Oriental Carpet Park, PUBLISHER & AFFILIATE AGREEMENT TERMS AND CONDITIONS
This Agreement, including the description of the The PC Guy (TPG) Publisher Program provided on TPG’s Information Page (collectively the “Agreement”) is a legally binding agreement between TPG and each of its participating Publishers. BY REGISTERING FOR AND PARTICIPATING IN THE TPG PUBLISHER PROGRAM (THE “PROGRAM”) THROUGH ANY COMMISSION PAID PROGRAM THAT OFFERS SERVICE TO TPG, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT.
Once you are accepted into the Program, your participation in the Program is governed by this Agreement. Even after you are accepted into the Program, we may terminate this Agreement and your participation in the Program for any reason or no reason upon seven (7) days notice, effective the 8th day. In addition, we may terminate this Agreement and your participation in the Program immediately if we determine that your website violates any material of the terms of the Publisher Service Agreement or material terms of this Agreement.
I. Your Obligations.
A. Eligibility. To be eligible to be a TPG Publisher, you must operate a web site and not one or more subscription newsletters, be a member of any commission paid network affiliated with TPG, be approved by TPG and your website must not: (a) mislead others; (b) operate or utilize a website or e-mail link to websites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, content targeted at children, or offer any illegal good or service, or link to a Web site(s) that do so; (c) engage in the sale or promotion of pornography, tobacco, gambling, or any illegal activity or the disparagement of any individual group on the basis of age, color, national origin, race, religion, gender, sexual orientation or physical or mental handicap or targeted at person's under the age of 18; (d) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail and/or be based outside of the United States or Germany; and/or (e) operate or utilize a website that promotes or sells firearms, alcoholic beverages, or tobacco products; or (f)have previously been terminated from the TPG Publisher Program. You remain solely responsible for the content of your website.
B. Advertisements. You may only use the banner advertisements, button links, text links to our website (“Website”) and/or other advertisements promoting TPG products (“Advertisements”) that are provided to you by TPG through or any affiliated commission paid program with TPG. You may not modify the Advertisements without TPG's prior written consent. You may not include price information in your descriptions. Each link connecting users of your website to our Website shall not alter the look, feel or functionality of our Website.
C. Placement of Advertisements. You must follow the attached Advertising Guidelines and any subsequent instructions provided by TPG in placing Advertisements on your website. Except as provided in the Advertising Guidelines and this Agreement, you will have discretion to place Advertisements in areas of your website, and at times and with the frequency, as you deem appropriate.
D. Prohibited Activities. You shall not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement: (i) use or otherwise incorporate the words TPG or variations in the domain name(s) of your website(s); (ii) modify or alter TPG's Website in any way; (iii) make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting TPG's Website; e.g., "framing" the TPG Website; (iv) use pop-under advertisements to advertise TPG (i.e., ads that appear under the current browser window; (v) use any mark, name or domain name of any type which is confusingly similar to "TPG or other TPG trademarks, or (vi) alter any promotional materials provided to you by TPG or use other promotional materials or language without first receiving written authorization from TPG; (vi) send any e-mail that referring to TPG, advertising any TPG product or linking to TPG’s Website without the prior written approval of TPG; or (vii) engage in fraud or other conduct calculated to generate the payment to you of compensation that does not reflect compensable New Leads (as defined below) within the spirit of TPG’s Program; or (viii) disclose to third parties, as a subset of the users of your Website, the identities of users who access TPG’s Website from your Website; or (ix) solicit or target users who access TPG’s Website from your Website for any promotions or offerings of goods or services that compete with the goods or services that we offer on the basis of such users accessing TPG’s Website; provided that the foregoing limitations will not prohibit you from soliciting or targeting a group of all or substantially all users who access your Website.
E. Privacy Policy. You will develop and maintain a privacy policy which shall accurately describe the information collection and use practices of your website, including but not limited to, the type of information collected, how the information is collected and used, and with whom the information is shared. Your website must have a prominent link to your privacy policy.
F. Public Announcement. You may not mention TPG in a press release or other public statement (other than the Advertisements) unless you have received prior written approval from TPG.
II. Our Obligations.
A. Advertisements. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the accuracy of prices or availability of products contained in the Advertisements.
B. Product Orders. We have the right to accept or reject for any reason any order for products at TPG’s Website.
C. Credit Card Customers. Visitors (as defined below) who purchase products or register at TPG’s Website will be deemed to be customers of TPG. Accordingly, all of TPG's rules, policies, and operating procedures concerning customer service, charges and fees will apply to those customers. We may change our policies and operating procedures at any time. We will be solely responsible for all aspects of processing and fulfillment of product orders, including payment processing, shipping, cancellations, and related customer service.
III. Compensation.
A. New Lead Programs. If TPG offers to allow you to participate in its lead Program (which is at TPG’s sole discretion), you will be paid a fixed dollar amount of compensation, the amount of which shall be as negotiated between you and TPG, solely for each “New Lead” (as defined below) generated from your website that is received by TPG from Visitor Transactions arising from Visitor actions in TPG’s Program. You understand and agree that, if you participate in TPG’s lead Program, you shall not receive any compensation from TPG, either as a percentage or a fixed dollar amount, arising or resulting from any purchases made at TPG’s Website as a result of a Visitor Transaction.
B. Sales Program. If TPG offers to allow you to participate in its sales Program (which is at TPG’s sole discretion), you will be paid a percentage commission, the amount of which shall be as negotiated between you and TPG, of the Net Sales from Visitor Transactions.
C. Certain Definitions. As used herein:
A “Visitor” means any person, other than you, your employees or agents or any minor, who accesses TPG’s Website.
A “Visitor Transaction” means a visit made to TPG’s Website by a Visitor who accesses TPG’s Website directly by clicking on a button or link to TPG’s Website that is contained in TPG’s Advertisements displayed on your website.
A “New Lead” means a lead of which TPG determines, in its sole discretion, that it had no prior knowledge from any source, and for which TPG receives as a result of a Visitor Transaction full, valid and accurate information with respect to, at minimum, the following: name, complete billing street address in a state, province or country to which TPG, Inc., ships goods, personal identification number, and email address.
“Net Sales” means the total net retail dollar amount actually received by TPG from Visitor Transactions for goods that are ordered, paid for, delivered, accepted and not returned, excluding any discounts, returns, chargebacks, bad debts, taxes, shipping and handling charges, and insurance.
D. Additional Compensation Terms. If you participate in TPG’s lead Program, you acknowledge and agree that TPG shall have no obligation to make more than one (1) compensation payment for (a) an individual or a household, regardless of the number of New Leads generated by such individual or household, or (b) for New Leads having a common billing address or email address. TPG shall have no obligation to pay any compensation for New Leads who are minors, who have billing addresses outside the United States to which TPG, Inc., does not ship goods, or whom TPG determines are engaged in fraudulent activity. Commission Junction shall pay you all fees due to you under this Agreement, whether you participate in a lead Program or a sales Program. You agree that when TPG pays Commission Junction each month the amount of your compensation, and Commission Junction’s transaction fee, that for purposes of this Agreement we have paid you and TPG shall have no further obligation to you in respect of such amounts, and you shall look solely to Commission Junction for payment of such amounts and assume the risk of non-payment thereof by Commission Junction.
E. All compensation due for orders generated as a result of AFFILIATE links to our Website will be calculated and deposited into your PayPal account during the last week of any given month according to the terms and conditions of this document.
F. Payment to AFFILIATE will not be rendered for amounts less than 50.00 € EUR. If you have less than 50.00 € in your affiliate account by fiscal months end (30 days), your account will carry over into the next months cycle. When your account total reaches 50.00 € or more, all compensated amount(s) will be deposited into your PayPal account provided all orders associated meet the conditions set forth in (condition III, E.) above.
IV. Intellectual Property.
A. Non-Exclusive Limited License and Use of TPG Logos and Trademarks. TPG grants you a non-exclusive, non-transferable, revocable right solely in the United States and Germany, and without the right to sublicense, to (i) access TPG's Website through links solely in accordance with the terms of this, and (ii) solely in connection with such links or other activities as authorized under this Agreement, to use TPG's logos, trade names, trademarks, service marks and similar identifying material contained in TPG’s Advertisements (collectively “TPG Licensed Materials”), solely for the purpose of promoting TPG's Website on Publisher's website through advertising and links. You may not alter, modify or change the TPG Licensed Materials in any way, and you are only entitled to use the TPG Licensed Materials. No right, property, or interest in any TPG Licensed Materials owned by TPG is intended to be given to or acquired by you by the execution of or the performance of this Agreement.
B. Non-Exclusive Limited License and Use of Your Logos and Trademarks. You grant TPG a non-exclusive, non-transferable, revocable right to use and display Your logos, trade names, trademarks, service marks and similar identifying material (collectively “Publisher Licensed Materials”), solely for the purposes contemplated under this Agreement, including allowing TPG to list your name and trademark as an Publisher in the Program on our Website. TPG may not alter, modify or change the Publisher Licensed Materials in any way. No right, property, license, or interest in any Publisher Licensed Materials owned by you is intended to be given to or acquired by TPG by the execution of or the performance of this Agreement.
C. Use of Licensed Materials. You will not use the TPG Licensed Materials in any manner that is disparaging or that otherwise portrays TPG in a negative light. You will not create, publish, distribute or permit any written material that makes reference to TPG, without first submitting such material to us and receiving TPG's written consent. TPG reserves all of its rights in the TPG Licensed Materials, and all other intellectual property rights. TPG may revoke Publisher's license by giving notice in accordance with the provisions of any affiliated paid commission program Publisher Service Agreement.
D. Proprietary Property. All intellectual or proprietary property and information, supplied or developed by TPG shall be and remain the sole and exclusive property of TPG. Upon termination of this Agreement, you shall return to TPG any and all such property and information.
V. Term and Termination.
The term of this Agreement will begin upon acceptance of your Program application (the “Effective Date”) and shall remain effective, unless sooner terminated as provided herein, for an initial term of one (1) year from the Effective Date. After the initial term, this Agreement will automatically renew for successive one-year periods. Either party may terminate this Agreement at any time and for any reason upon seven (7) days prior written notice to the other party, effective the 8th day. We may immediately terminate the Agreement if you violate your obligations under this Agreement or any affiliated paid commission program Publisher Service Agreement.
Within two (2) days of termination of this Agreement, you will stop displaying all TPG Advertisements or other references to TPG.
VI. Your Representations and Warranties.
You hereby represent and warrant to us that: (i) you have duly and validly assented to this Agreement and it constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; (ii) your website complies with your obligations described in Section 2 above, including, but not limited to, your obligations regarding eligibility, advertising, privacy and e-mail; (iii) the assent to the terms of this Agreement, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) any provision of law, rule, or regulation to which you are subject, (b) any order, judgment, or decree applicable to you or binding upon your assets or properties, (c) any provision of your by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to you or binding upon your assets or properties; (iv) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby; and (v) there is no pending or, to the best of your knowledge, material threatened claim, action, or proceeding against you, or any subsidiary or sub-Publisher of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
VII. Disclaimers.
TPG makes no express or implied warranties or representations with respect to the Program, TPG’s Website, the TPG Licensed Materials or the products and services offered on TPG’s Website, including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of course of performance, dealing, or trade usage. In addition, TPG makes no representation that the operation of its Website will be uninterrupted or error free, and TPG will not be liable for the consequences of any interruptions or errors. TPG will not, and is not obligated to, make any representations, warranties, or other statements concerning you, your website, any of your products or services, or your website policies, except as provided in the Advertisements.
VIII. Indemnification.
You agree to indemnify, defend and hold harmless TPG and our parents, subsidiaries, Publishers, successors and assigns from any and all losses, liabilities, damages, actions, claims, expenses, and costs including, without limitation, reasonable attorneys' fees, which result or arise from or related to the development, operation, maintenance, and contents of your website or your negligence or breach of this Agreement.
IX. General Provisions
A. Independent Parties. Nothing contained herein shall imply any partnership, joint venture or agency relationship among the parties, and no party shall have the power to obligate or bind another party in any manner whatsoever, except to the extent herein provided.
B. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
C. Confidentiality. You shall maintain the confidentiality of, and not disclose to any third party, all information provided to you by TPG or any affiliated paid commission program relating to your role as a TPG Publisher, including without limitation, business information, financial data and marketing data including the number of click-throughs from your website to TPG’s Website and the number of New Leads that your Website generates for TPG. You shall protect the confidentiality of this information with the same degree of care as you use for your own confidential and proprietary information of a similar nature, but not less than reasonable care. TPG does not plan to make available to you any personally identifiable information regarding TPG’s customers, but in the event that such information is disclosed to you by TPG, you shall protect and keep such information confidential, and use it solely for the purpose of performing your obligations under the Agreement. You shall destroy such personally identifiable information or return it to TPG, at TPG's option, within ten (10) days after termination of the Agreement. Without limiting the foregoing, TPG will not populate or otherwise include any information in the SID (ie., shopper ID) field in the file generated by any affiliated paid commission program Transaction Tracking Code.
