AFFILIATE REFERRAL & COMMISSION AGREEMENT
IMPORTANT DISPUTE NOTICE
Section 10 contains binding individual arbitration and a class-action waiver for covered disputes, subject to stated exceptions and non-waivable rights. Arbitration applies only where the Affiliate separately and affirmatively authorizes Section 10 through a legally sufficient acceptance process.
This Affiliate Referral & Commission Agreement ("Agreement") is between Glocodes Technologies Inc., a Delaware corporation doing business as curbsidemall ("curbsidemall" or "Company"), and the individual or entity validly accepting this Agreement ("Affiliate"). It governs Affiliate referrals and promotional activity and supplements the then-applicable curbsidemall Terms of Service ("Terms"), Privacy Policy, approved Affiliate Program rules, and valid separate written terms.
1. Scope, Status & Authority
1.1 Scope and Priority. This Agreement governs Affiliate participation, Merchant referrals, approved promotional activity, attribution, commissions, and related obligations. If this Agreement directly conflicts with the general Terms on an Affiliate-specific subject, this Agreement controls only to the extent of the actual conflict, subject to applicable law.
1.2 Independent Relationship. Affiliate participates as an independent contractor except where applicable law, the actual relationship, or a valid separate written agreement requires otherwise. Participation does not by itself create employment, joint employment, agency, partnership, joint venture, franchise, fiduciary duty, exclusivity, or authority to bind curbsidemall. Affiliate is responsible for taxes and expenses within Affiliate's legal responsibility and is not entitled to employee benefits solely because of participation.
1.3 No Authority to Bind. Unless expressly authorized in writing, Affiliate may not enter contracts, make warranties, modify pricing, issue refunds, grant licenses, guarantee Merchant acceptance or business success, accept liability, or otherwise create obligations for curbsidemall.
2. Qualifying Merchant Referrals & Attribution
2.1 Qualifying Merchant. A "Qualifying Merchant" is a Merchant whose registration is accepted by curbsidemall and validly attributed to Affiliate under Company records and applicable Program rules. Affiliate should use an approved referral link, code, form, documented introduction, or other method accepted by curbsidemall.
2.2 Attribution. Commissions are available only for referrals curbsidemall can reasonably verify. curbsidemall may reject or correct attribution for duplicate referrals, pre-existing or previously assigned leads, false or manipulated information, self-referrals, coordinated or sham registrations, or other referral activity that does not satisfy Program requirements. Company records control absent demonstrable error, subject to applicable law.
2.3 No Customer-Purchase Commission. This Agreement does not create a general commission on purchases made by Customers referred by Affiliate. Any separate Customer-purchase pilot or special program requires an express written agreement or Program term authorized by curbsidemall.
3. Commission Structure
3.1 Level 1 - Direct Merchant Referrals. Affiliate earns a commission equal to one percent (1%) of Commissionable Sales generated by each Qualifying Merchant directly referred by Affiliate.
3.2 Level 2 - Merchant-to-Merchant Referrals. Affiliate earns a commission equal to one-half of one percent (0.5%) of Commissionable Sales generated by each Qualifying Merchant directly referred by a Level-1 Merchant attributed to Affiliate. The Program has two commission levels only. No Level 3 or additional downstream commission is created by this Agreement.
3.3 Merchant Registration Fee Commission. For each Qualifying Merchant directly referred by Affiliate, Affiliate earns forty percent (40%) of the Merchant registration fee actually collected and retained by curbsidemall. No registration-fee commission is owed on any amount that is waived, refunded, reversed, charged back, fraudulent, uncollectible, or otherwise not retained by curbsidemall.
3.4 Commissionable Sales. "Commissionable Sales" means total curbsidemall sales generated by the applicable Qualifying Merchant and recorded as completed and settled through the Platform, adjusted for refunds, chargebacks, reversals, cancellations, fraudulent or uncollectible transactions, and other transaction corrections reasonably necessary to prevent payment on sales that were not ultimately completed or retained.
4. Commission Duration & 2026 Promotional Extension
4.1 Standard Five-Year Term. For each Qualifying Merchant, the standard commission period is five (5) years beginning on the date curbsidemall accepts and attributes that Merchant's registration, subject to this Agreement, applicable law, and the Merchant remaining eligible for Commissionable Sales.
