JustAnswer® Referral Program Agreement

Updated November 26, 2009

 

1. Introduction

 

These terms serve as the complete agreement (the "Agreement") that applies to a users' participation in the JustAnswer® Referral Program (the "Program"). This Agreement is a "related Agreement" as that term is used in the Terms of Service.

 

 

 

2. Definitions

In the terms and conditions that follow, the terms "user," "you" and "your" refer to the individual or organization that is participating in the Program and "your site" means any site that you will link to general.justanswer.com (the "Site"). The terms "we," "us" and "our" will refer to JustAnswer®. Capitalized terms not defined herein have the meanings set forth in the Terms of Service.

 

3. Conditions to Participation in the Program

 

By using the Referral Program in any way and/or clicking on the "ACCEPT" button, you are agreeing to be bound by the terms of this Agreement and you will be registered to participate in the Program. If you do not understand or agree to all of the terms do not click "ACCEPT". We may terminate your participation in the Program if we determine (in our sole discretion) that you or your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

 

 

  • promote sexually explicit materials, violence, discrimination, or illegal activities;

     

  • breach intellectual property rights of ours or any third party, including the improper use or inclusion of any trademarks; specifically, you will not use in your domain name or URL nor purchase or register in any search, referral, or advertising service the term "JustAnswer".

     

By participating in the Program you agree: that you will not engage in any of the above activities; that you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant, including without limiting the foregoing obligation; that 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; and that you will at all times, as a registered user of the Site, be in compliance with all other terms of the Terms of Service (the violation of any of the above items will be termed, collectively, "Restricted Activities").

 

 

If your site is determined (in our sole discretion) to be unsuitable for the Program or if you engage in any of the Restricted Activities, we may terminate this Agreement immediately by giving notice to your last provided e-mail address.

 

 

You may not refer yourself as a new Customer or a new Expert. In addition, JustAnswer reserves the right, in its sole discretion, to limit the number of new Customers through the Refer-A-Friend program or new Experts you refer, mainly but not limited to protect against fraud and other abuses.

 

 

JustAnswer does not work with spammers. Email marketers must conform to the CAN-SPAM

 

Act or they will be immediately removed from the Program. 

 

 

 

 

4. Referring New Customers and Experts to Our Site 

 

Referring New Customers as a JustAnswer Affiliate

 

 

There are three ways that you may refer new Customers to our Site by acting as a JustAnswer Affiliate (directly supplying new Customers with a link to our site): (1) by placing a JustAnswer® Question Box that we provide to you on your site, (2) by placing a JustAnswer® link that we provide to you on your site, and (3) by you sending new Customers an e-mail containing a JustAnswer® link that we provide to you. With respect to (1) and (2), we may make available to you graphic images for the link that you provide to our site. We may modify the text or graphic images from time to time. We grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to our Site.

 

 

You acknowledge that, by participating in the Program and placing a Question Box or link within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in our Privacy Policy.

 

 

Referring New Customers Via the Refer-A-Friend Program

 

 

You may also refer new Customers to the site by registering for the Refer-A-Friend program and entering their email addresses on our Site. JustAnswer will send an email to those email addresses with a link to the JustAnswer site, inviting them to ask a question on the Site.

 

 

Referring New Experts

 

 

You may also refer new Experts to our Site by registering for the New Expert Referral Program and providing us with their e-mail addresses.

 

 

 

5. Referral Fees

 

There are several ways to receive a Referral Fee: (a) as a JustAnswer Affiliate, refer a new Customer to JustAnswer in the manner described above, (b) earn a percentage of the referral fees earned by any Affiliates that you, as an Affiliate, referred to JustAnswer, (c) through the Refer-A-Friend program, refer a new Customer to JustAnswer, and (d) through the New Expert Referral Program, refer a new Expert to JustAnswer. From time to time, and in our sole discretion, JustAnswer® may offer special incentives, bonuses or increased Referral Fees, or change the Referral Fees, for some or all of our referrals. 

 

 

 

a. Refer a New Customer

 

When you, as an Affiliate, refer a new Customer to the site, you will receive a "New Customer Referral Fee" equal to 20% of the fees paid (exclusive of any deposits or bonuses paid) by every new user of our Site who, having used your specific url provided to the new user by you or having linked to our Site from your site: registers for the first time as a Customer; posts a question; accepts an answer and pays the Expert fees (exclusive of any deposits or bonuses paid). Once becoming a registered Customer on our site, you will continue to receive a Referral Fee for every question posted, accepted and paid for by that Customer (exclusive of any deposits or bonuses paid), unless: you fail to continue Active Participation (as defined below), your participation in the Program is terminated, or the Program is discontinued. 

