Welcome to Venture Surplus’s website for affiliates (the “Affiliate Site”), where you can manage your affiliate marketing relationship with Venture Surplus (“Venture Surplus” or “us” or similar terms).
Any person or entity that participates in or attempts to participate in our partner marketing program (the “Partner Program” and such person or entity, “you”, or a “Partner”) must accept this Partners Program Operating Agreement (this “Agreement”) without change. Venture Surplus and you or Partner may be collectively referred to herein as the “parties”. By registering for or using the Venture Surplus Site, you agree to these terms. Please read this Agreement carefully in its entirety.
- Description of the Partners Program
The Partners Program permits you to monetize your website, social media user-generated content, and/or online software application (referred to here as your “Site”), by placing on your Site links to the Venture Surplus Site or, if applicable for the location, any other site which is included in the Partner Program Fee Statement (each a “Venture Surplus Site”). The links must properly use the special “tagged” link formats we provide and comply with this Agreement (the “Special Links”).
When our customers click through the Special Links to purchase an item sold or services offered on the Venture Surplus Site or take other actions [I assume these “other actions” are defined in the Program Fee Statement(s)? If not, make sure you provide more clarification/definition here], you may be eligible to receive program fees for qualifying purchases, as further described in (and subject to the limitations of) the Partner Program Fee Statement. In order to facilitate your advertisement of these items or services, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Partners Program (“Program Content”). Program Content specifically excludes any data, images, text, or other information or content relating to product offerings on any site other than the Venture Surplus Site. - Partners Program Compliance Requirements
You must comply with this Agreement to participate in the Partners Program and be eligible to receive fees.
You must promptly provide us with any information that we request to verify your compliance with this Agreement within 5 business days of our request for such information.
If you violate this Agreement, or if you violate terms and conditions of any other applicable Venture Surplus marketing program, then, in addition to any other rights or remedies available to us, we reserve the right to permanently withhold (and you agree you will not be eligible to receive) any and all fees otherwise payable to you under this Agreement, whether or not directly related to such violation without further notice and without prejudice of any right of Venture Surplus to recover damages in excess of this amount. - Partners Program Participation Requirements
A. Enrollment and Eligibility
To begin the enrollment process, you must submit a complete and accurate Partners Program application. Your Site(s) must contain original content and be publicly available via the website address provided in the application. You must identify your Site(s) in your application. We will evaluate your application and notify you of its acceptance or rejection. Your Site will not be eligible for inclusion in the Partners Program, and you cannot include any Special Links or Product Advertising Content on it, if your Site is unsuitable. Unsuitable Sites include those that:
(i) promote or contain sexually explicit or obscene materials,
(ii) promote violence or contain violent materials,
(iii) promote or contain false, deceptive, libelous or defamatory materials,
(iv) promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age),
(v) promote or undertake illegal activities,
(vi) are directed toward children or knowingly collect, use, or disclose personal information from children under 13 years of age or other applicable age threshold (as defined by applicable laws and regulations); or violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority related to child protection (for example, if applicable, the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) or any regulations promulgated thereunder or the Children’s Online Protection Act); or
(vii) otherwise violate any intellectual property rights.
We will determine suitability at our sole discretion. If we reject your application due to unsuitable content, you may reapply at any time once you have complied with our suitability requirements. However, if at any time we 1) reject your application for any other reason or 2) terminate your account in connection with any violation or abuse (as determined in our sole discretion), you cannot attempt to re-join the Partners Program without our advance authorization.
You will ensure that the information in your Partners Program application and information otherwise associated with your account on the Affiliate Site, including your email address, other contact information, and identification of your Site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Partners Program and the Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
If you are a non-US person participating in the Partners Program, you agree that unless you have otherwise notified us in your tax information you will perform all services under the Agreement outside the United States.
B. Links on Your Site
(i) Special Links
After you have applied to the Associates Program, you are permitted to display Special Links on your Site. Special Links enable accurate tracking, reporting, and accrual of fees.
(ii) General Requirements Applicable to All Special Links
Special Links may be created by you or made available to you by us. If we inform you that your Site does not qualify to use certain types of links, you must cease displaying those types of links on your Site. You are solely responsible for the content, style, and placement of each link that you place on your Site and for ensuring that Special Links (whether created by you or made available to you by us) include the appropriate formatting necessary for us to properly track referrals of our customers from your Site.
