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The OnlinePopstar
Affiliate Program Agreement
This Agreement, made and entered into by and between OnlinePopstar,
a subsidiary of RR Productions, a Maine Company, located at 6 Paris
Promenade, Suite 3, South Paris, ME 04281, and you, the affiliate
("you" or "Affiliate"), contains the complete terms and conditions
that apply to your participation in the OnlinePopstar Affiliate
Program (the "Affiliate Program" or "Program").
Enrollment in the
Program
You will submit a complete Affiliate Program enrollment form to us
by e-mail. After we carefully review your application, we will
notify you of your successful acceptance to the Program. We may
reject your application (at our sole discretion) if we feel your
participation is unsuitable or inconsistent with the mission of
OnlinePopstar. Once accepted, OnlinePopstar may terminate this
Agreement anytime thereafter if it is determined (at our sole
discretion) that your participation is unsuitable for the Program.
Promotion
of Our Affiliate Program
Upon your acceptance as an Affiliate, we will make available to you
a variety of literature, point sheets, brochures and flyers
which you may use in your promotion of OnlinePopstar. We
require that you do not create your own promotional materials, as we
cannot guarantee any other services and performances other than
those stated in our own promotional materials.
OnlinePopstar Agrees To:
1. Send you an email report whenever your Affiliate promotions
result in a successful Club Enrollment, and a commission for you.
2. Pay Affiliate commissions on Club Enrollments made by
OnlinePopstar that you refer. No commission shall be payable if a
Club rescinds the enrollment and does not participate in the
contest. The commission rate paid to an OnlinePopstar
Affiliate is 25% of sales you bring to OnlinePopstar.
3. Pay Affiliate on the same time-basis that your referrals
pay their enrollment fees; either monthly or quarterly. 4.
No commission payments will be held-over to future months or
dependant on minimum amounts for payment. You will receive
your commission payments within the month that you refer the Club
Enrollment.
Affiliate Agrees To:
1. Have sole responsibility for the development, operation,
and maintenance of your promotional endeavours.
2. Use only OnlinePopstar approved marketing materials,
OnlinePopstar Karaoke Contest literature, links and website logos in
your promotional endeavours.
3. In the case that you
use your website to promote OnlinePopstar, ensure
that all materials posted on your site are not illegal and do not
infringe on the rights of any person or entity of any kind. We
disclaim all liability for all materials on your site.
4. Indemnify, defend, and hold us harmless from all claims,
damages, and expenses relating to your Affiliate promotional
endeavours as well as your relevant website promotions regarding the
development, operation, and contents of your site.
5. Make sure that your site does not copy or resemble the look
and feel of OnlinePopstar or create the impression that your site is
our site or a part of our site.
6. Submit the URLs for all sites you plan to use to promote
OnlinePopstar via e-mail to Roxie@OnlinePopstar.com.
Publicity
7. 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 consent.
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 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.
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. Further, our
aggregate liability arising with respect to this Agreement and the
Affiliate Program will not exceed the total commissions paid or
payable to you under this Agreement.
Limited
License
We grant you a nonexclusive, nontransferable, revocable right to
access our site through the Links solely in accordance with the
terms of this Agreement, for the sole purpose of linking your site
to our site, solely for the purpose of identifying your site as a
participant in the Program and assisting in increasing sales at
OnlinePopstar You may not alter, modify, or change the Links in any
way. You are only entitled to use the Links to the extent that you
are a member in good standing of the OnlinePopstar Affiliate
Program. We may revoke your license anytime by giving you written
notice.
Disclaimer
We make no express or implied warranties or representations with
respect to the OnlinePopstar Web site or the OnlinePopstar Affiliate
Program (including, without limitation, warranties of fitness,
merchanability, noninfringement, or any implied warranties arising
out of course of performance, dealing, or trade usage). In addition,
we make no representation that the operation of our site will be
uninterrupted or error-free, and we will not be liable for the
consequences of any interruptions or errors.
Termination
The terms of this Agreement will begin upon acceptance of your
application. This Agreement shall commence on the date of approval
of your Affiliate Program application and shall continue thereafter
in full force and effect until terminated at any time by either
party by giving the other party written notice of termination. Upon
termination of this Agreement for any reason, you will immediately
cease use of all OnlinePopstar.com trademarks, trade dress, and
logos, and all other materials provided by or on behalf of us to you
pursuant hereto or in connection with the Affiliate Program.
Modifications
We may modify any of the terms and conditions of this Agreement at
any time. You will be notified by email, and a change notice will be
posted on our site. If the modifications are unacceptable to you,
your recourse is to terminate this Agreement. Your continued
participation in this Affiliate Program after a change notice has
been posted will constitute binding acceptance of the change.
OnlinePopstar will send out notification by email to our Affiliates
at least 14 days prior to any changes to the terms of this
agreement.
Anti-Spam Policy
Affiliates will be removed from the OnlinePopstar Affiliate Program
and forfeit any pending commissions if they are caught spamming.
Spamming is not allowed and will not be tolerated!
Independent Contractors
You and OnlinePopstar are independent contractors and nothing in
this Agreement creates any partnership, 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.
Representations and Warranties
You hereby represent and warrant to us as follows:
1. 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.
2. The development, operation, and contents of your site do not
infringe upon the copyright, trademark, or any other right of any
person or entity.
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 Web
sites that are similar to or compete with your Web site. You have
independently evaluated the desirability of participating in the
OnlinePopstar Affiliate Program and are not relying on any
representation, guarantee, or statement other than what has been set
forth in this Agreement.
Fraud
If you commit fraud or falsify information in relation to
OnlinePopstar, this agreement will be terminated immediately.
In addition, you will be liable to OnlinePopstar for any and all
damages that OnlinePopstar suffers as a result of such actions. You
will also be responsible for returning to OnlinePopstar all
commissions received for fraudulent/falsified orders, and we will
not hesitate to pursue all legal causes of action against you to the
fullest extent possible under the law.
Assignment
This Agreement and the rights and
obligations hereunder may not be assigned by you without prior
written consent of OnlinePopstar.
Reservation of Rights
OnlinePopstar may terminate this
Agreement at any time if your promotion-related activities are
determined (at our sole discretion) to be unsuitable for the
Program. OnlinePopstar also reserves the right to monitor
Affiliate sites and activities at any time to determine whether they
are in compliance with this Agreement.
Governing Law
This Agreement will be governed by
the laws of the United States and the State of Maine, 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 City of South Paris, Maine, 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. |