 

 

 

b. Earn a Percentage of Referral Fees Generated by a New Customer You Referred

 

When you, as an Affiliate, refer a new Customer to the site and that new Customer also becomes an Affiliate, you will receive a "New Referral Fee" equal to 20% of the New Customer Referral Fees earned by that new Customer who also became an Affiliate.

 

 

 

c. Refer a New Customer Via the Refer-A-Friend Program

 

When you refer a new Customer to the site through the Refer-A-Friend Program, you will receive a "Refer-A-Friend Referral Fee" of US$10 in JustAnswer Customer account credit approximately thirty (30) days after a new Customer of our Site, having used the specific url provided in the Refer-A-Friend email that you had JustAnswer send to them: registers for the first time as a Customer; posts a question; accepts an answer and pays the Expert fees; and does not request a refund. You may then use the US$10 in JustAnswer account credit toward the acceptance of an Answer on JustAnswer.

 

 

 

d. Refer a New Expert

 

You will receive a "New Expert Referral Fee" for every new Expert of our Site who, having used your specific url, is successful in registering as a new Expert of our Site and has a minimum number of his or her answers “accepted” by (and not reversed by or refunded to) Customers on our Site. Click here for the current schedule, which may be amended at any time without notice other than posting in the current schedule.  The schedule in place at the time you refer the Expert will establish the amount of the referral fee.

 

 

 

Active Participation in the Program

 

In order to remain eligible to receive your Referral Fees, you must continue to actively participate in the Program, which means you must continue to refer unique new Customers. If during any calendar month your New Customer Referral Fees are greater than US$20, at least 2% of those fees must come from Customers who registered with us for the first time in that calendar month ("Active Participation") in order to remain eligible to receive your Referral Fees. In addition, we may terminate your participation in the Program if for three consecutive months you do not meet the Active Participation standard.

 

 

 

6. Payment of Referral Fees

Once you have more than US$20 of Referral Fees (you cannot place funds into your account to reach US$20, it must be earned) in your account, just request payment via the link in your tools menu and we will transfer the money to you via PayPal on the first business day of the following month.

 

7. Temporary Hold on Accounts

 

In our sole discretion, we reserve the right to place a temporary hold on your account if we have reason to believe that the funds were earned under suspicious circumstances or that the funds were derived from a suspect Customer account.

 

 

We will continue to investigate the situation until we have adequate resolution, as determined by us, and which may require the involvement of certain third parties, including any applicable credit card company. We will make every commercially reasonable effort not to exceed sixty days hold on your account as we investigate.

 

 

In addition, we reserve the right to remove "earned" funds from your account to compensate for fraud, refunds, or any uncollected revenue. 

 

 

 

8. Identifying Yourself as a Referral

 

 

You may not issue any press release with respect to this Agreement or your participation in the Program without the express written consent of JustAnswer®; such action may result in, among other outcomes, your termination from the Program. The term affiliate, as used herein, does not imply any legal affiliation between us and you and you have no right to make any commitments or representations on behalf of JustAnswer®. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement. 

 

 

 

 

9. Limited License

 

We grant you a nonexclusive, revocable, worldwide, royalty-free license during the term of this Agreement only to use the graphic image and text available at http://www.justanswer.com/affiliates/gadgets.aspx and such other text or images for which we grant express permission, solely for the purpose of including a link, banner or question box on your Site pursuant to this Agreement. You may modify the graphic image or text, but not any sample questions, answers, or Expert profiles, by using the menu options provided. You may not use any of our other images or text, in any way without our express written permission. You may not remove our JustAnswer® logo from a question box, although you may move it around using the menu we provide. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may request the change of text on a site at any time. We may revoke your license at any time by giving you written notice via email to your last provided e-mail address.

Except for the license granted under Section 4 above and in this Section 9, you do not obtain any rights under this Agreement in any of our intellectual property, including, without limitation, any intellectual property with respect to our Site or domain name.

 

 

You grant JustAnswer a nonexclusive, revocable, worldwide, royalty-free license during the term of this Agreement to use your name and/or logo on the JustAnswer Site, and in JustAnswer’s advertising and promotional materials (for example, to indicate your participation in the Program).

