Walk 2 Shul Affiliate Terms & Conditions

To be an authorized affiliate of Walk2Shul.com, you agree to abide by the Terms and Conditions contained in this agreement.

This legal Agreement is made between You and Us. This Agreement applies to Walk2Shul.com that is offering the Affiliate Program for Ad Listings and governs your participation in it.

In these terms and conditions the following words have the following meanings unless the context requires otherwise:

“Affiliate” means a person or entity that owns and/or operates a website which has applied to our Affiliate Program under this Agreement and received notification from Us accepting its participation.

“Affiliate-referred User” means a user who is cookied on Walk2Shul.com, carries Your designated and assigned Affiliate ID and, while cookied, purchases an Ad Listing.

"Agreement" means this Agreement between You and Us.

“Affiliate Program” means the Affiliate Program operated by Us whereby Affiliates link their websites to Walk2Shul.com to earn commissions as compensation for generating online sales in the form of Ad Listings.

“Database” means databases owned by Us containing the Profiles.

“Intellectual Property” of a specified party means all right, title, interest in and to such party’s software, copyrights, patents, trademarks, service marks, rights of publicity, author’s rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights exist under the laws of the United States, the United Kingdom, or any other state, country or jurisdiction.

“Net Revenue” means the total revenue from sales collected by Us from the sale of Ad Listings, less any adjustments for bad debt, including, without limitation, credit card chargebacks, credit card processing charges, discounts, and refunds.

“Website” means www.walk2shul.com

“Affiliate ID” means a unique identifier link created and assigned by Us for each Affiliate to implement and maintain on its respective Affiliate website to track and count its Affiliate-referred Users.

“Ad Listing(s)” means the online advertising that we sell in the form of listings. Ad Listings are limited to the categories: “Homes For Sale”, “Homes For Rent”, “Vacation Rentals”, “Employment”, and “Local Business”. Ad Listings can be in the form of a single ad listing or as a Multi-Ad Package.

"Trademark(s)" shall mean the registered and/or unregistered trademarks that We own absolutely which include and are not limited to Walk2Shul®.

"We, Us, Our" means Walk 2 Shul LLC.

"You, Your, Yourself" means the Affiliate party to this Agreement.

1. About Our Affiliate Program
To join Our Affiliate Program, You must review and accept these Terms and Conditions. Once You become an Affiliate, you will receive access to links, banner ads, and other creative that link to Walk2Shul.com. Affiliates shall include any or all such Creative Material on the Affiliate website(s). Affiliate shall not alter any such Creative Material without Our express written consent or use its own marketing and/or creative material in connection with Our Website. We will supply each Affiliate with a unique Affiliate ID for implementation to track Affiliate-referred Users to the Website. When Affiliate-referred Users purchase Ad Listings during the term of this Agreement, and provided Affiliate has not edited, modified, truncated, filtered or changed the Affiliate ID, Affiliate shall be eligible for a Commission Fee (as described in more detail in Section 3).

2. About Affiliate Account
2.1 To join Our Affiliate Program and be eligible to receive commission payments, You must provide Us with (i) Your social security number or taxpayer ID number for payment and record keeping purposes (U.S. only) and (ii) an executed IRS Form W-9 (U.S. only).

2.2 You are responsible for maintaining the confidentiality of the email address and password that You designate as Your login combination, and You are fully responsible for all activities that occur under Your email address and password. You agree to immediately notify Us of any unauthorized use of Your email address or password or any other breach of security. You are liable for any loss or damage, and We will not be liable for any loss or damage, arising from your failure to comply with this provision.

3. Commission Fees
3.1 During the term of this Agreement, calculated and paid on a monthly basis and for as long as You maintain the Affiliate ID and fulfill all other terms and conditions of this Agreement, We will pay You the commission fees (“Commission Fees”) set out in an acceptance letter (the “Acceptance Letter’) in which we approve one of Your websites under our Affiliate Program, which Acceptance Letter shall be subject to the terms and conditions of this Agreement. Furthermore, we may, at any time and in our sole discretion, change such Commission Fees upon notice to You.

3.2 Ad Listings prices are subject to change at any time without notice and in Our sole discretion. In addition, We may offer special pricing and discounts in Our sole discretion. Commission Fees are calculated based upon the net total price we receive from Your Affiliate-referred Users on the purchase of Ad Listings. We have no obligation to revise this Agreement when We change Our Ad Listings fees and/or offer special pricing or discounts.

