Affiliate Agreement

IMPORTANT – READ CAREFULLY. BY CLICKING THE “ACCEPT” BUTTON (BELOW) AND BY PARTICIPATING IN THE OFFBEAT GUIDES AFFILIATE PROGRAM, YOU AND THE ORGANIZATION YOU REPRESENT ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON (BELOW). IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS; ALL OTHER TERMS ARE DISCLAIMED. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO DO SO. YOU CERTIFY THAT IF YOU ARE AN INDIVIDUAL (i.e., NOT A CORPORATION) YOU ARE AT LEAST 18 YEARS OLD.

By signing up to be an Affiliate in the Offbeat Guides Affiliate Program (“Program”) you (“Affiliate” or “you”) are agreeing to be bound for the benefit of Sifry Enterprises, Inc. d/b/a Offbeat Guides (“we” or “Offbeat Guides”) by the following terms and conditions of this agreement.

Links/graphics on your site, in your emails, or other communications

Once you have signed up for the Affiliate Program, you will be assigned a unique Affiliate / Partner ID which will be used as part of an actual link ("Partner Link"). For a sale to be eligible to earn a referral fee, the customer must click-through the Partner Link and utilize the program code (if any), and purchase one or more products from Offbeat Guides during the 30 calendar days following that session. Affiliate will develop graphics, emails, and other promotional materials and obtain approval from Offbeat Guides prior to usage. Offbeat Guides provides templates and approved graphics, banners, and other materials at http://www.offbeatguides.com.

Referral fees and payment

Referral fees are earned once the customer has purchased and paid Offbeat Guides for a guide (either pdf or hardcopy.) Affiliate will receive payment based on the price schedule as listed at http://www.offbeatguides.com/affiliate/compensation for each bona fide customer sale that is tracked and reported by our systems through the Partner Link (“Fees”). We reserve the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Payments begin once you've earned more than $100 in affiliate income.

Payment schedule and Mechanics

As long as your current affiliate earnings are over $100, payments will be made on approximately the 30^th day of the calendar month in which the referral fee was earned. However, if you haven't earned $100 since your last payment, we'll pay you during the next payment cycle after you've crossed the $100 threshold. In order to receive payment you will need to establish an account with PayPal. PayPal may charge you a fee in connection with establishing and/or maintaining that account and/or with any payments you receive from Offbeat Guides; payment of such fees shall be entirely your responsibility and liability.

Customer definition

Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply.

Your responsibilities

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. You are responsible for all Content posted and activity that occurs under your account. You may not use the Affiliate Program for any illegal or unauthorized purpose.

No Spam

As a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

Term of the agreement and Program

The term of this agreement will begin as signed and dated and will end when terminated by either party. Either party may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this agreement, you will immediately cease use of, and remove from your site, all links and other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. Offbeat Guides reserves the right to end the Program at any time. Upon termination, Offbeat Guides will pay any outstanding earnings accrued above $100.

Relationship of Parties

You and we are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

Limitations of Liability

IN NO EVENT SHALL OFFBEAT GUIDES BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY UNDER THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING) OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE TOTAL FEES PAID TO AFFILIATE IN THE TWELVE MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

Disclaimers

NEITHER OFFBEAT GUIDES NOR ITS SUPPLIERS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. IN ADDITION, OFFBEAT GUIDES MAKES NO REPRESENTATION THAT THE OPERATION OF THE PRODUCT SITES WILL BE UNINTERRUPTED OR ERROR-FREE, AND OFFBEAT GUIDES WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Arbitration

Any dispute relating in any way to this agreement (including any actual or alleged breach hereof), any transactions or activities under this agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in San Francisco, CA, USA. Arbitration under this agreement shall be conducted under the rules then prevailing of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), and you agree to submit to such arbitration. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

Miscellaneous

This agreement will be governed by the laws of the state of California USA, without reference to rules governing choice of laws. You may not assign this agreement, by operation of law or otherwise, without our prior written consent. Offbeat Guides may freely assign this agreement. Subject to that restriction, this 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 agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement.

The agreement constitutes the entire agreement between you and Offbeat Guides and govern your use of the Service, superceding any prior agreements between you and Offbeat Guides (including, but not limited to, any prior versions of the agreement).