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Affiliate Terms and Conditions Agreement

This Agreement ("Agreement") governs the relationship between your company and glass.com. In this Agreement, we will refer to you, the affiliate company, and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors as "you" and to glass.com and its employees and agents as “Glass.com”. These terms and conditions may be supplemented by additional terms, conditions, policies, disclaimers, or notices disclosed to you in connection with your registration for or receipt of Services and may be changed at any time.

References made here to the glass.com website include any and all websites and apps now, or hereafter, owned or operated by glass.com.

What glass.com agrees.
1. With Respect to Lead Purchasing Members:
  1. Glass.com receives requests from consumers (its "consumers") for certain services. In turn, glass.com may send you a communication about such consumer’s expressed service request need (a "Lead"). We may also send your contact information to the consumer. The information we provide about you will be based on the information you submit on your Affiliate profile (which you may amend from time to time) and may include Consumer Ratings and Reviews, and may be amended by us from time to time. Leads may also be sent to other Affiliates based on the category of the consumer request.
  2. We have different tiers of Affiliates so that you can distinguish your business as a Regular or Premium Affiliate.
  3. We do not guarantee to provide you any specific number of Leads, nor do we make guarantees, representations or warranties regarding a consumer’s level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the consumers, or that any consumers will hire you to perform services, nor do we guarantee that you will successfully contact each consumer. We are not involved in, nor do we have any responsibility for your contracts with consumers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. Glass.com is free to contract with other Affiliates as this is not an exclusive contract, though any Lead sent to you generally will not be sent to any other Affiliate for a minimum of 4 business hours.
  4. We may provide consumers with the ability to rate their experience working with you via Consumer Ratings and Reviews.
2. With Respect to Other Services:
  1. You may purchase other services including advertising placement.
  2. You may link to the Affiliate non-linking page (the Dead-End page) as part of your Affiliate status. The page may not be altered or modified in any way.
What Affiliates Agree.

