.

Rules and Regulations

This Agreement contains the complete terms and conditions that apply to an individual's participation in the FundingFactory Ambassador Network (FAN). As used in this Agreement, "we" means ERS Operations LLC, the owner of FundingFactory.com and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to FundingFactory's website located at the URL www.fundingfactory.com, or to the site(s) that you will post information on that will link to our site.

Enrollment in FAN
To begin the enrollment process, you will submit a complete FAN application on this site. FundingFactory will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application for any reason.

We reserve the right to terminate the agreement at any point if it is determined that you are posting inappropriate information or content while participating with FAN.

Links
As a FAN participant, we will provide to you a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, you may display as often and in as many areas as you desire. The Links will serve to identify your postings as a member of FAN and will establish a link from your post(s) to the FundingFactory site.

Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 4 and such other images for which we grant express permission, solely for the purpose of identifying information you post online as a member of FAN to assist in generating referral commissions. You may respectably modify the graphic image or text, or any other of our images in order to promote FundingFactory. 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.

Commissions
FundingFactory will pay FAN members a commission of $75 for every educational or nonprofit organization that visits the FundingFactory website, subsequently enrolls in the Recycling Program as a result of your link and sends to FundingFactory at least one box of qualifying cartridges or cell phones within 12 months of registration. Visitors do not need to enroll in the Recycling Program immediately for you to receive your commission. If a visitor enrolls in the Recycling Program within 30 days of visiting your link and completes the requirements, you will receive the full commission for that enrollment. Furthermore, you will receive a commission of $.10 per qualifying cartridge that is shipped by the referred participating organization. These commissions shall be paid for a term of 12 months commencing with the first shipment by the referred participating organization. A qualifying cartridge or qualifying cell phone is defined as any cartridge or cell phone having a FundingFactory point value of one or greater. Point values are determined at the sole discretion of FundingFactory and are posted on the Qualifying List. Point values fluctuate based on market conditions. FundingFactory reserves the right to change the amount of the commission at any time by notifying the FAN member in writing 30 days prior to the time of the change.

Payments for referrals and subsequent commission will be paid quarterly.

Responsibility for Your Posts
You will be solely responsible for the development, operation, and maintenance of your posts on blog sites, forums and other available spaces online. For example, you will be solely responsible for:

  1. the technical operation of your posted links and graphics.
  2. the accuracy and appropriateness of posted materials.
  3. ensuring that materials posted do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
  4. ensuring that materials posted are not libelous or otherwise illegal.

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 posted information.

You hereby agree that your posts will not, in any way, copy or resemble the look and feel of our website nor will you create the impression that your posted information is a part of our site. You also hereby agree that your posts will not contain any content of our site or any materials which are covered by US copyright law, except (i) with our prior permission, or (ii) materials which are obtained by you via the FundingFactory.com FAN area in accordance with the provisions hereof or the policies or instructions thereon. You further hereby agree that if you maintain a website or blog that your domain name does not and will not contain the words "FundingFactory," "FundingFactory.com," or any variation thereof.

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 commissions paid or payable to you under this Agreement.

Representations and Warranties
You hereby represent and warrant to us as follows:

  1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
  2. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
  3. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.
  4. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
  5. You are an adult of at least 18 years of age.

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. 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.

Governing Law
This Agreement will be governed by the laws of the United States and the State of Pennsylvania without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Erie, Pennsylvania, and you irrevocably consent to the jurisdiction of such courts. 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 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 a provision or any other provision of this Agreement.