Coalition for Quality Children's Media
KIDS FIRST! Web Store Affiliate Agreement (part one)
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation as an 'Affiliate' in the KIDS FIRST! Web Store (the "Program"), which is administered by Coalition for Quality Children's Media (CQCM). As used in this Agreement, "we" means the Coalition for Quality Children's Media (CQCM), and "you" or "Affiliate" means the applicant. "Site" means a World Wide Web site and, depending on the context refers either to CQCM's site or to the site(s) or e mail messages that you will link to our site.
Whereas Affiliate desires to seek out and refer potential Customers to CQCM to purchase from CQCM's KIDS FIRST! Web Store, the parties hereby agree as follows:
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program Affiliate Application via mail or the CQCM web site. We will then evaluate your application and will notify you if there are any questions. We may reject your application at any time if we determine (at our sole discretion) that your site or other method(s) of communication (for example: mailings, newsletters, correspondence, email, catalogs, advertising, etc.) is unsuitable for the Program for any reason, including, but not limited to: if in CQCM's sole judgment your site, or other method of communication includes images or content containing sexually oriented images, text or materials; contains violence; contains images, text or other references regarding discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes illegal activities; or, violates intellectual property rights and/or copyrights or trademarks.
Once your application is approved, you agree that you will promote the Program utilizing your efforts to seek out and refer potential Customers to CQCM's KIDS FIRST! Web Store. CQCM shall have the right to publicize, promote and/or advertise the fact that a particular Affiliate is associated with the Program.
If your application is not approved, you are welcome to reapply to the Program at any time. If we accept your application and your site or other method(s) of communication is later determined (at our sole discretion) to be unsuitable for the Program based on, but not limited to the same criteria listed above, we may terminate this Agreement.
2. Promotion of the Program, Links on Your Web Site or Other Method of Communication
We will provide you with guidelines and graphic artwork, which shall include, if you utilize and maintain a website: banner advertisements, button links to our site, and a text link to use in linking to our site, which will include Program's logo and words identifying Program. Each of these graphic and text links will herein be referred to as "Links" or individually as a "Link" and are subject to the terms and conditions of this Agreement. In utilizing the Links and other information, you agree that you will cooperate fully with us in order to establish and maintain such Links. A Link may only be modified with our consent and such modification will in no way alter the look, feel, or functionality of our site. We have the right to monitor your site or other method(s) of communication at any time to determine if you are in compliance with the terms of this Agreement.
It is expressly agreed that affiliate may only send and utilize promotional material relating to the Program via mail, or other methods of communication including e-mails, to persons, groups, or organizations who have chosen to be a part of, or voluntarily joined, affiliate's lists or other methods of communication, including e-mail lists. Affiliate warrants that any communication from Affiliate concerning the Program will comply with any and all applicable regulations and laws. Affiliate expressly agrees that materials containing the Program may not be a part of or distributed in unsolicited communications (for example: advertising, mailing, telephone calls, or email) relating to the Program or any of its products or services. Any breach by affiliate of the foregoing performance obligations will result in the immediate termination of this agreement without notice.
3. Order Processing
We will process all orders placed by customers who follow the Links from your site to the Program site, or name you as the referring party in their application. We reserve the right to reject orders that do not comply with any requirements that we establish (such as, but not limited to, false names and/or addresses, prank orders, etc.). We will be responsible for all aspects of order processing and fulfillment, including, among other things, order entry, processing payments, cancellations, and customer service requests. We will track sales made to Customers who came to the Program using Links from your site to our site or named you as the referring party on their application, and will make available to you reports summarizing this sales activity. The form of these reports may vary from time to time at our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted with your unique Agent Code.
4. Referral Fees
We will pay you the Affiliate Agent Referral Fee (defined in 4b.) on all Sales (defined in 4a.) as follows:
a. Qualifying Sales for the Affiliate Agent Referral Fee: For a sale to generate an Affiliate Agent Referral Fee, the customer must: a.) follow an Affiliate Link (in the format specified by CQCM) to the Program site, or name you on their application as the referring party; b.) purchase their product from directly from our site; and, c.) remit full payment to CQCM. There will be some product on our site that is not sold by us but is linked to another site to purchase. In this case, you will not receive an Affiliate Agent Referral Fee. Any additional sales that are added to a customer's Shopping Cart within 21 days of the time from which a customer clicks from your link, or names you on their application as the referring party, will be credited as an Affiliate Agent Referral Fee to you as long as another affiliate has not been named, or another affiliate's link has not subsequently been clicked by that customer, in which case the Affiliate Agent Referral Fee will be credited to the other affiliate.
b. Affiliate Agent Referral Fee: You will earn the Affiliate Agent Referral Fee established by CQCM. The Affiliate Agent Referral Fee is 5% of the retail price, not including shipping and handling fees all sales in good standing for which you were the named or linked referral.
