Become an Affiliate

This affiliate program agreement ("the Agreement") is made by and between Vigaroo, LLC (hereinafter "Owner"), a limited liability company organized and existing under the laws of the state of Colorado, with its principal place of business located at 17896 E. 107th Way, Colorado 80022 and registering user (hereinafter "Affiliate"), In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

RECITALS

1) The legal name of the Affiliate is - To be completed on this form.

2) The Affiliate represents and warrants to Owner that the Affiliate has read and understands the Terms of Service which is specified in the Schedule B hereof and agrees to the terms set forth therein.

3) For purposes of this Agreement, the term "the Affiliate" refers to the individual entity that applies for and is accepted into the Vigaroo, LLC Affiliate Program (hereinafter "Affiliate Program"). The term "Vigaroo Website" refers to the website www.vigaroo.com in which the Affiliate has access to promote the Affiliate Program as specified. "Vigaroo Products" means all products, merchandise and services that are offered by the Owner for sale through its website and services. "Nondisclosure" refers to the agreement Affiliates have to sign in accordance with this Agreement as annexed in Schedule A hereof. "Terms of Service" refers to the regulations and guidelines that Affiliates have to follow in the Affiliate Program as specified in Schedule B hereof.

1. PROMOTIONAL RESTRICTIONS

Affiliates agree to abide by the following promotional rules and guidelines. Violations shall result in the suspension or termination of the offending Affiliate's account and immediate forfeiture of generated commissions and is entirely at the discretion of the Owner although will most likely follow the three-strike procedure outlined below. First offense: A warning will be sent to you through the e-mail address provided in your Affiliate Program Application. You have 48 hours to take corrective action and respond before we escalate to step two. You, as the affiliate, are responsible to maintain a valid email address with the Owner. Second offense: You will again be contacted through the e-mail address provided in your Affiliate Program Application informing you that you are in violation. Your commission rate will be set to 0% and past commission payments may be reclaimed. You will have 48 hours to take action and comply with our rules or we will escalate to step three. Third offense: You will be removed from the program. All affiliate commissions will be reclaimed.

2. AFFILIATE PROGRAM REGISTRATION

To register for the Affiliate Program, the Affiliate must complete and submit to the Owner an Affiliate Program Application. The Affiliate Program Application is included on the Vigaroo Website and can be completed and submitted online.

3. APPROVAL OR REMOVAL OF AFFILIATE

Upon Affiliate being approved for the Affiliate Program a 4 digit unique campaign ID will be issued that will track the Affiliate's sites or offers. The Owner reserves the right to approve or remove ANY Affiliate in its sole and absolute discretion. The proposed Affiliate will have no legal recourse against the Owner for removal from the Affiliate Program.

4. REASONS FOR REMOVAL

Without limiting the right to remove any Affiliate for any reason whatsoever in the Owner's absolute discretion, the Affiliate will be removed from the Affiliate Program if the proposed Affiliate's sites or offers are in violation of the Terms of Service, if sites or offers contain images or content that is not acceptable to Owner or inconsistent with the image that the Owner wishes to create in association with its website, or if the proposed Affiliate's sites or offers contain any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the proposed Affiliate's campaign contains any material that appears to the Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.

5. FINANCIAL RESPONSIBILITIES

The Affiliate will be fully responsible for all costs and expenses of maintaining and marketing for the Affiliate Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Affiliate's approved sites and offers, costs of search engine placement and other internet marketing, costs of marketing the Owner into its sites, off line marketing costs, postage costs, and all other costs and expenses, and the Affiliate hereby holds the Owner harmless for or against the same.

6. NO REPRESENTATIONS REGARDING INCOME POTENTIAL

The Owner makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Affiliate's campaigns and offers.

