Reliable Remodeler Publisher Agreement
v.042409

As used in this Reliable Remodeler Publisher Agreement (the “Agreement”), the term “Reliable Remodeler” refers to ReliableRemodeler.com, Inc. and the term “Publisher” refers to you, the publisher. Your participation in the Reliable Remodeler Group's publisher lead generation program (the “Programs”) is subject to the terms and conditions set forth in this Agreement.

1. Certain Defined Terms.

  1. “Links” shall mean such hyperlinks provided by Reliable Remodeler which direct traffic to web pages served by Reliable Remodeler or a Reliable Remodeler Client.
  2. “Publisher Sites” shall mean such websites owned and operated by Publisher which Publisher has created or for which Reliable Remodeler may provide material to create a website for the purpose of search engine optimization, in either case, as reviewed and approved by Reliable Remodeler in writing.
  3. “Reliable Remodeler Client” shall mean a client of the Reliable Remodeler Group.
  4. “Reliable Remodeler Content” shall mean such content provided by Reliable Remodeler or Reliable Remodeler Clients for use in or integration into Publisher Sites, including, without limitation, imbedded bots, Tracking Tools (as defined in Section 11), links, advertising creative content, web design services, or other web content of any type.
  5. “Reliable Remodeler Group” shall mean any of Reliable Remodeler and its affiliates.

2. Services.

Subject to the terms and conditions of this Agreement, Publisher shall publish the Links and Reliable Remodeler Content on the Publisher Sites. In the event that Publisher materially modifies a Publisher Site, it shall obtain Reliable Remodeler’s written approval prior to publishing the Links and Reliable Remodeler Content on such materially modified Publisher Site.

3. Restrictions.

Publisher shall comply with the following restrictions (the “Restrictions”):

