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This Agreement contains the complete
terms and conditions that apply to your participation as a Student
Representative or as an Affiliate in the Affiliate Program of
ihatelawschool.com, and the establishment of links from your Affiliate
website to our website, "ihatelawschool.com. "
1. Enrollment in the
Affiliate Program
To begin the enrollment process, you will submit a complete Affiliate
Program application via our site. We will evaluate your application in
good faith and will notify you of your acceptance or rejection in a
timely manner. ihatelawschool.com Affiliates must reside in the United
States or Puerto Rico. All commission payment checks to Affiliates are
in U.S. dollars. We may reject your application if we determine (in our
sole discretion) that your site is unsuitable for the Affiliate Program
for any reason, including, but not limited to, inclusion of content
that is in any way unlawful, harmful, threatening, defamatory, obscene,
pornographic, harassing or racially, ethnically or otherwise
objectionable. If we reject your application, you are welcome to
reapply to the Affiliate Program at any time.
2. Promotion of Our Affiliate
Relationship
As an Affiliate Site, we will make available to you URLs, logos and
other content for use with Join ihatelawschool.com (each of these
links sometimes being referred to herein as "Links" or, individually,
as a "Link"), which, subject to the terms and conditions hereof, you
may display as often and in as many areas on your site as you desire.
The Links will serve to identify your site as a member of our Affiliate
Program and will establish a link from your site to ours. You must
display at least one of the Links in a reasonably prominent manner at
all times during the term of this Affiliate relationship.
4. Our Responsibilities
We will be responsible for providing all information necessary to allow
you to make appropriate Links from your site to our site. We will be
solely responsible for processing, in a timely manner, every order
placed by a customer following a Link from your site, for tracking
amount of enrollments generated by your site and for providing
information to Affiliate Sites regarding enrollment statistics. New
members who join ihatelawschool.com. through your site must live in the
United States or Puerto Rico. We reserve the right to reject orders
that do not comply with the standards we establish from time to time on
our website. The information we provide regarding enrollment statistics
may change in form, content, and frequency at our discretion during the
term of the Affiliate relationship. We will be responsible for all
music club operations, including enrollment processing, product
offerings via catalog and Internet, order entry, billing, payment
processing, shipping, cancellations, returns and related customer
service.
5. Other Responsibilities and
Opportunities of Affilate Sites
a. If you qualify and agree to participate as a Affiliate Site, you
shall display Join ihatelawschool.com Links prominently throughout your
site as you see fit and with our consent.
b. We have the right in our sole
discretion to monitor your site at any time and from time to time to
determine if you are in compliance with the terms of this Agreement.
c. If you serve as a Student
Representative, you shall be given access to various materials from
which you can promote this site.
6. Commission Determination
We will pay a commission for each new member who enrolls in
ihatelawschool.com by means of a entering your unique referral code
into the membership form. At this point, ihatelawschool.com does
not intend to develop software which will automatically track if a sale
comes from you or your website. The referral code must be entered
when membership is purchased for a commission to be paid. No
commission will be payable for applicants whom we decline to enroll for
any reason at our sole discretion. For each new approved member that
enrolls in the membership program from your site you will receive five
dollars. You will receive an additional $1 for each additional year
that a new member purchases. This means that you will recive $5
for a one-year membership. $6 for a two-year membership, and $7 for a
three-year membership. Since law school is a three-year program,
membership terms have been capped at 3 years.
7. Commission Payment
a. Subject to clause (b) below, based on valid enrollments received by
us in connection with new members who become members from you or your
site, we will send a commission fee check for the applicable commission
fee (less any taxes required to be withheld under applicable law) and a
statement of activity to you approximately thirty (30) days after the
end of each calendar quarter during which this Affiliate Operating
Agreement is in effect.
b. If during the first calendar
quarter of the term of this Agreement, or during any quarter following
the payment of commissions to you, your commissions earned do not
exceed fifteen dollars ($15.00), then you shall not be entitled to
receive any commissions during the applicable quarter. Instead, any
applicable commissions will be carried over to subsequent calendar
quarters until fifteen dollars ($15.00) have been accrued.
