|
1. Enrollment in the Affiliate Program To begin the enrollment process, you will submit a complete Affiliate Program application via our site. We will evaluate your application in good faith 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.
2. Promotion of Our Affiliate Relationship (a) As an Affiliate Site, we will make available to you via chitownads.com 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 (b) 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. (c) Affiliate must accurately promote ChiTownAds.com's products, prices, promotions and is prohibited from displaying mis-leading or false information about ChiTownAds.com, its products or offers.
3. 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.
4. 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.
5. 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: 20% of the net revenue collected from the sale of advertising during a session generated by a direct link from the Affiliate Site to ChiTownAds.com; 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).
6. Commission Payment When the total commission payment(s) due to you (based on Section 5 above) exceed $25.00 at the end of any calendar quarter, 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 30 days after the end of each calendar quarter 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.
7. 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.
8. Policies and Pricing Customers who buy ChiTownAds.com Products through the Affiliate Program will be deemed to be customers of ChiTownAds.com. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and ChiTownAds.com 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 ChiTownAds.com Products sold under the Affiliate Program in accordance with our own pricing policies. Prices and availability of ChiTownAds.com 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.
9. Publicity 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, which we agree shall not be unreasonably withheld.
10. Licenses and Use of the ChiTownAds.com Logos and Trademarks (a) 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 ChiTownAds.com 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 ChiTownAds.com 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. (b) You shall not make any specific use of any Licensed Materials for purposes other than selling ChiTownAds.com Products on your site for ChiTownAds.com, without first submitting a sample of such to us and obtaining the prior written consent of your ChiTownAds.com 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. (c) 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. 11. 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 ChiTownAds.com 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. (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 ChiTownAds.com site being viewed by a user of your site who links to the ChiTownAds.com 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 ChiTownAds.com, except (i) with our prior permission, or (ii) materials which are obtained by you via the ChiTownAds.com "affiliate.net" 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 "ChiTownAds.com," and/or "chitownads" or any variation thereof (collectively, the "ChiTownAds.com marks"), and (ii) that you will not purchase or otherwise contract with a third party to exploit any of the ChiTownAds.com marks for the purpose of causing the Affiliate site to appear as a search result or for any other reason.
12. 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 ChiTownAds.com 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 ChiTownAds.com 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.
13. 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.
14. Relationship of Parties You and ChiTownAds.com 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.
15. Disclaimers We make no express or implied warranties or representations with respect to the Affiliate Program or any ChiTownAds.com 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.
16. 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.
17. 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.
18. 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.
19. Indemnification You hereby agree to indemnify and hold harmless ChiTownAds.com 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.
20. 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.
21. Miscellaneous This Agreement will be governed by the laws of the United States and the State of Illinois, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in Lake County, Illinois, 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.
|
ChiTownAds.com is Chicago's Premier Online Classified Ads Marketplace. Buy, Sell or Trade - Almost Anything! ChiTownAds.com is the most cost effective way to sell your product, service or merchandise to the Chicago and Chicagoland Markets. From Autos to Real Estate, Household Goods to Personal Ads, we are Chicago's Premier Classified Ad System. ChiTownAds.com is more than just ads! It is also the most complete source of Chicago related information available. From Trivia to History, from Relocation information to Traffic Times, you will find it here along with much more Chicago content. Please read our Terms & Conditions, Acceptable Use Policy and Our Privacy Policy prior to using this web site or any of our services. © Copyright 2000 - 2008 All rights reserved. Mustang Internet Services, Inc. |