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This Agreement contains the complete terms and conditions that apply to your participation
in the MagazineAgent.com Affiliate Network program, and the establishment of links
from your Web site to our Web site, MagazineAgent.com (www.MagazineAgent.com). As
used in this Agreement, "Affiliate" means the applicant identified on the application
to join the MagazineAgent.com affiliate program.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MAGAZINEAGENT.COM. 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 MAGAZINEAGENT.COM 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.
1. Purpose
The purpose of this Agreement is to permit Affiliate to feature MagazineAgent.com
products on Affiliate's Website and establish electronic links from Affiliate's
Website to the MagazineAgent.com Website, in exchange for the opportunity to earn
commissions on sales of featured MagazineAgent.com products purchased through the
use of these electronic links.
2. Definitions
2.1 "MagazineAgent.com" is a Website owned and operated by MagazineAgent.com through
which Internet users can purchase magazine subscriptions and other products.
2.2 "MagazineAgent.com products" or "products" are the magazine subscriptions and
other products that MagazineAgent.com offers for purchase through the MagazineAgent.com
Website.
2.3 "MagazineAgent.com Ordering Page" is any page of the MagazineAgent.com Website
that enables Internet users to place orders for MagazineAgent.com products.
2.4 "Affiliate Uniform Resource Locator" or "Affiliate URL" is an electronic address
which MagazineAgent.com will provide to Affiliate for purposes of linking Internet
users between Affiliate's Website and an MagazineAgent.com Ordering Page.
2.5 "Newsstand Network" is the name of the program established by MagazineAgent.com
to permit Affiliate and other Websites to feature MagazineAgent.com products on
their Websites, electronically link their Websites to MagazineAgent.com Ordering
Pages, and earn commissions on the sale of MagazineAgent.com products purchased
through the use of these electronic links.
3. Selection and Presentation of MagazineAgent.com products
Affiliate will select one or more MagazineAgent.com products to feature on Affiliate's
Website. MagazineAgent may change its selection of featured MagazineAgent.com products
at any time, without Affiliate's approval. For each selected MagazineAgent.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 MagazineAgent.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. For each selected
MagazineAgent.com Product, Affiliate will also provide an electronic link to an
MagazineAgent.com Ordering Page using an Affiliate URL provided by MagazineAgent.com.
It is Affiliate's sole responsibility to set up the electronic links connecting
Affiliate's Website to MagazineAgent.com Ordering Pages for the featured MagazineAgent.com
products, and ensure that the electronic links are in good and working order.
4. Referral Fees for Eligible Purchases
Unless Affiliate and MagazineAgent.com agree to an alternate payment frequency through
the use of a dually signed Insertion Order, MagazineAgent.com will pay referral
fees on a monthly basis. Approximately 30 days following the end of each calendar
month, MagazineAgent.com will send Affiliate a check for the referral fees earned
on Eligible Purchases made during the prior month , less any taxes that MagazineAgent.com
is required by law to withhold. MagazineAgent.com 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 an MagazineAgent.com Product that
generated a referral fee is returned by the customer, MagazineAgent.com will cancel
that referral fee and deduct the equivalent amount from Affiliate's next monthly
payment. If there is no subsequent payment, MagazineAgent.com will send Affiliate
a bill for the cancelled referral fee and Affiliate will reimburse MagazineAgent.com
promptly in that amount.
5. Ineligible Purchases
MagazineAgent.com 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 then an Affiliate Uniform
Resource Locator and places an order.
6. Amount of Referral Fee
Unless Affiliate and MagazineAgent.com agree to an alternate commission schedule
through the use of a dually signed Insertion Order, MagazineAgent.com will pay Affiliate
a referral (commission) fee on Eligible Purchases according to fee schedules to
be established by MagazineAgent.com from time to time. The MagazineAgent.com commission
schedule will be posted on the MagazineAgent.com Web site and is subject to change
by MagazineAgent.com without notice to Affiliate. All commissions will be deemed
earned by Affiliate on the same day that payment is received by MagazineAgent.com.
Commissions will be calculated on a calendar month basis for all commissions earned
during such calendar month.
7. Payment Schedule for Referral Fees
Unless Affiliate and MagazineAgent.com agree to an alternate payment frequency through
the use of a dually signed Insertion Order, MagazineAgent.com will pay referral
fees on a monthly basis. Approximately 30 days following the end of each calendar
month, MagazineAgent.com will send Affiliate a check for the referral fees earned
on Eligible Purchases made during the prior quarter, less any taxes that MagazineAgent.com
is required by law to withhold. MagazineAgent.com reserves the right to hold any
quarterly 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 an MagazineAgent.com Product that
generated a referral fee is returned by the customer, MagazineAgent.com will cancel
that referral fee and deduct the equivalent amount from Affiliate's next monthly
payment. If there is no subsequent payment, MagazineAgent.com will send Affiliate
a bill for the cancelled referral fee and Affiliate will reimburse MagazineAgent.com
promptly in that amount.