5. Affiliate Agent Referral Fee Payments
CQCM will pay you an Affiliate Agent Referral Fee on a calendar monthly basis. Approximately 45 days following the end of each month, we will send you a check for the Affiliate Agent Referral Fee earned on Qualifying Sales that were paid for during the previous concluded month. However, if the Affiliate Agent Referral Fees payable to you for any month are less than $20.00 (U.S. Dollars), we reserve the right to hold those fees until the total amount due is at least $20.00 (U.S. Dollars) or (if earlier) until this Agreement is terminated. If a Qualifying Sale that generated an Affiliate Agent Referral Fee is canceled by the customer, or their credit card is denied, we will deduct the corresponding amount from your next monthly payment. If there is no subsequent payment, CQCM will send you a bill for the cancelled Affiliate Agent Referral Fee amount and you agree to reimburse CQCM within thirty days for that amount.
6. Policies and Pricing
Consumers and other parties who purchase through this Program will be deemed to be customers of CQCM. Accordingly, all CQCM rules, policies, and operating procedures concerning the Program, customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time and without notice. We will determine the price to be charged for Sales sold under this Program in accordance with our own pricing policies. Prices and availability may vary from time to time.
7. Non Exclusive Limited License
All images, trademarks, service marks, product names, company names, or logos appearing on the Program web site, other than the Licensed Materials owned by CQCM, are the property of their respective owners. Any use of such images, trademarks, service marks, product names, company names, or logos, including the reproduction, modification, distribution, or republication of same, without the prior written permission of the owner of same, is strictly prohibited.
We grant you a non exclusive, non transferable, revocable right to use the approved CQCM images and graphics pertaining to the Program, solely for the purpose of referring prospective Customers. Pursuant to this license, you may not reproduce, modify, distribute, or republish any of the approved images and graphics, except as permitted pursuant to this Affiliate Agreement. The license shall terminate upon the effective date of the expiration or termination of this Agreement.
8. Your Responsibilities
You will be solely responsible for any materials you send through any method of communication concerning the Program including costs, development, operation, and maintenance of your site and for all materials that appear on your site, or other materials, including, but not limited to, the technical operation of your site and all related equipment, creating and maintaining links to the Program on your site, and the accuracy and appropriateness of materials posted on your site (including, among other things, all Program 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), and ensuring that materials posted on your site are not libelous or otherwise illegal. You hereby release us from any and all liability concerning these matters, and we disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating any breach by you of any of the terms, conditions, or obligation contained in this Agreement as well as to the sending of any materials you send through any method of communication concerning the Program and/or the development, operation, maintenance, and contents of your site.
Consumers who click through to the CQCM site through a Link shall experience the CQCM site exactly as presented by CQCM. Without limiting the foregoing, Affiliate shall not "frame" users' access of the CQCM site in any manner, including without limitation, with advertisements, branding or other material. Additionally, Affiliate shall not transmit any so-called "interstitials, " "ParasiteWare," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations/Add-ons," "Shopping Wallets" or "deceptive pop ups/unders" to Consumers from the time the Consumer clicks on a Link until such time as the Consumer has fully exited the CQCM site (i.e., no page from the CQCM site or any CQCM content or branding is visible on the Consumer's screen).
As used herein a. "ParasiteWare" and "Parasitic Marketing" shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a Link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot, LookSmart and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open the Merchant site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
Affiliate sites that use pop ups/unders for the purpose of aiding shoppers may not use such pop ups/unders to set or overwrite a commission tracking cookie, deceive the shopper or redirect the shopper from the CQCM site at anytime for any purpose. Pop ups/unders must be free of any kind of link.
Affiliate shall not automatically set tracking cookies on the Consumer's computer in any way (i.e. only direct clicks on a Link by a site visitor may be used as a way to initiate the creation or overwriting of a tracking cookie).
