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MaGlobe
Operating Agreement
This
Operating Agreement (the "Agreement") contains the
complete terms and conditions that apply to your participation
in MaGlobe's Affiliate Program (the
"Program"). By participating in the Program, you
agree to be bound by the terms and conditions of this
Agreement.
1.
Description of the Program
If your application is accepted by us, you will be able to
participate as an affiliate ("Affiliate") of the
Program. As an Affiliate, you will be permitted to establish
links from your Web site ("Your Site") to our Web
sites at the locations designated by us ("Our
Sites"). We will provide you with the appropriate URL(s)
once your application has been accepted by us. By establishing
links from Your Site to Our Sites, you will have the
opportunity to earn commissions on the sales of subscriptions
to magazines published by MaGlobe or its affiliates (or other
products or services offered by MaGlobe Inc. or its
affiliates) (collectively, "Our Products") when
consumers follow the links from Your Site to Our Sites and
purchase Our Products.
2.
Applying to Become an Affiliate in the Program
To become an Affiliate in the Program, you must submit a
complete Program application via this site. We will evaluate
your application and will notify you of our acceptance or
rejection of Your Site as an Affiliate. We may reject your
application if we determine (in our sole discretion) that Your
Site is unsuitable for the Program for any reason (including
without limitation, because Your Site contains material that
is violent, threatening, harmful, obscene, pornographic,
unlawful, discriminatory, defamatory, infringing, harassing,
offensive or otherwise objectionable or inappropriate). If we
reject your application, you are welcome to reapply to the
Program at any time. You should understand that even if we
accept your application, we may later determine (in our sole
discretion) that Your Site is unsuitable, in which case we may
terminate this Agreement.
3.
Establishing Links from Your Site to Our Sites
Once you have been notified that Your Site has been accepted
into the Program, you may begin establishing links from Your
Site to Our Sites as described in this paragraph. You may
select one or more of Our Links to feature on Your Site. You
may change the selection of Our Links featured on Your Site at
any time without our approval. For each of Our Links selected
by you, you will display on Your Site the text, graphics,
images, logos and other elements designated by us to be used
in promoting Our Products ("Our Promotional
Materials"). For example, if you promote subscriptions to
our services, you may be required to display particular terms
for the offer and/or materials to promote the service (e.g.,
images, description of service). For each of Our Links
selected by you, you will provide a link directly from the
promotion on Your Site to Our Sites using the URL(s)
designated by us.
You will be responsible for the maintenance and placement of
Our Promotional Materials on Your Site. You may not alter,
modify or change in any way Our Promotional Materials without
our prior written approval, and you will be responsible for
any inaccuracies or other changes when posting Our Promotional
Materials on Your Site. We may modify Our Promotional
Materials at any MaGlobe in our sole discretion, and you will
make any such modifications promptly upon our request. You
agree to immediately delete or remove Our Promotional
Materials, along with any copies, from Your Site (or any other
media under your control) upon our request or upon termination
of this Agreement.
You will be responsible for setting up the links connecting
Your Site to a page of Our Sites at the URL(s) designated by
us, and for ensuring that the links are in good and working
order.
4.
Web publisher rules
a. The
following methods of generating web surfer interest are
unacceptable to MaGlobe and may be grounds for dismissal from
the Program: use of unsolicited e-mail or inappropriate
newsgroup postings to promote your Web Site; auto spawning of
browsers; automatic redirecting of users; clicking on your own
banners; blind text links; misleading links; or any other
method that may lead to artificially high numbers of visitors.
b. All MaGlobe Program advertisements must be served from the
MaGlobe server.
c. Publishers cannot alter, copy, modify, take, sell, re-use,
or divulge any MaGlobe Program computer code, except as is
necessary to partake in the MaGlobe Program.
d. Placement of banners - Publishers must make every effort to
place the MaGlobe banners at a prominent place on Your Site.
e. Unique Visitor - Means each person accessing the Web
Publisher’s sites as identified by Cookie or IP Address,
provided that each user will only be counted as a Unique
Visitor once every 12-hour period.
f. MaGlobe Network - Means the MaGlobe centrally managed group
of third party Web Sites through which MaGlobe's
advertisements are displayed.
g. Web Site - Means an HTML document containing a set of
information available via the internet.
h. Multiple Pages - Publishers may place the MaGlobe code on
all appropriate pages within an approved website/domain. Ad
codes may not function or will be deactivated on pages outside
of an approved domain. MaGlobe reserves the right not to pay
for ads displayed on pages outside an approved domain.
