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This Agreement contains the complete
terms and conditions that apply to your participation as a
Student Representative or as an Affiliate in the Affiliate
Program of ihatelawschool.com, and the establishment of links
from your Affiliate website to our website, "ihatelawschool.com.
"
1. Enrollment in the Affiliate Program
To begin the enrollment process, you will submit
a complete Affiliate Program application via our site. We
will evaluate your application in good faith and will notify
you of your acceptance or rejection in a timely manner. ihatelawschool.com
Affiliates must reside in the United States or Puerto Rico.
All commission payment checks to Affiliates are in U.S. dollars.
We may reject your application if we determine (in our sole
discretion) that your site is unsuitable for the Affiliate
Program for any reason, including, but not limited to, inclusion
of content that is in any way unlawful, harmful, threatening,
defamatory, obscene, pornographic, harassing or racially,
ethnically or otherwise objectionable. If we reject your application,
you are welcome to reapply to the Affiliate Program at any
time.
2. Promotion of Our Affiliate Relationship
As an Affiliate Site, we will make available
to you URLs, logos and other content for use with Join ihatelawschool.com
(each of these links sometimes being referred to herein as
"Links" or, individually, as a "Link"), which, subject to
the terms and conditions hereof, you may display as often
and in as many areas on your site as you desire. The Links
will serve to identify your site as a member of our Affiliate
Program and will establish a link from your site to ours.
You must display at least one of the Links in a reasonably
prominent manner at all times during the term of this Affiliate
relationship.
4. Our Responsibilities
We will be responsible for providing all information
necessary to allow you to make appropriate Links from your
site to our site. We will be solely responsible for processing,
in a timely manner, every order placed by a customer following
a Link from your site, for tracking amount of enrollments
generated by your site and for providing information to Affiliate
Sites regarding enrollment statistics. New members who join
ihatelawschool.com. through your site must live in the United
States or Puerto Rico. We reserve the right to reject orders
that do not comply with the standards we establish from time
to time on our website. The information we provide regarding
enrollment statistics may change in form, content, and frequency
at our discretion during the term of the Affiliate relationship.
We will be responsible for all music club operations, including
enrollment processing, product offerings via catalog and Internet,
order entry, billing, payment processing, shipping, cancellations,
returns and related customer service.
5. Other Responsibilities and Opportunities of Affilate
Sites
a. If you qualify and agree to participate as
a Affiliate Site, you shall display Join ihatelawschool.com
Links prominently throughout your site as you see fit and
with our consent.
b. We have the right in our sole discretion
to monitor your site at any time and from time to time to
determine if you are in compliance with the terms of this
Agreement.
c. If you serve as a Student Representative,
you shall be given access to various materials from which
you can promote this site.
6. Commission Determination
We will pay a commission for each new member
who enrolls in ihatelawschool.com by means of a entering your
unique referral code into the membership form. At this
point, ihatelawschool.com does not intend to develop software
which will automatically track if a sale comes from you or
your website. The referral code must be entered when
membership is purchased for a commission to be paid.
No commission will be payable for applicants whom we decline
to enroll for any reason at our sole discretion. For each
new approved member that enrolls in the membership program
from your site you will receive five dollars. You will receive
an additional $1 for each additional year that a new member
purchases. This means that you will recive $5 for a
one-year membership. $6 for a two-year membership, and $7
for a three-year membership. Since law school is a three-year
program, membership terms have been capped at 3 years.
7. Commission Payment
a. Subject to clause (b) below, based on valid
enrollments received by us in connection with new members
who become members from you or your site, we will send a commission
fee check for the applicable commission fee (less any taxes
required to be withheld under applicable law) and a statement
of activity to you approximately thirty (30) days after the
end of each calendar quarter during which this Affiliate Operating
Agreement is in effect.
b. If during the first calendar quarter of
the term of this Agreement, or during any quarter following
the payment of commissions to you, your commissions earned
do not exceed fifteen dollars ($15.00), then you shall not
be entitled to receive any commissions during the applicable
quarter. Instead, any applicable commissions will be carried
over to subsequent calendar quarters until fifteen dollars
($15.00) have been accrued.
8. Reports of Sales
Once you have become a registered Student Representative
or Affiliate, you will be given a unique referral code and
will be sent quarterly reports regarding your statistics.
9. Your Responsibilities
You are solely responsible for ensuring that
all content that you promote, either via e-mail, through fliers
or the like or on your website, including any descriptions
and articles, comply with all applicable copyright and other
laws. You must have express permission to use another party's
copyrighted or other proprietary material. We will not be
responsible to you or any third party if you use another party's
copyrighted or other proprietary material in violation of
the law, or for any other failure by you to comply with applicable
law.
