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Driversshield.com CRM Corporation
Affiliate Program Operating Agreement
| ARTICLE
3. PAYMENT AND FEES |
3.1.
Payment; Reporting. Within thirty (30) days following
the end of each calendar month, driversshield.com shall pay
the Host 12 percent (12%) of revenue generated from the referrals
received from the Link appearing on the Host Website.
3.2. Audit. Each party shall maintain records
of all activities subject to payments pursuant to this Agreement.
Each party shall permit a reputable independent certified public
accounting firm designated by the other party to have access,
at a mutually agreed upon time during normal business hours,
to the records and books of account which relate solely to this
Agreement for the purpose of determining whether the appropriate
fees have been paid. Such audits may not be required more often
than once every year; provided, however, that either party may
audit the other within six (6) months of any audit in which
a discrepancy of five percent (5%) or greater is discovered.
If a discrepancy is discovered, the party in whose favor the
error was made will promptly pay the amount of the error to
the other. The party requesting the audit will pay the cost
of the audit, provided, that if a discrepancy is discovered
of five percent (5%) or greater, then the audited party will
be required to pay the reasonable costs of the audit. |
| ARTICLE
4. TRADEMARKS AND OTHER PROPRIETARY MATTERS. |
| 4.1.
driversshield.com Trademark License. Subject to the
terms and conditions of this Agreement, driversshield.com
hereby grants to the Host a limited license to use the driversshield.com
trademarks as set forth on Exhibit A (the "driversshield.com
Marks") on the Host Website solely for purposes contemplated
in this Agreement. If the Host desires to use such driversshield.com
Marks other than on the Host Website, the Host, in each instance,
obtain driversshield.com's prior written approval for use
of the driversshield.com Marks.
4.2. The Host Website Trademark License.
Subject to the terms and conditions of this Agreement, the
Host hereby grants to driversshield.com a limited license
to use the Host Website trademarks as set forth on Exhibit
B (the "the Host Website Marks") on the driversshield.com
Website solely for purposes contemplated in this Agreement.
If driversshield.com desires to use such the Host Website
Marks other than on the driversshield.com Website, driversshield.com
shall, in each instance, obtain the Host's written approval
for use of the Host Website Marks.
4.3. Reservation of Rights. The parties acknowledge
and agree that (i) each party's Marks are and shall remain
the sole property of that party; (ii) nothing in this Agreement
shall convey to either party any right of ownership in the
other party's Marks; (iii) neither party shall now or in the
future contest the validity of the other party's Marks; and
(iv) neither party shall in any manner take any action that
would impair the value of, or goodwill associated with, such
Marks. The parties acknowledge and agree that all use of the
other party's Marks by a party shall inure to the benefit
of the party whose Marks are being used. |
| ARTICLE
5. INTELLECTUAL PROPERTY |
| 5.1.
Retention of Rights. Except as expressly licensed under this
Agreement, each party shall retain all rights and interests
in its website, trademarks, copyright and other intellectual
property rights. |
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