You may add or delete products (and related Special Links) from your Site at any time without our approval. Special Links must link to products. When linking to pages with product lists ,you must have additional original content on your Site that is relevant to the Special Link. Product lists include search results, events, or a department homepage.
You must remove from your Site any links and related references to limited time promotions as soon as that promotion on the relevant Venture Surplus Site ends.
You must not make inaccurate, overbroad, deceptive or otherwise misleading claims about any Product, a Venture Surplus Site, or any of our policies, promotions, or prices.
C. Responsibility for Your Site
You will be solely responsible for your Site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
(i) the technical operation of your Site and all related equipment,
(ii) displaying Special Links and Program Content on your Site in compliance with this Agreement, all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority, including those related to disclosures, electronic marketing, data protection and privacy, and the General Data Protection Regulation, and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your Site),
(iii) creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links),
(iv) using the Program Content, your Site, and the materials on or within your Site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights),
(v) disclosing on your Site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers, and providing information on the visitor’s choices with respect to opting-out from online advertising where required by applicable law, and
(vi) any use that you make of the Program Content, and the Amazon Marks, whether or not permitted under this Agreement. - Partners Program Fee Statement (“Fee Statement”)
A. Qualifying Purchases and Qualifying Revenue
We will pay Standard Program Fees of 10% of the Qualifying Revenue (as described below) in connection with “Qualifying Purchases”, which (subject to the exclusions described in this Fee Statement) occur when:
(i) a customer clicks through a Special Link on your Site to a Venture Surplus Site; and
(ii) within 24 hours elapse from that click, the customer places an order for a product.
For each Qualifying Purchase, the corresponding “Qualifying Revenue” is equal to the amount we actually receive from that Qualifying Purchase, less any shipping charges, gift-wrapping fees, handling fees, taxes (e.g. sales tax and VAT), service charges, rebates, credit card processing fees, and bad debt.
B. Disqualified Purchases
Notwithstanding the foregoing, Qualifying Purchases are disqualified whenever they occur in connection with a violation of this Partners Program Fee Statement or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Partners Program, including the most up-to-date version of this Agreement (collectively, the “Program Documents”).
Further, the following purchases that would otherwise be Qualified Purchases are disqualified and excluded from the Partners Program:
(i) any product purchased after termination of your Agreement,
(ii) any product order where a cancellation, return, or refund has been initiated,
(iii) any product purchased by a customer, where such customer does not comply with the terms and conditions applicable to a Venture Surplus Site, and
(iv) any product purchase that is not correctly tracked or reported because the links from your site to the relevant Venture Surplus Site are not properly formatted.
C. Program Fee Limitations
From time to time, we may impose limits on Partners’ opportunity to earn Standard Program Fees or Special Program Fees. For the avoidance of doubt (and notwithstanding any time period), Venture Surplus reserves the right to discontinue or modify all or part of any limitation at any time.
D. Program Fee Reporting and Payment
We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking, and creating and distributing to you our reports summarizing Standard Program Fees and Special Program Fees earned by you during that month.
We will pay Standard Program Fees and Special Program Fees approximately 60 days following the end of each calendar month in which they were earned by the method described below that you have selected.
Option 1: Payment by Direct Deposit. We will directly deposit the fees you earn into the bank account you designate once you have provided us with the name of your bank, the account number, the name of the primary account holder as it appears on the account, and other requested identifying information (such as the ABA, IBAN or BIC number, if applicable). If you have chosen payment by direct deposit and you do not provide this information, or it is not valid (for example, the account has been closed or changed), or the payment is otherwise rejected by your bank, you may instead receive payment by check which will be subject to the processing fees described below until you provide valid account information. If you select this option, we reserve the right to hold fees until the total amount due to you reaches the minimum of $10.00 USD.
Option 2: Payment by Check. We will send you a check in the amount of the fees you earn once you have provided us with a physical address. If you select this option, we reserve the right to hold fees until the total amount due to you reaches the minimum of $100.00 USD.
If you do not select and maintain information for a payment option, we will hold earned fees until you make your selection.
