TERMS & CONDITIONS
Thank you for considering establishing links between your Web site and ours.
This Agreement contains the complete terms and conditions that apply to your
participation as an affiliate in the affiliate linking network of Tv Repair
Kits. . As used in this Agreement, "we" or "us" means TV
Repair Kits and
"you" or "your" means the Affiliate.
To enroll, please review the terms of this Agreement and indicate your
acceptance of these terms by clicking "You Agree" at the bottom of
the page. Once you have agreed to the terms, you will be linked to our
Affiliate Linking Application. After you submit a complete Affiliate Linking
Application, we will evaluate your application and notify you of your
acceptance or rejection by email. We may reject your application if we decide
in our discretion that your site is unsuitable. If we reject your application,
you are welcome to reapply at any time. We will review your application again
then.
Recitals
- Affiliate is the owner or
provider of certain Internet services and content areas and offers items
for sale, accessible through the Affiliate Site (the "Affiliate
Site");
- www.TvRepairKits.com is the
owner or provider of certain Internet services and content areas and
offers tires, wheels, suspensions and related items for sale ("www.TvRepairKits.com
Products"), accessible through the URL www.www.TvRepairKits.com.com
(with any replacement or successor URL, the "www.TvRepairKits.com
Site");
- www.TvRepairKits.com wants
Affiliate to integrate a link from the Affiliate Site to the www.TvRepairKits.com
Site so that Affiliate’s users may have convenient access to the www.TvRepairKits.com
Site;
- Affiliate wants to provide
such a link from the Affiliate Site to the www.TvRepairKits.com Site.
Terms and Conditions
In consideration of the mutual promises and agreements of the parties set
forth in this Agreement, and for other valuable consideration, the parties
agree as follows:
1. Links.
1.1 Affiliate may use any combination of the following types of links in
connection with marketing www.TvRepairKits.com Products on the Affiliate Site:
1.1.1 www.TvRepairKits.com Product Lists.
Affiliate will select one or more specific www.TvRepairKits.com Products to
list on the Affiliate Site. For each selected www.TvRepairKits.com Product,
Affiliate will display on the Affiliate Site the www.TvRepairKits.com Product's
title, a short description, review, or other reference (provided, as set forth
in Sections 1.3 and 2.3 below, Affiliate does not include pricing information
and provided further that Affiliate does not make any representations or
warranties regarding the products). Affiliate will be solely responsible for
the content, style, and placement of these references. Affiliate will use a
special link, provided by www.TvRepairKits.com, from each www.TvRepairKits.com
Product reference on the Affiliate Site to the corresponding www.TvRepairKits.com
Product detail page on the www.TvRepairKits.com Site. Each link will connect
directly to a single item in the www.TvRepairKits.com Site. Affiliate may add,
change or delete www.TvRepairKits.com Products (and related links) from its Web
site anytime.
1.1.2 Search Feature
www.TvRepairKits.com may provide Affiliate with technical specifications
describing how to include a www.TvRepairKits.com search box on the Affiliate
Site. The search box will permit site visitors to navigate directly to a page
on the www.TvRepairKits.com Site that contains the results of
their search queries.
1.1.3 Links to Subject Browse Categories
Tv Repair Kits may provide Affiliate with graphical images and/or text to
use in linking to www.TvRepairKits.com subject browse categories (e.g., guides,
test results and reviews) where contextually reasonable.
1.1.4 Links to the www.TvRepairKits.com Site Homepage
www.TvRepairKits.com will provide Affiliate with graphical images and/or
text to use in linking to the www.TvRepairKits.com homepage where contextually
reasonable.
1.2 Characteristics of Links
Each link from the Affiliate Site to the www.TvRepairKits.com Site will use
one of the URLs provided by www.TvRepairKits.com (the "www.TvRepairKits.com
URLs"). If www.TvRepairKits.com provides more than one applicable www.TvRepairKits.com
URL, Affiliate may choose among them as it sees fit in establishing the link to
the www.TvRepairKits.com Site. Affiliate may not display links next to, above
or below or otherwise in close proximity to any recognized tire or wheel
merchant. The links may not affect or alter the look, feel, or functionality of
the www.TvRepairKits.com Site (e.g., you may not frame the www.TvRepairKits.com
Site, including without limitation causing your site's tool bar to appear on
the www.TvRepairKits.com Site). Except as expressly provided in this Agreement,
the position, prominence and nature of links on the Affiliate Site will be
solely in the discretion of Affiliate, though Affiliate will attempt to
accommodate related special needs, desires, or concerns of the www.TvRepairKits.com.
