This agreement
(the "Agreement") contains the complete terms and conditions that
apply to your participation in the Alibris Affiliates Program (the "Program").
Please read it carefully. As used in this agreement, "we" means Alibris
(owner of the alibris.com site), and "you" means the applicant. "Site"
means a World Wide Web site and, depending on the context, refers either to
Alibris' site or to the site, as identified in your Program application, that
you will link to our Site.
Enrolling in the Alibris Affiliates Program
To begin the enrollment process, you must submit a full, complete and accurate
Alibris Affiliates Program application via the LinkShare site. We
will evaluate your application and notify you of your acceptance or rejection.
We may reject your application if we determine (in our sole discretion) that
your Site is unsuitable for the Alibris Affiliates Program for any reason, including,
but not limited to, inclusion of content that is in any way unlawful, harmful,
threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise
objectionable.
Links on Your Web site
As an Alibris Affiliate, you will have access to Alibris banners, buttons, icons,
text links, and other items (the "Alibris Links") through the LinkShare site. You may post as many Alibris Links on your Site as you like.
The position, prominence and nature of the Alibris Links on your Site shall
comply with any requirements we specify, but otherwise will be at your discretion.
You agree that you will not modify the Alibris Links in any way and will comply
with the terms of the limited license granted below.
To permit accurate commission tracking and reporting, you will link your Site
to ours using special "tagged" link URLs provided via the LinkShare Web site or by us. You are solely responsible for ensuring that each
link between your Site and ours properly uses such tagged URLs. You will earn
commissions only with respect to activity on our Site that occurs directly through
tagged URLs. If you fail to use tagged URLs as required by this Agreement, we
will not be liable to you in any way, even if your failure results in the loss
of commissions that would otherwise be paid to you under this Agreement.
Our Responsibilities
Alibris will be solely responsible for processing all customer orders. We will
prepare order forms; process payments, cancellations, and returns; and handle
customer service. You agree and acknowledge that all agreements relating to
sales to customers shall be between us and the customer.
Alibris shall not be responsible to you for reporting, maintaining or retaining
any information regarding your participation in the Alibris Affiliates Program.
All such information shall be maintained by LinkShare, and your request
for any such information shall be directed solely to LinkShare in
accordance with the LinkShare Service Agreement.
Your Responsibilities
You will be solely responsible for the development, operation, and maintenance
of your Site, and for ensuring that all materials that appear on your Site comply
with applicable copyright and other laws. We will not be responsible if you
use another party's copyrighted or other proprietary material in violation of
the law.
Commissions
We agree to pay you a 10% commission on "net sales" for items priced
at $1 to $499 and a 5% commission on "net sales" for items priced
at $500 and above to
customers who access our site via the tagged URL that we or LinkShare provide
to you and purchase merchandise during the commission period. "Net sales"
means the amount invoiced to the customer minus shipping charges,
discounts, markdowns, taxes, duties, gift wrap charges, returns, bad debt and
collection expenses, and credit card fees and fraud. A "commission period"
is the twelve-month period commencing on the date you submit your application,
and each subsequent twelve-month period. We will not pay commissions on merchandise
ordered directly from Alibris (instead of through a tagged URL), even if the
customer previously followed a link from your Web site to Alibris, and we will
not pay commissions on merchandise purchased by you or for your own use.
LinkShare is responsible for tracking commissions owed to you and
making commission payments. The terms of the LinkShare Service Agreement,
as it currently exists, allow you to request a commission payment once your
account balance reaches twenty-five dollars ($25.00) and provide that commission
payments will be made on the fifteenth (15th) day of each month for requests
made in the previous month. However, LinkShare may change its payment
policies from time to time, as reflected in the LinkShare Service
Agreement, and Alibris is not responsible for any such change or for LinkShare's failure to comply with the payment policies contained in the LinkShare Service Agreement.
