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Terms of Service
FOREWORD Our affiliates are very important
to us. We do our best to treat you with the fairness and respect you deserve.
We simply ask the same consideration of you. We have written the following
affiliate agreement with you in mind, as well as to protect our company's good
name. So please bear with us as we take you through this legal formality. If you have any questions, please
don't hesitate to let us know. We are strong believers in straight-forward and
honest communication. For quickest results please email us at email@example.com.
Best regards, K. Marie Alto
AGREEMENT & TERMS OF SERVICE
**PLEASE READ THE ENTIRE AGREEMENT.
**YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
**THIS IS A LEGAL AGREEMENT
BETWEEN YOU AND BRAD AND MOO MERCHANTS, LLC.
Please read the terms and conditions of this affiliate program agreement
carefully before you join our program or begin marketing our program. These
terms and conditions are written in plain language intentionally avoiding
legalese to ensure that they may be clearly understood and followed by
affiliates. Each affiliate is responsible for assuring that its employees,
agents, and contractors comply with this agreement.
BY SUBMITTING THE ONLINE APPLICATION TO JOIN OUR AFFILIATE PROGRAM, YOU ARE
AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM
1. Overview This Agreement contains the
complete terms and conditions that apply to you becoming an affiliate in Brad
and Moo Merchants LLC's (“Merchant”) Affiliate Program. The purpose of this
Agreement is to allow HTML linking between your web site and the www.furrytoebeans.com web site (owned
and operated by Brad and Moo Merchants LLC).
As used in these terms and
conditions: (i) “We”, “us”, “our” or “merchant” refers to Brad and Moo
Merchants LLC and our website; (ii) “you” or “your” refers to the affiliate;
(iii) “our website” refers to the merchant website located at www.furrytoebeans.com;
(iv) “your website” refers to any websites that you will link to our website;
(v) “Program” refers to the Merchant Affiliate Program.
ENROLLMENT To begin the enrollment process,
you will complete and submit the online application. After receiving your
application, we will review your website and notify you of your acceptance or
rejection into our program. Please allow up to 5 business days for your
application to be reviewed. The fact that we may auto-approve some applications
does not imply that we may not re-evaluate your application at a later time.
We reserve the right to reject
any application for any reason, however we encourage you to contact us if you
feel we have made an incorrect decision. Including all of the websites that you
use in your profile will help us make a better decision.
WEBSITE RESTRICTIONS Your participating website(s) may
not: 1. Infringe on our or anyone
else's intellectual property, publicity, privacy or other rights. 2. Violate any law, rule or
regulation. 3. Contain any content that is
threatening, harassing, defamatory, obscene, harmful to minors, or contains
nudity, pornography, or sexually explicit materials. 4. Contain any viruses, Trojan
horses, worms, time bombs, cancel bots, or other computer programming routines
that are intended to damage, interfere with, surreptitiously intercept, or
expropriate any system, data, or personal information.
5. Contain software or use
technology that attempts to intercept, divert, or redirect Internet traffic to
or from any other website, or that potentially enables the diversion of affiliate
commissions from another website. This includes toolbars, browser plug-ins,
extensions, and add-ons or any other tool or technology.
(Zero Tolerance) - You are free to promote your
own web sites, but naturally any promotion that mentions www.furrytoebeans.com’ s products could
be perceived by the public or the press as a joint effort. You should know that
certain forms of advertising are always prohibited by Brad and Moo Merchants
LLC. For example, advertising commonly referred to as "spamming" is
unacceptable to us and could cause damage to our name.
- Other generally prohibited
forms of advertising include the use of unsolicited commercial email (UCE),
postings to non-commercial newsgroups and cross-posting to multiple newsgroups
at once. In addition, you may not advertise in any way that effectively
conceals or misrepresents your identity, your domain name, or your return email
address. You may use mailings to customers to promote www.furrytoebeans.com so long as the
recipient is already a customer or subscriber of your services or web site, and
recipients have the option to remove themselves from future mailings.
- You may post to newsgroups to
promote us so long as the news group specifically welcomes commercial messages.
At all times, you must clearly represent yourself and your web sites as
independent from www.furrytoebeans.com.
