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 JuniorNet Affiliate Program Terms and Conditions
Please thoroughly read this agreement before
accepting. This Agreement contains the complete terms and conditions that apply
to an individual's or entity's participation in the JuniorNet Affiliate Program
(the "Program"). As used in this Agreement, "we" means J2
Interactive, LLC (“J2”), its parents, subsidiaries, affiliates, officers, directors,
agents, shareholders, and employees, and "you" means the applicant. "Site"
means a World Wide Web site and, depending on the context, refers either to
the JuniorNet.com site, located at the URL www.juniornet.com, or to any site
that you will link to our site (and which you will identify in your Program
application). J2 reserves the right, in its sole discretion,
to alter or terminate the Program at any time for any reason or for no reason
at all. 1. Enrollment in the Program To join our Affiliate Program, you must submit
a complete Program application via our site and click the “I Agree” button displayed
at the end of the Program application. BY PROVIDING APPLICATION INFORMATION
AND CLICKING THE “I AGREE” BUTTON, YOU AGREE TO BE BOUND BY THIS AGREEMENT. By submitting an application you represent and warrant
that: We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. We may deem your site unsuitable if it:
If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, or if information you have submitted in your application is thereafter determined to be inaccurate, not current, or incomplete, we may terminate this Agreement. 2. Links on Your Site Once you are accepted into the Program, you agree to include one or more of the links, promotional materials, and branding we provide through the Program (collectively, the “Marketing Messages”) on your web site. These Marketing Messages link your web site visitors to the JuniorNet site with special offers for JuniorNet products. You agree that your use of the Marketing Messages will adhere to the guidelines we provide from time to time, and that you will only use the Marketing Messages for the purpose of establishing links to the JuniorNet site, referring users to the services made available on the JuniorNet site, and promoting JuniorNet products. You also agree that you will only use the Marketing Messages as additions to the content displayed on your web site(s) and that the Marketing messages will not be the sole content on your web site(s). We will provide you with guidelines and graphical artwork to use in linking to our web site. You may select from a number of graphic advertisements, text links, and promotional materials which we make available in the Members’ Area of our JuniorNet Affiliate Program site. You have the freedom to select the Marketing Message most appropriate for the design of your web site. We will give you recommendations on how to market our products to your web site visitors. Once your site is approved, you may add or delete our Marketing Messages without our permission. We do, however, audit participating Affiliates on a regular basis to make sure there is consistency in display of our Marketing Messages. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with a unique Referral Code as well as special Referral Code 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. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special Referral Code link formats are referred to as "Referral Links." You will earn referral fees only with respect to activity on our site occurring directly through your Referral Code and/or Referral Links; we will not be liable to you with respect to any failure by you to use Referral Links, or any failure by any customer to use your Referral Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. You acknowledge that, by participating in the Affiliate Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the JuniorNet Affiliate program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in our Privacy Policy. 3. Order Processing J2 Interactive will process Product orders placed by customers who follow Referral Links from your site to our site or who otherwise place Product orders using your Referral Code. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using your Referral Code from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our sole discretion. Any audit of the records and data from which such reports are derived will be at our sole discretion. 4. Referral Fees We will pay you a commission (in accordance with Sections 5 and 6 below) for valid Product sales resulting from a link from your site using the Referral Link or resulting from the use of your Referral Code. To be eligible for commission, a customer must follow the Referral Link from your site to our site and make a product purchase or must enter your unique Referral Code when purchasing the product. The customer must accept delivery of the product and remit full payment to us. We will not, however, pay commission on any product sales if the customer has reentered our site from a source other than the Referral Link or if the customer has not entered your Referral Code--even if the customer had previously followed a link from your site to our site. (In other words, we cannot track your sales unless a customer uses your Referral Link(s) or your Referral Code.) You may not directly or indirectly offer any person or entity any consideration or incentive including, without limitation, payment of money or awarding of any benefits, for following our Referral Links from your site to access our site or for using your Referral Code to purchase our Products. That is, for example, you cannot implement your own "rewards" program to encourage your site visitors to purchase our Products. If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any commission otherwise payable to you under this Agreement. 5. Referral Fee Schedule You will earn referral fees based on Qualifying Revenues according to referral fee schedules to be established by us and updated in our sole discretion from time to time. "Qualifying Revenues" are revenues derived by us from our sales of Products through the use of your Referral Link(s) and/or Referral Code, excluding costs for returns, bad debt, and failure to collect revenues for any reason. All fees will be payable in United States dollars. We hold payment at least 45 days to allow us to process cancellations and returns. The current referral fee schedule is: JuniorNet Online Service Monthly subscription: $10.00 JuniorNet Online Service Six-Month subscription: $15.00 JuniorNet Online Service Annual subscription: $20.00 6. Referral Fee Payment We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees you have earned during that quarter, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar quarter are less than $100.00, we reserve the right to hold those referral fees until the total amount due is at least $100.00 or (if earlier) until this Agreement is terminated. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding referral fee from your next quarterly payment. If there is no subsequent payment, we reserve the right to send you a bill for the referral fee. In the event that you violate the terms of this Agreement, you will immediately forfeit any right to accrued referral fees. 7. Your Privacy You acknowledge that, if applicable, your United States social security number, taxpayer identification number, and/or other necessary information will be provided on any Internal Revenue Service Forms 1099 or any other tax forms required to be furnished to you, and also provided to the Internal Revenue Service to reflect compensation earned pursuant to the Program. You will receive a password to access your account. You are entirely responsible for any and all activities which occur under your password. You agree to keep your password confidential, to allow no other person or company to use your password, and to notify us promptly if you have any reason to believe that the security of your account has been violated. We may contact you directly from time to time pursuant to the Program. You also acknowledge and agree that we may access your account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Program; provided, however, that nothing in this Section shall impose such a duty on us. 8. Policies and Pricing Customers who buy products through this Program will be deemed to be customers of J2. Accordingly, all J2 rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, 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. Identifying Yourself as an Associate We will provide you with one or more Marketing Messages which identify your site as a Program participant. You must display these Marketing Messages or the phrase "In association with JuniorNet" somewhere on your site. We may modify the text, graphics, and other details of our Marketing Messages from time to time. You MAY use Marketing Messages and Referral Links in private e-mail communications to notify friends, relatives and colleagues of product availability. You MAY NOT use Marketing Messages or Referral Links in any type of unsolicited or mass email marketing program. Use of unsolicited email, commonly known as SPAM, will result in immediate termination of this Agreement. You MAY NOT make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld at our sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that J2 or JuniorNet.com supports, sponsors, endorses, or contributes money to any charity or other cause, or any product or service provided by you or any third party). 10. Limited License We grant you a non-exclusive, non-transferable, revocable right to use the Marketing Messages we provide through the Program, solely for the purpose of identifying yourself as a Program participant and to assist in generating Product sales, and only during such time as you are eligible to participate in the Program. Except as allowed by guidelines we may provide and update from time to time, you may not modify any of the graphic images, text, trade names, or trademarks we provide in any way, nor may you use any links, promotional materials, and branding of JuniorNet or J2 other than those made available through the Program. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time, and in any event you agree not to use our trademarks, copyrighted content, or any other material protected by any proprietary rights except as expressly directed or allowed by us. You also agree to display any Marketing Messages with reasonable spacing between each side of such item and other graphic or textual elements. We may revoke your license at any time by giving you written notice. 11. Responsibility for Your Site You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
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 to the development, operation, maintenance, and contents of your site. In the event that we should receive any notification of claimed infringement by you, including but not limited to claimed infringement of any third party’s intellectual property rights, you agree to cooperate with us in expeditiously responding to such notification and resolving any claim of infringement. 12. Term of the Agreement The term of this Agreement will begin upon our acceptance of your 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 the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, all J2 or JuniorNet trademarks, content, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on Qualifying Revenues that we collect during the term, and referral 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. Notwithstanding the above, your participation in the Program will be deemed automatically terminated immediately upon your violation of the terms of this Agreement or of any applicable law or regulation having the force of law. In the event of such termination, you will immediately forfeit any right to accrued referral fees. 13. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee 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. 14. 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. 15. 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 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 referral fees paid or payable to you under this Agreement. 16. Indemnity; Releases You agree to indemnify and hold us harmless from any claim or demand, including, without limitation, penalties, interest, reasonable attorneys' fees and costs claimed, demanded, or incurred in connection with any claim or demand, made by any third party due to or arising directly or indirectly out of your conduct, your web site(s), your participation in the Program, any content, goods, services, or links displayed on or made available through or in connection with your web site(s), any claim that we are obligated to pay tax obligations in connection with compensation paid to you pursuant to the Program, any alleged violation of this Agreement, any alleged violation of any applicable law or regulation, or any alleged violation of any rights of another, including but not limited to your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with your web site(s). We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations. We will have the right to participate in the defense of all claims pursuant to this Section. You hereby agree to release us from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against you arising out of or in any way related to such disputes and/or to the Program. You hereby agree to waive all laws that may limit the efficacy of such releases. 17. Force Majeure Under no circumstances shall we be liable for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties. 18. Disclaimers The Program, and all services provided in connection with the Program, are provided “as is.” We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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. 19. Notices Notices or communications pursuant to this Agreement shall be sent by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the following addresses: (a) if to us, affiliatesupport@juniornet.com or J2 Interactive, 16 Harvard Street, Charlestown, MA 02129; (b) if to you, the electronic or mailing address specified when you apply for participation in the Program; or (c) such other address as either party may give the other by notice as provided above. 20. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 21. Miscellaneous This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between you and us. This Agreement will be governed by the laws of the state of Massachusetts without regard to that state's conflict of law provisions. The state and federal courts of Massachusetts shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating to this Agreement or to your participation in the Program. You and we consent to personal jurisdiction and venue in the appropriate state court in Middlesex County, Commonwealth of Massachusetts or the United States District Court for the District of Massachusetts. 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. The provisions of Sections 1, 7, 10, 12, 14, 15, 16, 17, 18, and 21 shall survive any termination of your participation in the Program. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to participation in the Program or to this Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred. If a court of competent jurisdiction holds any provision of this Agreement to be invalid, you and we nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of this Agreement remain in full force and effect. |