This Agreement is made between Prime Chorella(tm) Distribution Company and an Affiliate Participant. For
purposes of this Agreement, the term "Company" refers to :Company and the term
"Partner" refers to an Affiliate Participant in the Prime Chorella(tm) Distribution Company Affiliate Program (the
"Program"). This Agreement contains the complete terms and conditions of the Program.
Upon our acceptance of your application into the Program, you agree to be legally bound by
the terms of this Agreement.
THE BASIC RULES
To participate in the Program, you must complete the online program application. All fields in the
application form must be completed properly. We will notify you via e-mail if you have been accepted
for participation into the Program. We reserve the right to reject applications and submissions for
any reason.
You must have a Web site that is intended for general audiences to view. Unsuitable material
include sites that: promote sexually explicit materials; promote violence; promote
discrimination based on race, sex, religion, nationality, disability, or
age; promote illegal activities; or violate intellectual property rights. If your site is at any
time; determined by us, in our sole discretion, unsuitable for the Program, we may terminate
this Agreement. You may re-apply to the Program at any time, subject to the terms of this
Agreement.
MASTER AGREEMENT
This Master Agreement ("Agreement") is made between Prime Chorella(tm) Distribution Company ("Company") and
("Partner").
BACKGROUND
Partner and Company each desire to establish the general terms and conditions which shall
govern advertising and commission arrangements between Partner and Company.
TERMS AND CONDITIONS
In consideration of the promises set forth below, we agree as follows:
1. Offers and Engagements.
1.1. Prime Chorella(tm) Distribution Company may post 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 affiliate number from the
Company 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, an "Engagement" will have been formed.
1.3. At any time prior to Partner providing a Qualifying Link, Prime Chorella(tm) Distribution Company 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 the Company for an Offer or an
Engagement. Partner agrees to promptly implement any request from the Company to remove,
alter or modify any graphic or banner as submitted by the Company 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 the Company'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 the Company'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 the Company, the Company's site, any of Company's products or services, or Prime Chorella(tm) Distribution Company' site
policies, except as expressly authorized by the Engagement.
2.3. Partner is responsible for notifying the Company of any
malfunctioning of the Required URLs or other problems with Partner's participation in the
Engagement. The Company will respond promptly to all concerns upon notification by Partner.
3. Commissions.
3.1. Prime Chorella(tm) Distribution Company agrees to pay Partner the commission specified in the Engagement if the Company
sells to a visitor to the Company's site (a "Customer") a product or service that is the subject of
the Engagement and if that Customer has accessed the Company'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 the Company's using one of the Required
URLs or any other URL provided by Prime Chorella(tm) Distribution Company if it is the
last link to the Company'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 the Company's site via a link from the Partner's site and terminating
when the Customer either returns to the Company's site via a link from a site other than
Partner's site or the Engagement expires or is terminated.
3.3. Prime Chorella(tm) Distribution Company 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 the Company and the Customer.
3.4. All determinations of Qualifying Links and whether a commission is payable will be made
by Prime Chorella(tm) Distribution Company and will be final and binding. Prices for the products will be set solely
by the Company at its discretion.
3.5. Commissions are based on a percentage of Gross Sales. The calculation of Gross Sales will include
the deduction of returns.
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. The Company 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, on Partner's site
solely for the purpose of creating links from Partner's
site to the Company'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 the Company 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 the Company's site to Partner's site. The Company will remove such graphic or
banner ad upon Partner's reasonable request.
5. Termination.
5.1. Either party may terminate any Engagement at any time by notification.
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.
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;
provided, that any rights to intellectual property, such as the grant of a license or the right to
use logos and trademarks, granted under this Agreement shall terminate immediately upon
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 under the laws of the State
of New York; (v) violate any laws regarding unfair competition, anti-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 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 third party
liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees),
arising out of a breach, or alleged breach, of any of its representations or obligations herein.
8. Limitation of Liability.
8.1. In no event shall either party be liable to the other party for any indirect, special,
exemplary, consequential or incidental damages, even if informed of the possibility of such
damages.
9. General.
9.1. Each party shall act as an independent contractor and shall have no authority to obligate
or bind the other in any respect.
9.2. This Agreement has been made in and shall be construed and enforced in accordance
with the laws of Canada. Any action to enforce this Agreement shall be brought
in the federal or provincial courts. If you need to send official correspondence,
send it via registered mail to the Company's headquarters to the attention of the Company's legal
department.
9.3. 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.
9.4. 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.
You have had an opportunity to consult legal counsel before agreeing to the terms and
conditions of this Agreement. You understand that this is a legally binding contract of which
you want to be a party. By clicking "Join Now" below and "Submit Application" on the registration page, you
agree to be bound by the terms above.
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