Publishers who wish to use MaGlobe’s code on multiple
websites/domains must register each domain by creating a new
code.
5.
Earning Referral Fees for Qualifying Orders
We will pay you referral fees ("Referral Fees") on
the sale of Our Products to consumers referred by your site if
(a) the consumer follows a link from Your Site to the ordering
page of Our Sites at the URL designated by us, (b) you
correctly use Our Promotional Materials as designated by us,
(c) the consumer purchases Our Products using the ordering
system on Our Sites, (d) the consumer purchases the product
within 30 days of the referral. We will not pay Referral fees
to you when a consumer purchases one of Our Products, if the
consumer has come to Our Site within 30 days by way of a
referral from another Affiliate. In this case the referral
fess will be paid to the most recent referring Affiliate.
6.
Amount of Referral Fees
We will pay you Referral Fees on Qualifying Orders according
to referral fee schedules to be established by us from time to
time, which may differ for each of Our Products. We will make
the referral fee schedule available to you upon your request.
Our current fee schedule is as follows:
All
amounts specified in this Agreement and Our Site are in United
States dollars.
7.
Payment of Referral Fees
We will pay you the Referral Fees on a monthly basis.
Approximately thirty (30) days following the end of each
calendar month, we will send you a check for the Referral Fees
earned by you on Qualifying Orders made during the previous
calendar month (less any taxes that we are required by law to
withhold). However, we reserve the right to withhold any
monthly payment that in the aggregate amounts to less than the
payment threshold set forth below ("Payment
Threshold"), and to continue withholding any monthly
payments until the aggregate amount reaches the applicable
Payment Threshold or this Agreement terminates (whichever is
earlier).
The Payment Threshold is as follows:
We
will be responsible for tracking Qualifying Orders made
through links from Your Site to Our Sites. We will use
commercially reasonable efforts to make available to you
reports summarizing this sales activity. The method of
delivery, form, content and frequency of these reports may
vary from time to time at our discretion. We will give you
online access to these reports by designating a URL and
assigning you a password. Our records will be the
determinative evidence of the Qualifying Orders that entitle
you to the Referral Fees. These reports will be updated
weekly.
8.
Order Processing
We will be responsible for processing and fulfilling all
orders for Our Products placed by customers who follow links
from Your Site to Our Sites as described in this Agreement
(including without limitation, preparing order forms,
processing payments, shipping Our Products, cancellations and
returns, and handling customer service). We reserve the right
to reject orders that do not comply with any requirements that
we may establish from time to time.
9.
Policies, Procedures and Pricing of Our Products
Consumers who buy Our Products through this Program
(regardless of whether the purchase is made through a link on
Your Site to Our Sites or directly through Our Sites) will be
deemed to be our customers. Accordingly, our rules, policies
and operating procedures concerning customer orders, customer
service, and products sales will apply to these customers. We
may change our rules, policies and operating procedures at any
time. For example, we retain sole discretion over the
selection of Our Products that are to be sold as part of this
Program and may modify this selection at any time at our sole
discretion. As another example, we retain sole discretion over
the prices to be charged for Our Products that are to be sold
as part of this Program in accordance with our own pricing
policies and may modify the pricing at any time at our sole
discretion. You may not offer any discounts, rebates or
premiums that would change the prices of Our Products as
designated by us. The prices and availability of Our Products
may vary from time to time, and we do not guarantee the prices
or availability of any of Our Products.
10.
Public Statements
You agree that we may identify you or Your Site as an
Affiliate of the Program as long as you participate in the
Program. We may make this identification orally, in writing or
electronically, including without limitation, in press
releases, public announcements and promotional materials
publicizing, advertising or promoting the Program.
You may not issue any press release or public announcement,
distribute any marketing or promotional materials or otherwise
make any public communications regarding this Agreement or
your participation in the Program without our prior written
consent or except as expressly permitted in Section 9 of this
Agreement.
11.
