STORAGEFRONT.COM LLC AFFILIATE TERMS AND CONDITIONS
These Terms and Conditions are deemed incorporated by reference into the StorageFront.com, LLC Affiliate Agreement ("Agreement"). These Terms and Conditions and the Agreement govern the terms under which StorageFront.com, LLC ("StorageFront" or "us", "we" or "our") shall permit the Affiliate, as defined in the Agreement (also referred to herein as "you"), to make advertising for Affiliate's web site ("Advertising") available on the search results for storage services on StorageFront's website, which is www.storagefront.com (the "Site"). By submitting Advertising or otherwise accessing and using the Site to promote the Affiliate's website ("Affiliate Site"), you indicate Affiliate's acceptance of, and agreement to be legally bound by, the Agreement and these Terms and Conditions.
If you do not agree with all of the terms of this document, you must discontinue use of the Site.
1. Placement of Advertising on the Site; Service Levels
1.1 StorageFront agrees to allow Affiliate to display Advertising consisting of company name, address, and contact information of Affiliate, in accordance with StorageFront's specifications for such Advertising, on the Site for the term of the Agreement ("Services"). Advertising and Services features shall be provided in accordance with the service level (Basic or MarketPro, also referred to collectively as the "Service Levels") chosen by Affiliate.
1.2 Advertising shall be displayed in response to search results that correspond to Affiliate's geographic location and other criteria determined by StorageFront and the third party user of the Site, subject to the Service Level chosen by Affiliate.
1.3 Depending on the Service Level selected, StorageFront may provide Affiliate with: (a) the ability to use usernames, passwords, or other codes or devices to gain access to restricted portions of the Site, and; (b) a unique password so that access to information related to Affiliate's business and transactions can be restricted to only those individuals to whom you provided the password (collectively, "Access Codes"). The StorageFront content contained in restricted portions of the Site is confidential to StorageFront, and is provided to Affiliate for its legitimate business use only, which includes enrolling in StorageFront's payment program for Services. Affiliate agrees to securely maintain, and not share with or provide to third parties, the Access Codes. StorageFront assumes no liability for any access to information or transactions that are executed with the Access Codes provided to Affiliate. We strongly recommend that you change the Access Codes on a periodic basis and whenever a representative terminates employment or contract or Affiliate suspects that knowledge of the Access Codes is no longer limited to those authorized by Affiliate.
2. Pricing; Payment
2.1 Pricing for Service Levels is set forth in the Agreement. If the Affiliate agrees to credit card billing, its credit card will be automatically charged on a monthly basis for Services, in advance, beginning with the term of the Agreement.
2.2 Electronic Funds Transfer ("EFT") and Credit Cards ("CC"): StorageFront is able to make and receive payments by electronic funds transfer (EFT) through the Automated Clearing House (ACH) System as well as Credit Cards. If you complete the EFT/CC registration process provided on StorageFront.com, completion of the process signifies that you: (1) authorize StorageFront to make and or receive payments by EFT/CC; (2) certify that you have selected the designated depository/payment institution and provided the correct account information, and; (3) accept that all such EFT/CC will occur in accordance with the following: (i) you will give thirty (30) days advance notice to StorageFront of any changes regarding your depository/payment institution or other payment instructions.
StorageFront may terminate the Agreement at any time by providing notification to Affiliate of termination. Affiliate may terminate the Agreement at anytime with 30 days prior written notice.
4. Rights/Responsibilities in Site, Advertising and Software
4.1 StorageFront reserves all rights in and to the Site's content (other than the Advertising) and operation, the Services, and the Software (as defined below) whether under patent, copyright, publicity or moral rights, trade secret, trademark, unfair competition or other similar laws or protections in this or any other jurisdiction, whether foreign or domestic, regardless of whether or not such rights or protections are registered or perfected (collectively, "Intellectual Property Rights"). No license to or right in any trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes and other proprietary rights or Intellectual Property Rights of StorageFront and/or other parties is granted to or conferred upon Affiliate.
4.2 Affiliate shall be solely responsible for all content on the Affiliate Site or in the Advertising. Affiliate covenants and agrees not to knowingly include or provide via the Site or its Advertising or the Affiliate Site, and agrees to remove from any of the foregoing on StorageFront's request, any material that is in the opinion of StorageFront: (i) libelous, pornographic, obscene, or defamatory under any federal or state law; (ii) an infringement of any third party's intellectual property rights (including copyright, patent, trademark, trade secret or other proprietary rights); or (iii) an infringement on any third party's rights of publicity or privacy. Affiliate represents and warrants that it owns, or has licensed from third parties, all rights necessary to place the content of its Advertising on the Affiliate Site and the Site. Affiliate further covenants and agrees, with respect to the operation of its Affiliate Site and content of its advertising, to comply with all laws, statutes, ordinances, and regulations.
