MRB Records Affiliate Agreement
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MRB Records Affiliates Program - Agreement This Agreement contains complete terms and conditions that apply to an individual's or entity's participation in the MRBRecords.com Affiliates Program (the "Program"). As used in this Agreement, "we" means MRB Records Corp., "you" means the applicant, and "product" means any item offered for sale in the MRBRecords.com Online Store. "Site" means a World Wide Web site, including MRBRecords.com, or your site linking to our site. 1. Enrollment in the Program To begin the enrollment process, you will submit a completed Program application via our Site. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, sites that promote, contain or link to: - Sexually explicit materials - Violence - Discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age - Illegal activities - including, but not limited to, hate crimes or gambling - Violations of the intellectual property rights of others (including, but not limited to, the rights of MRBRecords.com) - Violations of any local, state, federal or other law or regulation - Libelous, defamatory or disparaging materials - "MRB Records Corporation," "MRB Records Inc.," RBRecords.com," MRB Records Online Store" or any variations or misspellings thereof in the HTML tags, including page titles, meta tags, or HTML comment tags Unsuitable sites may also include those that contain little or no original content. If we reject your application, you are welcome to reapply to the Program at any time. Employees of MRB Records and any product or service vendor or supplier doing business with us and each of their respective subsidiaries and affiliates (all hereinafter referred to as a "Related Party") and the immediate family members of such employees are not allowed to participate in the Program. 2. Promotion of Affiliate Relationship and Linking We provide participants in the Program access to various graphics and textual links (each of these links sometimes being referred to herein as "Link(s)"). Subject to the terms and conditions hereof, as a participant you may display the Links 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 the Program and will establish a unique link from your Site to ours. The Links may be used to connect to any areas of your Site to our Site, including the MRB Records.com home page. You must use the code provided to create your links. In no event may any link connecting users of your Site to our Site alter the look, feel or functionality of our Site. In addition, the use of spyware to receive credit for sales is prohibited and the launching of pop-ups on our Site is prohibited, unless prior written approval for pop-ups is obtained from an authorized representative of MRB Records. 3. Order Processing We will process product orders placed by customers who follow Links from your Site to the MRBRecords.com site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. We will track sales made to customers who purchase products using Links from your Site to our Site and will provide you access to reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your Site and our Site are correct. If our product pages change and you have links that direct visitors to these pages, we will make every reasonable effort to re-direct your visitors to an appropriate page automatically. 4. Referral Commissions We will pay you a referral commission on product sales to customers who have linked from your Site to our Site. For a sale to be eligible to earn a referral commission, the customer must follow a Link from your Site to our Site (each such sale shall be referred to as a "Customer Sale(s)"). We will not, (and cannot) however, pay referral commissions on a customer who has re-entered our site (other than through a Link), even if the customer previously followed a Link from your site to our site. We will pay you a 20% commission for each Customer Sale, excluding auction items, less shipping charges, taxes, cancelled orders, and returns, provided we have been paid in full for such sale. The above commission rate is subject to change at any time or from time to time, in our sole and absolute discretion. Commission payments will be made every 60 days on all eligible Customer Sales, usually within 30 days of the end of the applicable month. If the referral commission payable to you for any month is less than $25.00, we will hold those referral commission until the total amount of all commission referrals due equals at least $25.00 or until that time that this Agreement is terminated, which ever date is earlier. 5. Policies & Pricing Customers who buy products through this Program will be deemed to be customers of MRB Records.com. Accordingly, all MRBRecords.com rules, policies, and operating procedures concerning customer orders, customer service, marketing, promotions, and 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 products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, we recommend that you do not include price information in your product descriptions. WE WILL USE REASONABLE EFFORTS TO PRESENT ACCURATE INFORMATION, BUT WE CANNOT GUARANTEE THE AVAILABILITY OR PRICE OF ANY PARTICULAR PRODUCT. 6. Identifying Yourself as an Affiliate We will make available graphic images to identify your Site as a Program participant. You will prominently display these graphics or the phrase "in association with MRBRecords.com" or "MRBRecords.com affiliate" on your site. We may modify these text or graphical images from time to time. In addition, we encourage (but do not require) you to include a link to the MRBRecords.com home page. You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent. 7. License and Usage We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to: (a) use the trademarks, icons and messages included within the Links as described in this agreement and such other images for which we grant express permission (collectively "Marks"), solely for the purpose of identifying your site as a Program participant and linking your site to our site; or (b) use the Marks in conjunction with certain paid search engine efforts, as more fully described in Section 8 below. You may not modify the Marks, the message, or any of our proprietary identifying logos or images in any way. We reserve all of our rights in the Marks and the message including all trade names, trademarks, and all other related intellectual property rights. We may revoke your license at any time by giving you written notice. Except as provided here you agree that you have no right, title or interest in or to the Marks, the message or any of our proprietary materials. You agree not to apply for registration of any of the Marks (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of MRBRecords.com or any of its Marks. Upon termination of this Agreement you will immediately cease all use of the Marks. All uses of your uses of the Marks, as set forth in Sections 7 and 8 of this Agreement, and all trademark rights created by such use, shall inure to our benefit. You acknowledge and agree your Site information (name, URL, traffic counts, etc.) may be utilized by MRBRecords.com. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. You agree to allow MRBRecords.com to use screen shots of any web page that contains the MRBRecords.com's HTML code in MRBRecords.com promotional materials. 