Iter Partners, LLC ("Iter") is a collaborative and transparent network that allows people involved in commerce to become more educated and informed about empowering women. As an Iter Ambassador, on behalf and as representative of a Iter Ambassador ("You" or "Company"), you are permitted to use the website (www.myiter.world) (the "Website") and the information contained therein subject to the terms and conditions contained in this Iter Ambassador Agreement, which may be modified, amended or replaced by Iter Partners, LLC from time to time at Iter Partners, LLC sole discretion (collectively, the "Agreement"). Such modifications will become effective immediately upon the posting thereof.
In consideration of Iter Partners, LLC granting the Company access to its Website and the information contained therein, and in order to use the Website, You must read and accept all of the Terms and Conditions in, and linked to, this Agreement. It is the Company's responsibility to review this Agreement on a regular basis to keep itself informed of any modifications. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
Iter Ambassador Job Description:
TERMS AND CONDITIONS:
3. Ambassador Commission Structure -
Ambassador Commission Structure: 30% of subscription and/or certification revenue generated by signups acquired by an Iter Ambassador.
4. Consumers may submit a review or report and other information on any Iter Ambassador with which they have communicated. If the Company disputes any Consumer Content, the Company's sole course of action with respect to such Consumer Content as it relates to Iter Partners, LLC and the Website is to utilize the Services (as defined below) which are available online at the Website.
5. By agreeing to the Terms and Conditions of this Agreement, Iter Partners, LLC grants the Company a limited license to access and use the Website and the Services. Notwithstanding the foregoing, the Company acknowledges and agrees that it will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit the Website (or any of the content therein including, without limitation, any Consumer Content or any Iter Ambassador profiles) or Services for any commercial or other purpose, without the express written consent of Iter Partners, LLC.
6. Iter Partners, LLC does not endorse and is not responsible or liable for any Consumer Content, Ambassador Content (as defined below), data, advertising, products, goods or services available or unavailable from, or through, Iter Partners. The statements, information and ratings contained in any Consumer Content are solely the opinion of the Consumer submitting such Consumer Content and do not reflect the opinion of Iter Partners, LLC or any of its affiliates or subsidiaries or any of their respective owners, managers, officers, employees, agents or representatives.
7. The Company acknowledges and understands that Iter Partners, LLC simply acts as a passive conduit and an interactive computer provider for the publication and distribution of Ambassador Content and Consumer Content. Iter Partners, LLC does not have any duty or obligation to investigate the accuracy of Consumer Content or the quality of the work performed by the Company or any other Iter Ambassador which is the subject of any Consumer Content. By using the Services, the Company agrees that it is solely the Company's responsibility to evaluate the Company's risks associated with the use, accuracy, usefulness, completeness, appropriateness or legality of any information, responses, writings or other materials that the Company submits, transmits or otherwise conveys through the Services (collectively, " Ambassador Content"). Under no circumstances will Iter Partners be liable in any way for any Consumer Content or Ambassador Content including, but not limited to, any Consumer Content or Ambassador Content that contains, errors, omissions or defamatory statements, or for any loss or damage of any kind incurred as a result of the use of any Consumer Content or Ambassador Content submitted, accessed, transmitted or otherwise conveyed via the Services or otherwise. The Company hereby waives any claims, rights or actions that it may have against Iter Partners, LLC or any of its affiliates or subsidiaries with respect to any Consumer Content or Ambassador Content and releases Iter Partners, LLC and each of its affiliates and subsidiaries from any and all liability for or relating to Consumer Content or Ambassador Content. The Company agrees to indemnify and hold Iter Partners, LLC and each of its affiliates and subsidiaries and their respective owners, managers, officers, employees, agents or representatives harmless for any damages that may arise, directly or indirectly, from any claim or right it may have against Iter Partners with respect to any statements made by a Consumer or Consumer Content submitted by a Consumer which is communicated, posted or published by Iter Partners, LLC on its Website or to a third party.
8. The Company acknowledges and agrees that the Company cannot require Iter Partners to remove any Consumer Content from Iter Partners website.
9. The Company and individuals affiliated with the Company including, without limitation, current or former owners, current or former employees or officers, family members, or current or former partners, investors, managers or directors (collectively, the "Affiliated Persons") may not submit Consumer Content to Iter Partners on the Company. The Company hereby acknowledges and agrees that to the extent an Affiliated Person has submitted or posted any Consumer Content on the Company or any company or person competitive to the Company, or believes that Consumer Content was posted by an Affiliated Person that Iter Partners may immediately remove such Consumer Content without notice or recourse against Iter Partners, LLC.
