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Home - Affiliate Program
ONLINE AFFILIATE NETWORK AGREEMENT
1. Enrollment in the Affiliate Network
Partner may submit a completed SoundBytes Online Affiliate Program application through the www.soundbytes.com to begin the enrollment process. Merchant will assess Partner's application and promptly notify Partner of their acceptance or rejection. Merchant may reject Partner's application if, in Merchant's sole opinion, Merchant determines for any reason that Partner's Site is unsuitable for Merchant's Network, this includes, but is not limited to, Sites that contain content, that in Merchant's sole opinion, is illegal, offensive, infringing or objectionable. In all cases Partner will receive written notification of Merchant's decision.
2. Qualifying Links on Partner's Site
For the purposes of this Agreement, a "Link" shall be defined as a hyperlink, button or other user interface established within one website to another website through which users of the first website can access the second website. All links that Partner will use to link to Merchant's Site will be provided to Partner from Merchant's network servers or by other means selected by Merchant. Merchant will consider requests to use other serving mechanisms, third party or otherwise, on a case by case basis, and may determine, in its sole discretion, to deny or discontinue affiliations based on non-compliance to any such request. The position, prominence and nature of links on the Partner's Site shall comply with any requirements specified in this Agreement, but otherwise will be in the discretion of Partner.
Merchant will provide a selection of general images, product and text links that can be used. Should the Partner choose to design and create their own links to the Merchant's Site, they must have prior written approval by the Merchant. 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 in connection with a Link to Merchant's Site.
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 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 this Agreement expires or is terminated.
3. Order Processing
Merchant will process product orders placed by customers who follow links from Partner's Site to Merchant's Site in accordance with applicable legal requirements. Merchant reserves the right to reject orders that do not comply with any reasonable requirements that may be periodically set forth. Order processing will include, but not be limited to: preparing orders; processing payments, cancellations, and returns; and handling customer service issues. Merchant will track sales made to customers who purchase products using qualifying links that Partner will generate, from Partner's Site to Merchant's Site and reports summarizing this sales activity will be available to Partner through the www.soundbytes.com. The form, content, and frequency of the reports are limited to those reports and capabilities available through www.soundbytes.com. To permit accurate tracking, reporting, and fee accrual, Partner must ensure that the qualifying links between Merchant and Partner Sites are properly formatted. Merchant will not be responsible for improperly formatted links regardless of whether the Partner has made amendments to the code or not.
4. Referral Fees
Merchant agrees to pay Partner the referral fees specified in Section 5 below, if Merchant sells to a visitor to Merchant's Site (a "Customer") a product or service provided such Customer has accessed Merchant's Site and purchased the product or service via a Qualifying Link. Merchant will not pay referral fees on any products that are added to a Customer's Shopping Cart after the Customer has re-entered Merchant's Site if more than fourteen (14) days have elapsed from the first date of entry (other than through a special link from Partner's Site, even if the Customer previously followed a link from Partner's Site to Merchant's Site.) Gift certificates, wireless phones and phone service, purchases are not eligible to earn referral fees. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products." Failure to comply with any terms of this agreement will result in the forfeiture of any referral fees earned by the affiliate during the day(s) in which they were in violation of these terms. Merchant my remove any product from the Qualified Products list with a notification to all Partners.
All determinations of Qualifying Links and whether a referral fee is payable will be made by SoundBytes and will be final and binding on both Merchant and Partner. Prices for the products will be set solely by Merchant in its discretion.
5. Referral Fee Schedule
Partner will earn referral fees based on the aggregate sale price of all Qualifying Products purchased through Qualifying Links as described below, according to fee schedules to be established by Merchant. Sale prices are defined as the actual merchandise price listed in Merchant's online catalog and excludes costs for shipping, handling, returns, and taxes.
