Affiliate Agreement

Welcome to the Vessage Affiliate Agreement ("Agreement"). This Agreement sets forth the terms and conditions under which Vessage.com makes the Vessage Affiliate Program ("Affiliate Program") available to you. By becoming a Vessage Affiliate and using the Affiliate Program you expressly agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole recourse is not to participate in the Affiliate Program.

Vessage.com reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Vessage.com Web Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Affiliate Program. Your continued participation in the Affiliate Program following posting of a change notice or new agreement on the Vessage.com Web Site will constitute binding acceptance of the changes.

1. General Rules

1.1 The Vessage.com Terms of Service is incorporated herein by this reference. As an Affiliate you will continue to be bound by the Vessage.com Terms of Service. For purposes of clarity, the Affiliate Program is deemed part of the "Vessage.com Services," and all initially-capitalized terms not defined in this Agreement shall have the meaning set forth for such term in the Terms of Service and/or the Privacy Policy, and any disputes you may have resulting from your participation in the Affiliate Program will be subject to confidential binding arbitration in accordance with Section 12 of the Terms of Service. In the event of an inconsistency between this Agreement and the Vessage.com Terms of Service this Agreement shall control.

2. Becoming a Vessage Affiliate

2.1 Eligibility. Vessage.com will only knowingly provide the Affiliate Program to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may participate in the Affiliate Program only under the supervision and consent of a parent or legal guardian who agrees to be bound by this Agreement. The Affiliate Program is not intended for children under the age of 13.

2.2 Opening an Account. To become an Affiliate and have the right to participate in the Affiliate Program, you must enroll in the Affiliate Program by opening an Affiliate account ("Account") with Vessage.com through its online registration process.
2.3 Contact Information. You must provide Vessage.com with accurate and complete contact and payment information when you open an Account. You must immediately notify Vessage.com if any of your contact or payment information changes. If you do not provide Vessage.com with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Affiliate Program.

3. Your Obligations

3.1 You must use the Affiliate Program in a manner that demonstrates common sense and respect for the rights of Vessage.com and third parties.

3.2 Special Links. As a member of the Affiliate Program, Vessage.com will provide you with special "tagged" link formats ("Special Link(s)") to be used in linking to the Vessage.com Web Site. The Special Links will permit tracking, reporting, and commission calculations. You must ensure that each of these links properly utilize the Special Link formats. You will only earn commissions on activities occurring on the Vessage.com Web Site if such activity was originated from properly formatted Special Links. Vessage.com will not be liable to you for any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts, which may otherwise be paid to you pursuant to this Agreement.

3.3 Use of Special Links. Vessage.com will provide you with the Special Links and graphical artwork to use in linking to the Vessage.com Web Site. You must use the Special Links in accordance with the terms and conditions in this Agreement. The Special Links will include, without limitation, one or more of the following types of links to the Vessage.com Web Site:
(a) Portal Page Links
(b) Category Links
(c) Search Results Link
(d) Banner Links
(e) General Link To Vessage.com Home Page
(f) Product Links

4. Customers Purchasing Via the Affiliate Program.

4.1 Subscription Processing and Reporting. Vessage.com will process all subscriptions placed by customers who follow Special Links to the Vessage.com Web Site ("Customers"). Vessage.com reserves the right to reject orders that do not comply with any requirements that Vessage.com has and may periodically establish. Vessage.com will be responsible for all aspects of order processing and fulfillment. Among other things, Vessage.com will prepare order forms, process payments and handle customer service. Vessage.com will track sales made to Customers who purchase subscriptions using Special Links from your web site to the Vessage.com Web Site.

4.2 Customers. Customers who buy subscriptions through the Affiliate Program will be deemed to be customers of Vessage.com. Accordingly, all of the Vessage.com rules, policies, and operating procedures concerning customer orders, customer service and product sales will apply to those Customers. Vessage.com may change the Vessage.com policies and operating procedures at any time. Product prices and availability may vary from time to time, and such price changes may affect subscriptions that you already have listed on your web site. Vessage.com will use commercially reasonable efforts to present accurate information, but Vessage.com cannot guarantee the availability or price of any particular product.

5. Affiliate Commissions and Reporting.

5.1 Affiliate Commissions. Vessage.com will pay you commissions in accordance with this Agreement and the Payment of Commission Schedule ("Commissions"). Vessage Affiliates can earn commissions on the following types of transactions:
(a) Vessage.com will pay you a 10% commission on qualifying sales originating from Special Links on your web site. 