4.2 2026 Ten-Year Promotional Eligibility. If a Qualifying Merchant is registered and validly attributed to Affiliate on or before December 31, 2026, Affiliate is eligible for a commission schedule of up to ten (10) years from that Merchant's qualifying registration date. Years 1 through 5 follow the standard commission structure in this Agreement, and Years 6 through 10 are promotional extension years governed by Section 4.3.
4.3 Annual Review of Years 6-10. Years 6 through 10 are promotional annual extension years and are subject to review and change each year by curbsidemall. Before or during an applicable extension year, curbsidemall may prospectively continue, modify, reduce, increase, condition, or discontinue the commission rate or eligibility for that future extension year, subject to applicable law and any required notice. A change will not reduce commissions already earned before the change becomes effective.
4.4 No Automatic Extension Beyond Year 10. No commission right continues beyond the applicable five-year term or, when eligible, the promotional ten-year maximum unless curbsidemall expressly agrees in writing.
5. Payment, Adjustments, Records & Taxes
5.1 Payment Eligibility. A sales commission becomes payable only after the underlying Commissionable Sale is completed, settled, properly attributed, and not subject to a disqualifying refund, chargeback, reversal, fraud finding, or other valid adjustment. A Merchant Registration Fee Commission becomes payable only after the applicable registration fee is successfully collected, settled, and retained by curbsidemall. Affiliate commissions will be calculated monthly and paid within fifteen (15) days after the end of each calendar month, subject to the adjustments and corrections permitted under this Agreement.
5.2 Corrections and Offsets. curbsidemall may correct calculation or attribution errors and may offset or recover overpayments caused by refunds, chargebacks, duplicate attribution, fraud, clerical error, or materially inaccurate information, to the extent permitted by law. Affiliate must reasonably cooperate in resolving bona fide commission questions.
5.3 Taxes and Records. Affiliate is responsible for taxes, filings, licenses, and records within Affiliate's legal responsibility. Affiliate must provide accurate payment and tax information reasonably required for lawful payment and reporting.
6. Marketing, Conduct, Brand & Data
6.1 Lawful Promotion. Affiliate must market truthfully and professionally; use approved or accurate current information; clearly disclose the Affiliate relationship where required; and comply with applicable advertising, endorsement, privacy, anti-spam, telemarketing, consumer-protection, and other laws relevant to Affiliate's activity.
6.2 Prohibited Conduct. Affiliate may not make deceptive claims, promise guaranteed revenue or acceptance, impersonate curbsidemall personnel, manipulate referrals or accounts, create fake or duplicate Merchants, submit unauthorized registrations, misuse Customer or Merchant information, interfere with another Affiliate's valid attribution, or engage in fraud, harassment, unlawful discrimination, threats, retaliation, or materially misleading conduct.
6.3 Brand, Intellectual Property & Protected Business Information. curbsidemall trademarks, logos, content, technology, software, referral tools, databases, documentation, merchant and partner information, non-public pricing, financial information, product plans, system architecture, workflows, operational methods, merchant-acquisition methods, market-development strategies, business methods, know-how, combinations of features, specifications, prototypes, designs, processes, and other proprietary or confidential materials remain owned by curbsidemall or their respective owners. "Protected Business Information" means any non-public information, concept, compilation, method, system, process, design, strategy, relationship information, technical information, or know-how disclosed or made available through the Affiliate relationship that derives value from not being generally known or that curbsidemall reasonably treats as confidential or proprietary. Affiliate receives only a limited, revocable, nonexclusive right to use authorized materials solely for the Affiliate Program. No disclosure grants Affiliate any ownership, license, residual right, or right to commercialize Protected Business Information except as expressly authorized in writing.
6.4 Competitive Use Restriction; No Replication or Derivative Competing Business. To the fullest extent permitted by law, Affiliate shall not, directly or indirectly, use Protected Business Information to conceive, design, develop, build, finance, launch, own, operate, manage, control, market, license, sell, advise, consult for, or materially assist any business, platform, application, marketplace, program, or service that competes with curbsidemall or substantially replicates, substitutes for, or derives from curbsidemall's protected non-public business model, technology, workflows, merchant-acquisition system, Community Commerce structure, referral structure, fulfillment structure, platform architecture, or other Protected Business Information. Affiliate may engage in lawful independent business and competition based solely on public information, pre-existing knowledge, or independently developed information, but may not use curbsidemall as a blueprint, shortcut, source, testing ground, or foundation for a competing venture.