6. Referral Fee Payment
Merchant will pay Partner referral fees on a monthly basis. Approximately 30 days following the end of each calendar quarter, Partner will receive a check for the referral fees earned on Qualifying Products purchased through Qualifying Links that were shipped during the previous quarter, less any taxes, that Merchant are required by law to withhold. However, if the fees payable to Partner in any calendar month are less than the threshold, Merchant will hold those fees until the total amount due is at least the threshold or (if earlier) until this Agreement is terminated.
7. Policies and Pricing
Customers who buy products through this Program shall be deemed to be customers of Merchant without affecting their status as the Partner's Customer. Accordingly, all Merchant policies and operating procedures concerning customer orders, customer service and product sales will apply to those customers with respect to their transactions at Merchant's Site. Merchant may change its policies and operating procedures at any time consistent with applicable laws. Product prices and availability may vary from time to time. Because price changes may affect products that Partner already have listed on Partner's Site, Partner may not include price information in Partner's product descriptions. Merchant will use commercially reasonable efforts to present current and accurate information, but Merchant cannot guarantee the availability or price of any particular product or the error-free or uninterrupted operation of the Merchant's Site.
8. Responsibility For Partner's Site
Partner will be solely responsible for the development, operation, and maintenance of its Site and for all content that appears on Partner's Site. This includes, but is not limited to: the technical operation of Partner's Site and all related equipment; creating and posting product descriptions on Partner's Site and linking those descriptions to Merchant's Site; ensuring that content posted on Partner's Site is not libelous, otherwise illegal, or pornographic; and Activating links to the Merchant's Site within 90 days of acceptance of this Agreement.
10. Limited License
Merchant grants Partner a nonexclusive, revocable right to use the links, images and messages described in Sections 2 and 8, and such other images for which Merchant grants express written permission, for the sole purpose of identifying Partner's Site as a Program participant and to as its in generating product sales. Partner may not modify any of the links, images, or messages in any way. Merchant reserve all of its rights in the image, the message, any other images, Merchant's trade names and trademarks, and all other intellectual property rights.
11. Use of the SOUNDBYTES® Trademark
These guidelines apply to Partner's use of SOUNDBYTES® or any other graphics or marks provided to Partner pursuant to this Agreement or the Program (the "Trademarks"). Partner may use the Trademarks only for purposes expressly authorized by Merchant.
Partner may not modify the Trademarks in any manner.
Partner may not display the Trademarks in any manner that implies endorsement by Merchant outside of Partner's involvement in the Program.
Partner may not use the Trademarks to disparage Merchant, its products or services, or in a manner, which, in Merchant's reasonable judgment, may diminish or otherwise damage the good will in the Trademarks.
The Trademarks must stand alone, with reasonable spacing (at least the height of the Trademarks) between each side of the Trademarks and any other graphic or textual image.
Partner must use the ® symbol next to the Trademark, when applicable.
Partner acknowledge that all rights to the Trademarks are the exclusive property of MiMarv Corporation dba SoundBytes and all goodwill generated through Partner's use of the Trademark will inure to the Merchant's or affiliate's benefit.
Merchant reserves the right in its sole discretion to modify these guidelines at any time upon prior written notice. Merchant reserves the right to take action against any use that does not conform to these guidelines, including terminating this Agreement.
Partner may not copy any image on the SoundBytes Online website except for those links specifically provided to Partner under this Agreement.
12. Hold Harmless
Partner will indemnify and hold Merchant, its affiliates, officers, directors, employees and agents harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to or resulting from the development, operation, maintenance, and contents of Partner's Site, including, without limitation: the accuracy, timeliness and appropriateness of content posted on Partner's Site (including, among other things, all product-related materials); and the violation or infringement of the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
13. Terms of Agreement
This Agreement is effective upon Merchant's acceptance of Partner's Program application and will end when terminated by either party (the "Term"). Either Merchant or Partner may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination (for purposes of this section, if Merchant send notification to the email address under which Partner registered for the Program, such email shall constitute an effective notice). Upon termination, all SoundBytes Online-related content and Links shall be promptly removed from Partner's Site. Partner is only eligible to earn referral fees on sales of Qualifying Products purchased through Qualifying Links occurring during the Term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event Merchant makes overpayment, Partner agrees to promptly remit such excess payment upon notification by Merchant. Merchant may withhold Partner's final payment for a reasonable time to ensure that the correct amount is paid.
