VCITA AFFILIATE AGREEMENT

THE FOLLOWING VCITA AFFILIATE AGREEMENT (THIS AGREEMENT) GOVERNS THE OPTIONAL PARTICIPATION BY YOU (AN EXPERT AS DEFINED IN VCITA’S EXPERT SERVICES AGREEMENT AND REFERRED TO HEREIN AS AN AFFILIATE OR YOU) IN THE AFFILIATE PROGRAM (THE PROGRAM) OFFERED BY VCITA, INC. (VCITA, “WE”, OR “US”). THE PROGRAM ALLOWS YOU TO USE TRACKABLE LINKS AND APIS (THE LINKS) PROVIDED BY US TO PROMOTE VCITA’S WEB APPLICATION (THE WEB-APP) TO OTHER POTENTIAL EXPERTS (WHO SHALL BE REFERRED TO HEREIN AS CLIENTS OR CLIENT).

BY PLACING OR USING THE LINKS YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT and SHALL BE DEEMED TO HAVE SIGNED THIS AGREEMENT AS AN “AFFILIATEHEREUNDER AND BE A PARTY TO ITS TERMS FOR ALL INTENTS AND PURPOSES. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT PLACE OR USE THE LINKS.

vCita reserves the right to make changes, at any time, to the Web-App, the Links and this Agreement. Your continued use of the Links will constitute your acceptance of any new or amended terms and conditions.

Capitalized terms not defined herein shall have the meaning ascribed in the Expert Services Agreement between us and you.

  1. PARTICIPATION
    1. Your participation in the Program is optional and subject to your continued compliance with the Program policies outlined below.
    2. In order to participate, you must first register for a Web-App account and agree to the associated Expert Services Agreement. Multiple affiliate accounts held by the same individual are subject to termination by vCita.
  2. LINK Placement
    1. We will provide you with access to the Links through your Web-App account and other means so that you may use the Links to generate user referrals to our Web-App in such manner as is satisfactory to us in our discretion.
    2. You shall have the right to discontinue use of the Links at any time for any reason in your sole discretion. You agree to discontinue use of the Links upon receipt of written request from us. In either case, such discontinuation shall not in itself affect your relationship with us as an Expert.
  3. CONSIDERATION; PAYMENTS
    1. As sole consideration hereunder for your participation in the Program and placement of the Links, you shall be entitled to receive from us the following compensation (the “Compensation”): a $30 bounty for each new person or entity referred by you via the Links who subscribes as a Client to a paid Web-App account for a period of at least two (2) months. VCITA may change the Compensation at any time, provided, however, that we use commercially reasonable efforts to notify you in advance of any such change.
    2. You acknowledge that the payment of the Compensation shall be calculated on the basis of our records, and that the transfer of the Compensation shall be made to your bank/PayPal account as provided through your Web-App account and in accordance with the associated Expert Service Agreement.
    3. Within 15 days as of the end of each calendar month, we shall provide you with a monthly report detailing the Compensation due to you with respect to the preceding month. The Compensation shall be paid to you within 15 days following the date on which the report was sent. We may deduct, withhold or set aside any sales, use, service, withholding tax or other tax levied or incurred on account of such payments as we believe is required under applicable laws, but regardless of whether or not we choose to do so all such taxes remain your sole responsibility. Compensation shall be paid in US Dollars.
    4. The Compensation constitutes the full and final consideration due to you under this Agreement, and you shall not be entitled to any additional consideration or reimbursement, of any form, for your services hereunder.
    5. If YOU dispute any payment made under the Program, you must notify us in writing within thirty (30) days of any such payment; failure to do so will result in the waiver by you of any claim relating to any such disputed payment.
  4. TERM AND TERMINATION
    1. This Agreement is effective as of your initial use of the Links and shall continue in full force until terminated in accordance with the terms of this section. We and you may each terminate this Agreement for any reason at any time upon written notice to the other party (including by electronic mail).
    2. As of the termination, you shall discontinue use of the Links. Regardless of whether you complied with your obligation to so discontinue use of the Links, you shall not be entitled to any Compensation following the termination of the Agreement. Upon termination, we shall make any outstanding payments of Compensation within sixty (60) days of the date of termination. We and you will thereafter have no further payment obligations or rights under this Agreement.
    3. The termination of this Agreement for any reason shall not affect any rights, obligations or liabilities accrued before the date of termination, or any rights, obligations or liabilities specifically stated herein to continue in force after and despite termination and shall further not affect, in itself, our relationship under the Expert Services Agreement.
  5. INDEPENDENT CONTRACTOR
    • You are an independent contractor, and no employer-employee relations shall exist between you and us. Nothing contained in this Agreement shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between you and us. Neither you nor us possess the power or authority by reason of this Agreement to bind the other, or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other, and no party shall represent to anyone that it possesses such power or authority.
  6. PROGRAM POLICIES
    • You undertake to comply with the following program policies. We may change these policies at any time, and it is your responsibility to keep up to date with and adhere to the policies posted here.
    • You may NOT use the Links in association with any Web sites or content that include: graphically violent content, racial intolerance, or advocacy against any individual, group, or organization; pornography, adult, or mature content; hacking/cracking content; illicit drugs and drug paraphernalia; excessive profanity; gambling or casino-related content; content regarding programs which compensate users for clicking on ads or offers, performing searches, surfing websites, or reading emails; excessive, repetitive, or irrelevant keywords in the content or code of web pages; sales or promotion of weapons or ammunition (e.g., firearms, fighting knives, stun guns); sales or promotion of beer or hard alcohol; sales or promotion of tobacco or tobacco-related products; sales or promotion of prescription drugs; sales or promotion of products that are replicas or imitations of designer goods; any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others.
  7. LIMITATION OF LIABILITY
    • WE DO NOT MAKE ANY REPRESENTATIONS TO YOU REGARDING OUR SERVICE OR THE WEB-APP AND ANY AND ALL REPRESENTATIONS ARE DISCLAIMED. WE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT. OUR AGGREGATE LIABILITY IN CONNECTION WITH ANY AND ALL CAUSES OF ACTION ARISING IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF COMPENSATION PAID OR PAYABLE BY US TO YOU FOR THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CAUSE OF ACTION.
  8. MISCELLANEOUS
    • This Agreement shall be exclusively governed by the laws of the State of Delaware, without regard to the choice or conflicts of law provisions thereof, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Delaware. You agree to resolve any dispute or claim that you may have against us and to submit to personal jurisdiction in the exclusive jurisdiction of courts in Delaware. This Agreement comprises the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. The failure of vCita to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by vCita in writing. The section headings in this Agreement are included for convenience only and shall take no part in the interpretation, or construing of this Agreement. “Including”, whether capitalized or not, means without limitation. This Agreement may not be assigned by you without the prior written approval of vCita and any assignment without such prior written consent shall be null and void. vCita may freely assign its rights and obligations in this Agreement, in part or in full.
      Last Updated: December 12, 2012