8. Reports of Sales
Once you have become a registered Student Representative or Affiliate,
you will be given a unique referral code and will be sent quarterly
reports regarding your statistics.
9. Your Responsibilities
You are solely responsible for ensuring that all content that you
promote, either via e-mail, through fliers or the like or on your
website, including any descriptions and articles, comply with all
applicable copyright and other laws. You must have express permission
to use another party's copyrighted or other proprietary material. We
will not be responsible to you or any third party if you use another
party's copyrighted or other proprietary material in violation of the
law, or for any other failure by you to comply with applicable
law.
10. Policies and Pricing
Customers who become members through the Student Associate and
Affiliate Program will be deemed to be customers of ihatelawschool.
Accordingly, all of our rules, policies and operating procedures
concerning customer orders, customer service and sales will apply to
those customers. We may change our policies and operating procedures at
any time by posting the revised policy on our website. We will use
commercially reasonable efforts to present accurate information, but we
cannot guarantee the availability or price of any piece of music.
11. Publicity
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 written consent, which we agree shall
not be unreasonably withheld.
12. Licenses and Use of the
ihatelawschool.com Logos and Trademarks
a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO
(i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS,
USE OUR LOGOS, TRADE NAMES, TRADEMARKS AND SIMILAR IDENTIFYING MATERIAL
RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS") FOR THE SOLE
PURPOSE OF ENROLLING NEW MEMBERS ON YOUR SITE FOR IHATELAWSCHOOL.COM.
YOU MAY NOT ALTER, MODIFY OR CHANGE THE LICENSED MATERIALS IN ANY WAY.
YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT
YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATE PROGRAM.
b. You shall not make any use of any
Licensed Materials for purposes other than generating new member
enrollments on your site for ihatelawschool.com, without first
submitting a sample of such to us and obtaining the prior written
consent of your ihatelawschool.com account executive, which shall not
be unreasonably witheld. You agree not to use the Licensed Materials in
any manner that is disparaging or that otherwise portrays us in a
negative light. We reserve all of our rights in the Licensed Materials
and of our other proprietary rights. We may revoke your license at any
time, by giving you written notice.
c. You grant to us a non-exclusive
license to utilize your names, titles and logos (the "Affiliate
Trademarks"), to advertise, market, promote and publicize in any manner
our rights hereunder; provided, however, that we shall not be required
to so advertise, market, promote or publicize. This license shall
terminate upon the effective date of the expiration or termination of
this Agreement and any and all usage and display of Licensed Materials
by you shall immediately cease.
13. Obligations Regarding Your
Individual Promotion or Site
a. You will be solely responsible for the development, operation and
maintenance of your site and for all materials that appear on your
site. Such responsibilities include, but are not limited to, the
technical operation of your site and all related equipment; creating
and posting music reviews, descriptions and references on your site and
linking those descriptions to our catalog; the accuracy and propriety
of materials posted on your site (including, but not limited to, all
music-related materials); ensuring that materials posted on your site
do not violate or infringe upon the rights of any third party and are
not libelous or otherwise illegal.
b. We disclaim all liability for any
loss, damage or cause of action arising from the content or operation
(or failure to operate) of your website. Further, you will indemnify,
defend and hold us and our affiliates, parent companies and their
respective officers, directors, employees, agents and contractors
harmless from all claims, damages and expenses (including, without
limitation, attorneys' fees) relating to the development, operation,
maintenance and contents of your site.
14. Term of the
Agreement
The term of this Agreement will begin upon our acceptance of your
Student Associate or Affiliate 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. You are only eligible to earn commission
fees on new member enrollments occurring during the term, and fees
earned through the date of termination will remain payable only if the
related new enrollments are not cancelled. We may withhold your final
payment for a reasonable time to ensure that the correct amount is
paid.