- If it comes to our attention
that you are spamming, we will consider that cause for immediate termination of
this Agreement and your participation in our affiliate program. Any pending
balances owed to you will not be paid if your account is terminated due to such
unacceptable advertising or solicitation. - Affiliates that among other
keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such
as Toe Beans, www.furrytoebeans.com,
Brad and Moo Merchants, and/or any misspellings or similar alterations of these
– be it separately or in combination with other keywords – and do not direct
the traffic from such campaigns to their own website prior to re-directing it
to ours, will be considered trademark violators, and will be banned from
Merchant’s Affiliate Program.
- We will do everything possible
to contact the affiliate prior to the ban. However, we reserve the right to
expel any trademark violator from our affiliate program without prior notice,
and on the first occurrence of such PPC bidding behavior. - Affiliates are not prohibited from keying in prospect’s
information into the lead form as long as the prospects’ information is real
and true, and these are valid leads (i.e. sincerely interested in Merchant’s
service). - Affiliate shall not transmit
any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,”
“Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,”
“Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from
the time the consumer clicks on a qualifying link until such time as the
consumer has fully exited Merchant’s site (i.e., no page from our site or any www.furrytoebeans.com’ s content or
branding is visible on the end-user’s screen).
- As used herein a.
“Parasiteware™” and “Parasitic Marketing” shall mean an application that (a)
through accidental or direct intent causes the overwriting of affiliate and non-affiliate
commission tracking cookies through any other means than a customer initiated
click on a qualifying link on a web page or email; (b) intercepts searches to
redirect traffic through an installed software, thereby causing, pop ups,
commission tracking cookies to be put in place or other commission tracking
cookies to be overwritten where a user would under normal circumstances have
arrived at the same destination through the results given by the search (search
engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot
and similar search or directory engines); (c) set commission tracking cookies
through loading of Merchant site in IFrames, hidden links and automatic pop ups
that open Merchant’s site; (d) targets text on web sites, other than those web
sites 100% owned by the application owner, for the purpose of contextual
marketing; (e) removes, replaces or blocks the visibility of affiliate banners
with any other banners, other than those that are on web sites 100% owned by
the owner of the application.
LINKING TO OUR WEBSITE Upon acceptance into the Program,
links will be made available to you through the interface. You will be
able to review the Program's details and previously published affiliate
newsletters, download HTML code that provides for links to web pages within our
website and banner creatives, browse and get tracking codes for our coupons and
Your acceptance in our program
means you agree to and abide by the following. 1. You will only use linking code
we provide you for each banner, text link, or other affiliate link obtained
from the affiliate interface without manipulation.
2. We reserve the right, at any
time, to review your placement and approve the use of Your Links and require
that you change the placement or use to comply with the guidelines provided to
3. All domains that use
your affiliate link must be listed in your affiliate profile. 4. Your Website will not in any
way copy, resemble, or mirror the look and feel of our Website. You will also
not use any means to create the impression that your Website is our Website or
any part of our Website including, without limitation, framing of our Website
in any manner. 5. You may not engage in cookie
stuffing or include pop-ups, false or misleading links on your website. In
addition, wherever possible, you will not attempt to mask the referring url
information (i.e. the page from where the click is originating). 6. Using redirects to bounce a
click off of a domain from which the click did not originate in order to give
the appearance that it came from that domain (also known as cloaking) is
**If you are found redirecting
links to hide or manipulate their original source, or in violation of any zero tolerance policy, your current and past
commissions will be voided, AND your commission level will be set to 0%.
This does not include using "out" redirects from the same domain
where the affiliate link is placed. *** 7. The maintenance and the
updating of your site will be your responsibility. We may monitor your site as
we feel necessary to make sure that it is up-to-date and to notify you of any
changes that we feel should enhance your performance. 8. It is entirely your responsibility
to follow all applicable intellectual property and other laws that pertain to
your site. You must have express permission to use any person's copyrighted
material, whether it be a writing, an image, or any other copyrightable work.
We will not be responsible (and you will be solely responsible) if you use
another person's copyrighted material or other intellectual property in
violation of the law or any third-party rights.
