Operating Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in YoorGooRoo services, Balevullin Limited (the "Program"). As used in this Agreement, "we", "us", or "our" means YoorGooRoo Services, Balevullin or any of our affiliate companies, as the case may be, and "you" means the applicant. "YoorGooRoo Site" means the site that has its primary home page identified by the URL www.yoorGooRoo.com, and "site" means a World Wide Web site. "Your site" means any site that you will link to the yoorGooRoo.com Site (and which you will identify in your Program application). Save for our obligation to pay referral fees under Section 4, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulfilled by any of our Affiliates (defined below), on our behalf.

1. Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via the yoorGooRoo.com Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

  1. promote sexually explicit materials
  2. promote violence
  3. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
  4. promote illegal activities
  5. include "yoorGooRoo," any other trademark of yoorGooRoo.com, Inc. or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "yoorGooRoo.mydomain.com", "yourGooRoo.com" or "yoorGooRooauctions.net" would be unsuitable
  6. otherwise violate intellectual property rights.

By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.

2. Links on Your Site

Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the yoorGooRoo.com Site, to provide on your site one or more of the following types of links to the yoorGooRoo.com Site:

General Link to yoorGooRoo.com Site Home Page: You may provide a general link on your site to the home page of the yoorGooRoo.com Site.

GooRoo Links: You may select one or more GooRoos to list on your site using a variety of formats that we make available to you, such as text link format, graphical link format, customizable "widget" format, or "GooRoo preview" link format.

A "GooRoo" is any person listed on the yoorGooRoo.com Site that is fulfilled by us or on our behalf, or any GooRoo (a) services sold by a third party through a site linked to from the yoorGooRoo.com Site. For each selected GooRoo, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references.

You will provide a Special Link (as defined below) from each GooRoo reference on your site to the corresponding yoorGooRoo.com Site online catalog entry. Each such link will connect directly to a single GooRoo in our online catalog. You may add or delete GooRoos (and related links) from your site at any time without our approval.

You may not use Special Links to link to the GooRoo.com Site from references to products on your site that are not "GooRoos" as defined above.

YoorGooRoo Recommends Link: If your site qualifies (as determined by us in our sole discretion), you may place a YoorGooRoo Recommends link on your site to enable YoorGooRoo Services to serve recommended content based on your site's specialty or sales history directly to visitors to your site.

Search Results Link: You may provide a link on your site that will link to a particular search result on the yoorGooRoo.com Site, the parameters of which will be determined by you based on search generating alternatives we make available to you.

Any Page Link: You may provide a link on your site that will link to any particular page on the yoorGooRoo.com Site, provided that you properly use the special link formats provided on the yoorGooRoo.com Site as part of the Program to create such link.

Context Links: We may make available to you certain tools that, if you implement them on your site, allow us to analyze text on your site and convert certain words and phrases that we determine to be contextually relevant to certain GooRoos into links to the yoorgoo.com Site. You also may elect to implement Context Links in a manner such that when a user of your site scrolls over a Context Link, a small window will appear above the Context Link that gives the user a preview of the applicable linked-to GooRoo on the yoorGooRoo.com Site. By placing Context Links on your site, you acknowledge and agree that we may modify your site as described above and that your sole and exclusive remedy for any negative user impact resulting from such placement will be to cease implementing Context Links on your site and/or terminate this Agreement.

We will provide you with guidelines and graphical artwork to use in linking to the yoorGooRoo.com Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and the yoorGooRoo.com Site You must ensure that each of the links between your site and the yoorGooRoo.com Site properly utilizes such special link formats. Links to the yoorGooRoo.com Site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on the yoorGooRoo.com Site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

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

Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the yoorGooRoo.com domain name.

You also acknowledge that we (and our corporate affiliates) may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, or otherwise unavailable, etc.). Therefore, you agree that our corporate affiliates and we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).

You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.