10. Policies and Pricing
Customers who become members through the Student
Associate and Affiliate Program will be deemed to be customers
of ihatelawschool. Accordingly, all of our rules, policies
and operating procedures concerning customer orders, customer
service and sales will apply to those customers. We may change
our policies and operating procedures at any time by posting
the revised policy on our website. We will use commercially
reasonable efforts to present accurate information, but we
cannot guarantee the availability or price of any piece of
music.
11. Publicity
You shall not create, publish, distribute or
permit any written material that makes reference to us without
first submitting such material to us and receiving our written
consent, which we agree shall not be unreasonably withheld.
12. Licenses and Use of the ihatelawschool.com Logos
and Trademarks
a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE,
REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS SOLELY
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY
IN CONNECTION WITH SUCH LINKS, USE OUR LOGOS, TRADE NAMES,
TRADEMARKS AND SIMILAR IDENTIFYING MATERIAL RELATING TO US
(COLLECTIVELY, THE "LICENSED MATERIALS") FOR THE SOLE PURPOSE
OF ENROLLING NEW MEMBERS ON YOUR SITE FOR IHATELAWSCHOOL.COM.
YOU MAY NOT ALTER, MODIFY OR CHANGE THE LICENSED MATERIALS
IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS
TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE
AFFILIATE PROGRAM.
b. You shall not make any use of any Licensed
Materials for purposes other than generating new member enrollments
on your site for ihatelawschool.com, without first submitting
a sample of such to us and obtaining the prior written consent
of your ihatelawschool.com account executive, which shall
not be unreasonably witheld. You agree not to use the Licensed
Materials in any manner that is disparaging or that otherwise
portrays us in a negative light. We reserve all of our rights
in the Licensed Materials and of our other proprietary rights.
We may revoke your license at any time, by giving you written
notice.
c. You grant to us a non-exclusive license
to utilize your names, titles and logos (the "Affiliate Trademarks"),
to advertise, market, promote and publicize in any manner
our rights hereunder; provided, however, that we shall not
be required to so advertise, market, promote or publicize.
This license shall terminate upon the effective date of the
expiration or termination of this Agreement and any and all
usage and display of Licensed Materials by you shall immediately
cease.
13. Obligations Regarding Your Individual Promotion
or Site
a. You will be solely responsible for the development,
operation and maintenance of your site and for all materials
that appear on your site. Such responsibilities include, but
are not limited to, the technical operation of your site and
all related equipment; creating and posting music reviews,
descriptions and references on your site and linking those
descriptions to our catalog; the accuracy and propriety of
materials posted on your site (including, but not limited
to, all music-related materials); ensuring that materials
posted on your site do not violate or infringe upon the rights
of any third party and are not libelous or otherwise illegal.
b. We disclaim all liability for any loss,
damage or cause of action arising from the content or operation
(or failure to operate) of your website. Further, you will
indemnify, defend and hold us and our affiliates, parent companies
and their respective officers, directors, employees, agents
and contractors harmless from all claims, damages and expenses
(including, without limitation, attorneys' fees) relating
to the development, operation, maintenance and contents of
your site.
14. Term of the Agreement
The term of this Agreement will begin upon our
acceptance of your Student Associate or Affiliate 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. You are only eligible to earn commission fees
on new member enrollments occurring during the term, and fees
earned through the date of termination will remain payable
only if the related new enrollments are not cancelled. We
may withhold your final payment for a reasonable time to ensure
that the correct amount is paid.
15. Modification
We may modify any of the terms and conditions
contained in this Agreement, at any time in our sole discretion.
You will be notified by email, and a change notice will be
posted on our site. Modifications may include, but are not
limited to, changes in the scope of available commission fees,
commission schedules, payment procedures and Affiliate Program
rules. If any modification is unacceptable to you, your only
recourse is to terminate this agreement. Your continued participation
in the Affiliate Program following our posting of a change
notice or new agreement on our site will constitute binding
acceptance of the change.
16. Relationship of Parties
You and ihatelawschool.com are independent contractors,
and nothing in this Agreement will create any Affiliateship,
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.
17. Disclaimers
We make no express or implied warranties or
representations with respect to the Affiliate Program or any
music sold through the Affiliate Program (including, without
limitation, warranties of fitness, merchantability, noninfringement
or any implied warranties arising out of course of performance,
dealing, or trade usage). In addition, we make no representation
with regard to the accuracy, ownership, completeness or currency
of any content, data or functionality of our website, or that
the operation thereof will be uninterrupted or error free.
