This Agreement contains the complete terms and conditions that
apply to an individuals or entitys participation in the StompShow.com and Rawls
Enterprises Associates Program (the "Program"). As used in this Agreement, "we"
means StompShow.com and Rawls Enterprises, and "you" means the applicant. "Site"
means a World Wide Web site and, depending on the context, refers either to
StompShow.com and Rawls Enterprisess site, located at the URL www.StompShow.com
and Rawls Enterprises, or to any site that you will link to our site (and which
you will identify in your Program application).
Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application
via our site. 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.
Unsuitable sites include those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age
- promote illegal activities
- include "StompShow" or variations or misspellings thereof
in their domain names
- otherwise violate intellectual property rights
- currently engaged in a banner "Link Exchange" with Rawls
Enterprises
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, we may terminate this Agreement.
Links on Your Site
Once you have been notified that your site has been accepted into the Program,
you may provide on your site one or more of the following types of links to our
site:
Product Links: You may select one or more Products to list on
your site. A "Product" is any product listed on our site, excluding products not
sold and fulfilled by us, such as products sold by third parties through our
site that are found through our product search feature (or any "storefronts"
operated by third--party merchants on our site). For each selected Product, you
will display on your site a short description, review, or other reference. You
will be responsible for the content, style, and placement of these references.
You will provide a Special Link (as defined below) from each Product reference
on your site to the corresponding StompShow.com and Rawls Enterprises online
catalog entry. Each such link will connect directly to a single item in our
online catalog. You may add or delete Products (and related links) from your
site at any time without our approval. Videos (but not other types of Products)
that are individually listed and linked as described above are referred to as
"Individually Linked Videos." You may not use Special Links to link to our site
from references to products on your site that are not "Products" as defined
above.
Search Box Link: You may provide an StompShow.com and Rawls
Enterprises search box on your site that will permit your site visitors to link
directly to a page on our site that contains the results of their search
queries.
General Link to StompShow.com Home Page: You may provide a
general link on your site to our home page at http://www.StompShow.com.
We will provide you with guidelines and graphical artwork to
use in linking to our home page. To permit accurate tracking, reporting, and
referral fee accrual, we will provide you with special "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. Links to our site placed on your site pursuant to this Agreement and
which properly utilize such special link formats are referred to as "Special
Links." You will earn referral fees only with respect to activity on our site
occurring directly through Special Links; we will not be liable to you with
respect to any failure by you to use Special Links, 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 Associates
Program and placing any of the above links within your site, StompShow.com and
Rawls Enterprises may receive information from or about visitors to your site or
communications between your site and those visitors. Your participation in the
StompShow.com program constitutes your specific and unconditional consent to and
authorization for StompShow.com and Rawls Enterprisess access to, receipt,
storage, use, and disclosure of any and all such information, consistent with
the policies and procedures set forth in StompShow.com and Rawls Enterprisess
Privacy Notice.
Order Processing
We will process Product orders placed by customers who follow Special Links from
your site to our site. 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 Special Links 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 discretion.
Referral Fees
We will pay you (in accordance with Sections 5 and 8 below) referral fees on
certain Product sales to third parties. For a Product sale to be eligible to
earn a referral fee, the customer must click-through a Special Link from your
site to our site, and add the Product to his or her shopping cart during a
session. The session ends upon one of the following events: (a) 24 hours elapses
from the customers initial click-through, (b) the customer orders the Product,
or (c) the customer follows a third partys Special Link. We will only pay
referral fees on such Products after order, payment and shipping have occurred.
We will not, however, pay referral fees on any Products that
are added to a customers Shopping Cart other than through a Special Link, as
determined by us, even if the customer previously followed a link from your site
to our site, or for 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). In addition, Products
listed in our catalog or in search results as "out of production" or "out of
print" or "out of stock" or "hard to find" are not eligible for any referral
fees. Gift certificates are not eligible to earn referral fees.
You may not purchase products during sessions initiated
through the links on your site for your own use, for resale or commercial use of
any kind. This includes orders for customers or on behalf of customers or orders
for products to be used by you or your friends, relatives, or associates in any
manner. Such purchases may result (in our sole discretion) in the withholding of
referral fees or the termination of this Agreement. Products that are eligible
to earn referral fees under the rules set forth above are referred to as
"Qualifying Products."