5.2 Payment of Commissions.
(a) Tax Information. In order to receive your Commissions you must provide your taxpayer information to Vessage.com as required by the IRS. If Vessage.com does not have your current taxpayer information on file for a particular year, payments due to you under this Agreement will not be made until December 31st of such year, and all of such payments will be subject to a 30% backup withholding which will be submitted to the IRS.
(b) Payment Terms. Vessage.com will pay you Commissions on a monthly basis. Within 60 days following the end of each calendar month, Vessage.com will send you a check for the Commissions you have earned for the relevant month. However, if the Commissions payable to you for any month are less than $25.00, Vessage.com will hold your Commissions until the total amount due is at least $25.00 or until this Agreement is terminated.
(d) Processing Fees. If Vessage.com owes you accrued Commissions that are less than $25.00 for at least 365 days, then Vessage.com may send you payment of such accrued Commissions minus a $5 processing fee. If the amount of accrued Commissions is under $5 for at least 365 days, such amount will be used to cover Vessage.com's administrative costs and no payment will be made to you.
(f) Termination Fees. If you or Vessage.com terminate your Account, and you have less than $25 in accrued but unpaid Commissions then outstanding, Vessage.com may charge you a $5 processing fee when sending you your final payment to cover its administrative costs.

6. Identifying Yourself As An Affiliate.

6.1 Logo. Vessage.com will make available to you a small graphic image that identifies you as a Vessage Affiliate Program participant. You must display this logo or the phrase "In affiliation with Vessage.com" somewhere on your web site or web space. Vessage.com may modify the text or graphic image of this notice from time to time. In addition, Vessage.com encourages (but does not require) you to include a Special Link on your web site to the Vessage.com home page at http://www.Vessage.com.

6.2 All other Communications. Except as provided for in the Affiliate Guidelines, you may not make any press release with respect to this Agreement or your participation in the Affiliate Program without Vessage.com's prior written consent, which may be given or withheld in its sole discretion.

7. Limited Licenses.

7.1 Vessage.com License to You of Logo and Links. Vessage.com grants you a limited nonexclusive, nontransferable, revocable right to use the graphic images and text provided to you by Vessage.com, for use on your web site or web space, solely for the purpose of identifying your web site or web space as an Affiliate Program participant and to assist in generating Commissions. In addition, Vessage.com grants you a limited, nontransferable, nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating Special Links connecting your web site or web space to the Vessage.com Web Site and promoting the sale of subscriptions on the Vessage.com Web Site. All product images must be served by the Vessage.com Web Site and cannot be used in any form other than the form provided by Vessage.com. You may not modify the graphic images or text, or any other of the Vessage.com images, in any way. Vessage.com may revoke your license at any time by giving you written notice. Vessage.com reserves all of its rights in the graphic images, text, any other images, Vessage.com trade names and trademarks, and all other intellectual property rights. Any and all rights in and to Vessage.com's intellectual property shall inure to the benefit of Vessage.com.

8. Indemnification.

As you are bound by the Terms of Service in using the Affiliate Program, you must indemnify, defend and hold Vessage.com harmless for any claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Affiliate Program in accordance with Section 9 of the Terms of Service. You must also indemnify, defend, and hold Vessage.com harmless based on any claim alleging facts that, if true, would constitute a breach of this Agreement. You also agree that covered claims under this indemnity obligation shall include, without limitation (a) any claim that Vessage.com's use of any images provided via your web site or web space infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; and/or (b)any claim related to your web site, including, without limitation, content therein not attributable to Vessage.com. Vessage.com may withhold any Commissions that it owes you if you have to indemnify Vessage.com.

9. Term and Termination.

9.1 Term. The term of this Agreement will begin upon Vessage.com's acceptance of your Affiliate Program application and will end when terminated by either party.

9.2 Vessage.com Termination. In its sole discretion, with or without notice to you, Vessage.com may terminate your participation in the Affiliate Program and terminate your Account. If Vessage.com determines, in its sole discretion, that you are abusing the system, the Vessage.com Service and/or the Vessage Affiliate Program, Vessage.com may (without limiting any other rights or remedies available to it) withdraw your participation and withhold any Commissions payable to you.

9.3 Your Termination. You may terminate your Account for any reason at any time by emailingVessage.com.  Include your name, email address, and phone number.