7. RESPONSIBILITY TO PROMOTE THE OWNER

1. Affiliates are compensated for generating leads and purchases through Vigaroo using their unique Affiliate campaign ID. All dedicated links including but not limited to deep linking are tracked by placing a cookie on the user's web browser. It is the sole responsibility of the Affiliate to properly implement and test lead capture forms on sites or offers. It is not the responsibility or liability of Owner to ensure that lead capture forms are working correctly. If any coding issues arise implementing lead capture forms it is the Affiliates sole responsibility to hire a programmer or coder that can help identify and fix the issue. Furthermore if any coding or programming issues arise after the lead capture forms have been properly implemented it is the sole responsibility of the Affiliate to fix the issue. If the Affiliate does properly implement the lead capture form or use dedicated links provided on their sites or offers; the Affiliate will not be able to generate leads or purchases for Owner.


2. The Affiliate will have the obligations to place dedicated and relevant content on its sites or offers directing users to the lead capture form or dedicated links provided. The Affiliate is given a limited term license, during the term of the Affiliate's active participation as a marketer, to utilize the Owner's logo and images provided to the Affiliate on the Vigaroo Website.


3. The Owner may make available to its Affiliates, lead capture forms, dedicated links, banners, and other advertising material for Affiliates sites or offers to be used subject to the terms of the agreement. These materials will contain its trademarks and other proprietary property. The Affiliate may display these materials in the Affiliate's sites or offers for the purpose of promoting the Owner's goods and services and participating in the Affiliate Program. If the Affiliate discontinues the Affiliate Program or if the Affiliate's participation is terminated for any reason, the Affiliate will immediately cease using these materials and will delete all such materials from its sites or offers and its computer.


4. The Affiliate will be permitted to use the marketing materials that the Owner may or may not provide to the Affiliate on the Affiliate's sites or offers that the Affiliate designates in the Affiliate Program Application. Any additional sites or entities will require additional submissions and approval through the Affiliate Program manager and or approval by Owner.


5. The Affiliate consents to the Owner monitoring the Affiliate's sites or offers to determine continued compliance with this agreement and the Terms of Service.

8. ANTI- SPAM POLICY

The Owner strictly forbids the use of unsolicited commercial email (UCE) or SPAM campaigns. The Owner maintain a Zero-Tolerance policy against SPAM, be it direct, third party or any Affiliate or recipient or similar agent acting on the Affiliate's behalf. As such, the Owner reserves the right to terminate any violating Affiliate's account or any part thereof, without notice or compensation. Any Affiliate found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to recipients that do not want the information or any other abuse contravening UCE legislation will be met as follows:

1. The Affiliate's account will be closed immediately, without burden of notice or compensation


2. Our Privacy Policy becomes forfeit, and all pertinent information will be provided to any investigating authorities or anti-spam organizations.


3. The Affiliate will be held accountable for any monetary damages suffered by the Owner, sustained through contravention of this Agreement. This will include but not limit to punitive damages related to lost clients and brand deterioration.

9. CUSTOMER SERVICE

1. The Owner will be responsible for handling all client inquiries, purchases, client billing and collection, product shipment relative to clients that enter the Owner's site through the links from the Affiliate's sites or offers. Pricing of the Vigaroo Products is totally within the Owners discretion and the Owner reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate or users accessing the Owner's site. The Owner's only responsibility to the Affiliate in this regard is to track leads and purchases that occur through the Affiliate's campaign ID and make reports to the receipt of the commissions due to the Affiliate as a result thereof.

10. COMPENSATION

1. Commissions will be paid to the Affiliate based upon a percentage of the net purchase made by clients into Vigaroo Business Partners through the Affiliate's campaign ID. Commissions will be calculated based upon 15% of the net purchase amount. Commissions will not be calculated based upon amounts that are attributable to fraud, credits given to clients, bad debt right-off and returned goods. The Owner reserves the right to deduct in subsequent months for any commission that the Owner paid that is for a Vigaroo Product that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.


2. The Owner reserves the right to change and amend the commission rate structure at any time, in the Owner's sole direction with proper notice to the Affiliate.


3. Commissions will only be paid on purchases that are tracked through the Affiliate campaign ID and indicate the Affiliate's campaign ID as the source of the purchase. The Affiliate has a right to commissions based upon subsequent sales for the life of the client, if the client was referred through the Affiliate's campaign ID.


