you in the 12-month period immediately preceding the events giving rise to such liability. You acknowledge that the fees set forth in this Agreement reflect the allocation of risk set forth in this Agreement and that 3BDC would not enter into this Agreement without these limitations on its liability.
Unless earlier terminated, the term of this Agreement will begin on the Effective Date and continue for a period of one (1) year. Thereafter, this Agreement shall renew for successive one (1) year terms, only after you, in each case (a) send an email notice to 3BDC within thirty (30) days after the then-current date of expiration, acknowledging your desire to continue your participation in the Referral Program or (b) identify any Prospect to 3BDC and/or accept any Referral Fee from 3BDC in connection with such Prospect. Upon any deemed renewal of this Agreement, you will be deemed to have accepted, and consented to, the terms and conditions in the then-current version of 3BDC’s standard Referral Program agreement.
Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party breaches this Agreement and does not cure the breach within fifteen (15) days after receiving written notice thereof. Either party may terminate this Agreement by providing the other party forty-five (45) days prior written notice. 3BDC may terminate this Agreement at any time, effective immediately upon written notice to you, if 3BDC terminates the Referral Program or in the event of an actual or proposed change in Applicable Law that would render this Agreement commercially unreasonable in 3BDC’s judgment.
Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease to exist, you must promptly discontinue all further use of the Marks, restrictions upon use of you information will terminate, and you must destroy or return to 3BDC all information and materials related to the 3BDC Products. The following sections will survive the expiration or termination of this Agreement for any reason: Sections 5, 6, 8, 9, 10, 11.3, 12, and 14.
You shall not: (a) display or use a Link in a manner that causes the 3BDC websites or any portion of its content to display within a frame, be associated with any advertising or sponsorship not part of the 3BDC websites, or otherwise incorporate 3BDC website content into a third-party web site; (b) display or use an inline link to any information file contained in the 3BDC websites; (c) alter, block or otherwise prevent display of any content of the 3BDC websites; (d) link to a 3BDC website through any other URL or mirrored site; (e) link to a 3BDC website if, to a reasonable person, your site may be obscene, defamatory, harassing, grossly offensive, or malicious. or (f) engage in any deceptive business practices or send any unsolicited commercial emails or faxes. You shall use any information collected or obtained from any person using the Link to navigate to a 3BDC website in accordance with Applicable Laws and both your website privacy policies and any restrictions or limitations imposed by the individual. You shall electronically store and process the information collected or obtained from any person using the Link to navigate to the 3BDC website in accordance with industry best practices and immediately notify 3BDC upon your discovery of any breach of the security of computer systems on which the information collected or obtained from any person using the Link to navigate to the 3BDC website was stored or processed. Each party will be solely responsible for the content, materials, and information contained on its websites. Each party will be solely responsible for all maintenance and support, and costs associated with the operation of its websites. 3BDC has the right to terminate this Agreement and/or suspend your participation in the Referral Program immediately upon notice to you if you breach this Section 12.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of amounts due) to the extent caused by strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, terror, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.
The relationship of the parties is that of independent contracting entities and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship, a principal/agent relationship or a partnership or joint venture relationship or to allow either to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. Neither party will have the power to bind the other party or incur obligations on its behalf without the other party’s prior written consent. No notice (including any notice of termination) will be effective until it is delivered to the other party in writing. Notice will be deemed delivered when delivered: (a) by recognized overnight courier (established by written verification of personal, certified or registered delivery from a courier or the postal service); or (b) by fax (established by a transmission report, which must be followed by a copy sent through a courier or certified or registered mail). Notices to you shall be sent to the address provided in your Registration Data and to 3BDC at the address for notice indicated on the “contact” page of the 3BDC website. Either party may change its address for notice by issuing a notice to the other party in accordance with the requirements of this Section. The validity, construction and interpretation of this Agreement shall be governed by the internal laws of the State of Washington, excluding conflict of laws provisions that would require the application of the laws of any other state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington except that nothing will prohibit 3BDC from proceeding directly to any court of competent jurisdiction to protect or enforce its intellectual property rights or rights in Confidential Information. This Agreement may not be assigned by either party by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Such consent is not required in connection with the assignment of this Agreement pursuant to a merger, acquisition or sale of all or substantially all of the assigning party’s assets or equity interests. Any attempted assignment in violation of the foregoing is void. Notwithstanding any provision contained in this Agreement, neither party shall be liable to the other to the extent fulfillment or performance of any terms or provisions of this Agreement are delayed or prevented by revolution or other civil disorders; wars; strikes; labor disputes; fires; floods; nuclear incident; acts of God; terrorism; government action; or, without limiting the foregoing, any other causes not within its control and which, by the exercise of reasonable diligence, it is unable to prevent. This Agreement, together with any policies and instructions referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous negotiations, agreements, and undertakings between the parties with respect to such matter. 3BDC may unilaterally amend this Agreement by providing you at least 30 days’ advance notice of such amendment by email, and your continued participation in the Referral Program after such notice period shall be deemed your consent to such amendment. Except for the foregoing, this Agreement may only be amended by the mutual written agreement of the parties. Headings in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement. If any provision of this Agreement is held to be contrary to law or unenforceable, then the remaining provisions of this Agreement will remain in full force and effect. No delay or omission by either party to exercise any right or power it has under this Agreement shall be construed as a waiver of such right or power. A waiver by either party of any breach by the other party shall not be construed to be a waiver of any succeeding breach or any other covenant by the other party. All waivers must be in writing and signed by the party waiving its rights.