  1. Approval of Materials.  Publisher shall obtain Reliable Remodeler’s prior written approval for (i) the use of text, images, web pages or any material or content to promote a Reliable Remodeler Client; (ii) the use of all search terms, URLs and search result descriptions that Publisher intends to use to market the Publisher Site on search engines or elsewhere on the Internet; and (iii) any changes to domain names and Reliable Remodeler Client-related text and/or images. In the event that Reliable Remodeler provides Publisher with edits and changes to such materials, Publisher shall, after incorporating such edits and changes, re-submit such material for final written approval by Reliable Remodeler. Upon receipt of Reliable Remodeler’s final written approval, Publisher may begin generating traffic to the Publisher Site. In the event that Reliable Remodeler requires edits or changes to an approved Publisher Site after traffic generation has begun, Publisher will implement such required edits or changes as soon as practicable but in any event within five (5) days of Reliable Remodeler’s request. Publisher is not approved to perform any type of email promotions with respect to any Reliable Remodeler Client. All email promotions will require Publisher to enter into an additional contract with Reliable Remodeler. Publisher may contact a Reliable Remodeler business development representative for more details.
  2. Inappropriate Content. The Publisher Sites shall not contain any (i) pornographic or offensive material, (ii) software trading, hacking or phreaking content, (iii) illegal music reproduction, downloads or content, or (iv) any other illegal content.
  3. Links.  Publisher will use the Links in the exact form in which Reliable Remodeler delivered them and will not to alter, modify, delete, disable or impede the display of the Links in any manner. Links must be served from the Reliable Remodeler server unless otherwise permitted in writing by Reliable Remodeler. Publisher agrees that it will promptly, upon Reliable Remodeler’s request, modify or alter the Links or tracking software in accordance with Reliable Remodeler’s instructions. Notwithstanding the foregoing, Publisher may append tracking parameters or dynamic parameters (limited to such dynamic parameters as directed by Reliable Remodeler) to the Links in accordance with Reliable Remodeler’s rules regarding appending such parameters, as provided by Reliable Remodeler from time to time.
  4. Reliable Remodeler Content. Publisher will use the Reliable Remodeler Content (i) in exactly the form in which Reliable Remodeler delivered it to Publisher, unless modification to any Reliable Remodeler Content is approved by Reliable Remodeler in writing; (ii) only until Reliable Remodeler has requested that Publisher discontinue its use, at which time Publisher shall discontinue such use within two (2) business days of such request; and (iii) in the manner approved by Reliable Remodeler.
  5. Misrepresentation; Compliance with Laws; Other Uses. Through its promotional efforts to generate leads and/or sales, Publisher shall not (i) misrepresent Reliable Remodeler or any Reliable Remodeler Client (or any of their respective products or services), (ii) violate any applicable laws, including, but not limited to, the CAN-SPAM Act of 2003 and any applicable state laws, or (iii) use of any social media applications.
  6. Spamming. Publisher will not engage in the practice of search engine "spamming” (i.e., the inappropriate use of search engine optimization tactics such as doorway pages or cloaking).
  7. Incentives. Publisher will not provide visitors with any incentive or compensation on the Publisher Sites unless the incentive is approved in advance by Reliable Remodeler.
  8. Pop-ups. Publisher shall obtain Reliable Remodeler’s prior approval for the use of Links in pop-ups.
  9. Selection of Clients. Publisher’s selection of Reliable Remodeler Clients to be included on any Publisher Site is subject to Reliable Remodeler's review and approval, which approval shall not be unreasonably withheld.
  10. Use of Trademarks. Publisher may use Reliable Remodeler's trademark and the trademarks of Reliable Remodeler Clients only as specifically authorized by Reliable Remodeler in writing. Publisher’s use of any such trademarks will comply in all respects with any guidelines for such use provided by Reliable Remodeler to Publisher from time to time. Reliable Remodeler may terminate Publisher’s right to use Reliable Remodeler’s trademark and the trademarks of Reliable Remodeler Clients at any time, in its sole discretion.
  11. Guidelines. Publisher will comply with all Reliable Remodeler Client advertising guidelines and, with respect to updates to such guidelines, will comply within two (2) days notice of such updates. Publisher’s continued use of the Links or Reliable Remodeler Content following such notification period will be deemed Publisher’s acceptance of such updated guidelines.
  12. Tracking Tools. In the event Reliable Remodeler shares data with Publisher derived from its Tracking Tools (as defined in Section 11) for the purpose of assisting Publisher in optimizing the quality of leads or sales generated from Publisher’s activities or otherwise to improve quality, functionality and mutual profitability, Publisher will use such data solely for such purpose(s) and will not share such data with any third party without the prior written approval of Reliable Remodeler.
  13. Non-electronic Materials.   Publisher shall obtain Reliable Remodeler’s prior written approval for the distribution and content of any non-electronic material, including brochures, flyers, print advertisements or other forms of display or printed materials related to the Publisher Sites.
  14. No Publicity.   Publisher may not reference Reliable Remodeler or any Reliable Remodeler Client in any publicity materials, advertising or otherwise, without the prior written consent of Reliable Remodeler.

4. License.

Subject to Publisher’s compliance with the terms and conditions of this Agreement, Reliable Remodeler hereby grants Publisher a limited, fully-paid, non-exclusive, non-transferable, non-sublicensable license during the Term (as defined in Section 8) to use the Reliable Remodeler Content and Links solely for the purposes contemplated by this Agreement. Subject to Reliable Remodeler’s compliance with the terms and conditions of this Agreement, Publisher hereby grants Reliable Remodeler a limited, fully-paid, non-exclusive, non-transferable, non-sublicensable license during the Term to use any trade names, logos, trademarks and service marks (“Marks”) supplied by Publisher to Reliable Remodeler solely for the purpose of creating web sites or web pages for Publisher as contemplated by this Agreement.

5. Client Referral.

Publisher is required to refer any and all inquiries regarding the Programs and the potential creation of any client relationship with a member of the Reliable Remodeler Group to Reliable Remodeler as soon as practicable after its receipt in order to maintain Publisher's eligibility to participate in the Programs.