4. The Owner will pay commission only upon collection of funds by the client for said purchase. The Affiliate has no right to commissions until the applicable client has paid the Owner in full via bank wire, ACH, personal check or cashier's check or credit card. Only purchases that are made through the Affiliate's campaign ID count towards commission calculations.


5. Commissions will be paid to the Affiliate on a monthly basis on or about the beginning of every month for purchase amounts received by the Owner during the previous month. The Owner does not guarantee an exact date of calculations for commissions or payments. All payments will be made via PayPal to the verified account on file. Note: All commissions will accrue each month. Once accrued commissions reach $100.00 USD, commissions will be paid via PayPal.

11. CUSTOMERS' PROVENANCE

The Affiliate shall have full rights to commissions on subsequent purchases that may be made by clients, as long as the client is under the Affiliate campaign ID. Additionally, all such clients and purchases will be subject to the Owner policies, procedures, rules and regulations and Affiliate has no right or authority to amend or offer any different offers relative to the purchase of products from the Owner's website. The Owner however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to the Owner's business and sale products at any time in its sole discretion.

12. TRADEMARKS AND COPYRIGHTS

1. The Affiliate will have a non- exclusive, limited term license to use the trademarks, logos, and copyrighted material that the Owner provided to the Affiliate foruse solely with their marketing campaigns. The Affiliate may use the images that the Owner specifically made available to the Affiliate. The Affiliate may use these images only for the purposes of promoting the Owner's website and products on their Affiliate sites or offers in compliance with the Affiliate Program Terms of Service. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies the Owner may create and amend from time to time regarding the Affiliate Program.


2. The Affiliate agrees that the Owner retains all right, title and interest in and all such materials provided. The Owner will retain all goodwill and other value associate with any of these materials. The Affiliate will not gain any trademark, copyright or other proprietary rights too such materials. The Affiliate agrees not to take any action that is contrary to or inconstant with the Owners rights to these materials. The Affiliate will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Owner or that paints the Owner in a false or negative light. The same applies to the Owners competitors. The Owner may revoke the limited license granted hereunder at any time in writing to the Affiliate. Upon termination or revocation, the Affiliate will immediately cease from any use this material.


3. The Affiliate grants the Owner a non- exclusive right and license to use the Affiliate's trademarks, trade names service marks, business names, web page titles, slogans, logos, earnings and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate participation in the Affiliate Program. The Affiliate represents and warrants to the Owner that no other competing party has any rights in and to any materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Affiliate represents and warrants to be the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same. The Affiliate represents to have the right, power, and authority to license said materials to the Owner as aforesaid and that the Affiliate is not under any legal or contractual limitation on the right to so license these materials. The Owner has no obligation to announce, advertise, market, or promote the Affiliate participation in the Affiliate Program, but reserves the right to do the same at its sole discretion.

13. REPRESENTATIONS AND WARRANTIES

The Affiliate hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Affiliate's entry of this Agreement is not prohibited by the terms of any document, not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.

14. TERM

The effectiveness of this Agreement shall not commence until the Affiliate is accepted by the Owner into the Affiliate Program. The effectiveness hereof and binding effect shall occur upon the acceptance of the Affiliate into the Affiliate Program. This agreement shall remain in full force and effect until terminated by the Affiliate or by the Owner. Either the Owner or the Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with the Agreement. Notices sent hereunder shall be via e-mail to the Affiliate at the e-mail address included in the Affiliated Program Application. Any and all notices to the Affiliate via e-mails at such address shall be deemed to be effective notice to the Affiliate for all purposes.

15. TERMINATION

The Affiliate will forfeit all right to receive past commissions that may have accrued to the Affiliate if this Agreement is terminated as a result of the Affiliate's failure to comply with the terms of this Agreement or any policies and procedure of the Affiliate Program Terms of Service that may be established and amended by the Owner in its discretion from time to time. If this Agreement is terminated for any other reason, the Affiliate will have a right to receive its accrued commissions through the effective date of termination. The Owner has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Affiliate is accurate and not subject to later adjustment for returns or any other reason. If following final payment the Owner determines that the amount of commissions that the Affiliate was paid were too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be debt from the Affiliate to the Owner and the Owner shall have all legal right to receive a refund of such overpaid commission from the Affiliate.