9. Term of the Agreements
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Notices are deemed given when delivered by certified mail to the address below. You are only eligible to earn Affiliate Agent Referral Fees on sales of Qualifying Sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
10. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time, without prior notice and in our sole discretion, by posting a change notice or a new agreement on our site, and at which time we will inform you of said modifications. We warrant that all Affiliates will be treated equally. Modifications may include, for example, changes in the scope of available Affiliate Agent Referral Fees, payment schedules, payment procedures, and Program Rules. 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.
11. 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 or elsewhere in this Agreement.
12. Limitation of Liability
Affiliate specifically agrees and understands that it is material to this Agreement that CQCM will not be liable for indirect, special, incidental, consequential or punitive damages of any kind (or any loss of revenue, profits, or data) arising in connection with or related to this Agreement or the 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 Program will not exceed the total Affiliate Agent Referral Fees paid or payable to you under this Agreement.
13. Disclaimers and Confidentiality
We make no express or implied warranties or representations with respect to the Program or any Sales sold through the Program (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, 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.
CQCM may abandon the Program at any time for any reason whatsoever and upon notice that CQCM is no longer actively continuing the Program, this Agreement will automatically terminate.
The terms of this Agreement and all related information including but not limited to Customer information, and mailing lists, shall remain at all times confidential between the parties and may not be disclosed to any individual, the public or any other business, company or other entity. Furthermore, Affiliate may not refer to the Program or CQCM in any false or derogatory manner.
14. 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 business operation and/or 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.
15. Miscellaneous
This Agreement will be governed by the laws of the United States and the State of New Mexico, 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 Santa Fe County, NM 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 provision or any other provision of this Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Coalition for Quality Children's Media ________________________________
112 W. San Francisco St. Suite 305A Print your company name
Santa Fe, NM 87501 Your web site's url: ________________
505-989-8076
Address: _________________________
City, State, zip: ____________________
Phone: __________________________
By:______________________________ By: _____________________________
Email: Email:
Title: ____________________________ Title:____________________________
Date_____________________________ Date_____________________________
Coalition for Quality Children's Media
DVD of the Month Club Affiliate Agreement (part two)
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation as an 'Affiliate' in the DVD of the Month Club Program (the "Program"), which is administered by Coalition for Quality Children's Media (CQCM) and monterey media inc. (mm). As used in this Agreement, "we" means the Coalition for Quality Children's Media and monterey media (CQCMmm), and "you" or "Affiliate" means the applicant. "Site" means a World Wide Web site and, depending on the context refers either to CQCM's site or to the site(s) or e mail messages that you will link to our site.
Whereas Affiliate desires to seek out and refer potential Subscribers to CQCMmm to become Subscribers in CQCMmm's DVD of the Month Club Program, the parties hereby agree as follows:
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program Affiliate Application via mail or the CQCM web site. We will then evaluate your application and will notify you if there are any questions. We may reject your application at any time if we determine (at our sole discretion) that your site or other method(s) of communication (for example: mailings, newsletters, correspondence, email, catalogs, advertising, etc.) is unsuitable for the Program for any reason, including, but not limited to: if in CQCMmm's sole judgment your site, or other method of communication includes images or content that contains sexually oriented images, text or materials; contains violence; contains images, text or other references regarding discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes illegal activities; or, violates intellectual property rights and/or copyrights or trademarks.
Once your application is approved, you agree that you will promote the Program utilizing your efforts to seek out and refer potential Subscribers to CQCMmm's DVD of the Month Club Program. CQCMmm shall have the right to publicize, promote and/or advertise the fact that a particular Affiliate is associated with the Program.
If your application is not approved, you are welcome to reapply to the Program at any time. If we accept your application and your site or other method(s) of communication is later determined (at our sole discretion) to be unsuitable for the Program based on, but not limited to the same criteria listed above, we may terminate this Agreement.
2. Promotion of the Program, Links on Your Web Site or Other Method of Communication
We will provide you with guidelines and graphic artwork, which shall include, if you utilize and maintain a website: banner advertisements, button links to our site, and a textlink to use in linking to our site, which will include Program's logo and words identifying Program. Each of these graphic and text links will herein be referred to as "Links" or individually as a "Link" and are subject to the terms and conditions of this Agreement. In utilizing the Links and other information, you agree that you will cooperate fully with us in order to establish and maintain such Links. A Link may only be modified with our consent and such modification will in no way alter the look, feel, or functionality of our site. We have the right to monitor your site or other method(s) of communication at any time to determine if you are in compliance with the terms of this Agreement.
