Adesso Ambassador Program - Terms & Conditions

Eligibility

The Adesso Albums Ambassador Program is open to those individuals who have registered with Adesso Albums, Inc. ("Adesso") to be part of this program and have been qualified by Adesso to participate. Once you have registered as a member of the Adesso Ambassador Program and been qualified, you will be given a unique Coupon Code that can be forwarded to your personal and business contacts. This code will be used to track your referrals and earnings and the individuals you have referred ("Referred Individuals") will receive a 5% discount on their Adesso orders.

Persons Who May Be Referred

You must only refer individuals to Adesso with whom you have a personal or business relationship, and believe that they would be interested in Adesso products. Without limiting the generality of the foregoing, you must not use for referral: i) group email addresses, ii) email mailing lists, or iii) yourself. You may not use "spam" techniques to reach potential individuals.

Referral Minimums

You must have a minimum of 5 Referred Individuals per month complete an order using your unique Coupon Code with Adesso to be considered a continuous Adesso Ambassador Program member. Only such completed orders will be counted toward your monthly minimum. Minimums will be based on a quarterly average. For example, you may only have 2 referrals in the first month of the quarter, but 8 in the second month, and 5 in the third month of a quarter and still qualify. For purposes of these Terms and Conditions, a completed order is one that has been placed by the customer, fulfilled by Adesso, and Adesso has received full payment on the order. Adesso will be using standard quarters ending in March, June, September, and December. Adesso will prorate your first minimum based on the date that you are qualified to participate.

5% Discount to Referred Individuals

Adesso will, if it determines in its sole discretion that you have complied with these Terms and Conditions, give the Referred Individual a 5% discount off their order provided that while checking out that Referred Individual enters the unique Coupon Code you provide. This discount cannot be combined with other promotional discounts or special offers that may be offered from time to time by Adesso.

10% Commission For You

For each Referred Individual that qualifies for and receives a 5% discount as part of this program, you will be paid an amount equal to 10% of his or her order after the 5% discount (excluding shipping and handling). In order to receive your 10% commission, the Referred Individual must complete an order and must use your unique Coupon Code while checking out. Provided your earned but unpaid commissions for the quarter are $50 (USD) or more, Adesso will send you, on a quarterly basis, a check in the amount of your earnings, paid within 45 days of the close of each quarter. Adesso closes its quarters on the last day of March, June, September, and December. Quarterly commissions under $50 will be aggregated with those earned in the following quarter(s). If you terminate your participation in the Program, and are not in breach of these Terms and Conditions, Adesso will send you, at the end of the quarter on the schedule outlined herein, a check in the amount of your commissions.

Tax Implications

Adesso Coupon Program member acknowledges and agrees that it is the responsibility and obligation of the member to report as income all compensation received under this agreement and pay all applicable taxes on that income.

Remedies For Noncompliance

If Adesso determines in its sole discretion that you have not complied with these Terms and Conditions, it may, in addition to any other rights and remedies it may have against you, immediately and without notice to you, withdraw all benefits to you and your Referred Individuals under this Program, including, without limitation, by canceling or declining any and all Coupon Codes issued or to be issued to you in connection with this Program.

Limitation of Liability For Adesso

TO THE FULLEST EXTENT PERMITTED AT LAW, NEITHER ADESSO NOR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS PROGRAM. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; AND CLAIMS OF THIRD PARTIES.

Entire Agreement

These Terms and Conditions represent the entire agreement between you and Adesso with respect to the Coupon Program.

Variations of the Terms and Conditions

These Terms and Conditions may be amended or modified by Adesso in its sole discretion at any time. Any such amendments will be posted to this page, and it is your responsibility to review this page from time to time for such amendments. Continued use of your unique Coupon Code following posting of amendment(s) will be deemed acceptance of the amendment(s) as posted.

Severance

If any provision of these Terms and Conditions is held to be invalid, such invalidity will not affect the remaining provisions.

Governing Law

These Terms and Conditions will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of California, without giving effect to any principles of conflicts of laws. You hereby irrevocably consent and submit to the nonexclusive personal jurisdiction of the state and federal courts within Northern District of California for the purposes of litigating any such action.

Independent Contractor

Nothing contained in these Terms and Conditions shall be deemed or construed as creating a joint venture or partnership between the Coupon Program member and Adesso. Neither party is authorized as an agent, employee or legal representative of the other party. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors. Neither party shall have any power or authority to bind or commit the other.

Ownership

Except for the rights expressly granted herein, these Terms and Conditions do not transfer any intellectual property rights from one party to the other, and each party shall retain all right, title and interest in and to its intellectual property rights.

Assignment

You may not assign your rights or obligations under these Terms and Conditions, either in whole or in part, without the prior written consent of Adesso, said consent not to be unreasonably withheld, and any attempted assignment or delegation without such consent will be void.

Notice

Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, confirmed by facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party. Such notice will be deemed to have been given as of the date it is delivered, mailed, faxed or sent, whichever is earlier. Adesso will also include email as an acceptable notice format, and it is your obligation to keep all your contact information up to date with Adesso.

Confidentiality

Non-Disclosure and Limitation of Use of Confidential Information. You shall keep confidential and not use, copy or disclose, directly or indirectly, to any third party any Confidential Information without the prior written consent of a duly authorized officer of Adesso. You shall use the Confidential Information solely in connection with the Program. All Confidential Information shall be and remain the property of Adesso. You shall deliver to Adesso upon completion of the Program, all Confidential Information in your possession or control, directly or indirectly, in whatever form it may be (including, without limitation, magnetic media).

Confidential Information. For the purposes of this Program, the term "Confidential Information" shall include, without limitation, all trade secrets and all other information and material that relates or refers to the plans, policies, finances, corporate developments, products, pricing, sales, services, procedures, intra-corporate transactions, suppliers, prospects and customers, as well as financial information relating to such suppliers, prospects and customers, and any other similar Confidential Information and material which Adesso does not make generally available to the public.

Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to you prior to receipt from Adesso directly or indirectly from a source other than one having an obligation of confidentiality to Adesso; (ii) becomes known (independently of disclosure by Adesso) to you directly or indirectly from a source other than one having an obligation of confidentiality to Adesso; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Program's Terms and Conditions by you; or (iv) is independently developed by you.

Continuing Obligation. Your obligations under this Program's Terms and Conditions with respect to confidentiality, non-disclosure and limitation of use of Confidential Information shall survive termination of your participation in the Program.

Term and Termination

Term. These Terms and Conditions and the rights granted hereunder shall continue until terminated as set forth below.

Termination for convenience. Adesso may terminate your participation in the Program at any time without cause upon fourteen (14) days written notice.

Termination for convenience by Adesso Ambassador Program. You may terminate your participation in the Program at any time without cause upon fourteen (14) days written notice.

Referral Minimum. Adesso may terminate your participation in the Program if you fail to meet a 3 month quarterly minimum as defined in these Terms and Conditions.

Material Breach or Default.In the event you shall be in breach or default of any of the material Terms or Conditions of this Program, and you have not taken steps to cure such breach or default within ten (10) days after the receipt of written notice from Adesso, then in addition to all other rights and remedies at law, in equity or otherwise, Adesso shall have the right to terminate your participation in this Program without further charge, obligation or liability whatsoever to Adesso.

Created on January 31, 2005

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