Further, you acknowledge and agree that you will:

  1. not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the yoorGooRoo.com Site;
  2. ensure that any %u201CPrivacy Information%u201D link or YoorGooRoo trademark (either in logo or text form) that we include in a Special Link is not obscured in any way or made invisible to visitors of your site;
  3. use any data, images, text, or other information obtained by you from us or the yoorGooRoo.com Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement;
  4. not use any Content relating to any Excluded Merchant or any service sold by any Excluded Merchant;
  5. not modify or alter any Content that consists of a graphic image, other than to resize it;
  6. not edit any Content that consists of text, other than to shorten its length;
  7. not sell, redistribute, sublicense or transfer any Content;
  8. not use any Content in a manner intended to send sales to any site other than the yoorGooRoo.com Site;
  9. promptly delete any Content that is no longer displayed on the yoorGooRoo.com Site or that we notify you is no longer available for your use and
  10. not use any Content, including any name or likeness embodied therein, in a manner (e.g., a closely proximate placement to unrelated third party materials) that implies a person's or company's endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party or cause.

3. Referral Fees

We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customers must click-through a Special Link from your site to the yoorGooRoo.com Site. The session ends upon one of the following events:

  1. 24 hours elapses from the customer's initial click-through,
  2. the customer purchases the service, or
  3. the customer follows a third party's Special Link. We will only pay referral fees on eligible services after request, payment and lesson delivery have occurred.

To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the yoorGooRoo.com Site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and the yoorGooRoo.com Site are not properly formatted.

We will not, however, pay affiliate fees on any purchases made on site such as yoorGooRoo.com/partner where we have a revenue sharing agreement in place that partner.

In addition, you may not:

  1. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the yoorGooRoo.com Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access the yoorGooRoo.com Site);
  2. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
  3. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the yoorGooRoo.com Site;
  4. make any orders or subscription requests, or engage in other transactions of any kind on the yoorGooRoo.com Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
  5. take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
  6. other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the yoorGooRoo.com Site or otherwise around or in conjunction with the display of the yoorGooRoo.com Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action;
  7. attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the yoorGooRoo.com Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the yoorGooRoo.com Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site);
  8. attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program; or
  9. seek to purchase or register any keywords, search terms or other identifiers that include the word "yoorGooRoo" or variations thereof (for example "yoor", "GooRoo", etc.) ("Proprietary Terms") for use in any search engine, portal, sponsored advertising service or other search or referral service. From time to time we may request that you cause any applicable Web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to exclude Proprietary Terms from any keyword as mentioned above, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

4. Affiliate Fee Structure.

Subject to the other terms of this Agreement, you will earn 20% of "Qualifying Revenues" (revenues derived by us from customers as a result of sales of Qualifying Product units sold during sessions initiated through Special Links on your site, excluding:taxes separately stated and charged to the customer, service charges, rebates, credit card processing fees, returns and bad debt). If yoorGooRoo is subject to credit card charge backs or other deductions after payment of affiliate fee has been made to you yoorGooRoo.com reserves the right to deduct the affected payment(s) made to you from your account.

5. Identifying Yourself as an Associate

We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with yoorGooRoo" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).

6. Limited License

We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 6 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

7. Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

  1. the technical operation of your site and all related equipment
  2. ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site)
  3. creating and posting GooRoo descriptions on your site and linking those descriptions to the yoorGooRoo.com Site catalog
  4. the accuracy and appropriateness of materials posted on your site (including, among other things, all GooRoo-related materials and any information you include within or associate with Special Links)
  5. ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
  6. ensuring that materials posted on your site are not libelous or otherwise illegal
  7. ensuring that your site accurately and adequately discloses, 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 advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

8. Compliance with Laws

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, within your own country or within countries to who you send email including without limitation, the CAN-SPAM Act of 2003, and all other anti-spam laws.

9. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the yoorGooRoo.com Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the yoorGooRoo.com Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE YOORGOOROO.COM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

12. Limitation of Liability

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

13. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the yoorGooRoo.com Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

14. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

15. Miscellaneous

This Agreement will be governed by the Law of Scotland, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 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. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.