It is expressly agreed that affiliate may only send and utilize promotional material relating to the Program via mail, or other methods of communication including e-mails, to persons, groups, or organizations who have chosen to be a part of, or voluntarily joined, affiliate's lists or other methods of communication, including e-mail lists. Affiliate warrants that any communication from Affiliate concerning the Program will comply with any and all applicable regulations and laws. Affiliate expressly agrees that materials containing the Program may not be a part of or distributed in unsolicited communications (for example: advertising, mailing, telephone calls, or email) relating to the Program or any of its products or services. Any breach by affiliate of the foregoing performance obligations will result in the immediate termination of this agreement without notice.
3. Order Processing
We will process all orders placed by customers who follow the Links from your site to the Program site, or name you as the referring party in their application. We reserve the right to reject orders that do not comply with any requirements that we establish (such as, but not limited to, false names and/or addresses, prank orders, etc.). We will be responsible for all aspects of order processing and fulfillment, including, among other things, order entry, processing payments, cancellations, and customer service requests. We will track sales made to customers who are active Subscribers in good standing in the Program who came to the Program using Links from your site to our site or named you as the referring party on their application, and will make available to you reports summarizing this sales activity. The form of these reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted with your unique Agent Code.
4. Referral Fees
We will pay you the Affiliate Agent Referral Fee (defined in 4b.) on all Subscription Sales (defined in 4a.) as follows:
a. Qualifying Subscriptions for the Affiliate Agent Referral Fee: For a sale to generate an Affiliate Agent Referral Fee, the customer must: a.) follow an Affiliate Link (in the format specified by CQCMmm) to the Program site, or name you on their application as the referring party; b.) purchase their subscription via our site; and, c.) remit full payment to us. Any additional subscriptions that are added to a customer's Shopping Cart within 21 days of the time from which a customer clicks from your link, or names you on their application as the referring party, will be credited as an Affiliate Agent Referral Fee to you as long as another affiliate has not been named, or another affiliate's link has not subsequently been clicked by that customer, in which case the Affiliate Agent Referral Fee will be credited to the other affiliate.
b. Affiliate Agent Referral Fee: You will earn the Affiliate Agent Referral Fee established by CQCMmm. The Affiliate Agent Referral Fee is $1.50 per month on all Subscriptions in good standing for which you were the named or linked referral.
5. Affiliate Agent Referral Fee Payments
CQCMmm will pay you an Affiliate Agent Referral Fee on a calendar monthly basis. Approximately 45 days following the end of each month, we will send you a check for the Affiliate Agent Referral Fee earned on Qualifying Subscriptions that were paid for during the previous concluded month. However, if the Affiliate Agent Referral Fee payable to you for any month are less than $20.00 (U.S. Dollars), we reserve the right to hold those fees until the total amount due is at least $20.00 (U.S. Dollars) or (if earlier) until this Agreement is terminated. If a Qualifying Subscription that generated an Affiliate Agent Referral Fee is canceled by the customer, we will deduct the corresponding amount from your next monthly payment. If there is no subsequent payment, CQCMmm will send you a bill for the cancelled Affiliate Agent Referral Fee amount and you agree to reimburse CQCMmm within thirty days for that amount.
6. Policies and Pricing
Consumers and other parties who buy Subscriptions through this Program will be deemed to be customers of CQCMmm. Accordingly, all CQCMmm rules, policies, and operating procedures concerning the Program, customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time and without notice. We will determine the price to be charged for Subscriptions sold under this Program in accordance with our own pricing policies. Subscription prices and availability may vary from time to time. Because price changes may affect the Subscription fee that you already have named on your site, you will be notified at least 30 days prior to a change in the Subscription price. It is your responsibility to change the price that is named on your site within the 30 day period and prior to when it becomes effective.
7. Non Exclusive Limited License
All images, trademarks, service marks, product names, company names, or logos appearing on the Program web site, other than the Licensed Materials owned by CQCMmm, are the property of their respective owners. Any use of such images, trademarks, service marks, product names, company names, or logos, including the reproduction, modification, distribution, or republication of same, without the prior written permission of the owner of same, is strictly prohibited.
