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This Agreement contains the complete terms of use that are a
condition to your participation as an Affiliate in the Affiliate Program
of Affiliate Program, and the establishment of links from your affiliate web
site to our web site, "Affiliate Program." As used in this
Agreement, "we" means Affiliate Program and "you" means
the applicant.
I. Enrollment in the Affiliate Program
To begin the enrollment process, you will submit a complete Affiliate
Program application using our web site. Our staff will evaluate your
application and will notify you of your acceptance or rejection in a
timely manner. We may reject your application if we determine (in our
sole discretion) that your site is unsuitable for the Affiliate Program
for any reason, including, but not limited to, inclusion of content that
is in any way unlawful, harmful, threatening, defamatory, obscene,
harassing, or racially, ethnically, or otherwise objectionable. If we
reject your application, you are welcome to reapply to the Affiliate
Program at any time. If we accept your application and your site is
thereafter determined (in our sole discretion) to be unsuitable for our
Affiliate Program, we may terminate this Agreement.
II. Promotion of Our Affiliate Relationship
(1) As an Affiliate Site, we will make available to you via
Affiliate Program site a variety of graphic and textual links
(each of these links sometimes being referred to herein as
"Links" or, individually, as a "Link"), which,
subject to the terms of use herein, you may display as often and in as
many areas on your site as you desire. The Links will serve to identify
your site as a member of our Affiliate Program and will establish a link
from your site to ours. The Links may connect to different product areas
of our site. To permit accurate tracking, reporting, and referral fee
accrual, we will provide you with "tagged" link formats to be
used in all links between your site and our site. You must ensure that
each of the links between your site and our site properly utilizes such
special link formats
(2) Agreements Regarding Links: In utilizing the Links, you agree
that you will cooperate fully with us in order to establish and maintain
such Links. You also agree that you will display in your site only those
graphic or textual images (indicating a Link) that are provided by us,
and you will substitute such images with any new images provided by us
from time to time throughout the term of this Agreement. All Affiliate
Sites shall display such graphic and/or textual images prominently in
relevant sections of their site. All Links may be modified and/or
expanded from time to time throughout the term of this Agreement
pursuant to the mutual agreement of the parties hereto. Each Link
connecting users of your site to the pertinent area of our site will in
no way alter the look, feel, or functionality of our site. In addition,
we encourage (but do not require) you to include a Link to the home page
of our site.
(3) Affiliate must accurately promote Affiliate Program's products, prices,
promotions and is prohibited from displaying mis-leading or false
information about Affiliate Program, its products or offers.
III. Our Responsibilities
We will be responsible for providing all information necessary to
allow you to make appropriate Links from your site to our site. We will
be solely responsible for processing every order placed by a customer
following a special Link from your site, for tracking the volume and
amount of sales generated by your site, and for providing information to
Affiliate Sites regarding sales statistics. The form, content and
frequency of such information may vary from time to time at our
discretion. We will be responsible for order entry, payment processing,
shipping, cancellations, returns, and related customer service.
IV. Other Responsibilities and Opportunities of Affiliate
Sites
(a) If you qualify and agree to participate as an Affiliate Site, you
shall display Links prominently throughout your site as you see fit and
with our consent.
(b) Contests and Promotions: As an Affiliate Site, you will be
entitled to participate and promote on your site any sweepstakes,
contests, and special promotions we may offer, and in connection
therewith, we shall make such contests and promotions available to users
of your site. In addition, you will be entitled to earn commissions as
set forth in sections 5 and 6 below.
(c) Compliance with the Agreement: We have the right in our sole
discretion to monitor your site at any time and from time to time to
determine if you are in compliance with the terms of this Agreement.
V. Commission Payment Determination Business cards and other products
that we choose to offer from time to time through our web site
("Products") that are
(a) sold by us,
(b) purchased by users linking to our site from your site through a
Link, (c) delivered to a customer, and
(d) for which we have received full payment will qualify for a
commission payment (each, a "Qualifying Purchase"). If a
Product that generated a commission is returned by a customer, or is not
paid for due to customer credit card fraud or bad debt, we will deduct
the corresponding commission from your next quarterly payment. If there
is no subsequent payment, we will send you a bill for the commission.
Affiliate Program commissions are as follows: 15% per order for a session generated by a direct link from the Affiliate Site to Affiliate Program. We will not pay referral fees on any products unless the purchaser
enters our site through a Link of an authorized Affiliate and completes
a purchase. We will not pay referral fees on purchases made by customers
returning directly to our site (i.e. not through a Link) even if the
customer previously came to our site through a Link. We will not pay
referral fees on any Products that are purchased through any device (an
"Internet Access Appliance") that provides Internet access but
does not present our site, or permit users to access and interact with
our site, in the same manner as a desktop computer (e.g., mobile devices
such as cellular telephones or PDAs that may access only limited or
modified versions of our site).
