Please read the following terms, and if you agree to them, you may join via the link to LinkShare at the bottom of page. In consideration
of the promises set forth below, we agree as follows:
1. Offers and
Engagements.
1.1. From time
to time, Merchant may post on The LinkShare Network(tm) offers to
pay to other participants a specified commission in return for certain
advertising services leading to a Qualifying Link (defined below).
If such offers receive an identification number from The LinkShare
Network(tm) they shall be deemed to be an "Offer" for
purposes of this Agreement. The term "Offer" shall also
include any counter-offers resulting from an Offer.
1.2. If an Offer
made by one party is accepted by the other party in accordance with
the Offer's terms via The LinkShare Network(tm), an "Engagement"
will have been formed. Each Engagement shall have the same identification
number as the original Offer that lead to the Engagement and shall
be governed by the terms and conditions of this Agreement. However,
in the event of any inconsistency between the terms of the specific
Engagement and the terms of this Agreement, the terms of the Engagement
shall govern.
1.3. At any
time prior to Partner providing a Qualifying Link, Merchant may
with or without notice (a) change, suspend or discontinue any aspect
of an Offer or an Engagement or (b) remove, alter, or modify any
graphic or banner ad submitted by Merchant for an Offer or an Engagement.
Partner agrees to promptly implement any request from Merchant to
remove, alter or modify any graphic or banner ad submitted by Merchant
that is being used by Partner as part of an Engagement.
2. Partner's Responsibilities.
2.1. Partner
will link its site to areas within Merchant's site using special
URLs specified in the Engagement (the "Required URLs").
Partner may post as many links to the Required URLs and the rest
of Merchant's site as it likes on Partner's site. The position,
prominence and nature of links on the Partner's site shall comply
with any requirements specified in the Engagement, but otherwise
will be in the discretion of Partner.
2.2. Partner
agrees not to make any representations, warranties or other statements
concerning Merchant, Merchant's site, any of Merchant's products
or services, or Merchant's site policies, except as expressly authorized
by the Engagement.
2.3. Partner
is responsible for notifying Merchant and The LinkShare Network(tm)
of any malfunctioning of the Required URLs or other problems with
Partner's participation in the Engagement. Merchant will respond
promptly to all concerns upon notification by Partner. 3. Commissions.
3.1. Merchant
agrees to pay Partner the commission specified in the Engagement
if Merchant sells to a visitor to Merchant's site (a "Customer")
a product or service that is the subject of the Engagement and if
that Customer has accessed Merchant's site and purchased the product
or service via a Qualifying Link.
3.2. A "Qualifying
Link" is a link from Partner's site to Merchant's using one
of the Required URLs or any other URL provided by Merchant for use
in The LinkShare Network(tm) if it is the last link to the Merchant's
site that the Customer uses during a Session where a sale of a product
or a service to Customer occurs. A "Session" is the period
of time beginning from a Customer's initial contact with Merchant's
site via a link from the Partner's site and terminating when the
Customer either returns to the Merchant's site via a link from a
site other than Partner's site or the Engagement expires or is terminated.
3.3. Merchant
shall have the sole right and responsibility for processing all
orders made by Customers. Partner acknowledges that all agreements
relating to sales to Customers shall be between Merchant and the
Customer.
3.4. All determinations
of Qualifying Links and whether a commission is payable will be
made by The LinkShare Network(tm) and will be final and binding
on both Merchant and Partner. Prices for the products will be set
solely by Merchant in its discretion.
3.5. Commissions will be paid solely on the total cost of the purchased Product(s), after any coupons or other discounts have been applied to the order. Any shipping costs, tax and other non-Product elements of an order are not eligible to receive commissions.
4. Ownership and Licenses.
4.1. Each party
owns and shall retain all right, title and interest in its names,
logos, trademarks, service marks, trade dress, copyrights and proprietary
technology, 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. Merchant
grants Partner a revocable, non-exclusive, worldwide license to
use, reproduce and transmit the name, logos, trademarks, service
marks, trade dress and proprietary technology, as designated in
the Engagement or during the registration process in The LinkShare
Network(tm), on Partner's site solely for the purpose of creating
links from Partner's site to Merchant's site during Engagements.
Except as expressly set forth in this Agreement or permitted by
applicable law, Partner may not copy, distribute, modify, reverse
engineer, or create derivative works from the same. Partner 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.
4.3. Partner
grants Merchant a non-exclusive, worldwide, royalty-free license
to use, reproduce and transmit any graphic or banner ad submitted
by Partner solely for co-branding purposes or as a return link from
Merchant's site to Partner's site. Merchant will remove such graphic
or banner ad upon Partner's request.
4.4. Partner
may not purchase, register, or bid keywords, search terms or other
identifiers for the word "alibris" or variations and misspellings thereof
(for example "alibros", “allibris”, "alibri",
"alibris.com”, etc.) for use in any search engine, portal,
sponsored advertising service or other search or referral service.