9.4 Effect of Termination. You can only earn Commissions during the term of the Agreement, and Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. Vessage.com may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your web site, all links to the Vessage.com Web Site, product images from the Vessage.com database, all Vessage.com trademarks, trade dress and logos, all Special Links, and all other materials provided by or on behalf of Vessage.com to you pursuant hereto or in connection with the Affiliate Program.

Terms of Service

Welcome to the Vessage.com website, which is located at Vessage.com (the "Website"). This Terms of Service ("TOS") contain the terms and conditions that govern your use of the Website and the Vessage.com Service (as defined below). This TOS describes your rights and responsibilities and what you can expect from the Vessage.com Service. Use of the Vessage.com Website constitutes your acceptance of and agreement to this TOS.

Vessage.com reserves the right to add, delete and/or modify any of the terms and conditions contained in this TOS, at any time and in its sole discretion, by posting a change notice or a new agreement on the Vessage.com Website. In the event of substantive changes to this TOS, you may be notified by email. If any modification is unacceptable to you, your only recourse is to not use the Website and the Vessage.com Service. Your continued use of the Vessage.com Website following posting of a change notice or new TOS on the Vessage.com Website will constitute binding acceptance of the changes.

1. The Vessage.com Service.

Vessage.com provides a number of Internet-based services through the Website (all such services, collectively, the "Vessage.com Service"). One such service enables users to post and search for available loads and trucks. (collectively, "Subscriptions"). Vessage.com users may create and purchase individual Subscriptions for their own use or sell Subscriptions through their own page on the Website ("Shops"). Vessage.com allows all users to browse the Website and purchase Subscriptions from the Shops. Vessage.com may offer a number of other services on its Website, including without limitation, message boards, contests, and newsletters, which may change from time to time.

2. Use of the Web Site and Vessage.com Service.

2.1 Eligibility. Vessage.com will only knowingly provide the Vessage.com Service to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may use the Vessage.com Service only under the supervision of a parent or legal guardian who agrees to be bound by this TOS. The Vessage.com Service is not intended for children under the age of 13.

2.2 Compliance with TOS and Applicable Law. You must comply with all of the terms and conditions of this TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the Vessage.com Service and the Website.

2.3 Your License to Use the Web Site and the Vessage.com Service.
(a) Vessage.com solely and exclusively owns all intellectual property and other rights, title and interest in and to the Vessage.com Service and Website, except as expressly provided for in these TOS.
(b) Vessage.com grants you a limited revocable license to access and use the Website and the Vessage.com Service for its intended purposes, subject to your compliance with this TOS. This license does not include the right to collect or use information contained on the Website for purposes prohibited by Vessage.com; to compete with Vessage.com; to create derivative works based on the content of the Website; or download or copy the Website (other than page caching). If you use the Website in a manner that exceeds the scope of this license or you breach this TOS, Vessage.com may revoke the license granted to you.

2.4 Third-Party Services. Vessage.com may use third parties to provide certain services accessible through the Website. Vessage.com does not control those third parties or their services, and you agree that Vessage.com will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as this TOS when you use those services. If any such terms or policies conflict with Vessage.com's TOS, agreements or policies, you must comply with Vessage.com's TOS, agreements or policies, as applicable.

3. General Rules.

3.1 Prohibited Use. You may only use the Vessage.com Service as expressly permitted by Vessage.com. You may not cause harm to the Website or the Vessage.com Service. Specifically, but not by way of limitation, you may not: (i) interfere with the Vessage.com Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Vessage.com Service; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Website, except in the operation or use of an internet "search engine", hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the Vessage.com Service; (v) impersonate another person or entity; (vi) use any meta tags, search terms, key terms, or the like that contain Vessage.com's name or trademarks; (vii) engage in any activity that interferes with another user's ability to use or enjoy the Vessage.com Service; or (viii) assist or encourage any third party in engaging in any activity prohibited by this TOS.

4. Reservation of Rights.

4.1 Monitoring. Vessage.com reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Website. If Vessage.com determines, in its sole and absolute discretion, that you or another Vessage.com user will breach a term or condition of this TOS or that such transaction or communication is inappropriate, Vessage.com may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

4.2 Modification of the Service. Vessage.com reserves the right to modify the organization, structure or "look and feel" of the Vessage.com Service or the Website, and may change, suspend, or discontinue any aspect of the Vessage.com Service at any time without any liability to you or any third party. Vessage.com shall have complete discretion over the features, functions, prices and other terms and conditions on which the Vessage.com Service is offered to Vessage.com users.