4.3 Affiliate may not use, copy, modify or transfer the Site or Services (including any related documentation) or any copy, in whole or in part. Affiliate may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Site or Services (including any related documentation). Affiliate may not tamper with the Site or otherwise undertake any activity intended to bypass, modify, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) proper and/or secure operation of the Site and/or any mechanisms operatively linked to the Site. Affiliate agrees not to use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of the Site, and agrees not to take any action that imposes an unreasonable or disproportionately large load on StorageFront's infrastructure. In addition, Affiliate agrees not to use any robot, spider, other automatic device, or manual process to monitor or copy StorageFront web pages (including the Site) or the content contained herein, without the prior express consent from an authorized StorageFront representative (such consent is deemed given for standard search engine technology employed by Internet search web sites to direct Internet users to this site). Affiliate may not rent, lease, loan, sell, merge or redistribute the Services, or space on the Site.
4.4 With respect to all communications that Affiliate makes to StorageFront regarding StorageFront Services (other than those that contain confidential payment information), including but not limited to feedback, questions, comments, suggestions and the like, and with regard to patterns of usage of the Affiliate Site (such as number of hits, sales, and the like): (a) Affiliate shall have no right of confidentiality in its communications and StorageFront shall have no obligation to protect Affiliate's communications from disclosure; (b) StorageFront shall be free to reproduce, use, disclose and distribute Affiliate's communications to others without limitation; and (c) StorageFront shall own, and be free to use, any ideas, concepts, know-how, content or techniques contained in Affiliate's communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information.
4.5. License to Software.
- a. Some of the features for the MarketPro Service Level involves access to software owned and hosted by StorageFront and accessible from a web-based interface provided by StorageFront as part of the Service ("Software"). Subject to the other provisions of the Agreement, StorageFront hereby grants to Affiliate, for the term of this Agreement, a limited, nonexclusive, nontransferable United States license to access remotely and use (only through remote access permitted by StorageFront) the current object code version and release of the Software through a StorageFront portal hosted for Affiliate on the Site, in conjunction with the Service, for the purposes permitted by this Agreement. No other use of the Software is permitted. Affiliate may permit its employees and agents who agree to be bound by the terms of this Agreement to use the Software as part of the Services, subject to the license granted above.
- b. StorageFront reserves all Intellectual Property Rights to the Software not expressly granted herein. The license described in Section 4.5.a above is an express limited use license and not an assignment, sale, or other transfer of any Intellectual Property Rights in the Software.
- c. Restrictions. Affiliate will not, and will not allow its Users, or agents to, directly or indirectly use the Software for any purpose that is not specifically permitted by this Agreement, including (but not limited to) the following:
- i. Renting, leasing, loaning, selling, copying, modifying, merging, redistributing, assigning, or transferring any Software or any portion thereof;
- ii. Using the Software either directly (i.e., not through the portal on the Site) or through commands, data or instructions from another computer or network which is not your network or a network that you are permitted to use;
- iii. Permitting any person who is not your authorized employee or agent to use the Software without StorageFront's advance written consent;
- iv. Reverse engineering, decompiling, translating, disassembling, deciphering, decrypting, emulating the functionality, reverse compiling, reducing to human readable form or creating derivative works of the Software. Affiliate may not otherwise attempt to discover the source code of the Software or otherwise modify, alter, adapt, port, or merge all or any part of the Software;
- v. Publishing or distributing in any form of electronic or printed communication the materials within, or otherwise related to, the Software, including but not limited to the object code, documentation, help files, examples, and benchmarks;
- vi. Tampering with the Software or otherwise undertaking any activity intended to bypass, modify, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) proper and/or secure operation of the Software and/or any mechanisms operatively linked to the Software, including any components of the Software which may embody a serial copying management system required or permitted by the laws of the United States;
- vii. Use the Software for any unlawful, unsafe, malicious or abusive purpose, or in such a way as to defraud StorageFront or any third party or to create damage or risk to StorageFront's business, network or facilities or to third parties;
- viii. Export or re-export the Software or any copies thereof, either directly or indirectly, outside of the United States except in compliance with all applicable laws, ordinances and regulations and the prior written consent of StorageFront.
4.6 Affiliate is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Site and use the Software and the Service, and for paying all access charges (e.g., ISP, telecom) incurred while accessing or using them (the "Affiliate Systems"). Affiliate shall be solely responsible for administering its users' access to and use of the Software and Services, to the extent such access and use is permitted by this Agreement.