1.3 No Representations by Affiliate
Affiliate agrees not to make any representations or warranties concerning www.TvRepairKits.com,
the www.TvRepairKits.com Site, any of www.TvRepairKits.com's
products or services, or www.TvRepairKits.com Site policies, except as
expressly authorized in this Agreement or otherwise in writing by www.TvRepairKits.com.
1.4 Affiliate Site Operation
Affiliate will be solely responsible for the development, operation, and
maintenance of its Web site and for all materials that appear in it, including,
without limitation: (a) the technical operation of its Web site and all related
equipment; (b) creating and posting www.TvRepairKits.com Product descriptions
on its Web site and linking those descriptions to the www.TvRepairKits.com
Site; and (c) the accuracy and appropriateness of materials posted on or
incorporated into its Web site (including among other things, all www.TvRepairKits.com
Product-related materials).
1.5 Malfunctioning URLs
Affiliate will notify www.TvRepairKits.com of any malfunctioning of the URLs
or other problems with the links from the Affiliate Site to the www.TvRepairKits.com
Site. www.TvRepairKits.com will respond promptly to all concerns upon
notification by Affiliate.
2. Referral Fees.
2.1. www.TvRepairKits.com agrees to pay to Affiliate a referral fee of Five
Percent (5%) of sales if www.TvRepairKits.com makes a completed sale of a www.TvRepairKits.com
Product to a visitor to the www.TvRepairKits.com Site (a "Customer")
if that Customer has accessed the www.TvRepairKits.com Site and purchased the www.TvRepairKits.com
Product via a Qualifying Link (as defined below) from the Affiliate Site.
Referral fees will be determined based on aggregate amounts collected by www.TvRepairKits.com,
excluding amounts collected for sales taxes, duties, packaging, shipping,
handling, coupons, discounts, credit card fees and similar charges, amounts due
to credit card fraud and bad debt, and credits for returned goods. For any of
these excluded amounts, www.TvRepairKits.com will provide complete
documentation to Affiliate for review, if so requested.
2.2. A "Qualifying Link" is a link from the Affiliate Site to the www.TvRepairKits.com
Site using any of the URLs provided by www.TvRepairKits.com for use by the
Affiliate if it is the last link to the www.TvRepairKits.com Site that the
Customer uses during a Season where a sale of a product or a service to
Customer occurs. We will not pay referral fees on www.TvRepairKits.com Products
ordered via a link from another site to the www.TvRepairKits.com Site (instead
of through a Qualifying Link), even if the Customer previously followed a link
from the Affiliate Site to the www.TvRepairKits.com Site. A "Season"
is the period beginning with a Customer's initial contact with the www.TvRepairKits.com
Site via a link from the Affiliate Site and ending when they exit the site. www.TvRepairKits.com
will use a cookie to store a Customer’s ID during the Season. www.TvRepairKits.com
will not be responsible for paying a commission to Affiliate on sales it cannot
attribute to a Customer, e.g., because the Customer’s browser does not accept
the cookie.
2.3. www.TvRepairKits.com shall have the sole right and responsibility for
processing all orders made by Customers. Affiliate acknowledges that all
agreements relating to sales and service to Customers will be between www.TvRepairKits.com
and the Customer. Prices for the products will be set solely by www.TvRepairKits.com
in its discretion. Product prices and availability may vary from time to time.
Because price changes may affect www.TvRepairKits.com Products that Affiliate
has listed on its Web site, Affiliate may not include price information in its
Product descriptions. www.TvRepairKits.com uses commercially reasonable efforts
to present accurate information, but it cannot guarantee the availability or
price of any particular www.TvRepairKits.com Product.
2.4. Affiliate monthly. Commission will be paid the following month after a
sale is received. All commissions are paid on the last day of the month. If your earned commission is less than 50.00 Tv
Repair Kits reserves the right to withhold those referral fees until the total
amount due is at least $50, or (if earlier) until the Agreement is terminated.
3. Auditing.
3.1. www.TvRepairKits.com will maintain complete and accurate records
according to U.S.