10. Ambassador Content shall not contain any unauthorized content which includes but is not limited to:
a. Offensive, harmful and/or abusive language, including without limitation: expletives, profanities, obscenities, harassment, vulgarities, sexually explicit language and hate speech (e.g., racist/discriminatory speech.);
b. Comments that do not address the Consumer Content or comments with no qualitative value as determined by Iter Partners in its sole discretion;
c. Content that contains personal attacks or describes physical confrontations and/or sexual harassment;
d. Messages that are inappropriate based on the applicable subject matter;
e. Language that violates the standards of good taste or the standards of the Website, as determined by Iter Partners in its sole discretion;
f. Content determined by Iter Partners, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity;
g. Language intended to impersonate other users (including names of other individuals) or to be offensive or inappropriate user names or signatures; and/or
h. Content that is not in English, that is encrypted or that contains viruses, Trojan horses, worms, time/logic bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.
The Company acknowledges and agrees that Iter Partners in its sole discretion may remove without notice any Ambassador Content or any portion thereof that Iter Partners believes violates the foregoing.
11. Iter Partners may suspend, restrict or terminate the Company's use of the Services or any portion thereof if the Company breaches or fails to comply with any of the Terms and Conditions of this Agreement.
12. Although Iter Partners does not claim ownership of any ambassador Content or other communications or materials submitted by or given by the Company to Iter Partners, by providing Ambassador Content for the Website or other mediums, the Company automatically grants, and the Company represents and warrants that the Company has the right to grant, to Iter Partners an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute such Ambassador Consent and to prepare derivative works of, or incorporate into other works, such Ambassador Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing Iter Partners with Ambassador Content, the Company automatically grants Iter Partners all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of Ambassador Content on the Website or in any other medium by any other party.
13. It is the Company's sole responsibility to review and monitor any Consumer Content regarding the Company that is posted by Consumers. Iter Partners does not have any obligation to provide a notice or update to the Company with respect to any new information or Consumer Content that it learns of or receives about the Company from its Consumers.
14. The Company has the sole responsibility of updating any and all of its information on the Website including, without limitation, the Company's description and profile information.
15. The Company agrees not to use or cause any robot, bot, spider, other automatic device, or computer program routine or manual process to monitor, duplicate, take, obtain, transfer, modify, use, reproduce, aggregate or copy Iter Partners, any Consumer Content, any Member profiles, Ambassador Content (including Ambassador profiles) or any other content contained on the Website or any other publication of Iter Partners. You shall not use or cause any device, software, or routine to interfere or attempt to interfere with the proper working of the Website.
16. The Company hereby represents and warrants to Iter Partners that (a) all information provided to Iter Partners by the Company is true, complete and accurate in all respects, and (b) the Company is authorized to submit information to Iter Partners. Iter Partners is authorized by the Company to rely upon the truthfulness, completeness and accuracy of Ambassador Content in order to serve its Consumers.
17. The Company acknowledges that the Website utilizes one or more website analytic services, including, without limitation services which may record mouse clicks, mouse movements, scrolling activity and text entered into the Website by users. These services do not collect personally identifiable information that is not voluntarily entered into the Website by the user. Iter Partners uses the information collected by these service providers to improve the usability and other features of the Website. Users may choose to disable any of these services.
18. The Company acknowledges that Iter Partners will use the telephone numbers, email addresses and facsimile numbers that are submitted to Iter Partners in connection with registering with Iter Partners to contact the Company with information regarding Iter Partners. Iter Partners agrees not to sell, trade, rent or share such information with any third parties.
19. To the extent a third party posts or submits any Ambassador Content or manages the Company's profile or information on the Website, the Company hereby acknowledges and agrees that the Company shall remain fully responsible for any Ambassador Content or information posted or submitted by such third party.
20. The Company agrees unless expressly authorized by Iter Partners not to access, copy, duplicate use, reproduce, alter, modify, create derivative works, display, sell, re-sell, advertise or market with or otherwise exploit for any commercial, educational or other purpose any Consumer Content, any Member profiles, any Ambassador profiles, or any other content from the Website or Iter Partners including, without limitation, any reviews or ratings or any other content contained in any Consumer Content.
21. Iter Partners is the owner and/or authorized user of any trademark and/or service mark, including, without limitation, the name “Iter Partners” and “Women Empowering Women.” and “Women Buying from Women” and “Women Selling to Women”, appearing on the Website and is the copyright owner or licensee of the content and/or information on the Website. By placing them on the Website, Iter Partners does not grant the Company any license or other authorization to copy or use its trademarks, service marks, copyrighted material, or other intellectual property, except as provided herein.
22. Iter Partners reserves the right to exercise any rights or remedies which may be available to it against the Company if the Terms and Conditions of this Agreement are violated by the Company. These remedies include, but are not limited to, revocation of (a) advertising privileges, (b) use of the Services, or (c) appearances on the Website and/or any other appearances in any Iter Partners publication, and Company agrees that the exercise of one remedy shall not preclude the availability of any other remedy.