Limited License
Upon your acceptance to the Alibris Affiliates Program, Alibris grants you a
nonexclusive, nontransferable, revocable right to use Alibris Links that we
or LinkShare provide to you, solely for the purpose of identifying
your Site as a program participant, linking to our Site, and assisting in generating
product sales. We reserve all of our rights in the Alibris Links. You may not
modify the Alibris Links in any way, and must follow our instructions regarding
their appearance, use and display. In addition, you agree and acknowledge that
the license hereby granted extends only to the Site specified in your Program
application, and agree that you will not assign or sublicense your rights, duties,
or obligations under this Agreement to any person or entity, in whole or in
part, without our prior written consent.
Policies and Pricing
Customers who buy products through the Program will be deemed to be customers
of Alibris. Accordingly, all Alibris rules, policies, and operating procedures
concerning customer orders, customer service, and product sales will apply to
those customers. We may change our policies and operating procedures at any
time. For example, we will determine the prices to be charged for products sold
under the Program in accordance with our own pricing policies. Product prices
and availability may vary from time to time. Because we may change our prices
at any time, you may not include price information in descriptions of our products
on your Site. We will use commercially reasonable efforts to present accurate
information, but we cannot guarantee the availability or price of any particular
product.
Term of the Agreement
The term of this Agreement and the license granted in this Agreement will begin
upon our acceptance of your 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
(including notice sent to the email address contained in your Program application).
Upon the termination of this Agreement for any reason, you will immediately
cease use of, and remove from your Site all Alibris Marks and logos and all
other materials provided by or on behalf of us to you in connection with the
Program. You will not earn commissions on sales that occur after the termination
of this Agreement, and commissions earned through the date of termination will
be paid only if the related orders are not canceled or returned. You agree that
LinkShare may withhold your final payment for a reasonable time to
ensure that the correct amount is paid.
Modification
Alibris may modify any of the terms and conditions contained in this Agreement,
at any time and in our sole discretion, by posting a change notice or a new
Agreement on our Site or on the LinkShare site. IF ANY MODIFICATION
IS UNACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR
CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE
OR NEW AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Relationship of Parties
You and we are independent contractors, and nothing in this agreement will create
any partnership, joint venture, agency, franchise, sales representative, or
employment relationship between the parties. You agree and acknowledge that
you have no authority to make or accept any offers or representations on our
behalf, and warrant that you will not make any statement to the contrary, whether
on your Site or otherwise.
Limitation of Liability
Alibris 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, noninfringement, or any
implied warranties arising out of a course of performance, dealing, or trade
usage). We cannot guarantee that our service will be uninterrupted or error-free,
and we will not be liable for the consequences of any interruptions or errors.
In no event shall we be liable to you for any direct, indirect, special, exemplary,
consequential or incidental damages, even if informed of the possibility of
such damages. Further, even should the foregoing limitation of liability be
deemed unenforceable, you agree that our aggregate liability to you will not
exceed the total commissions paid or payable to you under this Agreement.
Indemnification
You hereby agree to indemnify, defend and hold harmless Alibris and its affiliates,
directors, officers, employees, independent contractors and agents, from and
against any and all liability, claims, losses, damages, injuries or expenses
(including attorneys' fees and other costs) relating to the development, operation,
maintenance and contents of your Site.
Independent Investigation
You acknowledge that you have read this agreement and agree to all its terms
and conditions. You have independently evaluated the desirability of participating
in the program and are not relying on any representation, guarantee, or statement
other than as set forth in this agreement.
General
This Agreement will be governed by the laws of the United States and the State
of California, as applied to contracts entered into and performed completely
within California, without reference to rules governing choice of laws. You
agree that LinkShare is an intended third party beneficiary of this
Agreement. Any action relating to this Agreement or your participation in the
Program must be brought in the federal or state courts located in San Francisco,
California, and you irrevocably consent to the exclusive jurisdiction of such
courts.
This Agreement will be binding on, inure to the benefit of, and be enforceable
against the parties and their respective successors and permitted 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 provision
or any other provision of this Agreement.
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