The Partner may not use the domain www.alibris.com or variations or misspellings thereof in the visible destination URL for any paid search advertisement. Alibris forbids the practice of direct linking, the practice of linking directly to the Alibris Web site rather than the affiliate's own site from a paid or natural search advertisement. The use of any form of advertising that creates the impression that
the Partner’s site, pop-up, pop-under or any other form of
advertising is the Merchant, is prohibited. If Merchant determines,
in Merchant's sole discretion, that Partner has engaged in any of
the foregoing activities, Merchant may (without limiting any other
rights or remedies available to Merchant) withhold any referral
fees otherwise payable to Partner under this Agreement and/or terminate
this Agreement.
5. Termination.
5.1. Either
party may terminate any Engagement at any time by deleting their
acceptance of the Engagement through The LinkShare Network(tm).
Termination of an Engagement shall not terminate this Agreement
or any other Engagement.
5.2. Either
party may terminate this Agreement at any time, for any reason,
provided that they provide at least five day's prior written notice
of such termination to the other party and The LinkShare Network(tm).
Termination of this Agreement shall also terminate any outstanding
Engagements. However, all rights to payment, causes of action and
any provisions which by their terms are intended to survive termination,
shall survive termination of this Agreement.
6. Representations.
6.1. Each party
represents to the other that (a) it has the authority to enter into
this Agreement and sufficient rights to grant any licenses granted
hereby, 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, antidiscrimination
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 programming routines.
6.2. EXCEPT
FOR THE ABOVE REPRESENTATIONS 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.
7. Cross-Indemnification.
7.1. Each party
hereby 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 herein.
8. LinkShare
Required Provisions.
8.1. Merchant
and Partner jointly and severally hereby agree to indemnify, defend,
and hold harmless The LinkShare Network(tm) and LinkShare Corporation
and its affiliates, officers, directors, employees and agents (collectively,
"LinkShare") from and against any and all liability, claims,
losses, damages, injuries or expenses (including reasonable attorneys'
fees) directly or indirectly arising from or relating to any Offer,
Engagement, any other matter related to this Agreement or the subject
matter hereof any dispute relating thereto.
8.2. The parties
agree that LinkShare may rely on any data, notice, instruction or
request furnished to LinkShare by either party which is reasonably
believed by LinkShare to be genuine and to have been sent or presented
by a person reasonably believed by LinkShare to be authorized to
act on behalf of one of the parties. In the event of any dispute
between the parties, the parties agree that to the extent the parties
contact and involve LinkShare, LinkShare may consult with and use
counsel of its own choice in connection with such dispute and the
reasonable fees and disbursements of LinkShare's counsel shall be
within the costs and disbursements covered by the indemnity specified
in Section 8.1 above.
8.3. The parties
acknowledge and agree that this Agreement and the Engagements are
only made possible due to LinkShare and that the parties shall not,
for the duration of this Agreement and for twenty-four (24) months
thereafter, enter into any advertising, collaborations or other
commercial arrangements with each other in connection with their
sites on the World Wide Web except via The LinkShare Network(tm).
8.4. Merchant
and Partner acknowledge and agree that the nature of the Product
is such that in its normal operation it may access and download
elements of software data from resources which are external to the
computer or device running the Product, such as Product enabled
servers. Merchant and Partner acknowledge that LinkShare has not
undertaken to provide such external resources or servers and specifically
disclaims any representation or warranty as the availability, quality
or performance of such resources or whether they may contain any
defects which may affect the performance of the Product or Merchant
or Partner's computer. LinkShare shall not be responsible for provision
of any communications facilities or the costs affiliated with such
communications.
8.5. Merchant
and Partner agree that LinkShare is an intended third party beneficiary."
9. Limitation of Liability.
9.1. In no event
shall either party be liable to the other party for any direct,
indirect, special, exemplary, consequential or incidental damages,
even if informed of the possibility of such damages.
9.2. The parties
agree that The LinkShare Network(tm) and LinkShare Corporation and
its affiliates, officers, directors, employees and agents shall
not be liable to either party for any direct, indirect, special,
exemplary, consequential or incidental damages, even if informed
of the possibility of such damages.
10. General.
10.1. Each party
shall act as an independent contractor and shall have no authority
to obligate or bind the other in any respect.
10.2. The parties
agree that The LinkShare Network(tm) and LinkShare Corporation
are intended third party beneficiaries under this Agreement.
10.3. This Agreement
has been made in and shall be construed and enforced in accordance
with the laws of the state of Merchant's headquarters. Any action
to enforce this Agreement shall be brought in the federal or state
courts located in that state. If you need to send official correspondence,
send it via registered mail to Merchant's headquarters to the attention
of Merchant's legal department.
10.4. This Agreement
may be agreed to in more than one counterpart, each of which together
shall form one and the same instrument. The parties agree that execution
may be achieved in any format convenient to the parties.
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.
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