8. Responsibility for Your Site You will be solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site. For example, you will be solely responsible for: - The technical operation of your Site and all related equipment - Creating and posting product descriptions on your Site and linking those descriptions to our Site - The accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials) - Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) - Ensuring that materials posted on your site are not libelous or otherwise illegal and your site does not contain links to sites that post libelous or illegal materials. - Ensuring that your site does not resemble, appear part of, or contain content from our site. - Ensuring that you and your site do not distribute mass emails that would be in violation of "The Can-Spam Act of 2003." - Ensuring that MRB Records customers are not emailed byYou, unless they have separately provided their information to Your Site. When promoting MRB Records or MRBRecords Online Store via external search engines (including both natural word and paid searches), which may include, but are not limited to, entities such as Google and Overture, the following guidelines must be followed: (i) you must not give the impression that you are, or represent, MRB Records.com or MRB Records Online Store, through use of phrases such as 'Official Site'; using the TM or ® marks; (ii) you shall not use or bid on words or phrases that include MRB Records or MRB Records trademarks, service marks, tradenames or designations (whether or not registered and all variations or misspellings thereof) including but not limited to: "Andie's Isle®," "MRB Records Corporation®", "MRB Records.com®"; "MRB Records Online Store® ", (iii) you must not otherwise engage in marketing practices that are illegal or violate the rights of any third party; (iv) you must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading; (v) you must represent our trademark and brand name correctly (e.g. MRB Records, not Records MRB, mrbRecords, etc.); and (vi) you must identify yourself as an affiliate by saying "affiliate" in your copy. You agree that, following notice from MRB Records.com, you will promptly remove any search listing, meta tags, meta data (titles, descriptions, etc.) within 48 hours containing copy and/or creative components that MRBRecords.com, in its sole discretion, deems inappropriate for any reason. Failure to comply within the required time frame may result in the immediate suspension or termination of your participation in the Program. You agree that your Affiliate site, and any other web site operated by you or related to your Affiliate site, will not, and will not permit users to, post on the site or any bulletin board or chat room associated with the site any information relating to the MRB Records website that may be used by others to take advantage of unauthorized coupon codes (codes not given to you by us), errors or anomalies discovered on the MRB Records Site (e.g., pricing errors, shopping cart errors, discount calculations) to the disadvantage of MRB Records.com. In the event any such information is posted to the Affiliate or related web site, you agree to remove it immediately (within 24 hours) and take steps to discourage your users from posting such information. Failure to remove such codes may result in the immediate suspension and/or termination of your participation in the Program. WE DISCLAIM ALL LIABILITY FOR MATTERS RELATING TO THE DEVELOPMENT, OPERATION, MAINTENANCE, AND CONTENTS OF YOUR SITE, INCLUDING, BUT NOT LIMITED TO THE ABOVE STATED MATTERS. 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. New Program standards will be on our Site from time to time. It is your responsibility to ensure that all such changes are appropriately adhered to. 9. Representations and Warranties You represent and warrant to us that: (i) you have the right and authority to enter into this Agreement and perform your obligations under the Agreement; (ii) you are the sole and exclusive owner of your trademarks and have the right and power to grant to us the license to use your trademarks in the manner provided for in this Agreement; (iii) you are an adult of at least 21 years of age; (iv) you are not in violation of the PCC; and (v) you are not an employee or immediate family member of a Related Party as described in Section 1 above. 10. Terms of the Agreement The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party (the "Term"). Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral commissions on sales occurring during the Term, and commissions earned through the date of termination will remain eligible for payment (except as noted below). We may withhold your final payment for a reasonable time to ensure the correct amount is paid. Your termination by MRB Records.com for violation of the PCC will result in the forfeiture of any outstanding commissions. 11. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Site. Modifications may include, for example, changes in the scope of available referral commissions, commission schedules, payment procedures, and Program rules. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 12. Relationship of Parties You and we 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. 13. Limitation of Liability WE WILL NOT BE LIABLE TO YOU FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT AND YOUR PARTICIPATION IN THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. 14. Disclaimers WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE OPERATION OF OUR SITE, THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A 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. 15. Indemnification You hereby agree to indemnify, defend and hold harmless MRBRecords.com, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), in so far as such losses (or actions in respect thereof) arise out of, are related to, or are based on (i) the breach of any representation, warranty, or covenant made by you herein or in your application; (ii) any claim related to your Site, (iii) misrepresentation by you of our products and services, (iv) infringement by you of third-party intellectual property rights, or (v) violations by you of "The Can-Spam Act of 2003." 16. 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 confidential information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively shall remain confidential and shall not be utilized, directly or indirectly, by such party for any purpose except to the extent necessary to exercise rights and perform obligations under this Agreement. All confidential information will be marked "Confidential" or "Proprietary" or if verbally disclosed, will be identified as Confidential at the time of disclosure and followed with a memo identifying it as such within 10 days. The foregoing restrictions will not apply to information to the extent (i) was known to the receiving party at the time of disclosure; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party under no obligation to the disclosing party; (iv) has been disclosed by court order or as otherwise required by law if the receiving party has given the disclosing party a reasonable opportunity to contest or limit the scope of such required disclosure. (v) more than 3 years following initial disclosure. 17. 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 (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 PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 18. 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 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. This Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective permitted 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 provision or any other provision of this Agreement.
I have read the Affiliate Agreement and I understand and accept the terms of this agreement I would like to become an affiliate!