Neither we nor our suppliers will be liable for any damages
arising in connection with your or your customers' use of
our website, the Affiliate Program and any services, data
(including sales data), content and software provided in connection
therewith. You agree that our website, the Affiliate Program
and all content and materials contained therein are provided
on an "as is" basis.
18. Representations and Warranties
You hereby represent and warrant to us as follows:
a. This Agreement has been duly and validly
executed and delivered by you and constitutes your legal,
valid and binding obligation, enforceable against you in accordance
with its terms.
b. The execution, delivery and performance
by you of this Agreement and the consummation by you of the
transactions contemplated hereby will not, with or without
the giving of notice, the lapse of time, or both, conflict
with or violate (i) any provision of law, rule or regulation
to which you are subject, (ii) any order, judgment or decree
applicable to you or binding upon your assets or properties,
(iii) any provision of your by-laws or certificate of incorporation,
or (iv) any agreement or other instrument applicable to you
or binding upon your assets or properties.
c. You are the sole and exclusive owner of
any Affiliate Trademarks and have the right and power to grant
to us the license to use your trademarks in the manner contemplated
herein, and such grant does not and will not (i) breach, conflict
with or constitute a default under any agreement or other
instrument applicable to you or binding upon your assets or
properties, or (ii) infringe upon any trademark, trade name,
service mark, copyright or other proprietary right of any
other person or entity
d. No consent, approval or authorization of,
or exemption by, or filing with any governmental authority
or any third party is required to be obtained or made by you
in connection with the execution, delivery and performance
of this Agreement or the taking by you of any other action
contemplated hereby.
e. There is no pending or, to the best of your
knowledge, threatened claim, action, or proceeding against
you, or any affiliate of yours, with respect to the execution,
delivery or consummation of this Agreement, or with respect
to your trademarks, and, to the best of your knowledge, there
is no basis for any such claim action or proceeding.
19. Confidentiality
Except as otherwise provided in this Agreement
or with the consent of the other party hereto, each of the
parties hereto agrees that all information including, without
limitation, the terms of this Agreement, business and financial
information, customer and vendor lists, and pricing and sales
information, concerning us or you, respectively, or any of
our affiliates provided by or on behalf of any of them shall
remain strictly confidential and secret and shall not be utilized,
directly or indirectly, by such party for its own business
purposes or for any other purpose except and solely to the
extent that any such information is generally known or available
to the public through a source or sources other than such
party hereto or its affiliates. Notwithstanding the foregoing,
each party is hereby authorized to deliver a copy of any such
information (a) to any person pursuant to a subpoena issued
by any court or administrative agency, (b) to its accountants,
attorneys, or other agents on a confidential basis, and (c)
otherwise as required by applicable law, rule, regulation,
or legal process including, without limitation, the Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.
20. 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
Affiliate Program, even if we have been advised of the possibility
of such damages. In no event will our aggregate liability
for any cause of action arising under this Agreement or with
regard to any of the ihatelawschool.com exceed the total commission
fees paid to you under this Agreement in the last six (6)
months immediately preceding the date on which such cause
of action accrued.
21. Indemnification
You hereby agree to indemnify and hold harmless
ihatelawschool.com and any future subsidiaries, owners, affiliates
and their directors, officers, employees, agents, shareholders,
Affiliates, members and other owners, against any and all
claims, actions, demands, liabilities, losses, damages, judgments,
settlements, costs and expenses (including reasonable attorneys'
fees) (any or all of the foregoing hereinafter referred to
as "Losses") insofar as such Losses (or actions in respect
thereof) arise out of or are based on (i) any claim that our
use of the Affiliate Trademarks infringes on any trademark,
trade name, service mark, copyright, license, intellectual
property or other proprietary right of any third party, (ii)
any misrepresentation of a representation or warranty or breach
of a covenant and agreement made by you herein or (iii) any
claim related to your site, including, without limitation,
content therein not attributable to us.
22. 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 WEBSITES THAT ARE SIMILAR TO OR
COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED
THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM
AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT
OTHER THAN AS SET FORTH IN THIS AGREEMENT.
23. Governing Law
This Agreement will be governed by the laws
of the United States and the State of Texas, 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 Austin, Texas, 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 a provision or any other provision
of this Agreement.
By signing up, you have read, fully understand,
and agree to the foregoing terms and conditions. |