 

 

 

10. Responsibility for Your Site

 

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to (a) any misrepresentation or breach of your representations and warranties set forth in this Agreement, (b) any non-compliance by you with the terms of this Agreement,  (c) your unlawful conduct, and  (d) the development, operation, maintenance, and contents of your site. We disclaim all liability for these matters.

 

 

You represent and warrant that you (a) have the right, power and authority to enter into this Agreement and perform your obligations as set forth herein, (b) are under no obligation or restriction, nor will you assume any such obligation or restriction, that does or would interfere or conflict with this Agreement, (c) have exclusive ownership of your name and logo, and (d) the information provided above is true, correct and complete.

 

 

You covenant and agree that you will comply with JustAnswer’s Privacy and Security Policy as may be amended from time to time.

 

 

 

11. Term of the Agreement

 

The term of this Agreement will begin upon your acceptance of these terms and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination, to your last provided e-mail address or to legal@justanswer.com, as appropriate. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only for referrals that occur during the term, and Referral Fees earned through the date of termination will remain payable only if payment is received. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 

 

 

 

12. Right of Modification and Termination

 

We reserve the right to change, revise or modify this Agreement at any time by posting the amended terms on the Site and/or notifying you via email sent to your email address on file with JustAnswer. All amended terms shall automatically be effective 10 days after they are initially posted on the Site and/or are emailed to you. Your continued participation in the Program will signify your acceptance of the revised terms. If you do not accept the revised terms, your sole and exclusive remedy is to discontinue participation in the Program. The latest terms of this Agreement will be posted on the Site, and you should review them frequently. In addition, we reserve the right, in our sole discretion, to modify or discontinue the Program, for any reason, without notice. 

 

 

 

13. 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. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section. 

 

 

 

14. Relationship to Customers

 

Customers who register with JustAnswer from a link to JustAnswer on your site will be customers of JustAnswer and all JustAnswer policies, terms and procedures will apply.  Accordingly, as we may change our policies, terms and procedures from time-to-time, you may not include information in your descriptions of the JustAnswer service without obtaining prior written permission from JustAnswer and you agree to amend such descriptions that become inconsistent (as determined by JustAnswer in its sole discretion) with JustAnswer policies, terms and procedures.

 

 

We will process transactions placed by customers in our sole discretion and reserve the right in our sole discretion to perform refunds, cancellations and the like.

 

 

 

15. Non-Competition

 

You shall not, and shall ensure that your employees, agents, related entities and any others acting on your behalf do not modify, translate, reverse engineer, decompile, disassemble, create derivative works from JustAnswer or incorporate all or any portion of the JustAnswer technology into other software, product or technology for their own use or the use of third parties.

 

 

In addition, you shall not advertise for or recruit any persons to answer questions on your or any other paid (i.e. not free) question-and-answer site, during the term of this Agreement.

 

 

 

16. Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

 

 

17. Disclaimers

We make no express or implied warranties or representations with respect to the Program, including how much, if any, you will receive in Referral Fees. In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. JustAnswer attempts to attract Experts with credentials that are verified by a third-party verification service, but the Experts are not employees or agents of JustAnswer and JustAnswer does not warrant the accuracy or completeness of the information about any Expert (including but not limited to credentials, experience, and the like) or the responses given by any Experts on the site.

 

 

18. Disputes, Assignment, and Governing Law

 

The TOS and this Agreement constitute the complete and exclusive statement of the Agreement between you and us regarding the Program. They supersede any and all prior or contemporaneous agreements, oral or written, and any other communications, representations, warranties and understanding relating to the subject matter of this Agreement. If there is a conflict between an oral representation of any JustAnswer® employee or agent and the terms of this Agreement, the terms of this Agreement will prevail. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, the terms of this Agreement will prevail. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. You and JustAnswer® agree that any cause of action arising out of or related to this Program must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. You may not assign this Agreement to any other party. JustAnswer® shall not be deemed to have waived any of our rights or remedies unless such waiver is in writing and signed by us. No delay or omission on the part of JustAnswer® in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. This Agreement shall be governed by, and construed in accordance with applicable international law, federal law and with the laws of the State of California, without regard to its conflicts of law provisions. Each party using our website or services agrees to the exclusive jurisdiction of the courts of the State of California, and agrees that venue for any action resulting from this Agreement or the use of our services shall be the San Francisco County, California and waives any and all jurisdictional, venue or inconvenient forum objections. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.