14. Modification of Agreement
Merchant may modify any of the terms and conditions contained in this Agreement, at any time and in Merchant's sole discretion, by posting a change notice or a new version of this Agreement on Merchant's Site. Merchant will also make commercially reasonable efforts to notify Partner of such changes prior to implementation. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. If any modification is unacceptable to Partner, Partner's only recourse is to terminate this agreement. Partner's continued participation in the Program following Merchant's posting of a change notice or new agreement on Merchant's Site and/or sending Partner the change notice will constitute binding acceptance of the change.
15. Relationship of Parties
Merchant and Partner are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner will have no authority to make or accept any offers or representations on Merchant's behalf. Partner will not make any statement, whether on Partner's Site or otherwise, that reasonably would contradict anything in this Section.
16. Limitation of Liability
Merchant 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 Merchant have been advised of the possibility of such damages.
17. Disclaimers
Merchant makes 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, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Merchant makes no representation that the operation of Merchant's Site will be uninterrupted or error-free, and Merchant will not be liable for the consequences of any interruptions or errors.
18. Independent Investigation
Partner acknowledges that Partner has read this agreement and agrees to all of its terms and conditions. Partner understands that Merchant 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 Partner's web site. Partner has independently evaluated the desirability of participating in the Program and is not relying on any representations, guarantee, or statement other than as set forth in this Agreement.
19. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of New York, 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 New York and Partner irrevocably consent to the jurisdiction of such courts. Partner may not assign this Agreement, by operation of law or otherwise, without Merchant's 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. Merchant's failure or agreement not to enforce Partner's strict performance of any provision of this Agreement in a given instance will not constitute a waiver of Merchant's right to subsequently enforce such provision or any other provision of this Agreement.
Partner may submit a completed SoundBytes Online Affiliate Program application through the www.soundbytes.com to begin the enrollment process. Merchant will assess Partner's application and promptly notify Partner of their acceptance or rejection. Merchant may reject Partner's application if, in Merchant's sole opinion, Merchant determines for any reason that Partner's Site is unsuitable for Merchant's Network, this includes, but is not limited to, Sites that contain content, that in Merchant's sole opinion, is illegal, offensive, infringing or objectionable. In all cases Partner will receive written notification of Merchant's decision.
2. Qualifying Links on Partner's Site
For the purposes of this Agreement, a "Link" shall be defined as a hyperlink, button or other user interface established within one website to another website through which users of the first website can access the second website. All links that Partner will use to link to Merchant's Site will be provided to Partner from Merchant's network servers or by other means selected by Merchant. Merchant will consider requests to use other serving mechanisms, third party or otherwise, on a case by case basis, and may determine, in its sole discretion, to deny or discontinue affiliations based on non-compliance to any such request. The position, prominence and nature of links on the Partner's Site shall comply with any requirements specified in this Agreement, but otherwise will be in the discretion of Partner.
Merchant will provide a selection of general images, product and text links that can be used. Should the Partner choose to design and create their own links to the Merchant's Site, they must have prior written approval by the Merchant. 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 in connection with a Link to Merchant's Site.
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 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 this Agreement expires or is terminated.
3. Order Processing
Merchant will process product orders placed by customers who follow links from Partner's Site to Merchant's Site in accordance with applicable legal requirements. Merchant reserves the right to reject orders that do not comply with any reasonable requirements that may be periodically set forth. Order processing will include, but not be limited to: preparing orders; processing payments, cancellations, and returns; and handling customer service issues. Merchant will track sales made to customers who purchase products using qualifying links that Partner will generate, from Partner's Site to Merchant's Site and reports summarizing this sales activity will be available to Partner through the www.soundbytes.com. The form, content, and frequency of the reports are limited to those reports and capabilities available through www.soundbytes.com. To permit accurate tracking, reporting, and fee accrual, Partner must ensure that the qualifying links between Merchant and Partner Sites are properly formatted. Merchant will not be responsible for improperly formatted links regardless of whether the Partner has made amendments to the code or not.
