Operating Agreement for Yoyoor's Affiliate Program

This Agreement contains the complete terms and conditions that apply to an individual' s or entity's participation in the Yoyoor Affiliate Program (the "Affiliate Program" or "Program"). As used in this Agreement, "we" ,"us", "Yoyoor", "our" means Yoyoor, inc, and "you" means the applicant, and "services", means mobile phone rental and agreement offered by Yoyoor. "Yoyoor.com Site" means the site that has its primary home page identified by the URL www.yoyoor.com, and "site" means a World Wide Web site. "Your site" means any site that you will link to the Yoyoor.com Site (and which you will identify in your Program application).

1.ENROLLMENT IN THE PROGRAM - To join, you will submit a complete Affiliate Program application via the Yoyoor.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 (at our sole discretion) that your site contains content deemed inappropriate for our program. Questionable content that may be denied include, but is not limited to, websites that:
* Promote, contain or link to sexually explicit materials
* Contain any libelous, defamatory or disparaging materials
* Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
* Promote illegal activities
* Violate intellectual property rights or violate any local, state, federal or other law or regulation
* Promote violence, terrorism or hate
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. LINKING TO Yoyoor.com - Once you have been notified that your site has been accepted into the Affiliate 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 Yoyoor.com Site, to provide on your site one or more of the types of links to the Yoyoor.com Site. You acknowledge and agree that you will not alter the product images, descriptions and pricing without prior approval. We provide access to an area that will provide you banner HTML code. You must use the links as provided in order to meet the criteria in this Agreement. If you would like to modify the links provided, you need prior written permission from us. Multiple placements of the link is encouraged but not required.
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 Affiliate Program, you consent to our sending you these email updates.

3.REFERRAL FEES - Subject to the terms and conditions of this Agreement, you are eligible for a referral fee for each unique customer who clicked-through a Special Link from your site to the Yoyoor.com Site, submitted an application, used Yoyoor service, and has successfully and legally complied with any and all of Yoyoor's contractual requirements.
To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the Yoyoor.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 Yoyoor.com Site are not properly formatted.
We will track sales made to customers who purchase Products by using Special Links from your site to the Yoyoor.com Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

4.REFERRAL FEE SCHEDULE - You will earn a $10 Referral fee for each customer you introduced to Yoyoor, only when the customer used Yoyoor service and Yoyoor received payment from the customer.

5.REFERRAL FEE PAYMENT - Subject to the terms and conditions of this Agreement, you will be paid the Referral fees on a monthly basis for any month in which your Referral fees are at least Fifty ($50.00 US) Dollars. For months in which the Referral fee payable is less than the minimum amount ($50.00 U.S.) Dollars, the fees will be rolled over into the next month. Payments will be distributed by the end of the month immediately following the month that Referral fees are earned.

6. POLICIES AND PRICING - Anyone referred to Yoyoor who uses its products and services will be deemed to be clients of Yoyoor. Accordingly, all Yoyoor policies and operating procedures concerning marketing are applicable. We may change our policies and operating procedures at any time without notice.

7. LIMITED NON-EXCLUSIVE LICENSE - We grant you a non-exclusive, non-transferable, revocable right, to use the Mark and such other Yoyoor logos and text for which we grant express permission, solely for the purpose of identifying your website as a Yoyoor Affiliate Program participant. You may not modify the Mark, or any mark included in the Yoyoor affiliate page, the message, or any of our images or trademarks in any way. We reserve all of our rights in the Mark, the message, any other images, our trade names and trademarks, and all other intellectual property rights. Except as provided here you agree that you have no rights, title or interest in or to the Mark, the message or other images, trademark or trade names provided to you by Yoyoor and all uses of such materials by you will inure to the benefit of Yoyoor. You agree not to apply for registration of any of the Yoyoor trademarks, service marks or trade names (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of Yoyoor or its trademarks. We may revoke your Affiliate Agreement at any time by giving you written notice.

8. RESPONSIBILITY FOR YOUR WEBSITE - You will be solely responsible for the development, operation, and maintenance of your website and for all content that appears on your website. For example, you will be solely responsible for:
* the technical operation of your website and all related equipment
* the accuracy and appropriateness of all content posted on your website
* ensuring that content posted on your website do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
* ensuring that content posted on your website are not libelous or otherwise illegal.
We disclaim all liability for these matters. Further, you will indemnify, defend 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 website as well as any goods or services provided or made available by you. These obligations will survive any termination of this Agreement. You acknowledge and agree that your website information, (name, URL, traffic counts, etc.), may be utilized by Yoyoor. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, bonus recipients, bonus leaders, etc. You agree to allow Yoyoor to use screen shots of any of your Web pages that contain the Yoyoor HTML code in Yoyoor promotional materials. The information provided by Yoyoor to you may be proprietary in nature. You acknowledge that you are not a competitor of Yoyoor, and agree not to share this information with any of our competitors.

9.TERMS OF THE AFFILIATE AGREEMENT - The terms of this Agreement will begin upon our acceptance of your Affiliate 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 or emailed notice of termination. If we determine at any point after acceptance into our Affiliate Program that your website or the content of the website is not suitable for the Affiliate Program, we may terminate the status of your website as an Affiliate without recourse.

10. MODIFICATION - We may modify any of the terms and conditions contained in this Agreement, at any time and by our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. We will provide an email notification to affiliates of these changes will possible, however this is not guaranteed. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. 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 OUR WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

11.RELATIONSHIP OF PARTIES INVOLVED - You and Yoyoor are independent contractors, and nothing in this Affiliate 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 website or otherwise, that reasonably would contradict anything in this Section.

12.LIMITATION OF LIABILITY - YOYOOR, ITS EMPLOYEES, AND AFFILIATES, WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AFFILIATE AGREEMENT FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEE FEES PAID OR PAYABLE TO YOU UNDER TO THIS AGREEMENT.

13.DISCLAIMERS - YOYOOR MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY SERVICES MADE AVAILABLE THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT 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 OUR WEBSITE OR THE AVAILABILITY OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Further, you will indemnify, defend and hold us harmless from all claims, damages and expenses (including, without limitation, reasonable attorneys' fees) relating to any warranties or representations made by you with respect to the Program or any services made available through the Program or through the Yoyoor website. These obligations will survive any termination of this Agreement.

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 CLIENT REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. 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 laws of the United States and the State of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal courts or state courts located in California, 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 provision or any other provision of this Agreement.