VI. Commission Payment
When the total commission payment(s) due to you (based on Section 5
above) exceeds $25.00 at the end of any calendar month, you will be
paid by a company check for the applicable commission (less any taxes
required to be withheld under applicable law) and a statement of
activity will be provided to you. Such commission checks and statements
of activity will be sent approximately 10 days after the end of each
billing period and will be paid in US Dollars only. However, if the
commissions due to you for any calendar quarter are less than $25, we
will hold such commissions until the total amount due is at least $25 or
(if earlier) until this Agreement is terminated.
VII. Reports of Sales
You will be given a password and have the ability to enter a
password-protected site to receive your sales statistics on a daily
basis.
VIII. Policies and Pricing
Customers who buy Affiliate Program Products through the Affiliate Program
will be deemed to be customers of Affiliate Program. Accordingly, all of our
rules, policies, and operating procedures concerning customer orders,
customer service, and Affiliate Program Product sales will apply to those
customers. We may change our policies and operating procedures at any
time. For example, we will determine the prices to be charged for Affiliate Program
Products sold under the Affiliate Program in accordance with our own
pricing policies. Prices and availability of Affiliate Program Products may
vary from time to time. Because price changes may affect products that
you already have listed on your site, you may not include price
information in your product descriptions. We will use commercially
reasonable efforts to present accurate information, but we cannot
guarantee the availability or price of any particular product.
IX. Publicity
You shall not create, publish, distribute, or permit any written or
electronic
material that makes reference to us without first submitting such
material to us and receiving our written consent, which we agree shall
not be unreasonably withheld.
X. Licenses and Use of the Affiliate Program Logos and Trademarks
(1) WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT
TO (i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS,
TO USE THE Affiliate Program TRADEMARK AND LOGO AND SIMILAR IDENTIFYING
MATERIAL RELATING TO US (BUT ONLY IN THE FORM(S) THAT THEY APPEAR ON OUR
AFFILIATE.NET SITE) (COLLECTIVELY, THE "LICENSED MATERIALS"),
FOR THE SOLE PURPOSE OF LINKING YOUR SITE TO OUR SITE, WHERE YOUR USERS
CAN PURCHASE Affiliate Program PRODUCTS. YOU MAY NOT ALTER, MODIFY, OR CHANGE
THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE
LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING
OF THE AFFILIATE PROGRAM.
(2) You shall not make any specific use of any Licensed Materials for
purposes other than selling Affiliate Program Products on your site for Affiliate Program,
without first submitting a sample of such to us and obtaining the prior
written consent of your Affiliate Program account executive, which consent
shall not be unreasonably withheld. You agree not to use the Licensed
Materials in any manner that is disparaging or that otherwise portrays
us in a negative light. We reserve all of our rights in the Licensed
Materials and of our other proprietary rights. You hereby acknowledge
our exclusive ownership of and rights to use the Licensed Materials and
agree that all goodwill arising from use of the Licensed Materials shall
inure to our benefit. We may revoke your license at any time, by giving
you written notice.
(3) You grant to us a non-exclusive license to utilize your names,
titles, and logos (the "Affiliate Trademarks"), to advertise,
market, promote, and publicize in any manner our rights hereunder;
provided, however, that we shall not be required to so advertise,
market, promote, or publicize. This license shall terminate upon the
effective date of the expiration or termination of this Agreement.
(4) INAPPROPRIATE USE OF THE LICENSED TRADEMARKS AND ANY ASSOCIATION
IN LESS THAN WHOLESOME VENUES WILL RESULT IN THE IMMEDIATE TERMINATION
OF OUR AGREEMENT.
XI. Obligations Regarding Your Site
(a) You will be solely responsible for the development, operation,
and maintenance of your site and for all materials that appear on your
site. Such responsibilities include, but are not limited to, the
technical operation of your site and all related equipment; creating and
posting product reviews, descriptions, and references on your site and
linking those descriptions to our catalogue; the accuracy and propriety
of materials posted on your site (including, but not limited to, all Affiliate Program
Product-related materials); ensuring that materials posted on your site
do not violate or infringe upon the rights of any third party and are
not libelous or otherwise illegal.
Prior to your website "going live", you must submit for our approval
all the graphics, verbiage, etc. to
enehmad@sditech.com. Failure to do so, will disqualify you from
participation in our Affiliate Program.
(b) We disclaim all liability for all such matters. Further, you will
indemnify and hold us harmless from all claims, damages, and expenses
(including, without limitation, attorneys' fees) relating to the
development, operation, maintenance, and contents of your site.
(c) You hereby agree that your site will not, in any way, copy or
resemble the look and feel of our site nor will you create the
impression that your site is our site or is a part of our site, nor will
you frame any page on the Affiliate Program site being viewed by a user of
your site who links to the Affiliate Program site through a Link.
(d) You also hereby agree that your site will not contain any content
of our site or any materials which are proprietary to Affiliate Program,
except
(i) with our prior permission, or
(ii) materials which are obtained by you via the Affiliate Program site in
accordance with the provisions hereof or the policies or instructions
thereon.
You further hereby agree that
(i) your domain name does not and will not contain the words "Affiliate Program,"
and/or "webstudios" or "PrintManager" or
"Print Manager" or any variation thereof (collectively, the
"Affiliate Program marks"), and
(ii) that you will not purchase or otherwise contract with a third
party to exploit any of the Affiliate Program marks for the purpose of
causing the Affiliate site to appear as a search result or for any
other reason.