4. Referral Fees
Merchant agrees to pay Partner the referral fees specified in Section 5 below, if Merchant sells to a visitor to Merchant's Site (a "Customer") a product or service provided such Customer has accessed Merchant's Site and purchased the product or service via a Qualifying Link. Merchant will not pay referral fees on any products that are added to a Customer's Shopping Cart after the Customer has re-entered Merchant's Site if more than fourteen (14) days have elapsed from the first date of entry (other than through a special link from Partner's Site, even if the Customer previously followed a link from Partner's Site to Merchant's Site.) Gift certificates, wireless phones and phone service, purchases are not eligible to earn referral fees. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products." Failure to comply with any terms of this agreement will result in the forfeiture of any referral fees earned by the affiliate during the day(s) in which they were in violation of these terms. Merchant my remove any product from the Qualified Products list with a notification to all Partners.
All determinations of Qualifying Links and whether a referral fee is payable will be made by SoundBytes and will be final and binding on both Merchant and Partner. Prices for the products will be set solely by Merchant in its discretion.
5. Referral Fee Schedule
Partner will earn referral fees based on the aggregate sale price of all Qualifying Products purchased through Qualifying Links as described below, according to fee schedules to be established by Merchant. Sale prices are defined as the actual merchandise price listed in Merchant's online catalog and excludes costs for shipping, handling, returns, and taxes.
6. Referral Fee Payment
Merchant will pay Partner referral fees on a monthly basis. Approximately 30 days following the end of each calendar quarter, Partner will receive a check for the referral fees earned on Qualifying Products purchased through Qualifying Links that were shipped during the previous quarter, less any taxes, that Merchant are required by law to withhold. However, if the fees payable to Partner in any calendar month are less than the threshold, Merchant will hold those fees until the total amount due is at least the threshold or (if earlier) until this Agreement is terminated.
7. Policies and Pricing
Customers who buy products through this Program shall be deemed to be customers of Merchant without affecting their status as the Partner's Customer. Accordingly, all Merchant policies and operating procedures concerning customer orders, customer service and product sales will apply to those customers with respect to their transactions at Merchant's Site. Merchant may change its policies and operating procedures at any time consistent with applicable laws. Product prices and availability may vary from time to time. Because price changes may affect products that Partner already have listed on Partner's Site, Partner may not include price information in Partner's product descriptions. Merchant will use commercially reasonable efforts to present current and accurate information, but Merchant cannot guarantee the availability or price of any particular product or the error-free or uninterrupted operation of the Merchant's Site.
8. Responsibility For Partner's Site
Partner will be solely responsible for the development, operation, and maintenance of its Site and for all content that appears on Partner's Site. This includes, but is not limited to: the technical operation of Partner's Site and all related equipment; creating and posting product descriptions on Partner's Site and linking those descriptions to Merchant's Site; ensuring that content posted on Partner's Site is not libelous, otherwise illegal, or pornographic; and Activating links to the Merchant's Site within 90 days of acceptance of this Agreement.
10. Limited License
Merchant grants Partner a nonexclusive, revocable right to use the links, images and messages described in Sections 2 and 8, and such other images for which Merchant grants express written permission, for the sole purpose of identifying Partner's Site as a Program participant and to as its in generating product sales. Partner may not modify any of the links, images, or messages in any way. Merchant reserve all of its rights in the image, the message, any other images, Merchant's trade names and trademarks, and all other intellectual property rights.
