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THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CONTRIX INC.(“Contrix”). YOU INDICATE YOUR WILLINGNESS TO BE BOUND BY THIS AGREEMENT BY COMPLETING THE ONLINE APPLICATION AND CLICKING ON THE "APPLY" BUTTON AT THE BOTTOM OF THE APPLICATION. THIS AGREEMENT WILL TAKE EFFECT IF AND WHEN CONTRIX INC. REVIEWS AND ACCEPTS YOUR APPLICATION AND GIVES YOU NOTICE OF ACCEPTANCE. BY SUBMITTING YOUR APPLICATION, YOU CERTIFY THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN, AND THAT YOU ARE AUTHORIZED TO SUBMIT THIS APPLICATION.
This Agreement contains the complete terms and conditions that apply to your participation in the Magazine-Agent.com Affiliate Network program, and the establishment of links from your Web site to our Web site, Magazine-Agent.com (www.Magazine-Agent.com .com). As used in this Agreement, "Affiliate" means the applicant identified on the application to join the Magazine-Agent.com affiliate program.
1. Purpose
The purpose of this Agreement is to permit Affiliate to feature Magazine-Agent.com products on Affiliate's Website and establish electronic links from Affiliate's Website to the Magazine-Agent.com Website, in exchange for the opportunity to earn commissions on sales of featured Magazine-Agent.com products purchased through the use of these electronic links.
2. Definitions
2.1 "Magazine-Agent.com .com" is a Website owned and operated by Contrix Inc. through which Internet users can purchase magazine subscriptions and other products.
2.2 "Magazine-Agent.com products" or "products" are the magazine subscriptions and other products that Contrix Inc. or its partners offers for purchase through the Magazine-Agent.com Website.
2.3 "Magazine-Agent.com Ordering Page" is any page of the Magazine-Agent.com Website that enables Internet users to place orders for Magazine-Agent.com products.
2.4 "Affiliate Uniform Resource Locator" or "Affiliate URL" is an electronic address which Magazine-Agent.com will provide to Affiliate for purposes of linking and tracking Internet users between Affiliate's Website and an Magazine-Agent.com Ordering Page.
3. Selection and Presentation of MagazineAgent.com products by Affiliate
Affiliate will select one or more Magazine-Agent.com products to feature on Affiliate's Website. Contrix may change its selection of available products at any time, without Affiliate's approval. For each selected Magazine-Agent.com Product, Affiliate will display on its Website a word or words, graphic image(s), or combination of words and images, to be associated with that Product. The content, style and placement of these words and images will be the sole responsibility of Affiliate and within Affiliates sole discretion. Affiliate may display pricing information for featured Magazine-Agent.com products, however, Affiliate will be solely responsible for the accuracy of such pricing information, and will be liable for any damages resulting from the posting of inaccurate pricing information. Each selected Magazine-Agent.com Product will have an electronic link to an Magazine-Agent.com Ordering Page using an Affiliate URL provided by Magazine-Agent.com . It is Affiliate's sole responsibility to set up the electronic links connecting Affiliate's Website to Magazine-Agent.com's Ordering Pages for the featured Magazine-Agent.com products, and ensure that the electronic links are in good and working order.
4. Referral Fees for Eligible Purchases
Unless Affiliate and Contrix agree to an alternate payment frequency through the use of a dually signed Insertion Order, Contrix will pay referral fees on a monthly basis. Approximately 30 days following the end of each calendar month, Contrix will send Affiliate a check for the referral fees earned on Eligible Purchases made during the prior month , less any taxes that Contrix is required by law to withhold. Contrix reserves the right to hold any monthly payment that totals less than $ 25.00. Withheld monthly payments will be added to the referral fees due to Affiliate for the subsequent month, and will be paid out when the next regularly scheduled monthly payment exceeds $25.00 or this agreement is terminated, whichever is earlier. If a Magazine-Agent.com Product that generated a referral fee is returned by the customer, Contrix will cancel that referral fee and deduct the equivalent amount from Affiliate's next monthly payment. If there is no subsequent payment, Contrix will send Affiliate a bill for the cancelled referral fee and Affiliate will reimburse Contrix promptly in that amount.
5. Ineligible Purchases
Contrix will not pay referral fees to Affiliate in the event that a customer who previously entered the site using an Affiliate Uniform Resource Locator, re-enters the site at a later time & date through any means other than an Affiliate Uniform Resource Locator and places an order.
6. Amount of Referral Fee
Unless Affiliate and Contrix agree to an alternate commission schedule through the use of a dually signed Insertion Order, Contrix will pay Affiliate a referral (commission) fee on Eligible Purchases made on Magazine-Agent.com according to fee schedules to be established by Contrix from time to time. The commission schedule will be posted on the Magazine-Agent.com Web site and is subject to change by Contrix without notice to Affiliate. All commissions will be deemed earned by Affiliate on the same day that payment is received by Contrix. Commissions will be calculated on a calendar month basis for all commissions earned during such calendar month.
7. Referral Reports
Contrix will track sales made to customers who purchase Magazine-Agent.com products through an electronic link from Affiliate's Web site. Contrix will make these reports accessible to Affiliate through the online reporting center. The form, content and frequency of these reports may vary from time to time at Contrix’s sole discretion. Contrix will not be responsible for tracking and reporting sales that were not made through an electronic link from Affiliate's Web site.