8. Referral Reports
MagazineAgent.com will track sales made to customers who purchase MagazineAgent.com
products through an electronic link from Affiliate's Web site. MagazineAgent.com
will electronically transmit reports summarizing this sales activity to Affiliate.
The form, content and frequency of these reports may vary from time to time at MagazineAgent.com's
discretion. MagazineAgent.com will not be responsible for tracking and reporting
sales that were not made through an electronic link from Affiliate's Web site.
9. Order Processing for MagazineAgent.com products
MagazineAgent.com will be responsible for processing all MagazineAgent.com Product
orders placed by customers who follow an electronic link from Affiliate's Web site
to an MagazineAgent.com Ordering Page, and all subsequent orders placed by those
customers. MagazineAgent.com 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 MagazineAgent.com periodically may establish.
10. Selection, Purchase Policies and Prices for MagazineAgent.com products
MagazineAgent.com has sole discretion for selecting the products available through
its MagazineAgent.com Web site, and may modify at any time the list of MagazineAgent.com
products that Affiliate may select for featuring on Affiliate's Web site. Customers
who buy MagazineAgent.com products, regardless of whether the purchase is made through
Affiliate's electronic link to an MagazineAgent.com Ordering Page or directly through
the MagazineAgent.com Web site, will be deemed to be customers of MagazineAgent.com.
Accordingly, all MagazineAgent.com rules, policies and operating procedures concerning
customer orders, customer service and MagazineAgent.com Product sales will apply
to those customers, and MagazineAgent.com may change its policies and operating
procedures at any time. MagazineAgent.com will determine the prices to be charged
for MagazineAgent.com products sold through the MagazineAgent.com Web site in accordance
with MagazineAgent.com's own pricing policies. Affiliate may not offer discounts
or rebates on MagazineAgent.com products or offer any other premium that would change
the effective price of MagazineAgent.com products. MagazineAgent.com Product prices
and availability may vary from time to time, and MagazineAgent.com does not guarantee
the availability or price of any particular MagazineAgent.com Product.
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
12.
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 MagazineAgent.com products are not cancelled and
the products are not returned. MagazineAgent.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 MagazineAgent.com
products.
13. MagazineAgent Network Logo
MagazineAgent.com will make available to Affiliate a small graphic image that identifies
Affiliate's Web site as a Newsstand Network participant ("Logo"). Affiliate will
prominently display the Logo or the words "MagazineAgent Affiliate" somewhere on
Affiliate's Web site. MagazineAgent.com may modify the text or graphical image of
the Logo from time to time. Upon notice to Affiliate from MagazineAgent.com, Affiliate
will promptly update the Affiliate's Web site with any updated text or graphical
image provided by MagazineAgent.com.
14. Limited License
MagazineAgent.com grants Affiliate a non-exclusive, revocable right during the term
of this Agreement to use the Logo and message described in Section 13, and such
other images and messages for which MagazineAgent.com grants express permission,
solely for the purpose of identifying Affiliate's Web site as a Newsstand Network
participant. Affiliate may not modify the Logo, the message, or any of MagazineAgent.com's
images in any way. MagazineAgent.com reserves all of its rights in the Logo, the
message, any other images, its trade names and trademarks, and all other of its
intellectual property rights. MagazineAgent.com may revoke Affiliate's license to
use the Logo, message, and/or other images at any time, by giving Affiliate written
notice.
15. Identification of Newsstand Network Participants
MagazineAgent.com may identify Affiliate or Affiliate's Web site as a participant
in the Newsstand Network 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 MagazineAgent.com
Ordering Pages, and for all materials that appear on its Web site. Affiliate will
indemnify and hold MagazineAgent.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 MagazineAgent.com'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
MAGAZINEAGENT.COM 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 MAGAZINEAGENT.COM WEBSITE, REGARDLESS
OF WHETHER SUCH DAMAGES OR LOSS WAS FORESEEABLE AND REGARDLESS OF WHETHER MAGAZINEAGENT
WAS INFORMED OR HAD DIRECT OR IMPUTED KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES
OR LOSS IN ADVANCE. FURTHER, MAGAZINEAGENT.COM'S AGGREGATE LIABILITY ARISING WITH
RESPECT TO THE EXECUTION, OPERATION OR PERFORMANCE OF THIS AGREEMENT AND THE OPERATION
OF THE MAGAZINEAGENT.COM WEB SITE WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR
PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.
19. DISCLAIMERS
MAGAZINEAGENT.COM MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH
RESPECT TO THE MAGAZINEAGENT.COM WEBSITE, THE NEWSSTAND NETWORK PROGRAM OR ANY MAGAZINEAGENT.COM
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, MAGAZINEAGENT MAKES NO REPRESENTATION THAT
THE OPERATION OF THE MAGAZINEAGENT.COM WEBSITE AND ORDERING PAGES WILL BE UNINTERRUPTED
OR ERROR FREE, AND MAGAZINEAGENT 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
MagazineAgent.com's prior written consent. 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
MagazineAgent.com'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 a written instrument signed by both parties.
24. Notice
All necessary notices and requests required or permitted to be given under this
Agreement shall be in writing and addressed as set forth on the signature page hereof.
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