XII. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your
Affiliate Program application and will end when terminated by either
party. Either you or we may terminate this Agreement at any time, with
or without cause, by giving the other party written notice of
termination. Upon termination of this Agreement for any reason, you will
immediately cease use of, and remove from your site, all links to our
site, and all Affiliate Program 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 Affiliate Program. You are only eligible to earn
commission on sales occurring during the term, and commissions earned
through the date of termination will remain payable only if the related Affiliate Program
Product orders are not cancelled or returned. We may withhold your final
payment for a reasonable time to ensure that the correct amount is paid.
XIII. Modification
We may modify any of the terms of use contained in this Agreement at
any time, in our sole discretion, by posting a change notice or new
agreement on our site. Modifications may include, but are not limited
to, changes in the scope of available commissions, commission schedules,
payment procedures, and Affiliate Program rules. IF ANY MODIFICATION IS
UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING OUR
POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE
BINDING ACCEPTANCE OF THE CHANGE.
XIV. Relationship of Parties
You and Affiliate Program are independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between the parties.
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 otherwise, that reasonably would contradict anything in
this Section.
XV. Disclaimers
We make no express or implied warranties or representations with
respect to the Affiliate Program or any Affiliate Program Products sold
through the Affiliate Program (including, without limitation, warranties
of fitness, merchantability, non-infringement, or any implied warranties
arising out of course of performance, dealing, or trade usage). 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.
XVI. Representations and Warranties
You hereby represent and warrant to us as follows: (a) 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. (b) The execution, delivery, and performance
by you of this Agreement and the consummation by you of the transactions
contemplated hereby will not, with or without the giving of notice, the
lapse of time, or both, conflict with or violate (i) any provision of
law, rule, or regulation to which you are subject, (ii) any order,
judgment, or decree applicable to you or binding upon your assets or
properties, (iii) any provision of your by-laws or certificate of
incorporation, or (iv) any agreement or other instrument applicable to
you or binding upon your assets or properties. (c) You are the sole and
exclusive owner of the Affiliate Trademarks and have the right and power
to grant to us the license to use your trademarks in the manner
contemplated herein, and such grant does not and will not (i) breach,
conflict with, or constitute a default under any agreement or other
instrument applicable to you or binding upon your assets or properties,
or (ii) infringe upon any trademark, trade name, service mark,
copyright, or other proprietary right of any other person or entity. (d)
No consent, approval, or authorization of, or exemption by, or filing
with, any governmental authority or any third party is required to be
obtained or made by you in connection with the execution, delivery, and
performance of this Agreement or the taking by you of any other action
contemplated hereby. (e) There is no pending or, to the best of your
knowledge, threatened claim, action, or proceeding against you, or any
affiliate of yours, with respect to the execution, delivery, or
consummation of this Agreement, or with respect to the Affiliate
Trademarks, and, to the best of your knowledge, there is no basis for
any such claim, action, or proceeding. (f) You are an adult of at least
18 years of age.
XVII. Confidentiality
Except as otherwise provided in this Agreement or with the consent of
the other party hereto, each of the parties hereto agrees that all
information including, without limitation, the terms of this Agreement,
business and financial information, customer and vendor lists, and
pricing and sales information, concerning us or you, respectively, or
any of our Affiliates provided by or on behalf of any of them shall
remain strictly confidential and secret and shall not be utilized,
directly or indirectly, by such party for its own business purposes or
for any other purpose except and solely to the extent that any such
information is generally known or available to the public through a
source or sources other than such party hereto or its affiliates.
Notwithstanding the foregoing, each party is hereby authorized to
deliver a copy of any such information (a) to any person pursuant to a
subpoena issued by any court or administrative agency, (b) to its
accountants, attorneys, or other agents on a confidential basis, and (c)
otherwise as required by applicable law, rule, regulation, or legal
process including, without limitation, the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
XVIII. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION
WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE
LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE
PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU
UNDER THIS AGREEMENT.
XIX. Indemnification
You hereby agree to indemnify and hold harmless Affiliate Program 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.
XX. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL
ITS TERMS OF USE. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR
INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM
THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR
TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT
RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET
FORTH IN THIS AGREEMENT.
XXI. Miscellaneous
This Agreement will be governed by the laws of the United States and
the State of New Jersey, without reference to rules governing choice of
laws. Any action relating to this Agreement must be brought in the
federal or state courts located in the State of New Jersey, and you
irrevocably consent to the jurisdiction of such courts. You may not
assign this Agreement, by operation of law or otherwise, without our
prior written consent. Subject to that restriction, this Agreement will
be binding on, inure to the benefit of, and enforceable against the
parties and their respective successors and assigns. 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 a
provision or any other provision of this Agreement. If a court having
competent jurisdiction declares any provision of this Agreement invalid
or unenforceable, the remainder of the Agreement shall continue in full
force and effect.
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Affiliate Program