You shall at all times keep proper books and records of account, and shall maintain records and information sufficient to show your compliance with the terms of this Agreement, and you shall retain such books and records for at least one (1) year following the termination date. Upon reasonable request from TPG, you agree to furnish to TPG copies of such books and records.
D. Data Ownership. You hereby grant to TPG the right to use any information that you furnish to TPG, which may be through any affiliated paid commission program. You expressly authorize any affiliated paid commission program to share with us any data you provide to them that is related to your participation in our Program. TPG shall solely own any data that we provide to you.
E. Modification. TPG may modify any of the terms and conditions contained in this Agreement, at any time in its sole discretion, upon seven (7) days written notice, effective the 8th day. You will be notified of any modification by any affiliated paid commission program prior to the effective date of the modification. Modifications may include, but are not limited to changes in the rate of compensation, payment procedures, term, and Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Program following notification to you of such modification will constitute binding acceptance of the change.
F. Notices and Approvals. You shall send any notice or request for approval to us by certified mail addressed to Mr. Brian Williams, Vice President, TPG, Hellmundstr. 6, Wiesbaden, Germany 65183, with a copy to the General Counsel of TPG at the same address.
G. No Exclusivity. You understand that this Agreement is not exclusive and we may at any time (directly or indirectly) solicit customer referrals from third parties on terms that may differ from those contained in this Agreement or operate Websites that are similar to or compete with your website.
H. Limitation of Liability. TPG SHALL NOT HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF REVENUE, PROFITS, DATA, OR BUSINESS OPPORTUNITIES ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, WHETHER OR NOT WE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES MIGHT BE INCURRED. FURTHERMORE, OUR AGGREGATE LIABILITY TO YOU WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO YOU DURING THE PRECEDING ONE (1) YEAR PERIOD.
I. Conflicts. In the event of any direct conflict between the terms of this Agreement and the terms of the Publisher Service Agreement between you and any affiliated paid commission program, the terms of this Agreement shall prevail.
J. Governing Law. Notwithstanding any different choice of law provision contained in the Publisher Service Agreement, the substantive law of the State of Nevada, USA or Hessen, DEU shall in all respects govern this Agreement and the relationship between you and TPG arising from your participation in TPG’s Program.
Advertising Guidelines
The image and text links furnished by Oriental Carpet Park (“TPG”), to you, including the accompanying logos of TPG (the "Logos") may only be used pursuant to the guidelines set forth in this document. Any other use is strictly prohibited.
1. The Logos may not be used in any manner that might imply that any goods, services, web sites, publications or other materials that do not originate from TPG are sponsored, endorsed, licensed by, or affiliated with TPG.
2. The Logos may be displayed solely on your website, and only as a hotlink to TPG’s website (URL http://www.The-PC-Guy.com) and for no other purpose.
3. You must display on your website your own logo(s), business name, product names, or other branding in a primary and more prominent position than that of TPG’s Logos.
4. The Logos may not be imitated in any manner.
5. The Logos may not be used in a manner that would disparage TPG or its products or services.
6. The Logos must be used as provided by TPG, with no changes, including but not limited to separating the words, changing the typeface, adding or deleting words, changing colors, adding taglines, changing the line or letter spacing, or changing the aspect ratio. The Logos may not be animated, morphed, or otherwise distorted in perspective or appearance.
7. You may use only approved TPG artwork.
8. You must maintain a minimum clearance between the Logos and other elements on your website.
9. The Logos must only appear in a horizontal position.
10. The Logos must stand alone and may not be combined with any other object, including but not limited to other logos, words, graphics, photos, slogans, numbers, design features, or symbols.
11. The Logos must not be incorporated or used in any manner as part of, or in close proximity to another company's name, domain name, product or service name, logo, trade dress, design, slogan, or other trademarks. The Logo must never appear with any other symbol or icon; contained within a box, circle, or other shape; or combined with any other name, logo, or icon to create a co-branded logo.
12. The Logos may not be used in any other company name, product name, service name, domain name, web site title, publication title, or the like.
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