23. The Company understands and agrees that, because damages resulting from Company's breach of this Agreement are difficult to calculate, if it becomes necessary for Iter Partners to pursue legal action to enforce the Terms and Conditions of this Agreement, the Company will be liable to pay Iter Partners the following amounts as liquidated damages, which the Company accepts as reasonable estimates of Iter Partners damages for the specified breaches of this Agreement:
(a) If the Company posts content in violation of this Agreement, the Company agrees to promptly pay Iter Partners One Thousand Dollars ($1,000) for each item of content posted in violation of this Agreement. Iter Partners may (but is not required) to issue the Company a warning before assessing such damages.
(b) If the Company exploits for any purpose (commercial or otherwise) any Member Content, Member profiles or any other information contained on the Website including, without limitation, ratings and/or reviews in violation of this Agreement, the Company agrees to pay Ten Thousand Dollars ($10,000) per report, record or review exploited.
(c) If the Company uses or causes any robot, bot, spider, other automatic device or computer program routine or any manual process to monitor, duplicate, take, aggregate, obtain, modify, use, reproduce or copy any Member Content, any member profiles, SP content (including SP profiles) or any other content contained on the Website or in any other publication of Iter Partners, the Company agrees to pay One Hundred Dollars ($100) for each report, record, review or other information that is monitored, duplicated, transferred, taken, obstructed, modified, used, reproduced, aggregated or copied.
(d) Except as set forth in the foregoing subparagraphs (a) through (c), inclusive, the Company agrees to pay the actual damages suffered by Iter Partners to the extent such actual damages can be reasonably calculated.
Notwithstanding any other provision of this Agreement, the Company reserves the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.
24. THE COMPANY EXPRESSLY UNDERSTANDS AND AGREES THAT ITER PARTNERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF ITER PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR SP CONTENT; (D) SP CONTENT THE COMPANY MAY SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICES OR THIS AGREEMENT; (E) STATEMENTS OR CONDUCT OF ANY CONSUMER OR OTHER THIRD PARTY THROUGH THE SERVICES; (F) ANY OTHER MATTER RELATING TO THE SERVICES; (G) ANY BREACH OF THIS AGREEMENT BY ITER PARTNERS OR THE FAILURE OF ITER PARTNERS TO PROVIDE THE SERVICES UNDER THIS AGREEMENT; (H) ANY CONSUMER CONTENT POSTED; OR (I) ANY OTHER DEALINGS OR INTERACTIONS THE COMPANY HAS WITH ANY SERVICE PROVIDER (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to the Company.
TO THE EXTENT ITER PARTNERS IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, ITER PARTNERS LIABILITY FOR DAMAGES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).
25. This Agreement and the relationship between the Company and Iter Partners will be governed by the laws of the State of Florida, notwithstanding the choice of law provisions or conflict of law analysis of the venue where any action is brought, where the violation occurred, where the Company may be located or any other jurisdiction. The Company agrees and consents to the exclusive jurisdiction of the state or federal courts located in Florida and waives any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Iter Partners may elect, in its sole discretion, to litigate the action in the county or state where any breach by the Company occurred or where the Company can be found. The Company agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
26. In the event this Agreement is terminated, certain provisions of this Agreement shall continue to remain in effect, including, but not limited to, Sections 5, 7, 10, 21, 22, 23, 24, 24 and 26.
27. The Company agrees to indemnify and hold Iter Partners and each of its affiliates and subsidiaries and each of their respective owners, officers, agents, managers, partners, employees, agents and representatives harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees (whether incurred in enforcing this Agreement or otherwise), made by any third party due to or arising out of the Company's use of Iter Partners.
28. Iter Partners may modify or restate the Terms and Conditions of this Agreement and such modification(s) will be effective immediately upon being posted on the Website. Iter Partners will make note of the date of the last update to the Agreement on the first page of this Agreement. The Company is responsible for reviewing these terms and conditions regularly. The Company's continued use of the Services after such modifications will be deemed to be the Company's conclusive acceptance of all modifications to this Agreement.
29. The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Iter Partners is not responsible for any delays, failures or other damage resulting from such problems.
30. This Agreement may not be re-sold or assigned by the Company. If the Company assigns, or tries to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Iter Partners rights if Iter Partners fails to enforce any of the terms or conditions of this Agreement against the Company. In the event a court finds a provision in this Agreement to not be valid, the Company and Iter Partners agree that such court’s findings will not affect the validity or enforceability of all other provisions remaining in the Agreement. No joint venture, partnership, employment or agency relationship exists between the Company and Iter Partners as a result of this Agreement or use of the Services.
31. The person agreeing to this Agreement and the Terms and Conditions on behalf of the Company hereby represents and warrants that s/he has the power and authority to bind the Company and that this Agreement and the Terms and Conditions constitutes a valid and binding agreement of the Company.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.