LinkConnector Affiliate Program
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This agreement governs your participation in the AG.com ("AG") Affiliate Program.
This Agreement was last modified on August 1, 2007.
The AG.com Affiliate Program (the "Affiliate Program") is operated by AG.com ("AG"). In this agreement, the terms "Participant", "you" and "your" refer to you (the applicant), and the "sponsoring Web site" refers to the Web site from which you will link to AG pursuant to the Affiliate Program.
1. Description of Affiliate Program
The Affiliate Program provides participants the ability to earn commissions as compensation for driving Accredited Subscriptions to the AG network sites located at URLs www.americangreetings.com and www.bluemountain.com (collectively the "Service").
The term Accredited Subscriptions shall mean eCard, Create & Print and eCard/Create & Print bundle subscriptions from users who completed the registration process, did not cancel during the trial period (if any), and were successfully charged for their subscription price on their credit card.
To accomplish this, participants log in to the Affiliate Program Web site located at URL www.linkconnector.com (the "Program Site") and utilize a self-service Web application to access AG links, banner ads, and other integration elements that link to the Service (collectively, the "Integrations"). Participants may include any or all such Integrations on their sponsoring Web sites. Users who link to the Service via an Integration and complete an Accredited Subscription in the same session are attributed to the participant that operates the relevant sponsoring Web site. When such users purchase Accredited Subscriptions to the Service during the term of this Agreement using such registration, the relevant participant is eligible for a commission for such subscription as described in Section 3 (Commission Fees) below.
2. Required Information; Affiliate Account
In order to join the Affiliate Program, you must enter into this Agreement as described in Section 23 (Acceptance of Agreement). You must also provide LinkConnector with the information required in the online application form at the Program Site. As part of this process, U.S.-based Participants must provide AG with a social security number or taxpayer ID number for payment and record keeping purposes. We reserve the right to reject your application for any reason in our sole discretion.
3. Commission Fees
AG will pay you a commission fee on each Accredited Subscription to the Service purchased during the Term that result from a user linking to the Service via an Integration. The amount of the Commission Fee will follow the commission structure presented to you by LinkConnector when you applied for the Affiliate Program. Based on AG's standard subscription prices as of June 4, 2007, the Commission Fees would be a percentage of the initial purchase price of an Accredited Subscription (exclusive of sales taxes and credit card fees).
Pricing shall be at the sole discretion of AG, which may offer special pricing and discounts in its sole discretion.
No Commission Fee will be paid on re-subscriptions or auto-renewals of existing Accredited Subscriptions. If an Accredited Subscription for which a Commission Fee is paid to Participant is later refunded or charged back for any reason, the relevant Commission Fee will be deducted from the next payment sent to Participant following such event. In addition, charge backs and refunds will be counted against the aggregate number of Accredited Subscriptions in determining commission rates based on Total Sales per Month.
Please note that AG reserves the right to change any of the terms and conditions in this Agreement, including the payment terms described in this Section 3, by posting a new agreement on the Affiliate Web site (or any successor or replacement site), as described below in more detail in Section 14 (Modifications).
4. Commission Fee Payments
Within approximately 45 days after the end of each calendar month during the Term, AG shall deliver to you, via LinkConnector, the aggregate Accredited Subscriptions and Commission Fees (less any taxes required to be withheld under applicable law) due to you with respect to such calendar month.
5. Subscription Payment Processing
AG will be solely responsible for processing every Accredited Subscription. Payment processing, renewal payment processing, cancellations and refund processing, and related customer service are the responsibility of AG. All of the rules, operating procedures and policies of AG regarding customer subscriptions will apply to all subscription orders AG receives. AG reserves the right to reject any subscription order that does not comply with its rules, operating procedures and/or policies. Participant is not permitted to make any exceptions to AG's rules, operating procedures or policies or otherwise communicate with subscribers about these rules except with AG's prior authorization, which may be withheld in AG's sole discretion.
6. Tracking of Subscription Sales
AG will be solely responsible for tracking subscription sales. Statements of subscription sales activity will be provided to Participant as described in Section 4 (Commission Fee Payments) above. To protect the privacy of AG's customers, the names of and other personally identifying information about customers will not be provided to Participant. All information about customers and users collected by AG shall be owned solely and exclusively by AG.
7. Copyrighted Material
Sponsoring Web Site. You shall ensure that none of the materials utilized or displayed on the sponsoring Web site, including your logo and preamble text, infringe upon the rights, including the intellectual property rights, of any third parties. You must have express permission to use another party's copyrighted material. AG will not be responsible if you use another party's copyrighted material in violation of the law.
Use of AG Intellectual Property. As between the parties, Participant acknowledges and agrees that AG owns all right, title and interest in and to all patents, copyright, trademarks, trade secrets, service marks, trade names and other intellectual property used on the Integrations and the Service and any software provided by AG in connection with this Agreement (the "AG Intellectual Property"). Participant shall not take any action inconsistent with such ownership by AG, nor attempt to register any AG Intellectual Property in any jurisdiction.
AG hereby grants to Participant, for the Term of this Agreement, a non-exclusive, non-transferable, revocable license to use the AG Intellectual Property contained in the Integrations, subject to AG's approval, for the sole purpose of performing its obligations under this Agreement. You do not have the right to change, alter, edit, or modify the AG Intellectual Property in any way. You, by virtue of this Agreement, shall not obtain or claim any right, title or interest in or to the AG Intellectual Property, except the right of use as specified herein, and you acknowledge and agree that all such use shall inure to the benefit of AG.