3.3 No Commission Fee will be paid on renewals of existing Ad Listings. If an Ad Listing for which a Commission Fee is paid to an Affiliate is later refunded or charged back, the relevant Commission Fee will be deducted from the next payment sent to You following such event; provided, however, that if that no further Commission Fee is sent to you, you shall refund to Us the amount of any such Commission Fee which is due back to Us under this Agreement.

3.4 We reserve the right to change any of the terms and conditions in this Agreement, including the payment terms described in this Section 3, by posting a new agreement on Our Website (as described in more detail in Section 14 (Modifications)).

4. Commission Fee Payments
As long as you are in compliance with this Agreement, We will remit any Commission Fees amounts due pursuant to this Agreement, in accordance with the payment instructions received from You, within thirty (30) days following the end of the calendar month in which You earned the applicable fees. We will make available to You a monthly report, in a format to be determined by Us, specifying, at a minimum, (a) the number of new Affiliate-referred Users for such month and (b) the calculation of the Commission Fees owed to You pursuant to this Agreement, if any.

5. Ad Listing Payment Processing
We will be solely responsible for processing every Ad Listing payment, cancellation and refund, and related customer service. All of Our rules, operating procedures and policies regarding customers and members will apply to all orders We receive. We reserve the right to reject any user or member that does not comply with Our rules, operating procedures and/or policies. You are not permitted to make any exceptions to Our rules, operating procedures or policies or otherwise communicate with customers and/or members about these rules except with Our prior written authorization, which may be withheld in Our sole discretion.

6. Tracking of Ad Listing Sales
We will be solely responsible for tracking Ad Listing sales. Statements of sales activity will be provided to You as described in Section 4 (Commission Fee Payments) above. To protect the privacy of Our customers, the names of and other personally identifying information about customers will not be provided to You. All information about customers, Members, and users collected by Us shall be owned solely and exclusively by Us.

7. Intellectual Property Rights
7.1 Subject to the license granted to You in this Section 7, You agree not to contest, interfere with or otherwise impair Our Trademark rights or submit, register, sponsor or purchase on Your behalf and/or attempt to submit, register, sponsor or purchase any name or phrase which is identical or similar to Our Trademarks.

7.2 Subject to the license granted to You under this Section 7 and except as provided otherwise in this Agreement, each Affiliate (including You) agrees not to insert or use any reference to Our Trademarks in any source code (including, any and all meta-tags or HTML code), web addresses, links, and any other traffic-directing mechanisms on its site without Our prior written consent.

7.3 You acknowledge that We own all the Intellectual Property rights in the Trademarks (whether registered or unregistered) and the Website absolutely, including, without limitation, Database, copyright, design rights (whether registered or unregistered) and other similar rights, wherever existing in the world, together with the right to apply for protection of the same.

7.4 Subject to the license granted to You under this Section 7, We reserve all of Our rights, titles and interest in and to Our intellectual Property and to the Website (e.g., patents, copyrights, trade secrets , database, trademarks and other Intellectual Property rights).

7.5 During the Term of this Agreement and any extensions or renewals thereof, We hereby grant You a non-exclusive, non-transferable, royalty-free, revocable license to establish hypertext links between Your approved web site(s) and the respective Website and to use the Website’s trade names, logos, trademarks and service marks (the "Service Marks") on Your web site(s) as is reasonably necessary to establish and promote such hypertext links and to otherwise perform Your obligations under this Agreement; provided, however, that any promotional materials or usages containing any of the Service Marks or any of our other Intellectual Property are subject to Our prior written approval, which may be withheld in our sole discretion.

7.6 You hereby grant Us, during the Term of this Agreement and any extensions or renewals thereof, a non-exclusive, non-transferable, royalty-free license to establish hypertext links between Your web site(s) and our respective Website and to use any of Your trade names, logos, trademarks and service marks (the "Affiliate Marks") as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform Our obligations.

7.7 You shall not modify, alter or obfuscate the Trademarks or use the Trademarks in a manner that disparages Our products or services, or portrays Our products or services in a false, competitively adverse or poor light. You shall comply with requests as to the form of use of Trademarks and will avoid any action that diminishes the value of such Trademarks. Unauthorized use of Trademarks is strictly prohibited. Upon termination of this Agreement, You shall return such information to Us.

7.8 Use of Member Information. We shall own all data of Members in Our Database. You may not use any Member information or other information regarding users (including, without limitation, Members) for any reason whatsoever. Doing so may result in immediate termination of this Agreement, suspension of Your participation in the Affiliate Program and Your liability for any damages resulting from such action.