6. Qualification of Leads and Sales.

Reliable Remodeler will determine whether a lead or sale generated from Links on Publisher Sites was a Valid Lead or Valid Sale and will only pay for leads and sales which it determines are Valid Leads and Valid Sales. A lead or sale generated from Links, on Publisher Sites shall be deemed a “Valid Lead” or “Valid Sale” if the lead or sale, as applicable: (i) originates from an Internet user meeting all applicable Reliable Remodeler vendor criteria (e.g., geographic location, type of good or service sought, etc.); (ii) does not represent a duplicate, inaccurate or incomplete entry; (iii) is not determined by Reliable Remodeler to originate from fraudulent, misleading or automated activity or from any program where incentives or rewards were used to increase lead conversion; (iv) does not contain a clearly false name (e.g., Mickey Mouse) or a telephone number or email address which is invalid; (v) is not generated through methods that are considered inappropriate by search engines, for example: SPAM, cloaking, link farms, hidden text, etc.; (vi) is correctly coded by Publisher; and (vii) meets all other requirements as determined by Reliable Remodeler. Reliable Remodeler’s determination of whether a lead or sale is a Valid Lead or Valid Sale shall be final and binding.

7. Payment.

  1. Prior to receiving payment for any Valid Leads or Valid Sales, Publisher shall have provided Reliable Remodeler with a valid telephone number and mailing address for receiving payment hereunder and, upon Reliable Remodeler’s request, Publisher’s taxpayer identification number. Within forty-five (45) days after the end of each calendar month, Reliable Remodeler will pay Publisher the amount earned by Publisher pursuant to the Pricing Terms (as defined below) for payments actually received by Reliable Remodeler from Reliable Remodeler Clients for each Valid Sale or Valid Lead, together with any other amounts owed to Publisher in respect of its performance of services hereunder during such month, less withholding for applicable taxes; provided, that the total amount payable exceeds $100.00. For the avoidance of doubt, Reliable Remodeler may withhold payment until it has received payment from the applicable Reliable Remodeler Client with respect to a Valid Lead or Valid Sale generated by Publisher hereunder. “Pricing Terms" shall mean the pricing terms as provided by Reliable Remodeler, as such terms may be updated from time to time by Reliable Remodeler.
  2. Until such time as Reliable Remodeler reasonably determines that Publisher is in compliance with the applicable terms and conditions of this Agreement, Reliable Remodeler may withhold payment if Publisher (i) exceeds any agreed upon cap on sales or leads as reflected in the Pricing Terms; (ii) refuses to terminate or suspend a Reliable Remodeler Client program upon written request by Reliable Remodeler; (iii) fails to comply with any of the Restrictions; or (iv) fails to refer potential clients in accordance with Section 5.
  3. If Publisher receives a payment for a Valid Lead or Valid Sale which is later returned or refunded to the purchaser, as applicable, Reliable Remodeler may (i) require Publisher to reimburse Reliable Remodeler for any payments received by Publisher with respect to such returned or refunded leads or sales within thirty (30) days after receipt of such demand, or (ii) set off such payments against Publisher’s outstanding or future payments for Valid Leads and Valid Sales.
  4. Reliable Remodeler may offset any payment owed to Publisher hereunder against any payment owed to Reliable Remodeler by Publisher hereunder or under any other agreement between Publisher and Reliable Remodeler.
  5. Reliable Remodeler shall not be liable to Publisher for any failure by Publisher or any Reliable Remodeler Client to use the Links properly, including to the extent that such failure results in inaccurate reports or reductions in the amounts which would otherwise be payable to Publisher. Furthermore, Reliable Remodeler shall not be liable for any errors in or omissions from the underlying data that Reliable Remodeler obtains from any Reliable Remodeler Client or any Reliable Remodeler Client’s failure to make or delay in making such data available to Reliable Remodeler or for any intentional or inadvertent deletion or disablement by Publisher or any Reliable Remodeler Client of any of Reliable Remodeler’s tracking code or technology, or any direct or indirect consequences of the foregoing.