Generally Accepted Accounting Principles ("GAAP") for all
transactions which are the subject of this Agreement for not less than three
(3) years after the last payment is due under this Agreement. An independent
accounting firm, when retained at the expense of Affiliate and not more
frequently than annually, will have access to such records, upon reasonable
notice, for the purposes of audit during normal business hours, for so long as
such records are required to be maintained under this Agreement. If such
accounting firm determines that any additional payment is due Affiliate by www.TvRepairKits.com,
and such payment is not the subject of a good faith dispute between the
parties, then www.TvRepairKits.com will promptly make payment of such amount to
Affiliate. If www.TvRepairKits.com overpays Affiliate, then www.TvRepairKits.com
shall be entitled to a credit against the next payment due to Affiliate in the
amount of the overpayment, unless such overpayment is the subject of a good
faith dispute between the parties or no further payments are due under this
Agreement, in which case Affiliate shall promptly refund to www.TvRepairKits.com
the amount of the overpayment.
4. Ownership and Licenses.
4.1. Each party owns (or has the right to use and sublicense) and shall
retain all right, title and interest in its names, logos, trademarks, service
marks, trade dress, copyrights and proprietary technology, which shall be used
in connection with links to the other party's site, as provided for in this
Agreement, including, without limitation, those names, logos, trademarks,
service marks, trade dress, copyrights and proprietary technology currently
used or which may be developed and/or used by it in the future.
4.2. www.TvRepairKits.com grants Affiliate a revocable, nonexclusive,
worldwide, royalty-free license to use, reproduce and transmit the name, logos,
trademarks, service marks, trade dress and proprietary technology, as
designated in this Agreement, on the Affiliate Site solely to create links from
the Affiliate Site to the www.TvRepairKits.com Site. Except as expressly set
forth in this Agreement or permitted by applicable law, Affiliate may not copy,
distribute, modify, reverse engineer, or create derivative works from the same.
Affiliate may not sublicense, assign or transfer any such licenses for the use
of the same, and any attempt at such sublicense, assignment or transfer is
void. Affiliate shall promptly remove such name, logos, trademarks, service
marks, trade dress and proprietary technology from the Affiliate Site upon the
end of this Agreement.
4.3. Affiliate grants www.TvRepairKits.com a revocable, nonexclusive,
worldwide, royalty-free license to use, reproduce and transmit Affiliate’s
name, logos, trademarks, service marks, and trade dress to advertise, market,
promote, or publicize Affiliate’s participation as an affiliate under this
Agreement, though www.TvRepairKits.com is not required to do so. This license
ends upon the end of this Agreement.
5. Term and Termination.
The term of this Agreement will begin upon our acceptance of your Affiliate
Linking Application and will end immediately when terminated by either party.
Either party may end this Agreement at any time, with or without cause, by
giving the other party written notice of termination. Upon notice of
termination, you must remove all links within one hour of giving or receiving
notice. You are only eligible to earn referral fees under Sections 2.1 and 2.2
on sales of Products incurring during the term. Referral fees earned through
the date of termination will remain payable only if the related www.TvRepairKits.com
Product orders are not cancelled or returned. We may withhold your final
payment for a reasonable time to confirm that the correct amount is paid.
However, all rights to payment, causes of action and any provisions which by
their terms are intended to survive termination, including but not limited to
the representations, indemnification and limitation of liability provisions,
shall survive termination of this Agreement.
6. Disclosure of Confidential Information.
6.1 Each party acknowledges that it may receive the other party’s
Confidential Information during the term of this Agreement. "Confidential
Information" means any confidential, proprietary or trade secret
information relating to this Agreement or disclosed by one party (the
"Disclosing Party") to the other party (the "Receiving Party")
during the term of this Agreement, including but not limited to material terms
of this Agreement, information about Customers, information related to the
calculation of referral fees and any other business, financial or technical
information that is not (i) disclosed in public materials
or otherwise in the public domain through no fault of the Receiving Party; (ii)
lawfully obtained by the Receiving Party from a third party without any
obligation of confidentiality; (iii) lawfully known to the Receiving Party
before disclosure by the Disclosing Party; or (iv) independently developed by
the Receiving Party.
6.2 Except as otherwise expressly provided in this Agreement, each party
agrees that it will (i) treat all Confidential
Information of the other party with the same degree of care as it accords to
its own Confidential Information, but in no event less than a reasonable degree
of care; (ii) disclose Confidential Information of the other party only (A) to
those of its agents or employees who need to know such Confidential Information
and have agreed previously, either as a condition of employment or to obtain
the Confidential Information, to be bound by terms substantially similar to
those of this Section, or (B) as required or reasonably advised to be disclosed
by law, if the Receiving Party affords the Disclosing Party a reasonable
opportunity to seek protective legal treatment of such Confidential
Information; and (iii) destroy or return to the other party all Confidential
Information of the other party upon termination of this Agreement. The
obligations in this section 6.2 will continue, as to each bit of information,
for so long as such information remains Confidential Information.