17. MODIFICATIONS

The Owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to the Affiliate. Notice of any changes may be given via e-mail to the Affiliate or by posting such changes in the Vigaroo Website. Such changes and modifications will take effect upon transmission of e-mail or posting on the Affiliate Website. The Affiliate may terminate participation in the Affiliate Program in the event that any of these modifications are unacceptable to the Affiliate and such termination shall be the Affiliate sole and exclusive remedy. In the event that the Affiliate continues to participate in the Affiliate Program following such modifications, the Affiliate will be deemed by the Affiliate continued participation to accept any and all such changes.

18. LIABILITIES

1. THE OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE RECIPIENT'S WEBSITE. FURTHERMORE, THE OWNER SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE PROGRAM, THE AFFILIATE PARTICIPATION IN THE AFFILIATE PROGRAM, THE AFFILIATE ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON- INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER'S COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS AFFILIATE CAMPAIGN ID TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.


2. THE OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE AND TOOK NO ACTION TO PREVENT SAME.


3. Without limiting the forgoing, the Owner total liability for any damages arising hereunder shall never exceed the total commission paid and payable by the Owner pursuant to the terms hereof.

19. CONFIDENTIALITY

Affiliate shall by the only entity to have access to the Vigaroo Website and the Affiliate may not expose confidential, proprietary or intellectual property contained within Vigaroo Website. All such confidential and proprietary information shall be subject to the terms and conditions of the Non-Disclosure Agreement, as annexed in Schedule A hereof. In the event that any information is disclosed to the Affiliate through Affiliate participation in the Affiliate Program related in any way to the Owner company and business which the Owner deem to be confidential and proprietary, the Affiliate agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Affiliate's own purposes. Confidential information will include any information regarding the Owner changes or modifications to this agreement or this Affiliate Program (which the Owner shall have no obligation to make) or any special treatment that the Affiliate may receive (which the Owner reserves the right to provide in its sole discretion to any affiliate). Confidential information shall include any and all information related to the Owner's business, business plans, marketing plans, user statics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Owner considers to be confidential and proprietary.

20. PROPRIETARY RIGHTS

1. The Affiliate acknowledges they have no right to interest in clients, potential clients or business relationships developed or resulting from the services performed hereunder, or any of the client lists, documents, reports or other materials created by, used, or viewed by the Affiliate in connection with such services.


2. Non-Compete, During the term of this agreement and for a period of FIVE YEARS after the termination of services by Affiliate or Owner, Affiliate (including any partnerships, entities, websites or other business venture of which Affiliate has an interest in):1 May NOT use the word or name "VIGAROO" in any venture in which one of the primary purposes are the sales of precious metals, 2, May NOT conduct any business or services directly or indirectly related to the sales of precious metals from or within the United States and 3, May NOT sell, rent, 301 re-direct any sites or offers to any competing parties or companies (including any partnerships, entities, websites or other business venture of which Affiliate has an interest in) that were used to generate traffic to the Affiliate Program; all traffic sites and offers are tracked by Owner and upon termination of services a complete list can be provided upon request. Owner is entitled to seek and obtain a court ordered injunction against Affiliate (or any venture in which Affiliate is a principal constituent or involved in), and should Owner prevail, Affiliate shall be liable for all attorney's fees and costs incurred by Owner in seeking the injunction.


3. Conflicts of Interest; Non-hire Provision, The Affiliate represents that they are free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Affiliate and any third party. Further the Affiliate, in rendering their services shall not utilize any client list, discovery, or trade secret in which they do not have a proprietary interest. The Affiliate shall not perform the same services or be an employee, agent, affiliate or partner for any other competing parties and or companies within the precious metals industry while promoting the Affiliate Program for Owner. During the term of this Agreement, and for a period of THREE YEARS following any termination, the Affiliate shall not, directly or indirectly hire, solicit, or encourage to leave the Affiliate Program any such affiliates, employees, consultants, agents or partners of the Owner or hire such affiliates, employees, consultants, agents or partners who have left the Affiliate Program or contractual engagement within THREE YEARS of such engagement. Owner is entitled to seek and obtain a court ordered injunction against Affiliate (or any venture in which Employee is a principal constituent or involved in), and should Owner prevail, Affiliate shall be liable for all attorney's fees and costs incurred by Owner in seeking the injunction.