Payments made to you, as reduced by all deductions or withholdings described in this Agreement, will constitute full payment and settlement to you of amounts payable under this Agreement.
If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under this Agreement. - Venture Surplus Customers
Our customers are not, by virtue of your participation in the Partners Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on a Venture Surplus Site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with a Venture Surplus Site, you will state that those customers must follow contact directions on a Venture Surplus Site to address customer service issues. - Warranties
You represent, warrant, and covenant that (a) you will participate in the Partners Program and will create, maintain, and operate your Site in accordance with this Agreement, (b) neither your participation in the Partners Program nor your creation, maintenance, or operation of your Site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Partners Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Partners Program or use any other Service Offerings (as defined by Section 7 herein) if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using any Service Offering (as defined by Section 7 herein); (f) you will comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Partners Program is accurate and complete at all times. You can update your information by logging into your account on the Venture Surplus Site and selecting “Account Settings”.
We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Partners Program, and we will not be liable for any actions you undertake based on your expectations. - Identifying Yourself as a Partner
You must clearly state the following, or any substantially similar statement previously allowed under this Agreement, on your Site or any other location where Venture Surplus may authorize your display or other use of Program Content: “As a Venture Surplus Partner I earn from qualifying purchases.” Except for this disclosure, you will not make any public communication with respect to this Agreement or your participation in the Partners Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement. - Term and Termination
The term of this Agreement will begin upon your registration for or use of any Venture Surplus Site. Either party may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination, provided that the effective date of such termination will be not less than 7 calendar days from the date notice is provided. You can provide termination notice by logging into your account on the Partner Site and selecting the option to close your account in “Account Settings”. In addition, we may terminate this Agreement immediately at any time upon written notice to you for Cause. “Cause” means any of the following: (a) you are in material breach of this Agreement or you are in minor breach of this Agreement but you do not remedy it within 7 days of being notified of such breach; (b) we believe that we may face potential claims or liability in connection with your participation in the Partners Program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Partners Program; (d) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (e) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, (f) if at any time there has been no substantial activity on your account for at least 12 months; or (f) we have terminated the Partners Program as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing, any violation of Section 5 and as specified in the Program Policies will be deemed a material breach of this Agreement.
We may hold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 5, 6, 7, 8, 9, 10, 12, and 13 of this Agreement and as specified in the Program Policies, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination. - Disclaimers
THE PARTNERS PROGRAM, THE VENTURE SURPLUS SITE(S), ANY PRODUCTS AND SERVICES OFFERED ON THE VENTURE SURPLUS SITE(S), ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE VENTURE SURPLUS MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PARTNERS PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS.
WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE ASSOCIATES PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PARTNERS PROGRAM.
NOTHING IN THIS SECTION 7 WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Limitations on Liability
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT.
NOTHING IN THIS SECTION 8 WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
- Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. - Governing Law and Disputes
Any dispute relating in any way to the Partners Program or 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 governed by and construed in accordance with the laws of Colorado. - Taxes
Any taxes and related obligations relating in any way to the Partners Program or 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 will be subject to the following tax provision: We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Partners Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. - Additional Provisions
a. Communication and monitoring. We may send you emails relating to the Partners Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of Special Links and Program Content (for example, that a particular Venture Surplus customer clicked through a Special Link from your Site before buying a product on a Venture Surplus Site),(b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Site as examples of best practices in our educational materials.
b. Privacy Policy.
c. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. 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.
d. Entire Agreement. This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement or accessible on any Venture Surplus Site, including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. In the event of a conflict between this Agreement and your agreement with a Venture Surplus affiliate under a separate affiliate marketing program, that agreement will control with respect to such separate program. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Associates Program and supersedes all prior agreements and discussions.
e. Terminology. Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.
f. Confidentiality. Any information relating to Venture Surplus or any of its affiliates that we provide or make accessible to you in connection with the Partners Program that is not known to the general public or that reasonably should be considered to be confidential is Venture Surplus’s “Confidential Information” and will remain Venture Surplus’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement.
g. Independent Contractors. The parties hereto are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties and/or their respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
- Modification
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the applicable Venture Surplus Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Associates account. The effective date of such change will be the date specified, which other than increased Standard Program Fees and Special Program Fees will be no less than seven calendar days from the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE PARTNERS PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.