7. Representations.
7.1. Each party, to the best of its knowledge, represents to the other that:
(a) it has the authority to enter into this Agreement and sufficient rights to
grant any licenses granted, and (b) any material which is provided to the other
party and displayed on the other party's site will not (i)
infringe on any third party's copyright, patent, trademark, trade secret or
other proprietary rights or right of publicity or privacy; (ii) violate any
applicable law, statute, ordinance or regulation; (iii) be defamatory or
libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding
unfair competition, discrimination or false advertising; (vi) promote violence
or contain hate speech; or (vii) contain viruses, trojan
horses, worms, time bombs, cancelbots or other
similar harmful or deleterious computer programming routines.
7.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
8. Indemnification.
Each party now agrees to indemnify, defend and hold harmless the other party
and its affiliates, directors, officers, employees and agents, from and against
any and all liability, claims, losses, damages, injuries or expenses (including
reasonable attorneys' fees) brought by a third party, arising out of a breach,
or alleged breach, of any of its representations or obligations in this
Agreement, provided that the indemnified party promptly notifies the
indemnifying party in writing of any such claims. The indemnifying party shall
have the sole right and obligation to defend such claims at its own expense.
The indemnified party shall provide, at the indemnifying party's expense, such
assistance in investigating and defending such claims as the indemnifying party
may reasonably request.
9. Limitation of Liability.
IN NO EVENT SHALL WE BE LIABLE OR OBLIGATED UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT,
SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, EVEN IF INFORMED OF
THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH
RESPECT TO THIS AGREEMENT AND OUR AFFILIATE LINKING NETWORK WILL NOT EXCEED THE
TOTAL REFERRAL FEES AND COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS
AGREEMENT.
10. General.
10.1. No term or condition of this Agreement shall be deemed waived, and no
breach shall be deemed excused, unless such waiver or excuse is in writing and
is executed by the party against whom such waiver or excuse is claimed.
10.2. Neither party shall have any authority to obligate or bind the other
in any respect. Despite anything to the contrary, this Agreement does not and
shall not be deemed to form a partnership or joint venture between the parties
and neither party nor any of their respective directors, officers, employees or
agents shall, by virtue of the performance of their obligations under this
Agreement, be deemed to be an agent or employee of the other.
10.3. This Agreement has been made in and shall be construed and enforced in
accordance with the laws of the State of Indiana
without regard to conflict of laws provisions. Any action to enforce or
interpret this Agreement shall be brought in the federal or state courts
located in Indiana.
10.4. All official correspondence, notices, requests, demands, and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received when delivered
via United States registered mail, return receipt requested, postage prepaid,
to the respective addresses as set forth above. For www.TvRepairKits.com,
Affiliate shall address this communication to the attention of Tv Repair Kits.
Either party may alter the address to which communications or copies are to be
sent by giving notice of such change of address to the other party in the
manner set forth.
10.5. The provisions of this Agreement are independent of and separable from
each other, and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other or others of
them may be invalid or unenforceable in whole or in part. If any portion of
this Agreement is invalid or unenforceable, such portion(s) shall be limited or
excluded from this Agreement to the minimum extent required and the balance of
this Agreement shall remain in full force and effect.
10.6. Neither party shall have any right or ability to assign, transfer, or
sublicense any obligations or benefit under this Agreement without the written
consent of the other party and any such attempt shall be void.
10.7. This Agreement contains the entire understanding of the parties
regarding its subject matter. We reserve the right to modify any terms and
conditions contained in this Agreement at any time. You will be notified by
email and a change notice will be posted on the www.TvRepairKits.com Site or on
the BeFree site. Modifications may include, but are
not limited to, changes to the scope and schedules of referral fees and linking
rules. If any modification is unacceptable to you, your only recourse and sole
remedy is to terminate this Agreement. Your continued participation as a
linking affiliate following our posting of a change notice or new agreement
will constitute your binding acceptance of the change.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AS AFFILIATE AND Tv
Repair Kits. BY SIGNING AT THE END OF THIS AFFILIATE LINKING AGREEMENT YOU ARE
AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HERE
AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE LINKING
AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS
I agree to the above terms and conditions
Date:______________
Full Name__________________________________________
Address____________________________________________
City_____________________________State_____Zip______
Signature:______________________________________
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