5 Submissions.

When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information ("Submissions"), you grant Vessage.com permission to use such Submissions for marketing and other promotional purposes, including the right to sublicense. You agree that Vessage.com will have no obligation to keep any Submissions confidential. You will not bring a claim against Vessage.com based on "moral rights" or the likes arising from Vessage.com's use of a Submission. This Section does not apply to your Content that you use in connection with the Create & Buy Service or Shopkeeper Service.

6. Representations and Warranties.

6.1 Mutual Representations and Warranties. You represent and warrant to Vessage.com and Vessage.com represents and warrants to you: (i) that you or it has the full power and authority to enter into and perform under this TOS, (ii) the execution and performance of your or its obligations under this TOS does not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and (iii) this TOS is a legal, valid and binding obligation of the party entering into this TOS, enforceable in accordance with its terms and conditions.

6.2 By You. You represent and warrant to Vessage.com that, in your use of the Vessage.com Service, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party, and (ii) will comply with all applicable laws, rules, and regulations. You further represent and warrant to Vessage.com that: (i) there are no claims, demands or any form of litigation pending, or to the best of your knowledge, threatened with respect to any of your Content; (ii) Vessage.com will not be required to make any payments to any third party in connection with its use of your Content, except for the expenses that Vessage.com incurs in providing the Vessage.com Service; (iii) the use of any instructions, formulae, recommendations, or the like contained in your Content will not cause injury to any third party; and (iv) your Content does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

7. Disclaimers and Exclusions.

DISCLAIMER OF WARRANTIES. VESSAGE.COM PROVIDES THE WEBSITE AND VESSAGE.COM SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. VESSAGE.COM DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, VESSAGE.COM SERVICE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. VESSAGE.COM MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TOS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

8. Limitation of Liability.

LIMITATION OF LIABILITY. VESSAGE.COM WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE VESSAGE.COM SERVICE OR THIS TOS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS TOS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS TOS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS TOS EXCEED THE GREATER OF (i) THE AMOUNT PAID BY VESSAGE.COM TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.

9. Indemnification.

You must indemnify and hold Vessage.com and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Parties alleging that you have breached any provision of this TOS through any act or omission. If you have to indemnify Vessage.com under this Section, Vessage.com will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Vessage.com's express written permission.

10. Termination.

10.1 Termination. In its sole discretion, with or without notice to you, Vessage.com may: (i) suspend, limit your access to or terminate your use of the Website and/or the Vessage.com Service, (ii) suspend, limit your access to or terminate your account, (iii) remove any of your Content from Vessage.com's servers and directories and (iv) prohibit you from using the Vessage.com Service and/or the Website.

10.2 Survival. Notwithstanding Section 10.1 above, this TOS will survive indefinitely unless and until Vessage.com chooses to terminate this TOS.

10.3 Effect of Termination. If you or Vessage.com terminates your use of the Website or the Vessage.com Service, Vessage.com may delete any Content or other materials relating to your use of the Vessage.com Service on Vessage.com's servers or otherwise in its possession and Vessage.com will have no liability to you or any third party for doing so.

11. Notice.
All notices required or permitted to be given under these TOS will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Vessage.com, you must use the following addresses: 1392 Clearwater Dr., Oconomowoc, WI 53066, support@Vessage.com. If Vessage.com provides notice to you, Vessage.com will use the contact information provided by you to Vessage.com. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated. If applicable law requires that a given communication be "in writing," you agree that email communication will satisfy this requirement.

12. Dispute Resolution.
All disputes arising out of, relating to or connected with these TOS or your use of any part of the Vessage.com Service will be exclusively resolved under confidential binding arbitration held in Waukesha County, WI, before and in accordance with the Rules of the American Arbitration Association, by a sole arbitrator applying Wisconsin law (without regard for conflicts of law principles). The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. Any action to enforce an arbitrator's award will be brought in a federal or state court located in Waukesha County, Wisconsin. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and Wisconsin State courts in Waukesha County. Notwithstanding anything to the contrary in this Section 12, Vessage.com may seek equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competent jurisdiction.

13. Miscellaneous.
These TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of California without reference to conflict of law principles. This TOS is not assignable or transferable by you without the prior written consent of Vessage.com. This TOS (including all of the policies and other Agreements described in this TOS, which are incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. You and Vessage.com are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this TOS. The invalidity or unenforceability of any provision of this TOS will not affect the validity or enforceability of any other provision of this TOS, all of which will remain in full force and effect.