8. Term and Termination.

  1. Term. The initial term of this Agreement shall be for one year from the effective date of this Agreement and shall automatically renew for successive one (1) year terms (the “Term”), unless a party notifies the other in writing of its intention not to renew this Agreement at least thirty (30) days prior to the expiration of the then current term or this Agreement is otherwise terminated earlier.
  2. Termination by Either Party. Either party may terminate this Agreement immediately upon notice if the other party is in breach of a material term of this Agreement and fails to cure such breach (if curable) within fifteen (15) days of such notice.
  3. Termination by Reliable Remodeler. Reliable Remodeler may at any time (i) terminate this Agreement in whole or in part, or (ii) suspend Publisher’s participation in the Program, in each case, effective immediately upon written notice.
  4. Effect of Termination. Within forty-five (45) days after any termination of this Agreement, Reliable Remodeler shall pay Publisher any outstanding amounts owed to Publisher as of the effective date of such termination in accordance with Section 7.
  5. Remedies. Publisher acknowledges that its breach of Sections 3 or 9 may cause irreparable harm to Reliable Remodeler which may not be compensable by monetary damages and, accordingly, if Reliable Remodeler terminates this Agreement due to Publisher’s breach of such sections, Reliable Remodeler shall be entitled to (i) injunctive relief precluding Publisher from taking or continuing to take any action or conduct in violation of Sections 3 or 9 of this Agreement; and (ii) retain for its own account any and all amounts due and owing to Publisher as of the date of such termination. The foregoing remedies shall be in addition to any other remedies that Reliable Remodeler may have at law or in equity as a result of any breach of Sections 3 or 9 of this Agreement by Publisher.

9. Non-Solicitation.

  1. Non-Solicitation of Clients. During the Term and for a period of one (1) year thereafter (the “Restricted Period”), Publisher will not, directly or indirectly, solicit, divert, or appropriate any Reliable Remodeler Client (including any clients referred to Reliable Remodeler pursuant to Section 5).
  2. Non-Solicitation of Employees. During the Restricted Period Publisher will not, directly or indirectly, hire or solicit for employment or services, any employee, consultant or independent contractor of Reliable Remodeler.

10. Confidentiality.

During the Term and for a period of one (1) year thereafter, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. For purposes of this Agreement, “Confidential Information” means the terms of this Agreement and any technical, marketing, financial, employee, planning, and other confidential or proprietary information, including customer and supplier lists, and any information that: (i) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Confidential Information does not include information that: (a) is or has been independently developed by the receiving party without access to the other party’s Confidential Information; (b) is or has become publicly known through no breach of this Agreement by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing party; or (e) is required to be disclosed by a competent legal or governmental authority; provided that the recipient notifies the other party of the required disclosure promptly and in writing and cooperates with the other party, at the other party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Upon the earlier to occur of termination of this Agreement or the request of the disclosing party, the receiving party shall destroy or return all of the disclosing party’s Confidential Information to the disclosing party.

11. Ownership.

  1. Subject to the limited license granted to Publisher in Section 4, Reliable Remodeler shall be the exclusive owner of (i) the Links and Reliable Remodeler Content; (ii) all lead data collected pursuant to this Agreement, including data derived by any tracking tools used within Links (“Tracking Tools”); (iii) its client relationships including those referred to Reliable Remodeler by Publisher; (iv) any other material, information, software, programming code, HTML or similar files, computerized data, technology, methods of operation, processes, or algorithms supplied or made available to Publisher by Reliable Remodeler pursuant to this Agreement, including with respect to the Program; and (v) all Intellectual Property rights in the foregoing, and Publisher acknowledges that no right, title or interest in or to any of the foregoing is or shall be conveyed or granted to Publisher hereunder. “Intellectual Property” shall mean Marks, domain names, copyrights, patents, trade secrets, know how, and proprietary technology.
  2. Subject to the limited license granted to Reliable Remodeler in Section 4, Publisher shall be the exclusive owner of (i) the Publisher Sites, including, without limitation, the content displayed on such Publisher Sites (other than Reliable Remodeler Content and Links); and (ii) all Intellectual Property rights in the Publisher Sites (other than Reliable Remodeler’s Intellectual Property), and Reliable Remodeler acknowledges that no right, title or interest in or to any of the foregoing is or shall be conveyed or granted to Reliable Remodeler hereunder.
  3. Except as expressly provided in this Agreement, neither party may copy, modify, distribute, transfer, sell, reproduce, publish, display, perform, reverse engineer, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express prior written consent of such party. In addition, Publisher may not resell or redistribute or attempt to resell or redistribute any of Reliable Remodeler’s leads and/or lead contact information.

12. Representations and Warranties.

Each party represents and warrants to the other party that (a) it has all necessary rights and authority to enter into this Agreement and to grant the rights and licenses hereunder; and (b) the execution of this Agreement and the performance of their respective obligations hereunder do not and will not violate any agreement to which such party is a party or by which it is otherwise bound.

13. Indemnification.

Publisher shall indemnify, defend, and hold harmless Reliable Remodeler and its directors, officers, employees, affiliates, subsidiaries, successors and assigns against any claim, demand, action, judgment, decree, loss, damage, liability, cost and expense (including reasonable legal fees and expenses) (“Losses”), which may arise from or be incurred in connection with any of the following, except to the extent such Losses are caused by the gross negligence or willful misconduct of Reliable Remodeler: (i) any breach by Publisher of any term, condition, or covenant provided in this Agreement; or (ii) any infringement or alleged infringement of any third party’s Intellectual Property right used in connection with any information supplied by Publisher to Reliable Remodeler.

14. Disclaimer of Warranties.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LINKS AND RELIABLE REMODELER CONTENT, RELIABLE REMODELER’S OR RELIABLE REMODELER CLIENTS’ WEBSITES AND ANY OTHER MATERIALS PROVIDED TO PUBLISHER ARE PROVIDED "AS IS”, WITHOUT ANY WARRANTY OF ANY KIND; AND RELIABLE REMODELER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.


15. Limitation of Liability.

RELIABLE REMODELER WILL HAVE NO LIABILITY TO PUBLISHER FOR UNAPPROVED MATERIAL, INCLUDING ALL COPIES, IMAGES, URL NAMES AND SEARCH TERMS USED BY PUBLISHER TO PROMOTE A RELIABLE REMODELER CLIENT. RELIABLE REMODELER’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF MONEY ACTUALLY PAID TO PUBLISHER BY RELIABLE REMODELER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM GIVING RISE TO ANY SUCH LIABILITY.

RELIABLE REMODELER WILL NOT HAVE ANY LIABILITY TO PUBLISHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, EQUIPMENT DOWNTIME, OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM, EVEN IF RELIABLE REMODELER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


16. Miscellaneous.

  1. Survival. The following Sections of this Agreement shall survive the expiration or termination of this Agreement indefinitely or in accordance with the survival periods expressly set forth therein: 7.c, 7.d, 7.e, 8.d, 8.e, and 9 through 16.
  2. Monitoring. Publisher acknowledges and agrees that Reliable Remodeler may monitor, via manual or automatic means, Publisher Sites to ensure compliance with this Agreement and the branding guidelines of Reliable Remodeler and Reliable Remodeler Clients.
  3. Relationship of the Parties. The parties’ relationship is one of independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, or employment relationship between the parties.
  4. Assignment. Publisher may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Reliable Remodeler.
  5. Entire Agreement. This Agreement and the exhibit attached hereto (including any pricing schedule provided by Reliable Remodeler) constitute the entire agreement between the parties regarding the subject matter hereof and supersede any other agreements or understandings (whether written or oral) between the parties regarding the subject matter hereof. Except as expressly provided herein, this Agreement may not be amended without the written consent of Reliable Remodeler and Publisher. In the event of any conflict between the provisions of any exhibit attached hereto and any other provision of this Agreement, the provisions of the applicable exhibit shall govern.
  6. Waiver. A party's waiver of, or failure to enforce, any right hereunder on one occasion will not be deemed a waiver of any other right on the same occasion or the same right on any other occasion.
  7. Severability. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.
  8. Governing Law; Venue. This Agreement will be governed by the laws of the State of Oregon without reference to its choice of law principles. The parties agree to submit to the exclusive jurisdiction of the federal and state courts located in or having jurisdiction over Portland, Oregon with respect to disputes hereunder.
  9. Notifications. Any notice, approval or other communication to the other party under this Agreement must be submitted by facsimile, email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the contact details provided by the other party.