6.5 No Direct or Indirect Assistance; No Concealed Participation. Affiliate may not evade Section 6.4 by acting through another person or entity. Prohibited participation includes directing, funding, investing in for the purpose of enabling, forming, controlling, managing, advising, supplying protected information to, providing strategic assistance to, or knowingly serving as a nominee, intermediary, contractor, consultant, officer, director, partner, or beneficial participant in a competing venture where the participation uses or depends upon Protected Business Information. Ordinary passive investment in a publicly traded company, without control or disclosure of Protected Business Information, is not prohibited.
6.6 Non-Circumvention. During Affiliate participation and for twenty-four (24) months after termination, to the fullest extent permitted by law, Affiliate shall not knowingly use Protected Business Information, curbsidemall introductions, or Program relationships to bypass curbsidemall and directly or indirectly divert, contract with, transfer, redirect, or appropriate a Qualifying Merchant, active prospective Merchant, Community Commerce participant, Chamber, shopping-center relationship, service provider, strategic partner, or other business opportunity first learned of or materially developed through curbsidemall for the purpose of avoiding curbsidemall, depriving curbsidemall of reasonably expected business, or moving the relationship to a competing marketplace or platform. This restriction does not apply to demonstrably pre-existing or independently developed relationships not obtained through curbsidemall.
6.7 Merchant, Partner & Personnel Non-Solicitation. During Affiliate participation and for twenty-four (24) months after termination, to the fullest extent permitted by law, Affiliate shall not knowingly solicit, induce, recruit, encourage, or assist in causing (a) a Qualifying Merchant, active prospective Merchant, Chamber, shopping center, Community Commerce participant, or strategic partner first introduced through curbsidemall to terminate, materially reduce, or move its curbsidemall relationship to a directly competing platform, or (b) a curbsidemall employee, developer, contractor, consultant, or key service provider with whom Affiliate had material contact through the Program to leave or materially reduce services in order to join or assist a competing venture. General advertising not specifically targeted at such persons and independently sourced relationships are excluded.
6.8 No Reverse Engineering, Scraping, Benchmarking, Extraction or Training Use. Except to the extent a restriction is prohibited by applicable law, Affiliate may not reverse engineer, decompile, disassemble, scrape, crawl, systematically extract, copy, mirror, benchmark for competitive replication, reproduce, map, reconstruct, or attempt to derive non-public Platform code, data models, APIs, system design, merchant or customer datasets, ranking logic, workflows, specifications, technical architecture, or Protected Business Information. Affiliate may not upload, disclose, or use Protected Business Information to train, fine-tune, prompt, evaluate, or build any artificial-intelligence, machine-learning, software-development, or automated system for the purpose of replicating or competing with curbsidemall.
6.9 Return, Deletion & Certification. Upon curbsidemall's request or termination of Affiliate participation, Affiliate shall promptly stop using Protected Business Information and, within five (5) business days unless a different period is required by law, return or securely destroy all copies in Affiliate's possession or control, including local files, cloud storage, notes, exports, credentials, screenshots, compilations, and derivative materials containing Protected Business Information. Upon request, Affiliate shall provide a written certification of compliance signed by Affiliate or an authorized representative. Legally required archival copies may be retained only for the required purpose and remain subject to this Agreement.
6.10 No Residuals; Independent Development. Information retained in unaided memory does not create a right to use Protected Business Information. Affiliate may rely on an independent-development defense only to the extent the allegedly independent material was developed without use of Protected Business Information. Publicly available information, information lawfully possessed before disclosure without a duty of confidentiality, and information lawfully obtained from an independent third party without breach are excluded from Protected Business Information. Affiliate should preserve contemporaneous records reasonably sufficient to establish claimed independent development if a material dispute arises.
6.11 Notice, Cooperation & Evidence Preservation. Affiliate shall promptly notify curbsidemall upon learning of any material unauthorized access, disclosure, copying, competitive use, solicitation, circumvention, or suspected misappropriation of Protected Business Information within Affiliate's knowledge or control. Affiliate shall reasonably cooperate with lawful protective measures and preserve relevant records, communications, devices, files, and account information once Affiliate knows or reasonably should know of a dispute, investigation, preservation request, or threatened claim.