5. Limited Warranty
5.1 STORAGEFRONT WARRANTS ONLY THAT THE SERVICES WILL BE PROVIDED IN A PROFESSIONAL AND WORKMANLIKE MANNER. EXCEPT FOR THE WARRANTY SET FORTH IN THE PREVIOUS SENTENCE, THE SITE AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, STORAGEFRONT MAKES NO WARRANTY THAT (i) THE USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THAT ANY ERRORS IN THE SITE WILL BE CORRECTED, (iii) THAT THE SITE WILL BE FREE FROM OR NOT SUSCEPTIBLE TO VIRUSES, WORMS, TROJAN HORSES, OR OTHER MALICIOUS CODE OR EXPLOITS AND/OR (iv) THAT YOU MAY USE THE SITE WITHOUT VIOLATING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
5.2 Information on the Site may contain technical inaccuracies and typographical errors, including but not limited to inaccuracies relating to pricing or availability applicable to your transaction. StorageFront shall not assume responsibility or liability for any such inaccuracies, errors or omissions, and shall have no obligation to honor reservations or information affected by such inaccuracies. StorageFront reserves the right to make changes, corrections, cancellations and/or improvements to information on the Site, and to the products and programs described in such information, at any time without notice, including after confirmation of a transaction. Affiliate is solely responsible for the accuracy of content on its Affiliate Site, including but not limited to inaccuracies relating to pricing or availability. The Site contains information on StorageFront's products and services, not all of which are available in every location. A reference to a StorageFront product or service on the Site does not imply that such product or service is or will be available in Affiliate's location.
6. Upgrades, Fixes and Maintenance; Support
6.1 StorageFront may, but is not obligated to: (a) develop enhancements or updates to the Site or the Services; (b) promote the Affiliate Site through third party on-line platforms including but not limited to Google Places, Yahoo/Bing Local, Citysearch, Merchant Circle and Internet Yellow Pages.
6.2 Support shall only be provided for any Services Levels that include support. Support is available by e-mail or phone during normal business hours (8:30 a.m.-5:00 p.m. Central Time, Monday-Friday, holidays excluded)
7. Limitation of Liability
IN NO EVENT SHALL STORAGEFRONT BE LIABLE TO YOU, ANY USERS OF THE SITE OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, OR CORRUPTION OR LOSS OF DATA, OR LOSS OF PROFITS, WHETHER OR NOT STORAGEFRONT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE. STORAGEFRONT'S TOTAL LIABILITY TO YOU, ANY USERS OF THE SITE OR ANY THIRD PARTY, IN ANY EVENT, WILL BE LIMITED TO THE TOTAL FEES YOU PAY US FOR THE SERVICES IN THE YEAR IN WHICH THE LOSS FIRST ARISES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Affiliate agrees to indemnify and hold harmless StorageFront, its employees, officers, directors and members, all other Affiliates, and other suppliers and any related third parties, against and in respect of any and all third party claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including reasonable legal fees and expenses of attorneys chosen by StorageFront) as and when incurred, arising out of or based upon any act or omission or alleged act or alleged omission by Affiliate in connection with the acceptance of, or the performance or non-performance by Affiliate of, any of its duties under the Agreement or arising from the breach by Affiliate of its warranties, representations or covenants contained in the Agreement. Affiliate shall promptly notify StorageFront of all claims and proceedings related thereto of which Affiliate becomes aware.
9. General Provisions
9.1 This Agreement shall be governed by the laws of the United States, and the State of Kansas without regard to its conflict of law provisions. Any legal action for or arising out of any disputes related in any way to the Agreement shall be filed exclusively in the Kansas State Court located in Olathe, Kansas or the United States District Court for the District of Kansas at Kansas City, Kansas, as applicable under prevailing rules of subject matter jurisdiction. Affiliate and StorageFront hereby consent to the exclusive jurisdiction of the courts described in the previous sentence for any dispute or controversy between them or involving the Agreement. Affiliate irrevocably waives any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by Kansas law. StorageFront will disclose any information regarding the use of this site including personal information pertaining to Affiliate without Affiliate's permission when required by law, or in good faith belief that such action is necessary to investigate or protect against harmful activities to StorageFront guests, visitors, associates, or property (including the Site), or to others.
9.3 Any clause in the Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of the Agreement shall not be affected by that deletion.
9.5 If the performance of any obligation under this Agreement is prevented, restricted, or delayed by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labor disputes; inability to procure or obtain delivery of parts, supplies, power, telecommunication services, equipment or software from suppliers; war or other violence; any law, order proclamation, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall take reasonable steps to avoid or remove such cause of non-performance and shall promptly resume performance hereunder whenever such causes are removed.
9.6 Assignment. Affiliate may not, without StorageFront's prior written consent, assign or transfer this Agreement or any of its rights or obligations under this Agreement to any third person (an "Assignee"). StorageFront may assign this Agreement to any person or entity without the consent of Affiliate
9.7 The provisions of Sections 5, 7, 8 and 9 shall survive the termination of the Agreement.
10. DMCA Safe Harbor Statement
If Affiliate believes that its work has been copied in a way that constitutes copyright infringement, please provide StorageFront's copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
StorageFront's copyright agent for notice of claims of copyright infringement on or regarding the Site can be reached as follows:
6885 Alton Pkwy #200 Irvine, CA 92618
(p) (913) 469-0997
NOTE: This contact information is for inquiries regarding potential copyright infringement only. We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.