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Master Agreement
This Master Agreement ("Agreement") is made between
Luggage Online
("Merchant") and Your Web Site ("Partner").
Background
Partner and Merchant are each enrolled in the The LinkShare Network(tm).
Partner and Merchant each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Partner and Merchant which result from their participation in The LinkShare Network(tm).
Terms and Conditions
In consideration of the promises set forth below, we agree as
follows:IMPORTANT-READ CAREFULLY: THIS AFFILIATE PROGRAM AGREEMENT,
INCLUDING APPLICABLE OFFERS (COLLECTIVELY, THE "AGREEMENT"),
IS A LEGAL AGREEMENT BETWEEN YOU AND LUGGAGE ONLINE ("LUGGAGE
ONLINE") FOR PARTICIPATION IN LUGGAGE ONLINE'S AFFILIATE
PROGRAM ("PROGRAM") AS MANAGED BY AND THROUGH LINKSHARE.
BY REGISTERING FOR AND PARTICIPATING IN THE PROGRAM, YOU AGREE
TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE
TO THE TERMS OF THIS AGREEMENT, DO NOT REGISTER FOR OR PARTICIPATE
IN THE PROGRAM. IF YOU DO NOT AGREE TO AND ACCEPT THE TERMS OF
THIS AGREEMENT IN ITS ENTIRETY AND YOU ARE ALREADY A LUGGAGE ONLINE
AFFILIATE, IMMEDIATELY TERMINATE ALL USES OF LUGGAGE ONLINE'S
MARKS AND ANY LINKS TO LUGGAGE ONLINE'S WEBSITE. AS USED IN THIS
AGREEMENT "WE" MEANS LUGGAGE ONLINE AND "YOU"
MEANS THE PARTICIPATING WEB AFFILIATE ("AFFILIATE" OR
"YOU").
1. Offers and Engagements
1.1. From time to time, Luggage Online 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, Luggage Online 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 Luggage Online for an Offer or an Engagement. Partner agrees to promptly implement any request from Luggage Online to remove, alter or modify any graphic or banner ad submitted by Luggage Online 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 Luggage Online'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 Luggage Online'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. Neither you, nor any person or entity acting on your behalf, shall engage in any solicitation activity on behalf of Luggage Online (Merchant) other than by the maintenance of one or more links from your site to the Luggage Online site as authorized by this Agreement. Such prohibited additional solicitation activities include, but are not limited to, the distribution of flyers, coupons, and other printed promotional materials; circulation of printed and electronic newsletters; initiation of telephone calls; and sending emails; any of which mention Luggage Online or refer to the presence of a Luggage Online link on your site.
2.3. Partner agrees not to make any representations, warranties or other statements concerning Luggage Online, Luggage Online's site, any of Luggage Online's products or services, or Luggage Online's site policies, except as expressly authorized by the Engagement.
2.4. Partner is responsible for notifying Luggage Online and The LinkShare Network(tm) of any malfunctioning of the Required URLs or other problems with Partner's participation in the Engagement. Luggage Online will respond promptly to all concerns upon notification by Partner.
2.5. Partner agrees to the following relating to search media and keywords:
If you purchase media, including but not limited to placements in any cost per click search or comparison engine or other search engine in which search result page listing order is determined by payment to the engine or other third party, you agree to: a) not bid on the keywords "Luggage Online" or "luggageonline.com" or "luggageonline" or any phrase containing these and b) not link directly to the Luggage Online site. Any paid placement must first land on a site maintained by you. Luggage Online operates a zero tolerance search policy. All violations of this policy will result in immediate reversal of transactions.
3. Commissions.
3.1. Luggage Online agrees to pay Partner the commission specified in the Engagement if Luggage Online sells to a visitor to Luggage Online's site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Luggage Online'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 Luggage Online's using one of the Required URLs or any other URL provided by Luggage Online for use in The LinkShare Network(tm) if it is the last link to the Luggage Online'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 Luggage Online's site via a link from the Partner's site and terminating when the Customer either returns to the Luggage Online's site via a link from a site other than Partner's site or the Engagement expires or is terminated.
3.3. Luggage Online 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 Luggage Online 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 Luggage Online in its discretion.
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. Luggage Online 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 Luggage Online'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 Luggage Online 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 Luggage Online's site to Partner's site. Luggage Online will remove such graphic or banner ad upon Partner's request.
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 associated 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 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 Luggage Online'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 Luggage Online's headquarters to the attention of Luggage Online'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.
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