9. You will not, in connection
with this Agreement, display or reference on your site, any trademark or logo
of any third party seller appearing on our website unless you have an
independent license for the display of such trademark or logo; use any data,
images, text, or other information obtained by you from us or our website in connection
with this Agreement only in a lawful manner and only in accordance with the
terms of this Agreement. 10. We grant you a limited,
nonexclusive, non-transferable, revocable right to use the graphic image and
text solely for the purpose of you participating in the Program. You may not
modify the graphic image or text in any way. All of our rights in the graphic
image and text, any other images, our trade names and trademarks, and all other
intellectual property rights are reserved. Should we decide to revoke your
license, we will give you notice. 11. You acknowledge our ownership
of our licensed materials, agree that you will not do anything inconsistent
with our ownership and that all of your use of the licensed materials will
inure to the benefit of, and on behalf of, the Program. You agree that nothing
is this Agreement gives you any right, title or interest in the licensed
materials other than the right to use the licensed materials in accordance with
1. You may not (zero tolerance)bid on any of our
trademarked terms (which are identified below), including any variations or
misspellings thereof for search or content-based campaigns on Google, Bing,
MSN, Yahoo, Facebook or any other network unless given written permission first
from us. 2. You may not (zero tolerance) use our
trademarked terms, including any variations or misspellings as per #1 above, in
sequence with any other keyword (including, but not limited to 'Merchant
Coupons', 'Merchant Discount Codes', 'Merchant Promo', etc). 3. You may not (zero tolerance) use our
trademarked terms in your ad title, ad copy, display name or as the display
4. You may not (zero tolerance) direct link to our
website from any Pay Per Click ad or use redirects that yield the same result.
Customers must be directed to an actual page on your website.
5. You may not (zero tolerance) bid in any manner
appearing higher than us for any search term in position 1-5 in any auction
style pay-per-click advertising program.
6. If you automate your PPC
campaigns, it is your responsibility to exclude our trademarked terms from your
program and we strongly suggest you add our trademarked terms as negative
We have a strict zero tolerance
policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns,
your commission will be set to 0% and your current and past unpaid commissions
will be void. No notification of this
action will be set to you.
TRADEMARKED TERMS The following list of trademarked
terms should not be treated as an exhaustive list (but as a list of some of the
prohibited terms): Toe Beans, furrytoebeans.com, the
clawper, toe beans coupon, toe beans coupon code, toe beans discount, furry toe
beans discount code, toe beans promo, toe beans sale, furry toe beans sales, toe
beans deal, furry toe beans deals
COUPON GUIDELINES If you are enrolled in our
Program and your Website promotes coupon codes, you must adhere to our Coupon
Guidelines as follows: 1. You may ONLY advertise coupon
codes that are provided to you through the affiliate program. 2. Posting any information about
how to work around the requirements of a coupon/promotion (i.e. first-time
customers only) will result in removal from the program.
3. Coupons must be displayed in
their entirety with the full offer, valid expiration date and code. 4. You may NOT use any technology
that covers up the coupon code and generates the affiliate click by revealing
5. You may NOT advertise coupon
codes obtained from our non-affiliate advertising, customer e-mails, paid
search, or any other campaign. 6. You may NOT give the appearance
that any ongoing offer requires clicking from your website in order to redeem.
For example, if all items on the site have free shipping over $100, you may not
turn this into an offer that infers that the customer must click from your site
to get this deal. 7. Additionally, if your website
ranks on the first page of any search engine for terms related to our website
or company name(s) combined with the words coupon, coupons, coupon code, promo
code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower
commission than our standard rate to offset the reduced profitability of
COUPON ATTRIBUTION & AUTHENTICATION Affiliates whose primary business
is posting coupons, or who are viewed by the program as being a coupon site,
and/or who are tagged as a coupon affiliate in our system, may not be paid
commissions for sales generated without a corresponding valid coupon code.
Valid codes are defined as codes
that are made available to the affiliate channel in general, through
newsletters or the respective section in your affiliate interface, and directly
or privately to affiliates. Coupon codes that are not real,
expired, not specific (i.e. 'up to 40% off sale items') or are long-term, site wide offers that do not require a code may not be considered valid codes
and the affiliate will not be given commission on these orders.