6.12 Remedies & Survival. Affiliate acknowledges that breach of Sections 6.3 through 6.11 may cause immediate and irreparable harm, loss of confidential relationships, loss of competitive advantage, or misuse of information that may be difficult to measure solely in money damages. Subject to Section 10 and applicable law, curbsidemall may seek temporary, preliminary, emergency, or permanent injunctive relief; specific performance where available; an accounting; actual damages; unjust-enrichment or disgorgement remedies where legally available; recovery or destruction of misappropriated materials; and any other lawful remedy, without double recovery. Sections protecting ownership, trade secrets, confidential information, no-replication obligations, reverse-engineering restrictions, return/deletion duties, evidence preservation, and remedies survive for as long as the applicable rights or information remain legally protectable. The twenty-four (24)-month restrictions in Sections 6.6 and 6.7 survive for their stated periods.
7. Investigation, Suspension, Termination & Existing Referrals
7.1 Protective Action. curbsidemall may investigate suspected fraud, referral manipulation, duplicate accounts, false claims, unlawful marketing, privacy or security violations, brand misuse, competitive misuse, replication, circumvention, prohibited solicitation, personnel raiding, reverse engineering, scraping, unauthorized copying or extraction, misuse of artificial intelligence or automated systems, failure to return or delete protected materials, evidence destruction, payment irregularities, or other material violations. curbsidemall may require verification, supporting records, remediation, return or deletion of materials, written certification, evidence preservation, suspension of access, credential reset, or temporary restrictions while a matter is reviewed.
7.2 Termination. curbsidemall may warn, restrict, suspend, deactivate, or terminate Affiliate participation immediately for material or repeated violations, fraud, unlawful conduct, manipulation, misrepresentation, investigation obstruction, security/privacy violations, competitive misuse, replication, circumvention, prohibited solicitation, personnel raiding, unauthorized copying or extraction, misuse of Protected Business Information, failure to return or delete protected materials, or materially similar risk. Affiliate may stop participating at any time, but termination does not release surviving obligations.
7.3 Effect on Commissions. Termination does not eliminate commissions already validly accrued. Unless termination results from fraud, referral manipulation, material breach, unlawful conduct, or another basis that lawfully permits disqualification, termination alone does not automatically cancel future commissions on previously Qualifying Merchants during an otherwise applicable commission term. Any disqualification or withholding must be reasonably related to the violation, affected referral, payment, or lawful risk.
8. Risk Allocation, Indemnification & Liability
8.1 Affiliate Responsibility. To the fullest extent permitted by law, Affiliate shall defend where applicable, indemnify, and hold harmless curbsidemall and its applicable affiliates, officers, directors, employees, authorized representatives, contractors, licensors, successors, and assigns from qualifying third-party claims arising from matters legally attributable to Affiliate, including unlawful or deceptive marketing, unauthorized representations, privacy violations, infringement, referral fraud, misuse of data, unauthorized competitive use, misappropriation of Protected Business Information, circumvention, prohibited solicitation, unauthorized copying or extraction, or breach of this Agreement.
8.2 Platform and Earnings Disclaimer. curbsidemall does not guarantee Merchant acceptance, Merchant sales, Affiliate earnings, uninterrupted Platform availability, or business success. Compensation depends on qualifying referrals and Commissionable Sales. The Platform and related technologies remain subject to the disclaimers and limitations in the Terms, and non-waivable rights remain unaffected.
9. Notices, Amendments & General Terms
9.1 Notices and Program Changes. curbsidemall may provide operational, payment, contractual, policy, security, and legal communications through lawful electronic or other designated methods. Affiliate must keep contact information current. Program rules and this Agreement may be amended prospectively for lawful business, operational, fraud-prevention, technology, security, or legal reasons, with notice or assent where required. Section 4.3 specifically governs annual changes to promotional Years 6-10.
9.2 General. Subject to law, curbsidemall may assign this Agreement in connection with a merger, reorganization, acquisition, asset or operations sale, change of control, financing, or lawful succession. Affiliate may not transfer the Affiliate account, referral attribution, commission rights, or any authorization to access Protected Business Information without written authorization except where law requires otherwise. Invalid or unenforceable provisions are limited, revised, or severed to the minimum extent legally permitted while preserving the parties' lawful protective intent; failure to enforce is not a waiver. Accrued payment, confidentiality, intellectual-property, competitive-use, no-replication, non-circumvention, non-solicitation, return/deletion, evidence-preservation, indemnification, dispute, investigation, and record obligations survive as stated or as their nature requires.
10. Dispute Resolution, Arbitration & Governing Law
10.1 Good-Faith Resolution. Before formal litigation or arbitration, the parties should, where reasonably practicable, attempt good-faith direct resolution. A dispute notice should identify the claimant, Affiliate account, relevant Merchant or commission if applicable, material facts, requested resolution, and available supporting information. Unless emergency relief or law requires otherwise, arbitration ordinarily should not begin until thirty (30) days after a substantially complete dispute notice.
10.2 Binding Individual Arbitration. EXCEPT FOR EXCLUDED DISPUTES OR RIGHTS THAT CANNOT LAWFULLY BE WAIVED, curbsidemall AND AFFILIATE, UPON AFFILIATE'S SEPARATE AFFIRMATIVE AUTHORIZATION BELOW, AGREE THAT COVERED DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE AFFILIATE PROGRAM, REFERRALS, ATTRIBUTION, COMMISSIONS, PAYMENTS, ACCOUNT ACTIONS, PLATFORM USE, OR SERVICES WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN A COURT TRIAL. The Federal Arbitration Act applies to the extent applicable. Unless another valid agreement specifies otherwise, arbitration will ordinarily be administered by the American Arbitration Association under the rules applicable to the dispute.
10.3 Exceptions; Individual Proceedings. Arbitration does not apply where law requires or permits another forum, including eligible small-claims matters; temporary, preliminary, emergency, or provisional judicial relief; proceedings protecting intellectual property, trade secrets, Platform systems, cybersecurity, confidential information, or evidence; governmental, regulatory, or criminal proceedings; non-arbitrable claims; and non-waivable rights. TO THE FULLEST EXTENT PERMITTED BY LAW, COVERED DISPUTES SUBJECT TO ARBITRATION WILL BE RESOLVED INDIVIDUALLY, NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, REPRESENTATIVE, PRIVATE-ATTORNEY-GENERAL, OR OTHER REPRESENTATIVE PROCEEDING SEEKING RELIEF FOR NONPARTIES, subject to applicable law.
10.4 Governing Law. Except where federal or mandatory law requires otherwise, Nevada law governs without regard to conflict rules requiring another jurisdiction's law. The Federal Arbitration Act governs arbitration matters to the extent applicable. Subject to this Section and applicable law, court claims may be heard by courts with jurisdiction and, where legally permissible, the parties consent to state courts in Clark County, Nevada and the United States District Court for the District of Nevada.
11. Affiliate Digital Acceptance & Separate Protective Authorizations
11.1 Electronic Agreement Acceptance. No handwritten signature is required where this Agreement is accepted through curbsidemall's legally sufficient electronic acceptance process. Affiliate must affirmatively select each required acknowledgment below and then select the "Accept & Register" control. By doing so, Affiliate confirms that it has reviewed and agrees to this Agreement and applicable incorporated terms, subject to non-waivable rights.
11.2 Electronic Acceptance Record. curbsidemall may maintain an electronic record of acceptance, including the Affiliate account or legal name, account email or identifier, Agreement version, date and time of acceptance, IP address, device or session information, checkbox selections, and acceptance-event or reference data, subject to applicable law and the Privacy Policy. This record may be used to evidence acceptance.
11.3 Completion Requirement. Affiliate registration may not be completed unless all required acknowledgments are affirmatively selected. Selecting "Accept & Register" constitutes Affiliate's electronic acceptance of this Agreement and the separate authorizations above.
CHAMBER OF COMMERCE AGREEMENT
IMPORTANT DISPUTE NOTICE
Section 10 contains binding individual arbitration and a class-action waiver for covered disputes, subject to stated exceptions and non-waivable rights. Arbitration applies only where the Chamber separately and affirmatively authorizes Section 10 through a legally sufficient acceptance process.
This Chamber of Commerce Agreement ("Agreement") is between Glocodes Technologies Inc., a Delaware corporation doing business as curbsidemall ("curbsidemall" or "Company"), and the Chamber of Commerce or similar approved membership organization validly accepting this Agreement ("Chamber"). This Agreement becomes effective when Chamber validly accepts it. It governs approved Chamber participation, Member Merchant outreach, Community Commerce collaboration, and applicable revenue participation, and supplements the then-applicable curbsidemall Terms of Service ("Terms"), Privacy Policy, lawful Chamber program rules, and valid separate written terms.
1. Scope, Chamber Status & Authority
1.1 Chamber Collaboration. Chamber may participate in approved activities intended to strengthen member visibility, Merchant modernization, Community Commerce, local business growth, Customer access, educational initiatives, networking, innovation programs, and other authorized community-economic-development activities.
1.2 Independent Organization. Chamber remains an independent organization. Participation does not by itself create employment, agency, partnership, joint venture, franchise, fiduciary duty, ownership interest, exclusivity, or authority to bind curbsidemall. curbsidemall does not represent Chamber, and Chamber does not represent curbsidemall except to the limited extent expressly authorized in writing.
1.3 No Authority to Bind. Unless expressly authorized in writing, Chamber may not enter contracts, make warranties, modify pricing, issue refunds, grant licenses, guarantee Merchant acceptance or business success, accept liability, or otherwise create obligations for curbsidemall.
2. Member Merchant Outreach, Enrollment & Community Commerce
2.1 Member Outreach. Chamber may introduce curbsidemall to its members; promote approved information, education, networking, and modernization initiatives; support lawful Merchant outreach; and encourage eligible members to evaluate curbsidemall independently.
2.2 Independent Merchant Decision. Each Member Merchant decides independently whether to register or participate. Chamber may not enroll a Member Merchant, accept Merchant terms, guarantee acceptance, set Merchant pricing, or make operational commitments on behalf of a Member Merchant or curbsidemall without lawful authority.
2.3 Community Commerce. Chamber may support approved Community Commerce Network activities, cross-promotion, member education, local buying initiatives, community events, business-resource sharing, and other lawful collaboration. Participation by Chamber members remains voluntary unless a separate written agreement expressly provides otherwise.
3. Chamber Revenue Participation & Attribution
3.1 Revenue Participation. Subject to this Agreement, Chamber is eligible to receive one percent (1.0%) of Commissionable Sales generated through curbsidemall by Qualifying Member Merchants validly attributed to Chamber. This contractual payment is program compensation only and does not create equity, ownership, a securities interest, partnership, fiduciary status, or a right to control curbsidemall or any Merchant.
3.2 Qualifying Member Merchant. A "Qualifying Member Merchant" is an eligible Chamber member that validly registers with curbsidemall through an approved Chamber attribution method, satisfies applicable Merchant verification and activation requirements, remains in good standing under applicable curbsidemall terms, and is not excluded by fraud, duplicate attribution, prior registration, or another controlling written attribution rule.
3.3 Commissionable Sales. "Commissionable Sales" means eligible sales actually processed through curbsidemall and attributed to a Qualifying Member Merchant, excluding taxes, tips where applicable, refunds, reversals, chargebacks, fraudulent or invalid transactions, promotional amounts not collected, and other amounts excluded by applicable written program rules. Chamber compensation accrues only while this Agreement remains active unless a separate written compensation schedule expressly provides a different duration.
3.4 Statements, Adjustments & Payment. curbsidemall may provide periodic statements showing attributed Qualifying Member Merchants, Commissionable Sales, adjustments, and compensation. Payments are calculated monthly and, absent a documented exception, are paid within fifteen (15) days after the end of each calendar month, subject to valid reversals, fraud controls, tax reporting, offsets expressly permitted by agreement or law, and correction of calculation errors.
4. Gift Cards, Special Programs & No Guaranteed Results
4.1 Optional Gift Card or Financial Programs. Chamber participation in Merchant Gift Card, loyalty, wallet, fundraising, trade, or other financial or stored-value programs is not automatic and requires applicable program activation, disclosures, operational procedures, and any additional written terms required by curbsidemall or law. Chamber is not responsible for such a program unless it expressly accepts that role in writing.
4.2 No Guaranteed Results. curbsidemall does not guarantee Member Merchant registrations, referrals, Customer traffic, sales, revenue, compensation, member retention, economic-development results, or commercial success. Chamber is responsible for its own membership programs, dues, governance, events, personnel, communications, and legal obligations.
5. Marketing, Confidentiality, Data & Brand
5.1 Lawful Marketing and Representation. Chamber must accurately describe its relationship with curbsidemall, use lawful and truthful outreach, obtain required marketing or communication consents, avoid spam and deceptive or misleading advertising, and not make unauthorized promises, guarantees, endorsements, certifications, or income claims.
5.2 Confidential Information & Data. Chamber must protect non-public Company, Merchant, Customer, program, pricing, technology, operational, lead, account, and other confidential information received through participation. Personal information may be collected, accessed, used, disclosed, or retained only as authorized and legally permitted. Chamber must promptly report material privacy, cybersecurity, credential, fraud, or data incidents connected with program activities that could materially affect curbsidemall or participants and are within Chamber's knowledge or control.
5.3 Brand and Intellectual Property. Each party retains ownership of its trademarks, logos, content, technology, membership materials, and proprietary information. Chamber receives only a limited, revocable, nonexclusive right to use authorized curbsidemall materials for approved activities. Co-branded communications and public announcements must follow approved brand and publicity requirements.
6. Chamber Responsibilities, Taxes, Expenses & Insurance
6.1 Chamber-Controlled Activities. Chamber remains responsible for its own organization, board and staff, members, volunteers, facilities, events, communications, permits, governance, membership records, safety responsibilities, and legal compliance to the extent within its control or legal responsibility.
6.2 Taxes and Expenses. Chamber is responsible for taxes, filings, licenses, personnel costs, marketing costs, and other expenses within its legal responsibility unless a separate written agreement expressly provides otherwise. Chamber is responsible for providing tax documentation reasonably required for lawful payment.
6.3 Insurance. Chamber remains responsible for insurance appropriate to its own activities and legal obligations. Nothing in this Agreement represents that any particular type or amount of insurance is sufficient.
7. Prohibited Conduct, Investigation & Termination
7.1 Prohibited Conduct. Chamber may not provide materially false information; make unauthorized commitments for curbsidemall; misuse confidential or personal information; manipulate referrals, compensation, program participation, reviews, or records; engage in fraud, unlawful marketing, deceptive conduct, harassment, unlawful discrimination, retaliation, infringement, or knowing misrepresentation; interfere with another participant; circumvent Platform safeguards; or materially abuse the applicable program.
7.2 Investigation and Protective Action. curbsidemall may investigate suspected fraud, misrepresentation, account misuse, unauthorized activity, compensation manipulation, privacy or security concerns, or other material violations and may require verification, supporting records, remediation, evidence preservation, or temporary restrictions while a matter is reviewed.
7.3 Suspension and Termination. curbsidemall may warn, restrict, suspend, deactivate, or terminate participation for material or repeated violations, fraud, unlawful conduct, loss of eligibility or authority, investigation obstruction, serious privacy or security violations, or materially similar risk. Chamber may discontinue future participation at any time, subject to accrued obligations and valid separate terms. Termination does not affect rights or obligations accrued before termination.
8. Indemnification & Platform Limitations
8.1 Chamber Responsibility. To the fullest extent permitted by law, Chamber shall defend where applicable, indemnify, and hold harmless curbsidemall and its applicable affiliates, officers, directors, employees, authorized representatives, contractors, licensors, successors, and assigns from qualifying third-party claims arising from matters legally attributable to Chamber, including unauthorized representations, unlawful marketing, privacy violations, infringement, fraud, misuse of data, Chamber-controlled events, membership activities, communications, referrals, unlawful marketing, or compensation-related misrepresentations, or breach of this Agreement.
8.2 Platform and Program Limitations. curbsidemall does not guarantee uninterrupted Platform availability, Member Merchant participation, Customer traffic, referrals, promotions, registrations, compensation, sales, revenue, membership growth, economic-development results, business growth, market share, or commercial success. The Platform and related technologies remain subject to the disclaimers and limitations in the Terms, and non-waivable rights remain unaffected.