We grant you a non exclusive, non transferable, revocable right to use the approved CQCMmm images and graphics pertaining to the Program, solely for the purpose of referring prospective Subscribers. Pursuant to this license, you may not reproduce, modify, distribute, or republish any of the approved images and graphics, except as permitted pursuant to this Affiliate Agreement. The license shall terminate upon the effective date of the expiration or termination of this Agreement.
8. Your Responsibilities
You will be solely responsible for any materials you send through any method of communication concerning the Program including costs, development, operation, and maintenance of your site and for all materials that appear on your site, or other materials, including, but not limited to, the technical operation of your site and all related equipment, creating and maintaining links to the Program on your site, and the accuracy and appropriateness of materials posted on your site (including, among other things, all Program 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), and ensuring that materials posted on your site are not libelous or otherwise illegal. You hereby release us from any and all liability concerning these matters, and we disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating any breach by you of any of the terms, conditions, or obligation contained in this Agreement as well as to the sending of any materials you send through any method of communication concerning the Program and/or the development, operation, maintenance, and contents of your site.
Consumers who click through to the CQCM site through a Link shall experience the CQCM site exactly as presented by CQCM. Without limiting the foregoing, Affiliate shall not "frame" users' access of the CQCM site in any manner, including without limitation, with advertisements, branding or other material. Additionally, Affiliate shall not transmit any so-called "interstitials, " "ParasiteWare," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations/Add-ons," "Shopping Wallets" or "deceptive pop ups/unders" to Consumers from the time the Consumer clicks on a Link until such time as the Consumer has fully exited the CQCM site (i.e., no page from the CQCM site or any CQCM content or branding is visible on the Consumer's screen).
As used herein a. "ParasiteWare" and "Parasitic Marketing" shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a Link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot, LookSmart and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open the Merchant site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
Affiliate sites that use pop ups/unders for the purpose of aiding shoppers may not use such pop ups/unders to set or overwrite a commission tracking cookie, deceive the shopper or redirect the shopper from the CQCM site at anytime for any purpose. Pop ups/unders must be free of any kind of link.
Affiliate shall not automatically set tracking cookies on the Consumer's computer in any way (i.e. only direct clicks on a Link by a site visitor may be used as a way to initiate the creation or overwriting of a tracking cookie).
9. Term of the Agreements
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Notices are deemed given when delivered by certified mail to the address below. You are only eligible to earn Affiliate Agent Referral Fees on sales of Qualifying Subscriptions occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
10. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time, without prior notice and in our sole discretion, by posting a change notice or a new agreement on our site, and at which time we will inform you of said modifications. We warrant that all Affiliates will be treated equally. Modifications may include, for example, changes in the scope of available Affiliate Agent Referral Fees, payment schedules, payment procedures, and Program Rules. 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.
11. 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 or elsewhere in this Agreement.
12. Limitation of Liability
Affiliate specifically agrees and understands that it is material to this Agreement that CQCMmm will not be liable for indirect, special, incidental, consequential or punitive damages of any kind (or any loss of revenue, profits, or data) arising in connection with or related to this Agreement or the 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 Program will not exceed the total Affiliate Agent Referral Fees paid or payable to you under this Agreement.
13. Disclaimers and Confidentiality
We make no express or implied warranties or representations with respect to the Program or any Subscriptions sold through the Program (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, 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.
CQCMmm may abandon the Program at any time for any reason whatsoever and upon notice that CQCMmm is no longer actively continuing the Program, this Agreement will automatically terminate.
The terms of this Agreement and all related information including but not limited to Subscriber Subscriber information, and mailing lists, shall remain at all times confidential between the parties and may not be disclosed to any individual, the public or any other business, company or other entity. Furthermore, Affiliate may not refer to the Program or CQCMmm in any false or derogatory manner.
14. 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 business operation and/or 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.
15. Miscellaneous
This Agreement will be governed by the laws of the United States and the State of New Mexico, 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 Santa Fe County, NM 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 provision or any other provision of this Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Coalition for Quality Children's Media ________________________________
112 W. San Francisco St. Suite 305A Print your company name
Santa Fe, NM 87501 Your web site's url: ________________
505-989-8076
Address: _________________________
City, State, zip: ____________________
Phone: __________________________
By:______________________________ By: _____________________________
Email: Email:
Title: ____________________________ Title:____________________________
Date_____________________________ Date_____________________________
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