SUB-AFFILIATE NETWORKS Promoting us through a
sub-affiliate network is permitted, however you must be completely transparent
with regards to where traffic from your sub-affiliates originated.
Sub-affiliate networks must ensure that all sub-affiliates promoting the
Program adhere to our terms and conditions.
This includes restrictions on
advertising through toolbars, browser extensions, and through any paid
placements such as a pay-per-click campaigns. Sub-affiliate networks must also
receive approval prior to allowing any type of coupon sub-affiliate to promote
the Program. Failure to comply with our
sub-affiliate network terms may result in a loss and/or reduction of commission
from sales made through any sub-affiliate that does not comply with our terms.
DOMAIN NAMES Use of any of our trademarked terms as part of the domain or
sub-domain for your website is strictly prohibited.
ADVERTISING & PUBLICITY
You shall not create, publish,
distribute, or print any written material that makes reference to our Program
without first submitting that material to us and receiving our prior written
consent. If you intend to promote our Program via e-mail campaigns, you must
adhere to the following: 1. Abide by the CAN-SPAM Act of
2003 (Public Law No. 108-187) with respect to our Program.
2. E-mail must be sent on your
behalf and must not imply that the e-mail is being sent on our behalf. 3. E-mails must first be submitted
to us for approval prior to being sent and we also must be sent a copy of the
Promotion on Facebook, Twitter,
Instagram, YouTube and other social media platforms is permitted following
these general guidelines:
1. You CAN promote offers to your
own lists; more specifically, you're welcome to use your affiliate links on
your own Facebook, Twitter, etc. pages. For example, you may post, '25% off
sale at www.furrytoebeans.com through Wednesday with code GET25'. 2. You ARE PROHIBITED from
posting your affiliate links on our Facebook, Twitter, Pinterest, etc. accounts
or company pages in an attempt to turn those links into affiliate sales. 3. You ARE PROHIBITED from
running Facebook ads with our trademarked company name. 4. You ARE PROHIBITED from
creating a social media account that includes our trademark/s in the page name
OPERATIONS OUTSIDE UNITED
If you are conducting business in
or taking orders from persons in other countries, you will follow the laws of
those countries. For example, you will comply with the European Union's Privacy
and Electronic Communications Directive, as well as the General Data Protection
Regulation (GDPR), if you are conducting business in or taking orders from
persons in one or more of the European Union countries.
FTC DISCLOSURE REQUIREMENTS You shall include a disclosure
statement within any and all pages, blog/posts, or social media posts where
affiliate links for our affiliate program are posted as an endorsement or
review, and where it is not clear that the link is a paid advertisement.
This disclosure statement should
be clear and concise, stating that we are compensating you for your review or
endorsement. If you received the product for free from us or from the affiliate
management team for review, this also must be clearly stated in your
* Disclosures must be made as close as possible to the claims.
* Disclosures should be placed above the fold; scrolling should not be
necessary to find the disclosure. (e.g. Disclosure should be visible before the
* Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements,
please review the FTC's "Dot Com Disclosures" Guidelines at https://www.ftc.gov/news-events/press-releases/2013/03/ftc-staff-revises-online-advertising-disclosure-guidelines;
and the FTC's Endorsement Guidelines at https://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements
MERCHANT RIGHTS AND OBLIGATIONS We have the right to monitor your
site at any time to determine if you are following the terms and conditions of
this Agreement. We may notify you of any changes to your site that we feel
should be made, or to make sure that your links to our web site are appropriate
and to notify you of any changes that we feel should be made. If you do not
make the changes to your site that we feel are necessary, we reserve the right
to terminate your participation in the Program.
We reserve the right to terminate
this Agreement and your participation in the Program immediately and without
notice to you should you commit fraud in your use of the Program or should you
abuse this program in any way. If such fraud or abuse is detected, we shall not
be liable to you for any commissions for such fraudulent sales.