8. Order Processing for MagazineAgent.com products
Contrix will be responsible for processing all Magazine-Agent.com Product orders placed by customers who follow an electronic link from Affiliate's Web site to an Magazine-Agent.com Ordering Page, and orders placed by those customers. Contrix will be solely responsible for all aspects of order processing and fulfillment, and reserves the right to reject orders that do not comply with any requirements that Contrix periodically may establish.
9. Selection, Purchase Policies and Prices for MagazineAgent.com products
Contrix has sole discretion for selecting the products available through its Magazine-Agent.com Web site, and may modify at any time the list of Magazine-Agent.com products that Affiliate may select for featuring on Affiliate's Web site. Customers who buy Magazine-Agent.com products, regardless of whether the purchase is made through Affiliate's electronic link to an Magazine-Agent.com Ordering Page or directly through the Magazine-Agent.com Web site, will be deemed to be customers of Magazine-Agent.com. Accordingly, all Magazine-Agent.com rules, policies and operating procedures concerning customer orders, customer service and Magazine-Agent.com Product sales will apply to those customers, and Contrix may change its policies and operating procedures at any time. Magazine-Agent.com will determine the prices to be charged for Magazine-Agent.com products sold through the Magazine-Agent.com Web site in accordance with Magazine-Agent. com's own pricing policies. Affiliate may not offer discounts or rebates on Magazine-Agent.com products or offer any other premium that would change the effective price of Magazine-Agent.com products. Magazine-Agent.com Product prices and availability may vary from time to time, and Magazine-Agent.com does not guarantee the availability or price of any particular Magazine-Agent.com Product.
10. Intentionally Omitted
11. Term of Agreement
The term of this Agreement shall extend from the date of execution of this Agreement
by both parties through and including the date of termination as defined in Section
11.
12. Termination
This Agreement may be terminated by either party at any time, with or without cause, by giving the other party written notice of the intent to terminate. Such termination will be effective upon receipt of the written notice by the other party. Affiliate is only eligible to earn referral fees on sales occurring during the term of this Agreement. Referral fees earned through the date of termination will remain payable only if the related orders for Magazine-Agent.com products are not cancelled and the products are not returned. Magazine-Agent.com reserves the right to withhold Affiliate's final payment for a reasonable time, of not less than 60 days, to ensure that referral fees are not paid on cancelled orders or returned Magazine-Agent.com products.
13. Intentionally Omitted
14. Intentionally Omitted
15. Identification of Newsstand Network Participants
Contrix may identify Affiliate or Affiliate's Web site as a participant in the program without providing Affiliate prior notice or obtaining Affiliate's specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings.
16. Responsibility for Affiliate's Web Site
Affiliate will be solely responsible for the development, operation and maintenance of its Web site, including maintenance of the electronic links to Magazine-Agent.com Ordering Pages, and for all materials that appear on its Web site. Affiliate will indemnify and hold Magazine-Agent.com harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance and contents of Affiliate's Web site.
17. Relationship of Parties
The parties do not intend to create and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on Contrix’s behalf. Affiliate will not make any statement, whether on Affiliate's Web site or otherwise, that would contradict anything in this Section.
18. LIMITATION OF LIABILITY
CONTRIX INC. WILL NOT BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR SERVICES, ARISING IN CONNECTION WITH THE EXECUTION, OPERATION OR PERFORMANCE OF THIS AGREEMENT OR THE OPERATION OF THE CONTRIX INC. WEBSITE, REGARDLESS OF WHETHER SUCH DAMAGES OR LOSS WAS FORESEEABLE AND REGARDLESS OF WHETHER CONTRIX WAS INFORMED OR HAD DIRECT OR IMPUTED KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS IN ADVANCE. FURTHER, CONTRIX INC.'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THE EXECUTION, OPERATION OR PERFORMANCE OF THIS AGREEMENT AND THE OPERATION OF THE CONTRIX INC. WEB SITE WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.
19. DISCLAIMERS
CONTRIX INC. MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE CONTRIX INC. WEBSITE, THE NEWSSTAND NETWORK PROGRAM OR ANY CONTRIX INC. PRODUCTS (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, CONTRIX MAKES NO REPRESENTATION THAT THE OPERATION OF THE CONTRIX INC. WEBSITE AND ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR FREE, AND CONTRIX WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
20. Governing Law and Jurisdiction
This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement shall be brought in the federal or local courts located in the City of New York, to the exclusion of any other Federal, state or county courts.
21. Assignment
Affiliate may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Contrix. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.
22. Waiver
Contrix’s failure to enforce any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
23. Scope of Agreement
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. This Agreement may only be modified by Contrix, at any time, without notice, and Affiliates sole remedy and recourse will be to terminate the Agreement pursuant to section 12.
24. Notice
All necessary notices and requests required or permitted to be given under this Agreement shall be given as follows. If notice is from Contrix to Affiliate then notice may be given either via electronic email to the email address provided on the application (as updated from time to time by Affiliate) or via certified mail return receipt requested to the mailing address given on the application. If notice is from Affiliate to Contrix then it must be sent postage pre-paid certified mail, return receipt requested to:
Affiliate Legal Notices
Contrix Inc.
110 East 42nd St.
Suite 1311
New York, NY 10017
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