Insider Viewpoint of Las Vegas

Insider Viewpoint of Las Vegas Salesperson Registration

IVLV Salespersons Receive Commissions on Premier Business Directory Sales and
Full Page Web Advertisements on any of the 200+ City Guides owned by IVLV

#1 Referral Salesperson Code
If you were referred to this page by an existing IVLV Salesperson, please enter their ID# in the space below. Leave blank if you were not referred by anyone to this page.
Salesperson Referral ID#:
#2 Your Contact Information
First Name:
Last Name:
Address Line 1:
Address Line 2:
City:
State (US Only):
Province (Non U.S.):
Zip/Postal Code:
Country:
E-mail:
#3 Phone Information
US Residents
Phone:	--
International Residents
Phone:
#4 Important Information
Enter Social Security Number (U.S. Individuals) or Federal Tax ID (U.S. Businesses) International applicants are welcome, not required to complete this field.
Social Security Number:
Federal Tax ID:
How did you hear about us?
Password:
Enter a Password of your choice. Passwords must be a minimum combination of 6 letters and/or numbers and with a maximum of 25 letters and/or numbers.
Please read Insider Viewpoint of Las Vegas Salesperson Affiliate Agreement:
1. AGREEMENT By completing and sending in the accompanying registration form you are agreeing to the terms and conditions of this Agreement, and entering into a legal agreement with Insider Viewpoint of Las Vegas. ("IVLV"), which contains all of the terms and conditions below and governs your participation in the "IVLV" (as defined below) Affiliate program. 2. DEFINITIONS For purposes of this Agreement, the following terms will have the indicated meanings: 1. Affiliate: The name of the company or individual or other corporate entity provided in the registration form. 2. Affiliate's Web Site: The web pages of Affiliate, as indicated in Affiliate's registration form "URL of Site." 3. Sale: When a user of Affiliate's Web Site clicks on the "IVLV" button, banner or text link and purchases one or more Services or IVLV Discount Membership Cards. 3.GRANT OF LICENSE 1.License: Subject to the terms and conditions of this Agreement, IVLV grants to Affiliate a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable royalty-free license during the term of this Agreement to display the Licensed Materials on Affiliate's Web Site, solely in connection with the exercise of Affiliate's rights under this Agreement. 2.Use: Affiliate shall apply, use, display and reproduce the Licensed Materials, in the size, place, and manner IVLV may indicate from time to time, on Affiliate's Web Site and related materials. Affiliate shall display such Licensed Materials only in a manner that complies in all material respects with IVLV's Usage Guidelines attached hereto as Exhibit B, and as modified from time to time by IVLV in its sole discretion. 3.Ownership: Affiliate acknowledges that all rights, title and interest in the Licensed Materials are exclusively owned by IVLV and/or its licensors, and that no right other than the limited license granted herein is provided to Affiliate. Affiliate shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights in the Licensed Materials or in any element, derivation, adaptation, variation or name thereof. Without limiting the foregoing, Affiliate hereby assigns to IVLV all worldwide right, title and interest in the Licensed Materials and in any material objects consisting of the Licensed Materials and/or any IVLV trademark, tradename or service mark. 4.Ownership of Goodwill: Affiliate agrees that its use of the Licensed Materials, including all IVLV trademarks, service marks and/or tradenames incorporated therein, inures to the benefit of IVLV. All goodwill or reputation in the Licensed Materials shall automatically vest in IVLV when the Licensed Materials are used by Affiliate pursuant to this Agreement. Affiliate shall not contest the validity of any of the IVLV trademarks, service marks or tradenames or IVLV's exclusive ownership of them. During the term of this Agreement, Affiliate shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the IVLV trademarks, service marks or tradenames, or any word or mark confusingly similar to them in any jurisdiction. 4.IVLV'S RIGHTS AND RESPONSIBILITIES 1..IVLV Placement at Affiliate's Site: The Banner, Button or Text Links will be displayed on Affiliate's Web Site, in a form, manner and presentation in accordance with the Usage Guidelines attached hereto as Exhibit B and instructions posted by IVLV, as modified by IVLV from time to time. 5. AFFILIATE'S RESPONSIBILITIES 1.Affiliate's Implementation Responsibilities: Affiliate shall enable users of Affiliate's Web Site to enter IVLV Sales Pages, as selected by IVLV. 2.Changes: Affiliate shall not change the Licensed Materials or any other material that may be licensed to Affiliate. 3.Affiliate's Site: Affiliate agrees that it is solely responsible for the development, maintenance and operation of Affiliate's Web Site and for all materials and content that appear on Affiliate's Web Site. 4.Publicity: Affiliate may not create, publish, or distribute any item that references IVLV without first submitting those items to IVLV and receiving IVLV's written consent. Affiliate may not issue any press release or other public statements regarding this Agreement without IVLV's prior written approval. The failure to obtain the prior written approval of IVLV shall be deemed a material breach of this Agreement. 6. CONSIDERATION 1.Consideration: IVLV will pay Affiliate a commission of per completed sale using Affiliate web site as an entry page, volume sales can increase commission. IVLV has no obligation to pay Affiliate for commissions for any sale that were not generated by means of a valid Affiliate approved web site or do not otherwise fit the definition of a Sale. Affiliate Commission on various services offered by IVLV are posted in the Affiliate Information Center. Each display advertisement, show ticket, tour, etc. can be viewed and commissions per sale are posted and additional services will be added as they become available to IVLV. 2.Terms: IVLV will pay Affiliate thirty days (30) after the end of each calendar month for all commissions earned under Section 6.1 during the prior month, less any taxes IVLV may be required to withhold, and less any amount IVLV determines, in its sole discretion, was not validly earned from proper use of the Licensed Materials on Affiliate's Web Site. If commissions earned during any month are less than $30, then IVLV, in its sole discretion, may hold those commissions until the month in which the total amount due is at least $30 or (if earlier) until this Agreement is terminated. 3.Reporting: IVLV will provide Affiliate with the ability to obtain a password that will enable Affiliate to enter a password-protected site or an area of a site communicated to Affiliate by IVLV. Affiliate may use the password to log in to that site solely to access information about the number of Sales they have generated. Affiliate understands and agrees that IVLV pays commissions based only on Sales and that the number of information requests generated may not be the same as the number of Sales 7. REPRESENTATIONS AND WARRANTIES 1.IVLV Warranties: IVLV represents and warrants that it has full power and authority to enter into this Agreement. IVLV does not warrant that the Membership Program, services or various products or the Licensed Materials will meet all of Affiliate's requirements or that performance of the Membership Program or Licensed Materials will be uninterrupted or error-free. IVLV IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS), OR FOR ANY THIRD PARTY SITES OR INFORMATION THAT CAN BE LINKED TO FROM MEMBERSHIP DISCOUNT LIST OF COMPANIES OR OTHER PRODUCTS OR SERVICES OFFERED BY IVLV. IVLV AND ITS LICENSORS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. IVLV WILL PERIODICALLY ADD OR DEDUCT MEMBERSHIP DISCOUNTS, TOURS, SHOW TICKETS AND OTHER SERVICES AND PRODUCTS AT IVLV SOLE DISCRETION. 2.Affiliate Warranties: Affiliate represents and warrants that: (i) it has full power and authority to enter into this Agreement, (ii) the content on Affiliate's Web Site, and/or the technology used by Affiliate in connection with Affiliate's Web Site and/or the means by which users access Affiliate's Web Site (a) are owned, validly licensed for use by Affiliate or in the public domain; (b) do not constitute defamation, libel, obscenity; (c) do not violate applicable laws or regulations; (d) do not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; and (e) do not result in any consumer fraud, product liability, breach of contract to which Affiliate is a party or cause injury to any third party. 8. CONFIDENTIALITY 1.During the term of this Agreement, Affiliate may have access to certain non-public information of IVLV, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by IVLV ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of Affiliate's. Affiliate agrees (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care Affiliate uses to protect its own confidential information, as long as it uses at least reasonable care. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow one party or third parties to unfairly compete with the other party resulting in irreparable harm to non-breaching party and, therefore, that upon any such breach or threat thereof, the non-breaching party shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. In addition, if the non-breaching party prevails in any legal dispute hereunder, it shall be entitled to collect its reasonable attorneys' fees and expenses. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the Nevada state and U.S. federal courts having within their jurisdiction the location of IVLV's principal place of business. Each party consents to the jurisdiction of such courts. All obligations under this Section 8 survive for 3 years after termination of the Agreement. 9. INDEMNIFICATION 1. IVLV Indemnification: IVLV shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Affiliate, which alleges facts that would constitute a breach of any warranty or representation made by IVLV under this Agreement; provided that Affiliate promptly notifies IVLV in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to IVLV (at IVLV's expense and with IVLV's choice of counsel), and cooperates fully with IVLV (at IVLV's request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for IVLV to perform the foregoing. 2.Affiliate Indemnification: Affiliate shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against IVLV, which would constitute a breach of any warranty, representation or covenant made by Affiliate under this Agreement; provided that IVLV promptly notifies Affiliate in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Affiliate at Affiliate's expense and with Affiliate's choice of counsel. IVLV shall cooperate with Affiliate, at Affiliate's expense, in defending or settling such claim. Affiliate will not enter into any settlement or compromise of any such claim without IVLV's prior consent, which shall not be unreasonably withheld. 3.Limitation of Liability: EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN OR OBLIGATIONS UNDER SECTION 9, NEITHER PARTY OR ANY OF IVLV'S LICENSORS WILL BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL IVLV'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT PAYABLE TO AFFILIATE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. 10. TERM 1.Term: The term of this Agreement (the "Term") shall commence on the date Affiliate agrees to the terms and conditions of this Agreement and shall continue in force thereafter, unless earlier terminated as provided herein. 2.Termination for Breach: If Affiliate breaches any covenant, representation and/or warranty of this Agreement, or if Affiliate engages in any action that, in IVLV's sole discretion, reflects poorly on IVLV or otherwise disparages or devalues IVLV's trademarks, service marks, tradename, reputation or goodwill, IVLV may terminate the Agreement immediately upon notice to Affiliate. 3.Termination for Convenience: Either party may terminate this Agreement on ten days written notice to the other party for any reason. 4.Termination Due to Insolvency: Either party may suspend performance and/or terminate this Agreement if the other party makes any assignment for the benefit of creditors or has any petition under bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee or receiver appointed for its business or assets or any party thereof. 5.Effect of Termination: Upon the termination of this Agreement for any reason (i) all license rights granted herein shall terminate immediately, and Affiliate shall immediately cease use of the Licensed Materials and of all IVLV trademarks, service marks and tradenames incorporated in the Licensed Materials. 11.MISCELLANEOUS 1.Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 3.3, 3.4, 7, 8, 9, 10.5 and 11 shall survive termination. 2. Notice. Any notice required for or permitted by this Agreement shall be in writing and shall be deemed delivered if delivered as indicated: (i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification of receipt, (iii) by telecopy or facsimile transmission when confirmed by telecopier or facsimile transmission report, (iv) by certified or registered mail, return receipt requested, upon verification of receipt; or (v) by the same day, when delivered by email. All notices must be sent to the addresses first described above, or to such other address that the receiving party may have provided for the purpose of notice in accordance with this Section. 3. Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets, so long as such surviving entity or purchaser shall expressly assume in writing the performance of all of the terms of this Agreement. 4. No Third Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. 5. Governing Law. This Agreement will be governed and construed, to the extent applicable, in accordance with United States law, and otherwise, in accordance with Nevada law, without regard to conflict of law principles. Except for requests for injunctive relief, any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in Clark County, Nevada under the Commercial Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 6. Independent Contractors. The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. 7. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party. 8. Compliance with Law. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement. 9. Entire Agreement. This Agreement (including the Agreement, these Terms and Conditions and all exhibits, riders and mock ups attached thereto) constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements (including without limitation, any warranties) with respect to the subject matter hereof. Any amendments to this Agreement must be in writing and executed by an officer of the parties. 10. Severability. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect. 11. Waiver. The terms or covenants of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement. 12. Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. EXHIBIT A The Licensed Materials For the display of the Licensed Materials provided as part of this Agreement, please see http://www.insidervlv.com/PremierSalesperson and http://www.insidervlv.com/Membership which is incorporated into and made part of this Agreement. EXHIBIT B IVLV USAGE GUIDELINES 1.You may use the Licensed Materials solely for the purpose authorized herein by IVLV and only in compliance with the specifications, directions, information and standards supplied by IVLV and modified by IVLV from time to time. 2.You agree to comply with any requirements established by IVLV concerning the style, design, display and use of the Licensed Materials; to correctly use the trademark symbol " or registration symbol � with every use of the trademarks, service marks and/or tradenames as part of the Licensed Materials as instructed by IVLV; to use the registration symbol � upon receiving notice from IVLV of registration of any trademarks, service marks and/or tradenames that are part of the Licensed Materials. 3.You may not alter the Licensed Materials in any manner, or use the Licensed Materials in any manner that may dilute, diminish, or otherwise damage IVLV's rights and goodwill in any IVLV trademark, tradename and/or service mark that are part of the Licensed Materials. 4.You may not use the Licensed Materials in any manner that implies sponsorship or endorsement by IVLV of services and products other than those provided by IVLV.