This Agreement will begin upon
our acceptance of your Affiliate application and will continue unless
TERMINATION 1. Either you or we may end this Agreement
AT ANY TIME, with or without cause, by utilizing the respective functionality
of the affiliate platform. In addition, this Agreement will terminate
immediately upon any breach of this Agreement by you.
2. Upon the termination of this
Agreement for any reason, you will immediately cease use of, and remove from
your site, all links to our website, and all of our trademarks, trade dress,
and logos, and all other materials provided by or on behalf of us to you
pursuant hereto or in connection with the Program.
3. You are eligible to earn
commissions only on sales of qualifying products that occur during the term,
and commissions earned through the date of termination will remain payable only
if the related orders are not canceled or returned. We may withhold your final
payment for a reasonable time to ensure that the correct amount is paid.
MODIFICATION We may modify any of the terms
and conditions in this Agreement at any time at our sole discretion. In such
event, you will be notified by email. Modifications may include, but are not
limited to, changes in the payment procedures and the Program rules. If any
modification is unacceptable to you, your only option is to end this Agreement.
Your continued participation in the Program following the posting of the change
notice or new Agreement on our site will indicate your agreement to the
Customers who buy products
through this the Program are our customers. All of our standard policies and
operating procedures will apply to these customers. We may change our policies
and operating procedures at any time. Product prices and availability may vary
from time to time.
1. Only items that were purchased
by customers who use the Program Affiliate Link from your site to our website
are considered 'direct sales'. Direct sales placed through the Program
Affiliate Link on your site are reduced by items that are not shipped,
cancelled by customers, returned, charged back or refunded at a later date. 2. We reserve the right to
exclude items ordered by you (using the Program Affiliate Link which would
otherwise qualify for direct sales) and to not pay commissions for them, if we
deem it necessary, in our sole discretion, to prevent abuse of the Program, or
to reject orders that do not comply with any requirements that we periodically
3. We will be responsible for
processing orders and will handle all customer service issues. We will track
sales by customers who purchase products by using the Program Affiliate Link
from your site to our website. A statement of activity is available to you
through your affiliate interface.
PAYMENT TERMS 1. Commission :
Unless otherwise agreed upon with you, your commission will be based on our 10
to 20% regular tiered commission schedule
Minimum 2. Payment Threshold : $50 3. Payment Method : PayPal
Payment 4. Cut-off Date : 20th day of
every month. 5. Payment Schedule : 20th day of
the moth following the cut-off date
ACCESS TO AFFILIATE ACCOUNT INTERFACE
You will create a password so
that you may enter your secure affiliate account interface. From their site you
will be able to receive your reports that will describe our calculation of the
commissions due to you.
TRANSACTION LOCK DATES
All sales will remain in a 'sales
pending period' and will not lock until the terms set forth within the locking
period parameters of our Program. All locked payments will be processed by us
after the lock date.
REVERSAL & COMMUNICATION POLICY
We take pride in our low reversal
rate, which we attribute to open communication with our affiliates. However, we
reserve the right to reverse orders due to order cancellations, duplicate
tracking, returns, disputed charges, and program violations as outlined in
these terms and conditions.
Additionally, if we ask you for clarification or more information on any orders
or clicks that we suspect may be in violation of our terms and conditions, we
expect that you will respond in a timely and honest manner. Below are
violations of our communications policy. 1. You are not forthcoming,
intentionally vague or are found to be lying. 2. You are not responsive within
a reasonable time period (48 hours) and after multiple attempts to contact with
information listed in your network profile. 3. You cannot substantiate or
validate the source of your traffic to our program with clear and demonstrable
proof. 4. If any of the above apply,
then we reserve the absolute right to reverse orders, set your commission to 0%
or suspend you from the program for the period or orders in question or
terminate you from the program altogether. We know that many violations are
a result of automated processes; however, it is incumbent upon each affiliate
to ensure that it has the appropriate checks and balances in place to
pro-actively address these issues and adhere to our program rules.