Participant shall use the AG Intellectual Property only as provided by AG, and shall not alter the AG Intellectual Property in any way. AG shall have the right to monitor the quality of Participant's use of the AG Intellectual Property. Any references to the AG Intellectual Property shall contain the appropriate trademark, copyright or other legal notice provided from time to time by AG. Upon a request from AG, Participant shall immediately cease use of any and all AG Intellectual Property, on the sponsoring Web site and elsewhere.
Use of AG content. You may not use any ecards or greetings or other information regarding AG content on the sponsoring Web site or anywhere else for any reason whatsoever. Doing so may result in immediate termination of this Agreement or suspension of your participation in the Affiliate Program.
8. AG Policies Apply to All Orders
Every customer who buys a subscription through this program is deemed to be a customer of AG. Participant does not have the authority to make or accept any offer on behalf of AG. All AG policies regarding customer orders, including pricing and problem resolution, will apply to these customers. AG is not responsible for any representations made by Participant that contradict AG's policies.
9. Prices and Availability
The price charged for subscriptions sold under this program will be determined by AG according to its own pricing policies. Prices may vary from time to time as determined in AG's sole discretion. AG policies will always determine the price paid by the customer.
10. Prohibited Content
No sponsoring Web site may display any of the following content or engage in any of the following activity:
- Sexually explicit material (pornography);
- Violent images or messages that promote violence;
- Promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age;
- Promotion of illegal activities;
- Promotion or display of defamatory, libelous or harmful material or material that otherwise infringes upon the rights of any third parties;
- Content that is inconsistent with AG's policies and/or practices;
- Spamming or abusive e-mail activities of any kind or description; or
Any other content or activity that AG finds objectionable in its sole discretion. In the event that AG determines that you have been driving Accredited Subscriptions by any of the prohibited activities set forth above, AG reserves the right to (a) withhold any Commission Fees; (b) report your conduct to LinkConnector; and/or (c) report your conduct to any law enforcement or governmental authorities.
11. Web Site Service Interruption
AG will use commercially reasonable efforts to keep the AG Site, the Program Site and the Service operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Participant agrees not to hold AG liable for any of the consequences of such interruptions.
12. Email
Participant may not send out any email containing AG's name or branding or any other AG Intellectual Property.
In the event that you would like to pursue the opportunity to market the sponsoring Web site by email using AG's name or branding, please contact AG as indicated in the Section 18 (Notice) of this Agreement. In the event that you meet certain criteria, and agree to sign an addendum to this Agreement regarding email practices, including, among other things, compliance with the CAN-SPAM Act of 2003, AG may permit you to send emails using AG's name and/or branding. However, AG reserves the right to reject any such request in its sole discretion.
13. Term of the Agreement
This Agreement shall commence on the day it is entered into by the Participant and shall continue until terminated by Participant or AG as provided herein (the "Term").
14. Modifications
AG reserves the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion, by posting a new agreement reflecting such changes on Program Site, such changes to be effective upon posting. AG will not be required to provide notice to Participants of changes to the Agreement other than by posting the revised Agreement as described above. Participant may not change or modify this Agreement. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING POSTING OF A CHANGE NOTICE ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
15. Termination of this Agreement; Survival
Either party, acting in its sole discretion, may choose to cancel this Agreement at any time by written notice of cancellation to the other. Such cancellation will be effective 3 days after such notice. Participants should know that AG intends to terminate any Participant that generates $0 in Commission Fees during any consecutive 120-day period.
In addition, AG may terminate this Agreement immediately upon notice to Participant of Participant's breach of any provision of this Agreement.
Any provision of this Agreement that expressly states that it shall survive or which, by its nature, must survive the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement.
16. Warranty Disclaimer
AG makes no warranties, representations or conditions with regard to the Affiliate Program, the AG Site, the Program Site or the Service, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, AG expressly disavows any obligation to indemnify Participant or any of its representatives or owners in connection with any lawsuit or other proceeding arising out of any of Participant's users' use of the Service.
17. Limitation of Damages
AG shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the program, even if AG has been advised of the possibility of such damages. Further, AG's aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total Commission Fees paid or payable by AG to Participant under this Agreement.
18. Notice
All notices and requests in connection with this Agreement will be given in writing and shall be delivered either (1) in person or (2) via overnight courier service, addressed as follows:
If to AG:
AG Affiliate Program
One American Road
Cleveland, OH 44144
Email : affiliatehelp@americangreetings.com
If to Participant: To the postal address, email address and/or fax number provided by Participant to AG on the Program Site.
19. Representations and Warranties
Participant represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, will not infringe on the intellectual property or proprietary rights of any third party, will not constitute spamming or abusive e-mail practices, will not violate in any way the CAN-SPAM Act of 2003 or any state law anti-spam laws, nor any other applicable federal, state and local law or regulation.
20. Indemnification
Participant shall defend, indemnify and hold harmless AG, its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of Participant's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Participant; or (iii) it is based upon Participant's violation of any applicable federal, state or local law or regulation in providing products or services hereunder.
21. Miscellaneous
Participant and AG are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Participant shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of AG. Subject to the foregoing restriction, this Agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns.
22. Governing Law; Jurisdiction
This Agreement is governed by, and construed in accordance with, the internal, substantive laws of the State of Ohio, except for its conflicts of law rules and principles to the extent that such rules would require or permit the application of the laws of another jurisdiction. Any disputes arising under this Agreement shall be resolved exclusively through binding arbitration at a mutually agreeable location in Cleveland, Ohio, pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
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