You agree to all terms and conditions of this Agreement and represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a glass.com Affiliate, and thereafter while this Agreement remains in effect, as follows:
1. You are a corporation or limited liability corporation duly organized and in good standing in your state of registration. You are qualified and capable of performing the services, trade, or tasks you selected on Affiliate Enrollment Screen or in your Affiliate Profile, and any subsequent amendments you make to your Consumer Profile.
2. You are, and at all times will be, properly and fully licensed bonded and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this), and further, that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. If you provide auto glass replacement services, you agree to follow the Automotive Glass Replacement Safety Standard ANSI/AGSC/AGRSS 003-2015 or later,  If your company is operating under a license with special restrictions you agree and represent that you will, at all times, operate within the guidelines as specified by such restrictions.
3. You will comply with the glass.com Affiliate requirements as specified from time to time. If these requirements are amended, you will be advised and provided the opportunity for a reasonable period of time as designated by glass.com to comply with any changes.
4. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, (ii) civil legal judgments within the last 3 years, and (iii) felony criminal convictions. If at any time during your time as a glass.com Affiliate you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify us. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your consumers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize us to verify that all of the above representations are truthful and accurate at any time while this Agreement remains in effect.
5. You agree to abide by and to follow the terms of the glass.com resolution process as amended from time to time and appearing on our Website. You will cooperate with us if we attempt to facilitate the resolution of any consumer complaints between you and your consumers; however we are not liable to you or any consumer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a consumer pursuant to a dispute between you and a consumer, or based upon your performance of or failure to perform services for a consumer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
6. If you provide any quotes to consumers via the glass.com website, such quotes are provided for informational purposes only. A consumer cannot contract with you via the glass.com website. In the event a consumer selects you on our website in response to a quote you provide (or schedules an appointment), such selection (or appointment) is merely an indication of the consumer's interest in contacting you, or being contacted by you.
7. If you provide written comments or testimonials about our service(s) or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Website or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Website, for use and posting on our Website and for use in marketing materials to be presented to consumers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing.
8. We reserve the right, in our sole discretion, to review, reject and remove any content that you upload to the Website or your Affiliate profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Website, and you represent that your uploading for display of any such content, and the use by glass.com of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of glass.com as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of glass.com.
9. By posting or providing any content on the glass.com Website, including but not limited to photographs ("Content"), you represent and warrant to glass.com that you own or have all necessary rights to use the Content, and grant glass.com the rights granted below. The forgoing representation includes, but is not limited to a representation and warranty that you own or have the necessary rights (including any necessary releases) to grant all rights granted below in relation to any persons, places or intellectual property pictured in any photographic Content that you provide. In addition, if you post or otherwise provide any Content that is protected by copyright, you represent that you have obtained any necessary permissions or releases from the applicable copyright owner. You hereby grant glass.com and its users a perpetual, irrevocable, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, edit, abridge, crop, create derivative works, perform, distribute, and place advertising near and adjacent to your Content on the glass.com Website, and on any other websites or apps owned or operated by glass.com. Nothing in this Agreement shall restrict any other legal rights we may have to the Content, for example under other licenses. Glass.com reserves the right to remove or modify Content for any reason, including Content that we believe violates this Agreement or our policies. You further authorize us and our affiliates, licensees, sub-licensees, and users, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now know or hereafter created) the Content, including, if submitted, your name, voice and likeness throughout the world, and such permission shall be perpetual and cannot be revoked for any reason. In the event your glass.com account is terminated, or if you remove any Content from your glass.com account, we may retain your Content and may continue to use any of your Content (pursuant to the license granted above). You acknowledge and agree that any Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.
10. You acknowledge and agree that all of the content and information posted on the glass.com Website, including but not limited to Affiliate profiles, screening information, and Consumer Ratings & Reviews for all Affiliates (excluding any logos or trademarked materials, or other intellectual property Affiliates provided by Affiliates), is the sole and exclusive property of glass.com. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Consumer Ratings and Reviews (including those relating to you and your business), or any other content posted on the glass.com Website, other than content provided directly by you. You represent and warrant that all of the information you provide to glass.com, including any and all information you include on your Affiliate page, is true and accurate. You acknowledge that a violation of any of the foregoing could result in significant damages, and you agree that you are liable to glass.com for any such damages, and will indemnify us in the event of any third party claims against glass.com based on or arising from your violation of the foregoing. You acknowledge and agree that glass.com has the right, in its sole discretion, to contact consumers about services you provide to gain their feedback and rating of you, and to display such Consumer Ratings and Reviews on our Website. We are not responsible or liable to you for any comments, ratings or communications of any kind from consumers that we choose to post on our Website.
11. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with glass.com, any consumer or other third party, including, but not limited to, disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. You agree and acknowledge that to knowingly share, distribute, transfer or sell a glass.com request or Lead, or other information contained therein, is a very serious breach of contract and a fraudulent matter that could result in the invasion of privacy rights of others, significant costs and damages to others and to glass.com. Responding to such a violation would also result in the loss of time, and in effort on our part. There may also be regulatory fines and penalties imposed for contacting consumers and businesses in a manner not in accordance with the applicable laws and regulations including but not limited to Federal and State Do-Not-Call regulations and Federal and State anti-spam regulations. Accordingly, if you knowingly share, distribute, transfer or sell a Lead or the information contained therein other than as expressly set forth in this Agreement, you agree to fully indemnify and be liable to glass.com, for all the damages, whether direct or indirect, punitive and consequential, and any regulatory or judicial fines or penalties that may arise from such activities.
12. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to consumers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Service Requests, or Leads provided by glass.com to any other party, including any other Glass.com Affiliates unless exclusively agreed to by prior written agreement between Glass.com and the Affiliate.
13. By becoming a glass.com Affiliate, and/or by inquiring about becoming a glass.com Affiliate or using other glass.com services, you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any Federal, State or other applicable "Do Not Call" list, and even if you have previously opted-out from receiving marketing emails from glass.com in order that we may provide the services set forth on our site, to service your account, to reasonably address matters pertaining to your account or for other purposes reasonably related to our business, including marketing related emails.
Fees.
1. You agree to be bound by the then applicable pricing plan provisions (all fees are stated and payable in US dollars) for any and all Leads presented to you (as further described on the Website. You will pay glass.com applicable non-refundable fees which may include: (i) an Enrollment/Screening Fee; (ii) Lead Fees, as set forth in the Lead Fee Schedule, for consumer Leads sent to you, (iii) Administrative Fees. Glass.com reserves the right to charge your credit card for any fees immediately upon receipt of your credit card information by you or your representatives.
2. b. Lead Fees. You agree that payment for Lead Fees will be made by Glass.com initiating an ACH transfer or processing your credit card. Processing may or may not be handled by a third-party (for Canadian SP's, credit card only) on the first day of each month for the previous month's activity. An invoice item is added to your monthly bill at the time that a lead is submitted by the consumer, whether the lead is confirmed within the Affiliate dashboard or not. From time to time, adjustments may be made which require payments at other time periods. You may view a statement of your monthly lead activity on your Glass.com Dashboard. We may, in our sole discretion, issue you a credit ("Credit"), provided, however, that any and all Credits must be requested by you within 30 days of the date that the charge was incurred. Credits that are issued to an Affiliate account will be issued as store credits, which will be applied toward future charges to your account. Credits will expire, if not used, eighteen months after the date the Credit was issued. All Lead Fees constitute advertising fees paid by you to Glass.com and are in no way, referral commissions based upon your successful completion of services.
3. Subscription Fees; License Fees; Other Recurring Fees.
  1. For purchases of a subscription membership (monthly or annually), you shall pay such fees on a monthly, quarterly or annual basis, as applicable. You agree that payments will be made by glass.com initiating an ACH transfer or processing your credit card, in advance, on a monthly, quarterly or annual basis, as applicable.
  2. AUTOMATIC RENEWAL OF SUBSCRIPTION; After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period (each a "Renewal Term"), at the renewal price communicated to you at the time your purchased your initial subscription ("Renewal Price"), unless Glass.com provides you with at least fifteen (15) advance notice of a change in your Renewal Price. You agree that your account will be subject to this automatic renewal feature. If you want to change or terminate your Affiliation, you may do so solely by contacting Glass.com at hello@glass.com. If you cancel your Affiliation, your Affiliate status must remain active until the end of your then-current Affiliate term; your Affiliate status will not be renewed after your then-current term expires, and you won't be eligible for any refund of any portion of the Affiliate fee paid for the then-current subscription period. By subscribing, you authorize Glass.com to charge your provided payment method now, and again at the beginning of any Renewal Term. You also authorize Glass.com to charge you for any sales or similar taxes that may be imposed on your subscription payments. Upon the renewal of your subscription, if Glass.com does not receive payment from your payment method or payment method provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that Glass.com may either terminate or suspend your subscription and continue to attempt to charge your payment method until payment is received.
4. Discounts. When you purchase multiple Affiliations, you may be eligible for certain discounts, as set forth on the then-current pricing plan, provided, however, that cancellation of a product/service for which you have received a discount, may result in the discount being rescinded retroactively for the remaining products/services, and an immediate additional payment to be charged to your method of payment.
5. You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your glass.com profile, and all contact and billing information, are kept up-to-date and accurate. Glass.com is not responsible, or liable, for undelivered consumer notifications. You agree to promptly notify us if your payment method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your payment method). In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer.
6. You acknowledge that you will not receive a detailed account statement by accessing your Affiliate Dashboard. Any returned payments will incur a $20 fee per transaction.
7. Any disputes about charges to your account must be submitted to glass.com in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not made within the 30 day period, and all such charges will be final and not subject to challenge.
8. No fee is due or payable to the extent such fee is in violation of any applicable law.
9. Glass.com is not obligated to refund to you any amounts of prepaid Lead Fees or other prepaid fees such as subscription fees, except solely in the event you rescind or terminate your subscription within the seventy two (72) hour period following your agreement to purchase a subscription.
10. You authorize glass.com to charge you for any sales or similar taxes that may be imposed on your Affiliate payments, lead fees, or any other fees charged by glass.com.
Indemnification; Limitation of Liability; Disclaimer of Warranties.
1. Indemnification. You shall fully protect, indemnify and defend glass.com and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns ("Indemnified Parties") and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys' fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to any of your work for or dealings with any consumers, or your services, representations, advertising, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) as provided in this Agreement, regardless of cause or of any fault or negligence of glass.com or the indemnified parties and without regard to cause or to any concurrent or contributing fault, string liability or negligence, whether sole, joint or concurrent, active or passive by glass.com or the indemnified parties.
2. Limitation of Liability. In no event are we liable to you or any consequential, indirect, incidental, punitive or special damages, lost revenue, lost profits or loss of goodwill. In no event will the total aggregate liability of glass.com to you exceed the amount of fees actually paid by you to glass.com during the preceding 12 months, regardless of the basis or form of the claim.
ARBITRATION and Governing Law.
1. The exclusive means of resolving any dispute between you and glass.com or any claim made by you or glass.com arising out of or relating to your use of this Website and/or glass.com's services (including any alleged breach of these Terms and Conditions) shall be Binding Arbitration by a company on the glass.com List of Approved Arbitrators. You may not under any circumstances commence or maintain against glass.com any class action, class arbitration, or other representative action or proceeding.
  
  *NOTICE OF RIGHTS*
2. By using the Website and/or glass.com’s services in any manner, you agree to the above arbitration agreement. In doing so, you give up your right to go to court to assert or defend any claims between you and glass.com. You also give up your right to participate in a class action or other class proceeding. Your rights will be determined by a neutral arbitrator, not a judge or jury. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. 
3. Any proceeding to enforce this arbitration provision, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration provision is for any reason held to be unenforceable, any litigation glass.com may be commenced and adjudicated only in the court in the Commonwealth of Virginia, County of Stafford.
4. These Terms and Conditions, and any dispute between you and glass.com, shall be governed by the laws of the Commonwealth of Virginia, County of Stafford without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
Other Terms.
1. This Agreement, and the glass.com Fee Schedule, may be changed from time to time and you agree to be bound by any changes that are posted on the glass.com website or which are otherwise communicated to you; the current applicable Agreement and glass.com Fee Schedule is available upon request.
2. You may terminate this Agreement upon our receipt of your written notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any Leads or services delivered to you prior to us receiving your termination during normal business hours. No unused credits will be refunded.
3. Glass.com, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your Affiliation with glass immediately at any time for any reason or no reason at all.
4. If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue with respect to the other Sections of this Agreement; and any Leads provided to you during the term of this Agreement and relationships you enter into or create from those Leads will continue to be governed by this Agreement including but not limited to with respect to any disputes that may arise or claims that may be made against us and any indemnification of us by you for such claims. Further, in the event this Agreement is terminated or expires, (i) all licenses granted to you under this Agreement shall immediately terminate, (ii) you shall have no further right to access, use or display the any glass.com content or logos, (iii) you agree to destroy any materials containing glass.com logos. Upon any termination of this Agreement, you will no longer have access to your glass.com account or Dashboard.
5. If it is determined or suspected by glass.com in its sole discretion that you are misusing or attempting to misuse or circumvent the glass.com services or system or any consumer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by glass.com, in addition to our right to immediately terminate this Agreement, glass.com reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
6. In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments or unused credits.
7. You will be liable for any attorneys' fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the Commonwealth of Virginia (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state courts in Stafford, Virginia are the exclusive forum for litigation of any claim by you arising under this Agreement, and you submit to sole and exclusive jurisdiction in the Commonwealth of Virginia, County of Stafford, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside of such forum.
8. The relationship between glass.com and you shall be that of independent contractors and neither party shall be or represent itself to be an agent, employee, partner or joint venture of the other, nor shall either party have or represent itself to have any power or authority to act for, bind or commit the other.
9. If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.
10. Wireless data usage is subject to the fees and terms of your wireless subscriber agreement or data service plan with your provider, and you may incur charges from your telephone service provider for text messages, phone calls, email communications and data transferred.

Terms & Conditions

Affiliate Terms and Conditions Agreement

What glass.com agrees.

What Affiliates Agree.

Fees.

Indemnification; Limitation of Liability; Disclaimer of Warranties.

ARBITRATION and Governing Law.

Other Terms.