GRANT OF LICENSES
1. We grant to you a
non-exclusive, non-transferable, revocable right to (i) access our site through
HTML links solely in accordance with the terms of this Agreement and (ii)
solely in connection with such links, to use our logos, trade names,
trademarks, and similar identifying material (collectively, the "Licensed
Materials") that we provide to you or authorize for such purpose. 2. You are only entitled to use
the Licensed Materials to the extent that you are a member in good standing of
the Program. You agree that all uses of the Licensed Materials will be on
behalf of the Program and the good will associated therewith will inure to the
sole benefit of us. 3. Each party agrees not to use
the other's proprietary materials in any manner that is disparaging,
misleading, obscene or that otherwise portrays the party in a negative light.
Each party reserves all of its respective rights in the proprietary materials
covered by this license. Other than the license granted in this Agreement, each
party retains all right, title, and interest to its respective rights and no
right, title, or interest is transferred to the other.
4. Except for the limited license
granted under this section, you do not obtain any rights under this Agreement
in any intellectual property, including, without limitation, any intellectual
property with respect to our Affiliate Link, link formats, technical
specifications, guidelines or graphical artwork referenced above, or with
respect to our domain name.
REPRESENTATIONS AND WARRANTIES You represent and warrant that: 1. This Agreement has been duly
and validly executed and delivered by you and constitutes your legal, valid,
and binding obligation, enforceable against you in accordance with its terms. 2. You have the full right,
power, and authority to enter into and be bound by the terms and conditions of
this Agreement and to perform your obligations under this Agreement, without
the approval or consent of any other party.
3. You have sufficient right,
title, and interest in and to the rights granted to us in this Agreement.
MERCHANT MAKES NO EXPRESS OR
IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEB
SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF
OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE
EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT
THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT
BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
LIMITATIONS OF LIABILITY WE WILL NOT BE LIABLE TO YOU WITH
RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,
TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST
BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
IN NO EVENT SHALL MERCHANT'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION
FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and
hold harmless Merchant, and its subsidiaries and affiliates, and their
directors, officers, employees, agents, shareholders, partners, members, and
other owners, against any and all claims, actions, demands, liabilities,
losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter referred
to as "Losses") insofar as such Losses (or actions in respect
thereof) arise out of or are based on (i) any claim that our use of the
affiliate trademarks infringes on any trademark, trade name, service mark,
copyright, license, intellectual property, or other proprietary right of any
third party, (ii) any misrepresentation of a representation or warranty or
breach of a covenant and agreement made by you herein, or (iii) any claim
related to your site, including, without limitation, content therein not
attributable to us.
CONFIDENTIALITY All confidential information,
including, but not limited to, any business, technical, financial, and customer
information, disclosed by one party to the other during negotiation or the
effective term of this Agreement which is marked "Confidential," will
remain the sole property of the disclosing party, and each party will keep in
confidence and not use or disclose such proprietary information of the other
party without express written permission of the disclosing party.
MISCELLANEOUS 1. You agree that you are an
independent contractor, and nothing in this Agreement will create any
partnership, joint venture, agency, franchise, sales representative, or employment
relationship between you and us. You will have no authority to make or accept
any offers or representations on our behalf. You will not make any statement,
whether on Your Site or any other of sales channels or otherwise, that
reasonably would contradict anything in this Section.
2. Neither party may assign its
rights or obligations under this Agreement to any party, except to a party who
obtains all or substantially all of the business or assets of a third party.
3. This Agreement shall be
governed by and interpreted in accordance with the laws of the United States
and the State of Virginia without regard to the conflicts of laws and
principles thereof. 4. You may not amend or waive any
provision of this Agreement.
5. This affiliate agreement
along with any other agreements entered into with you (such as our ambassador’s
program agreement) represent the entire agreement between us and you, and
shall supersede all prior agreements and communications of the parties, oral or
written. 6. The headings and titles
contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement. 7. If any provision of this
Agreement is held to be invalid or unenforceable, that provision shall be
eliminated or limited to the minimum extent necessary such that the intent of
the parties is effectuated, and the remainder of this agreement shall have full
force and effect.
8. Our failure to enforce your
strict performance of any provision of this Agreement will not constitute a
waiver of our right to subsequently enforce such provision or any other
provision of this Agreement.
INDEPENDENT INVESTIGATION YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND
THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER
FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS