|
ALLDATADIY Affiliate Member Program Online Distributor Agreement After filling out the online form, please print and sign the below Affiliate Agreement then fax to 901-495-8316, Attention: ALLDATA Counsel. Your Affiliate Account will be approved as soon as we receive it. Please email us if you have any questions or need assistance.
Operating Agreement 1. Enrollment in the Program
We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application or terminate the agreement if we determine (in our sole discretion) that your Site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
If we reject your application, you are welcome to reapply to the Program
at any time. You should also note that if we accept your application and
your Site is thereafter determined (in our sole discretion) to be unsuitable
for the Program, we may terminate this Agreement. We reserve the right
to terminate this Agreement if we do not receive a written, executed copy
of this Agreement within ten (10) business days after you have checked
off the "I Agree" box and pressed the ‘Sign-up’
button. 2. Grant of License. ALLDATA hereby grants to you, and you hereby accept, a limited, non-exclusive, non-transferable, revocable license to display a graphic logo, text, such other text or images for which we grant express permission and Link (as defined below) for use on the Linking Site on the World Wide Web site(s) owned or operated by you and identified above (the "Linking Site(s)") and for the purposes of identifying your Site as a ALLDATA Alliance Member Program participant and to assist in generating subscription sales and online distribution of products ALLDATADIY.com. Such Link shall consist solely of the ALLDATA logo (the "Logo") as specified in this Agreement and by ALLDATA from time to time. You may not modify, edit or in any way alter the Logo in any manner. Nothing in this Agreement shall grant to you any rights in the Logo, the ALLDATADIY.com Site, any ALLDATA product or any other intellectual property of ALLDATA or any of its subsidiaries or affiliates, other than as expressly set forth herein. For purposes of this Agreement "Link" shall mean a hypertext link located on the Linking Site(s)which shall only link directly to the page nominated by ALLDATA and contained under ALLDATADIY.com (as such URL may be modified from time to time), and which shall be implemented by the Linking Party solely in accordance with this Agreement. 3. Links on Your Site Upon mutual acceptance of this agreement you will receive instructions ("Linking Standards") as to how to link to our Site. You will be provided with the Logo and code that can be easily uploaded to your Site to implement the link to the designated page on the Site. You will be responsible for the placement of these references. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with a special identification number to be used in all links between your Site and our Site. You must ensure that each of the links between your Site and our Site properly utilizes such special link formats. Links to our Site placed on your Site pursuant to this Agreement and which properly utilize such special link formats are referred to as special links ("Special Links"). You will earn referral fees only with respect to activity on our Site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. 4. Link Guidelines. You agree to comply with the following guidelines:
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement. 5. Order Processing We will process subscriptions placed by customers who follow Special Links from your Linking Site to our Site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase orders using Special Links from your Linking Site to our Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. 6. Referral Fees We will pay you (in accordance with Section 7) referral fees on each subscription purchased during the users initial use of the Linking Site and the Link ("Referral Link") visit. We will not pay referral fees on subscriptions purchased on independent or separate visits to the ALLDATADIY.com website or for subsequent renewals of products originally sold on the ALLDATADIY.com Site via the referral link. You may not purchase subscriptions during sessions initiated through the links on your Site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your Site to access our Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your Site to access our Site); (b) make any orders or subscription requests, or engage in other transactions of any kind on our Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; or (c) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement. 7. Pending Sales, Returns and Referral Fee Payments Sales from your Site will be held as pending sales (“Pending Sales”) for a thirty (30) day period. Upon completion of the Pending Sales period, you will receive a referral fee check for approved sales for that Pending Sales period. Sales will be net of returns, if applicable. The referral Fee will be sent approximately thirty (30) days following the end of each Pending Sales period. However, if the fees payable to the you for any pending sales period are less than $50.00, ALLDATA will hold those fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated. If the customer returns a product that generated a referral fee, ALLDATA will deduct the corresponding fee from the applicant monthly payment. If there is no subsequent payment, ALLDATA will send a bill for the fee if the return is not processed that calendar month. 8. Policies and Pricing Customers who buy a subscription through this Program will be deemed to be customers of ALLDATADIY.com and ALLDATA. Accordingly, all ALLDATADIY.com rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. We may change our policies and operating procedures at any time without notice. Because price changes may occur, you may not include price information in your descriptions. 9. Identifying Yourself as an Alliance Member We will make available to you a small graphic image that identifies your Site as an Alliance Member Program ("Alliance Member Banner"). You must display this Alliance Member Banner whenever the product is referred to on your Site in accordance with the Logo guidelines in Section 4 above. We may modify the text, graphic image, format, Alliance Member Banner, this Agreement, or the Linking Standards from time to time. Any press releases or disclosures with respect to this Agreement, your participation in the Program, or ALLDATA LLC, its sites, programs or products must be approved by ALLDATA LLC in writing prior to the release of such press release or disclosures. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that ALLDATADIY.com or ALLDATA LLC supports, sponsors, endorses, or contributes money to any charity or other cause). 10. Trademark and Intellectual Rights You recognize that the title to the graphic image and text, Logo, Alliance Member Banner, ALLDATADIY.com, ALLDATA LLC, all ALLDATA products, and any other images, our trade names and trademarks, including without limitation, the underlying technology of the ALLDATA Databases and all associated intellectual property rights and trade secrets therein (collectively the “ALLDATA Materials”), are and shall remain the sole and exclusive property of ALLDATA. Your use of the ALLDATA Materials is only for distribution and display to potential customers through the license granted in this Agreement for the term of this Agreement and the right to do so shall terminate with this Agreement. Any rights not expressly granted hereunder are reserved to ALLDATA. Except as expressly authorized herein, You shall not, and shall ensure that your employees, agents or others acting on your behalf do not: (i) modify, translate, reverse engineer, decompile, disassemble, create derivative works from the ALLDATA Materials or incorporate all or any portion of the ALLDATA technology into other software, product or technology for its own use or the use of third parties outside the scope or term of this Agreement; (ii) copy, distribute, alter, or cover any copyright notices, trademarks, or other proprietary rights notices placed or embedded by ALLDATA on or in the ALLDATA Materials; or (iii) alter any trademarks or other proprietary marks of ALLDATA. You agree to follow our trademark guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you notice. 11. Responsibility for Your Site and Indemnification You will be solely responsible for the development, operation, and maintenance of your Site, the Linking Site, and for all materials that appear on your Site. For example, you will be solely responsible for: the technical operation of your Site and all related equipment creating and posting descriptions on your Site and linking those descriptions to our Site the accuracy and appropriateness of materials posted on your Site ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) ensuring that materials posted on your Site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you shall indemnify and hold harmless ALLDATA LLC, its affiliates and subsidiaries, and their respective officers, directors, members, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) any misrepresentation or breach of your representations and warranties set forth in this Agreement; (b) any non-compliance by you with any covenants, agreements or undertakings of Linking Party contained in or made pursuant to this Agreement; and (c) relating to the development, operation, maintenance, and contents of your Site. 12. Term and Termination of the Agreement
13. Modification We 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. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, product name and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. No other amendments to this Agreement may be made without the prior written consent of the authorized representatives of each party. 14. 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 will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section. 15. Limitation of Liability IN NO EVENT SHALL ALLDATA, NOR ANY OF ITS AFFILIATES OR SUBSIDIARIES, BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, DATA OR USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, ALLDATA, ITS AFFILIATES, SUBSIDIARIES AND ITS VENDORS SHALL HAVE NO RESPONSIBILITY FOR ANY MONETARY DAMAGES UNDER ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY, REGARDLESS OF THE FORM OF THE ACTION. SUCH LIMIT SHALL APPLY WHETHER OR NOT ALLDATADIY.COM OR ANY OF ITS SUBSIDIARIES, AFFILIATES, OR ITS VENDORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT YOU ARE IN A JURISDICTION THAT DOES NOT ALLOW SUCH LIMITATIONS, THE PARTIES AGREE THAT IN NO EVENT SHALL ANY DAMAGES INCURRED BY YOU (FOR WHICH ALLDATADIY.COM, ITS AFFILIATES, SUBSIDIARIES OR VENDORS ARE FOUND LIABLE) UNDER THIS AGREEMENT EXCEED THE TOTAL REFERRAL FEES PAID UNDER THIS AGREEMENT. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. 16. Disclaimers WE MAKE 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 FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A 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. ALLDATA obtains the content appearing on ALLDATADIY.com from sources that it considers to be reliable; however, neither ALLDATA nor any of its vendors warrants the accuracy or completeness of such content. 17. 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 website. 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. 18. Representations and Warranties. You hereby represent and warrant to ALLDATA that you (a) have the right, power and authority to enter into this Agreement and perform your obligations as set forth herein, (b) are under no obligation or restriction, nor will you assume any such obligation or restriction, that does or would interfere or conflict with your obligations under this Agreement, (c) the information provided above is true, correct and complete, and (d) You shall not have the right to use, publish, share, sell or otherwise distribute any data collected with respect to users of the Linking Site(s)which relate to (i)their clicking on a Link, (ii)their use of ALLDATADIY.com, or (iii)any other information deemed proprietary by ALLDATA. 19. Covenants. You hereby covenant and agree with ALLDATA that (a) you shall comply with ALLDATADIY.com’s Privacy Policy and Usage Agreement, each as in effect from time to time, (b) the Linking Site(s) shall not be operated in violation of any applicable federal, state or local law, rule or regulation, (c) the content included on the Linking Site(s), as well as the operation of the Linking Site(s), will not violate or infringe the copyright, trademark, trade name, patent, literary, intellectual, artistic or dramatic right, right of publicity or privacy or any other right of any entity or person or contain any material which is libelous, slanderous or obscene, (d) if any of the information provided above changes at any time, you will notify ALLDATA as specified below in Section 20, and (e) the Linking Site(s)shall not publish, link to, sell or otherwise distribute Adult Content (as defined below), and you will remove any such Adult Content as soon as you become aware, or are made aware, of such Adult Content. For purposes of this Agreement, "Adult Content" means any material, including textual, audio, graphic, or video material, which is violent or pornographic or which contains nudity, explicit violent or sexual material or depictions of violent or sexual acts. 20. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service, by first class, regular mail as certified or registered mail with postage prepaid. Notices to you shall be sent to the address specified above by you. Notices to ALLDATA should be sent to the following address:
You may change your address for notices by giving us written notice in the manner set forth above. ALLDATA may change its address for notices by updating this page. In the event you have not indicated an address, or your address is no longer current, ALLDATA may use (i) the address indicated for the owner of the URL of the Linking Site in the database maintained by Network Solutions, Inc., or any other applicable domain registration authority, or (ii) the e-mail address of the webmaster of the Linking Site, or any other similar e-mail address specified on the Linking Site. 21. Entire Agreement. This Agreement constitutes the full, complete, and only agreement as of the date hereof between the parties until and unless supplemented by a definitive agreement, and there are no oral or written representations, understandings or agreements between the parties respecting the subject matter of this Agreement, which are not fully expressed herein. 22. Miscellaneous This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of ALLDATA. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be 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 provision or any other provision of this Agreement.
IMPORTANT NOTE: To become a Program member you must
print, sign and fax this agreement to 901-495-8316. Attention: ALLDATA
Counsel. |
||||||||||||||||||||||||||
| © ALLDATA 1996 - Trademarks | Privacy Policy | Terms & Conditions |