9. Notices, Amendments & General Terms
9.1 Notices and Program Changes. curbsidemall may provide operational, contractual, security, program, policy, and legal communications through lawful electronic or other designated methods. Chamber must keep contact information current. This Agreement and applicable program rules may be amended prospectively for lawful business, operational, fraud-prevention, technology, security, or legal reasons, with notice or assent where required.
9.2 Non-Exclusivity and Assignment. Unless a separate written agreement provides otherwise, the relationship is nonexclusive. Subject to law, curbsidemall may assign this Agreement in connection with a merger, reorganization, acquisition, asset or operations sale, change of control, financing, or lawful succession. Chamber may not transfer program rights or compensation rights without written authorization except where law requires otherwise.
9.3 Survival, Severability & Contract Priority. Invalid provisions are limited or severed to the minimum lawful extent; failure to enforce is not a waiver; and accrued payment obligations, confidentiality, privacy, intellectual-property, indemnification, dispute, investigation, and other obligations that by their nature should survive remain effective after termination. This Agreement, the applicable Terms, Privacy Policy, program-specific written terms, and other validly incorporated terms govern the relationship. If valid provisions irreconcilably conflict, an express order-of-precedence provision controls; otherwise the more-specific valid written provision governing the subject controls to the extent permitted by law. Informal communications do not modify this Agreement unless made by a person with actual authority through a legally sufficient modification.
10. Dispute Resolution, Arbitration & Governing Law
10.1 Good-Faith Resolution. Before formal litigation or arbitration, the parties should, where reasonably practicable, attempt good-faith direct resolution. A dispute notice should identify the claimant, applicable account or program, material facts, requested resolution, and available supporting information. Unless emergency relief or law requires otherwise, arbitration ordinarily should not begin until thirty (30) days after a substantially complete dispute notice.
10.2 Binding Individual Arbitration. EXCEPT FOR EXCLUDED DISPUTES OR RIGHTS THAT CANNOT LAWFULLY BE WAIVED, curbsidemall AND CHAMBER, UPON CHAMBER'S SEPARATE AFFIRMATIVE AUTHORIZATION BELOW, AGREE THAT COVERED DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, PROGRAM PARTICIPATION, COMPENSATION, ACCOUNT ACTIONS, PLATFORM USE, OR SERVICES WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN A COURT TRIAL. The Federal Arbitration Act applies to the extent applicable. Unless another valid agreement specifies otherwise, arbitration will ordinarily be administered by the American Arbitration Association under the rules applicable to the dispute.
10.3 Exceptions; Individual Proceedings. Arbitration does not apply where law requires or permits another forum, including eligible small-claims matters; temporary, preliminary, emergency, or provisional judicial relief; proceedings protecting intellectual property, trade secrets, Platform systems, cybersecurity, confidential information, or evidence; governmental, regulatory, or criminal proceedings; non-arbitrable claims; and non-waivable rights. TO THE FULLEST EXTENT PERMITTED BY LAW, COVERED DISPUTES SUBJECT TO ARBITRATION WILL BE RESOLVED INDIVIDUALLY, NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, REPRESENTATIVE, PRIVATE-ATTORNEY-GENERAL, OR OTHER REPRESENTATIVE PROCEEDING SEEKING RELIEF FOR NONPARTIES, subject to applicable law.
10.4 Governing Law. Except where federal or mandatory law requires otherwise, Nevada law governs without regard to conflict rules requiring another jurisdiction's law. The Federal Arbitration Act governs arbitration matters to the extent applicable. Subject to this Section and applicable law, court claims may be heard by courts with jurisdiction and, where legally permissible, the parties consent to state courts in Clark County, Nevada and the United States District Court for the District of Nevada.
11. Chamber Acceptance & Separate Arbitration Authorization
11.1 Agreement Acceptance. By signing, selecting an applicable "I Agree" or "Accept" control, checking an identified acknowledgment box, or otherwise validly accepting this Agreement through a legally sufficient process, Chamber confirms that it has reviewed and agrees to this Agreement and applicable incorporated terms, subject to non-waivable rights.
CHAMBER'S SEPARATE ARBITRATION AUTHORIZATION: Chamber specifically and affirmatively agrees to Section 10, including binding individual arbitration and the class-action waiver, to the extent valid and enforceable under applicable law.