Limited License
We grant you a limited, nonexclusive, nontransferable,
revocable right during the term of this Agreement to use (a)
the graphic image and phrase identified in Section 9 solely
for purposes of identifying Your Site as an Affiliate of the
Program in accordance with Section 9, (b) Our Promotional
Materials described in Section 3 solely for purposes of
establishing links between Your Site and Our Sites in
accordance with Section 3, and (c) any other proprietary
materials for which we grant you express permission in writing
solely for purposes of your participation in the Program in
accordance with the terms of such writing (collectively,
"Our Proprietary Materials"). You may not alter,
modify or change any of Our Proprietary Materials in any way.
We reserve all of our rights (including without limitation,
our copyright, trademark, patent or other intellectual
property rights) in all of Our Proprietary Materials. We may
revoke your license at any time by giving you written notice.
12.
Responsibility for Your Site
You will be solely responsible for the development, operation
and maintenance of Your Site and all materials that appear on
Your Site (including without limitation, the technical
operation of Your Site and all related equipment used to
operate Your Site; creating, posting and maintaining the links
from Your Site to Our Sites; the accuracy and appropriateness
of materials posted on Your Site (e.g., Our Promotional
Materials); ensuring that materials posted on Your Site do not
violate or infringe upon the rights of any third party (e.g.,
copyrights, trademarks, patents, privacy, publicity or other
personal or proprietary rights); ensuring that materials
posted on Your Site are not libelous or otherwise illegal).
We specifically disclaim all liability concerning Your Site
and all materials that appear on Your Site. You will indemnify
and hold us (and our affiliates, subsidiaries and parent
company, and their directors, officers and employees) harmless
from any and all claims, liabilities, damages, costs and
expenses (including without limitation, attorneys' fees)
relating to the development, operation, maintenance, use, and
materials of Your Site.
13.
Term and Termination of the Agreement
The term of this Agreement will begin upon our acceptance of
your application to become an Affiliate of the Program and
will end when terminated by either party. Either you or we may
terminate this Agreement at any time, with or without cause,
for any reason, by giving the other party written notice of
termination.
Upon termination of this Agreement for any reason, you will
immediately cease any use of, and remove from Your Site, all
links to Our Sites and any of Our Proprietary Materials
appearing on Your Site, and you will immediately destroy or
return any of Our Proprietary Materials within your possession
or control.
You are only eligible to earn Referral Fees on Qualifying
Orders that occur during the term of this Agreement, and
Referral Fees earned through the effective date of termination
will remain payable only if the applicable Qualifying Orders
are neither canceled nor returned. We may withhold your final
payment for a reasonable time to ensure that the Referral Fees
we pay to you exclude any canceled or returned Qualifying
Orders.
14.
Modifications to this Agreement
We may modify any of the terms and conditions of this
Agreement, at any time and in our sole discretion, by posting
a change notice or a new agreement on Our Sites or by sending
you a written notice by email or other delivery. Modifications
may include (but are not limited to) changes in the scope of
available Referral Fees, the amount of the Referral Fees, the
payment procedures, and rules of the Programs.
If any modification to this Agreement 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 or our written notice to
you will constitute your binding acceptance of the change.
15.
Relationship of the 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.
16.
DISCLAIMERS
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS
WITH RESPECT TO THE PROGRAM, ANY OF OUR PRODUCTS, OR ANY OF
OUR SITES (INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF
FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED
WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR
TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION OR
WARRANTY THAT THE OPERATION OF OUR SITES OR ORDERING PAGES
WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT LIABLE
FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
17.
LIMITATION OF LIABILITY
WE WILL NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT,
SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES,
ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OUR
PRODUCTS OR OUR SITES, REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEEABLE OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES IN ADVANCE. FURTHER, OUR AGGREGATE LIABILITY
ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OUR
PRODUCTS OR OUR SITES WILL IN NO EVENT EXCEED THE TOTAL
REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
18.
Governing Law and Jurisdiction
This Agreement will be governed by the laws of the State of
California, without reference to rules governing choice of
laws. Any action relating to this Agreement must be brought in
the Courts located in California, and you irrevocably consent
to the jurisdiction of such courts.
19.
Assignment
You may not assign this Agreement, by operation of law or
otherwise, without our prior written consent, and any
attempted assignment in violation of this Agreement shall be
null and void. 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
20.
Waiver
Our failure to enforce 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.
21.
Entire Agreement
This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject
matter of this Agreement 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.
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