8. Our Policies Apply to All Orders
Every Affiliate-referred User who becomes our Member and/or purchases an Ad Listing through this Affiliate Program is deemed to be Our Member. You do not have the authority to make or accept any offer on Our behalf. All of Our policies regarding customer orders, including pricing and problem resolution, will apply to those users. We are not responsible for any representations made by You that contradicts Our policies.

9. Prices and Availability
The price charged for Ad Listings sold under this program will be determined by Us according to Our own pricing policies. Prices may vary from time to time as determined in Our sole discretion. Our policies will always determine the price paid by users.

10. Prohibited Content
You shall not display any of the following content or engage in any of the following activities:

• Sexually explicit material (pornography);
• Violent images or messages that promote violence;
• Promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age;
• Promotion of illegal activities;
• Promotion or display of defamatory, libelous or harmful material or material that otherwise infringes upon the rights of any third parties;
• Content that is inconsistent with Our policies and/or practices;
• Spamming of Your users who have registered for the Service(s);
• Violating Ours or any third party’s Intellectual Property rights; or
• Any other content or activity that We find objectionable in Our sole discretion.

11. Web Site Service(s) Interruption
We will use commercially reasonable efforts to keep the Website operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. You agree not to hold Us liable for any of the consequences of such interruptions.

12. Email
You shall not send out on Our behalf or in Our name any email containing Our name, branding or any other Intellectual Property. Furthermore, You expressly undertake to comply with the provisions of the CAN-SPAM Act of 2003 and are liable for any and all damages resulting from Your failure to do so.

13. Term of the Agreement
This Agreement shall commence on the day it is entered into by You and shall continue until terminated by Us or You as provided herein (the “Term”).

14. Modifications
We reserve the right to change any of the terms and conditions in this Agreement, at any time, in Our sole discretion. We will not be required to provide notice to You of changes to this Agreement other than by posting the revised Agreement on the applicable web site. You may not change or modify this Agreement.

15. Termination of this Agreement; Survival
15.1 Either party, acting in its sole discretion, may choose to cancel this Agreement, at any time, by written notice of cancellation to the other. Such cancellation will be effective 2 days after such notice.

15.2 Notwithstanding anything to the contrary set forth herein, We may terminate this Agreement, immediately, in the event that You breach any provision of this Agreement.

15.3 Any provision of this Agreement that expressly states that it shall survive or which, by its nature, must survive the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement.

16. Warranty Disclaimer
We make no representations, warranties, or covenants with regard to the Affiliate Program, or the Website, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, We expressly disavow any obligation to indemnify Affiliate or any of its representatives or owners in connection with any lawsuit or other proceeding arising out of any Af ffiliate's or Affiliate-referred Users’ use of the Service or participation in the Affiliate Program.

17. Limitation of Damages
We shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the program, even if We have been advised of the possibility of such damages. Further, Our aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total Commission Fees paid or payable by Us to You under this Agreement.

18. Notice All notices and requests in connection with this Agreement will be given in writing and will be deemed given as of (1) the day they are received if sent either by messenger, delivery service, or the U.S. mail or (2) the date sent if delivered by email (if given) or fax, and addressed as follows:

If to Us:
Walk 2 Shul LLC
4302 Hollywood Blvd. Suite 295
Hollywood, FL 33021
Fax: (866) 217-4623
Attention: General Counsel

If to Affiliate:
To the postal address, email address and/or fax number provided by Affiliate.

19. Representations and Warranties
You represent and warrant that You have the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform Your obligations hereunder and that the execution of and performance of Your obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation.

20. Indemnification
You shall defend, indemnify and hold Us, Our parent, subsidiaries, affiliated companies, directors, officers, employees, affiliates and agents harmless, against any and all claims, demands, causes of action, debts or liabilities, including reasonable attorneys’ fees, to the extent that (i) it is based upon a breach of Your representations, warranties or obligations hereunder; (ii) it arises out of Your negligence or willful misconduct; or (iii) it is based upon Your violation of any applicable federal, state or local law or regulation in providing products or services hereunder (including, without limitation, any laws with respect to intellectual property).

21. Miscellaneous
The parties are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You shall not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to the foregoing restriction, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns.

22. Miscellaneous
Neither party will identify the other party in any press release, without the prior written consent of such party, except that We may include Your name and logo in a list of Affiliates during the Term.

23. Governing Law; Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The Parties irrevocably consent to the in-personam jurisdiction of the Florida Supreme Court, and consent to service of process by certified mail at its respective address or addresses set forth above.