4. During the period of Affiliates services with Owner and for a period of THREE YEARS following the termination of Affiliates services, regardless of the reason for termination. Affiliate shall not directly or indirectly through any other entity, partnership, ect. induce or encourage any customer, client, affiliate, employee, consultants, agents, partners and or any other business relation of Owner to cease or reduce business with Owner or in any way interfere with the relationship between any such customer, client, affiliate, employee, consultants, agents, partners and or any other business relation.

21. INDEMNIFICATION AND WARRANTIES

The Affiliate herby indemnifies and holds the Owner, and all other stockholders, officers, directors, employees, contractors, affiliates, agent, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demand, settlements including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon the Affiliate's participation in the Affiliate Program, any claim related directly or indirectly to the Affiliates use, operation or to Affiliate use, operation or the content of the Affiliate's sites or offers. The Affiliate warrants that:

1. The services shall be performed in accordance with, and shall not violate, applicable laws, rules or regulations, and standards prevailing in the industry and the Affiliate shall obtain all permits or permissions, required to comply with such laws, rules and regulations.


2. The marketing material shall be original, clear, and presentable in accordance with generally applicable standards in the industry; The marketing materials will not contain libelous, injurious, or unlawful material and will not violate or in any way infringe upon the personal or proprietary right of third parties, including property, contractual, trade secrets, proprietary information, and nondisclosure rights, or any trademark, copyright, or patent, nor will they contain any format, instruction, or information that is inaccurate, or injurious to any company, person, computer system, or machine; the Affiliate will perform the services in accordance with the specifications established by the Owner


3. The Affiliate represents and warrants that it has full power of authority to enter into and perform obligations under this Agreement; this Agreement is a legal, valid and binding obligation of the Owner, enforceable against it in accordance with the terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies) entering into this Agreement will not violate the Charter or By-Laws of the Owner or any material contract to which it is a party. The Affiliate shall comply will all of the Owner's standards and procedures, when promoting the Affiliate program through sites or offers, including without limitation, standards relating to security.

22. GOVERNING LAW

This Agreement shall be interpreted under the laws of the State of California. Any and all legal actions relative hereto shall be in the courts of the County of Los Angeles, State of California applicable to contracts made and fully performed therein, and the state and federal courts located in California shall have exclusive jurisdiction of all suits and proceedings arising out of or in connection with this agreement. Both parties hereby submit to the jurisdiction of said courts for purposes of any such suit or proceeding, and waive any claim that any such forum is an inconvenient forum.

23. RELATIONSHIP OF THE PARTIES

The parties hereto are independent contractors and nothing herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, agent/ servant. The Affiliate has no power or authority to bind the Owner to any obligation, agreement, debt, or liability. The Affiliate shall not hold itself out as an agent or representative of the Owner.

24. NOTICES

Notices to the Owner shall be by certified mail, return receipt requested addressed to the address contained in this Agreement, or such other address that the Owner provides notice of to the Affiliate via e-mail or by posting the same on the Vigaroo Website. Notices to the Affiliate shall be by e-mail addressed to the e-mail address that the Affiliate provided to the Owner in the Affiliate Program Application or by posting such notices on the Vigaroo Website. It shall be the Affiliate's responsibility to check the Vigaroo Website of the Owner periodically to monitor all notices set forth thereon.

25. ASSIGNMENT

This Agreement is only for the benefit of the party that the Affiliate list in the Affiliate Program Application. The Affiliate shall not have the right to assign this Agreement or any benefits or obligation hereunder to any party or legal entity. Any attempted assignment shall be void. Furthermore Affiliate agrees to be held personally responsible and liable if any legal dispute were to arise from the Affiliate Program even if said Affiliate is being paid through a business entity.

26. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein. If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.