11. Use of the SOUNDBYTES® Trademark
These guidelines apply to Partner's use of SOUNDBYTES® or any other graphics or marks provided to Partner pursuant to this Agreement or the Program (the "Trademarks"). Partner may use the Trademarks only for purposes expressly authorized by Merchant.
Partner may not modify the Trademarks in any manner.
Partner may not display the Trademarks in any manner that implies endorsement by Merchant outside of Partner's involvement in the Program.
Partner may not use the Trademarks to disparage Merchant, its products or services, or in a manner, which, in Merchant's reasonable judgment, may diminish or otherwise damage the good will in the Trademarks.
The Trademarks must stand alone, with reasonable spacing (at least the height of the Trademarks) between each side of the Trademarks and any other graphic or textual image.
Partner must use the ® symbol next to the Trademark, when applicable.
Partner acknowledge that all rights to the Trademarks are the exclusive property of MiMarv Corporation dba SoundBytes and all goodwill generated through Partner's use of the Trademark will inure to the Merchant's or affiliate's benefit.
Merchant reserves the right in its sole discretion to modify these guidelines at any time upon prior written notice. Merchant reserves the right to take action against any use that does not conform to these guidelines, including terminating this Agreement.
Partner may not copy any image on the SoundBytes Online website except for those links specifically provided to Partner under this Agreement.
12. Hold Harmless
Partner will indemnify and hold Merchant, its affiliates, officers, directors, employees and agents harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to or resulting from the development, operation, maintenance, and contents of Partner's Site, including, without limitation: the accuracy, timeliness and appropriateness of content posted on Partner's Site (including, among other things, all product-related materials); and the violation or infringement of the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
13. Terms of Agreement
This Agreement is effective upon Merchant's acceptance of Partner's Program application and will end when terminated by either party (the "Term"). Either Merchant or Partner may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination (for purposes of this section, if Merchant send notification to the email address under which Partner registered for the Program, such email shall constitute an effective notice). Upon termination, all SoundBytes Online-related content and Links shall be promptly removed from Partner's Site. Partner is only eligible to earn referral fees on sales of Qualifying Products purchased through Qualifying Links occurring during the Term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event Merchant makes overpayment, Partner agrees to promptly remit such excess payment upon notification by Merchant. Merchant may withhold Partner's final payment for a reasonable time to ensure that the correct amount is paid.
14. Modification of Agreement
Merchant may modify any of the terms and conditions contained in this Agreement, at any time and in Merchant's sole discretion, by posting a change notice or a new version of this Agreement on Merchant's Site. Merchant will also make commercially reasonable efforts to notify Partner of such changes prior to implementation. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. If any modification is unacceptable to Partner, Partner's only recourse is to terminate this agreement. Partner's continued participation in the Program following Merchant's posting of a change notice or new agreement on Merchant's Site and/or sending Partner the change notice will constitute binding acceptance of the change.
15. Relationship of Parties
Merchant and Partner are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner will have no authority to make or accept any offers or representations on Merchant's behalf. Partner will not make any statement, whether on Partner's Site or otherwise, that reasonably would contradict anything in this Section.
16. Limitation of Liability
Merchant 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 Merchant have been advised of the possibility of such damages.
17. Disclaimers
Merchant makes 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, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Merchant makes no representation that the operation of Merchant's Site will be uninterrupted or error-free, and Merchant will not be liable for the consequences of any interruptions or errors.
18. Independent Investigation
Partner acknowledges that Partner has read this agreement and agrees to all of its terms and conditions. Partner understands that Merchant 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 Partner's web site. Partner has independently evaluated the desirability of participating in the Program and is not relying on any representations, guarantee, or statement other than as set forth in this Agreement.
19. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of New York, 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 New York and Partner irrevocably consent to the jurisdiction of such courts. Partner may not assign this Agreement, by operation of law or otherwise, without Merchant's 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. Merchant's failure or agreement not to enforce Partner's strict performance of any provision of this Agreement in a given instance will not constitute a waiver of Merchant's right to subsequently enforce such provision or any other provision of this Agreement.