In addition, you may not: (a) directly or indirectly offer any
person or entity any consideration or incentive (including, without limitation,
payment of money (including any rebate), or granting of any discount or other
benefit) for using Special Links on your site to access our site (e.g., by
implementing any "rewards" program for persons or entities who use Special Links
on your site to access our site); (b) post any Special Links on any Web site or
other platform that is accessible through any Internet Access Appliance; (c)
read, intercept, record, redirect, interpret, or fill in the contents of any
electronic form or other materials submitted to us by any person or entity; (d)
in any way modify, redirect, suppress, or substitute the operation of any
button, link, or other interactive feature of our site; (e) make any orders or
subscription requests, or engage in other transactions of any kind on our site
on behalf of any third party, or authorize, assist, or encourage any other
person or entity to do so; (f) take any action that could reasonably cause any
customer confusion as to our relationship with you, or as to the site on which
any functions or transactions (e.g., search, order, browse, and so on) are
occurring; or (g) post or serve any advertisements or promotional content around
or in conjunction with the display of our site (e.g., through any "framing"
technique or technology or pop-up windows), or assist, authorize, or encourage
any third party to take any such action. If we determine, in our sole
discretion, that you have engaged in any of the foregoing activities, we may
(without limiting any other rights or remedies available to us) withhold any
referral fees otherwise payable to you under this Agreement and/or terminate
this Agreement.
Referral Fee Schedule
You will earn referral fees based on Qualifying Revenues according to Current
Pay Rate to be established by us. "Qualifying Revenues" are revenues derived by
us from our sales of Qualifying Products, excluding costs for shipping,
handling, gift-wrapping, taxes, service charges, credit card processing fees,
returns and bad debt. The current referral fee schedule is:
Specified Percentage(%) Rate for each completed sale of
Qualifying Revenues from the sale of each Individually Linked Video that, on the
date of order, is listed in our catalog and that is added to the customers
Shopping Cart directly from the first page that results from following a Special
Link to the Individually Linked Book.
However, referral fees for products other than books, music,
and videos are limited to a maximum of $10 per sale, regardless of the
Qualifying Revenues derived from the sale of any such item.
Referral Fee Payment
We will pay you referral fees and commission fees on a monthly basis.
Approximately 30 days following the end of each calendar quarter, we will send
you either (a) a check for the referral fees or commission fees earned, or (b) a
gift certificate good for purchases of Products through the StompShow.com and
Rawls Enterprises site, subject to our standard terms and conditions. You will
choose your preferred payment method on your application. However, if the
referral fees payable to you for any calendar quarter are less than $20, we will
hold payment until the total amount due is at least $20 or (if earlier) until
this Agreement is terminated. In calculating referral fees, we will deduct the
corresponding referral fee from your next quarterly payment if a Product that
generated a referral fee is returned by the customer. If there is no subsequent
payment, we will send you a bill for the referral fee.
Policies and Pricing
Customers who buy products through this Program will be deemed to be customers
of StompShow.com and Rawls Enterprises. Accordingly, all StompShow.com and Rawls
Enterprises 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.
Identifying Yourself as an Associate
You may not issue any press release with respect to this Agreement or your
participation in the Program; such action may result in your termination from
the Program. We will make available to you a small graphic image that
identifies your site as a Program participant. You must display this logo or the
phrase "In association with StompShow.com and Rawls Enterprises" somewhere on
your site. We may modify the text or graphic image of this notice from time to
time. 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
StompShow.com and Rawls Enterprises supports, sponsors, endorses, or contributes
money to any charity or other cause).
Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text
described in Section 10 and such other text or images for which we grant express
permission, solely for the purpose of identifying your site as a Program
participant and to assist in generating Product sales. You may not modify the
graphic image or text, or any other of our images, in any way. 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. We may
revoke your license at any time by giving you written notice.
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:
- the technical operation of your site and all related
equipment
- creating and posting Product descriptions on your site and
linking those descriptions to our catalog
- the accuracy and appropriateness of materials posted on
your site (including, among other things, all Product-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)
- ensuring that materials posted on your site are not
libelous or otherwise illegal
- ensuring that your site accurately and adequately
discloses, either through a privacy policy or otherwise, how you collect, use,
store, and disclose data collected from visitors, including, where applicable,
that third parties (including advertisers) may serve content and/or
advertisements and collect information directly from visitors and may place or
recognize cookies on visitors browsers.
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.
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, and all StompShow.com and Rawls Enterprises 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 Program. You are eligible to earn
referral fees only on our sales of Qualifying Products that occur 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.
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.
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 legal 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.
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.
Disclaimers
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.
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.
Arbitration
Any dispute relating in any way to this Agreement (including any actual or
alleged breach hereof), any transactions or activities under this Agreement or
your relationship with us or any of our affiliates shall be submitted to
confidential arbitration in Los Angeles, California, except that, to the extent
you have in any manner violated or threatened to violate our intellectual
property rights, we may seek injunctive or other appropriate relief in any state
or federal court in the state of California (and you consent to non-exclusive
jurisdiction and venue in such courts) or any other court of competent
jurisdiction. Arbitration under this agreement shall be conducted under the
rules then prevailing of the American Arbitration Association. The arbitrators
award shall be binding and may be entered as a judgment in any court of
competent jurisdiction. To the fullest extent permitted by applicable law, no
arbitration under this Agreement shall be joined to an arbitration involving any
other party subject to this Agreement, whether through class arbitration
proceedings or otherwise.
Miscellaneous
This Agreement will be governed by the laws of the United States and the state
of California, without reference to rules governing choice of laws. 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 be 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.
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