15. Modification
We may modify any of the terms and conditions contained in this
Agreement, at any time in our sole discretion. You will be notified by
email, and a change notice will be posted on our site. Modifications
may include, but are not limited to, changes in the scope of available
commission fees, commission schedules, payment procedures and Affiliate
Program rules. If any modification is unacceptable to you, your only
recourse is to terminate this agreement. Your continued participation
in the Affiliate Program following our posting of a change notice or
new agreement on our site will constitute binding acceptance of the
change.
16. Relationship of
Parties
You and ihatelawschool.com are independent contractors, and nothing in
this Agreement will create any Affiliateship, 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.
17. Disclaimers
We make no express or implied warranties or representations with
respect to the Affiliate Program or any music sold through the
Affiliate Program (including, without limitation, warranties of
fitness, merchantability, noninfringement or any implied warranties
arising out of course of performance, dealing, or trade usage). In
addition, we make no representation with regard to the accuracy,
ownership, completeness or currency of any content, data or
functionality of our website, or that the operation thereof will be
uninterrupted or error free. Neither we nor our suppliers will be
liable for any damages arising in connection with your or your
customers' use of our website, the Affiliate Program and any services,
data (including sales data), content and software provided in
connection therewith. You agree that our website, the Affiliate Program
and all content and materials contained therein are provided on an "as
is" basis.
18. Representations and
Warranties
You hereby represent and warrant to us as follows:
a. 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.
b. The execution, 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 (i) any
provision of law, rule or regulation to which you are subject, (ii) any
order, judgment or decree applicable to you or binding upon your assets
or properties, (iii) any provision of your by-laws or certificate of
incorporation, or (iv) any agreement or other instrument applicable to
you or binding upon your assets or properties.
c. You are the sole and exclusive
owner of any Affiliate Trademarks and have the right and power to grant
to us the license to use your trademarks in the manner contemplated
herein, and such grant does not and will not (i) breach, conflict with
or constitute a default under any agreement or other instrument
applicable to you or binding upon your assets or properties, or (ii)
infringe upon any trademark, trade name, service mark, copyright or
other proprietary right of any other person or entity
d. 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.
e. There is no pending or, to the best
of your knowledge, threatened claim, action, or proceeding against you,
or any affiliate 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.
19. 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 secret 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.
Notwithstanding the foregoing, each party is hereby authorized to
deliver a copy of any such information (a) to any person pursuant to a
subpoena issued by any court or administrative agency, (b) to its
accountants, attorneys, or other agents on a confidential basis, and
(c) otherwise as required by applicable law, rule, regulation, or legal
process including, without limitation, the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, and the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
20. 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. In no event will our aggregate
liability for any cause of action arising under this Agreement or with
regard to any of the ihatelawschool.com exceed the total commission
fees paid to you under this Agreement in the last six (6) months
immediately preceding the date on which such cause of action
accrued.
21. Indemnification
You hereby agree to indemnify and hold harmless ihatelawschool.com and
any future subsidiaries, owners, affiliates and their directors,
officers, employees, agents, shareholders, Affiliates, members and
other owners, against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs and
expenses (including reasonable attorneys' fees) (any or all of the
foregoing hereinafter referred to as "Losses") insofar as such Losses
(or actions in respect thereof) arise out of or are based on (i) any
claim that our use of the Affiliate Trademarks infringes on any
trademark, trade name, service mark, copyright, license, intellectual
property or other proprietary right of any third party, (ii) any
misrepresentation of a representation or warranty or breach of a
covenant and agreement made by you herein or (iii) any claim related to
your site, including, without limitation, content therein not
attributable to us.
22. 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 WEBSITES THAT ARE SIMILAR
TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE
DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT
RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET
FORTH IN THIS AGREEMENT.
23. Governing Law
This Agreement will be governed by the laws of the United States and
the State of Texas, 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 Austin, Texas, 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.
By signing up, you have read,
fully understand, and agree to the foregoing terms and conditions.
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