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Iomega® Affiliate Program
IMPORTANT-READ CAREFULLY: THIS AFFILIATES PROGRAM AGREEMENT, INCLUDING
APPLICABLE OFFERS (COLLECTIVELY, THE "AGREEMENT"),
IS A LEGAL AGREEMENT BETWEEN YOU AND IOMEGA CORPORATION
("IOMEGA") FOR PARTICIPATION IN THE AFFILIATES
PROGRAM ("PROGRAM") OF IOMEGA AS MANAGED BY
AND THROUGH THE LINKSHARE NETWORK. 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. AS USED IN THIS AGREEMENT "WE"
AND/OR "US" MEANS IOMEGA CORPORATION AND ITS
SUBSIDIARIES AND CORPORATE AFFILIATES ("IOMEGA")
AND "YOU" MEANS THE PARTICIPATING WEB AFFILIATE
("AFFILIATE" OR "YOU").
1. PARTICIPATION IN THE PROGRAM
If you are a member of The LinkShare Network, you only need to read and agree
to this Agreement. If you are not a member of The LinkShare
Network, you must complete a registration form to join
The LinkShare Network and then read and agree to this
Agreement. We will evaluate your registration and notify
you of our decision. We may reject your application 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:
- Promote violence
- Promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age
- Promote illegal activities
- Promote or use bulk unsolicited email (spam)
- Manipulate key word searches on portals
- Misrepresent themselves as an Iomega Web site by co-opting the
visual "look and feel" of or text from the Iomega Site
- Include "Iomega" or variations or misspellings thereof in their domain names
- Violate intellectual
property rights, including, without limitation, "scraping"
text or images from the Iomega Web sites
- Use or support business activities of a person or company, directly
or indirectly, representing a United States embargoed country
- Do not clearly state an online privacy policy to its visitors
- Fail to include copy in their search engine advertising clearly showing that they are affiliates rather than Iomega itself
- Otherwise are considered offensive or inappropriate at the discretion of Iomega
Once you are accepted into the Program, you will be able to participate in the
Program subject to the terms and conditions of this Agreement.
You should also note that if you are accepted to participate
in the Program and your Site is thereafter determined,
in our sole discretion, to be unsuitable for the Program
based on the above mentioned criteria, Iomega may terminate
this Agreement.
2. DEFINITIONS
2.1. "Iomega Site" means the Iomega
Web site located at the URL www.iomega.com.
2.2. "Offer"
means a specific offer posted by Iomega on its Program
Site located within The LinkShare Network Site that receives
an identification number from The LinkShare Network. The
terms and conditions of such Offers shall be incorporated
into this Agreement.
2.3. "Qualifying Link" means a link from
your Site to the Iomega Site using one of the Required URLs or
any other URL or graphic link provided by Iomega for use in the
Program (through the LinkShare Network).As specified below, no link is a Qualifying Link if the Affiliate directly links to the Iomega.com web site; Affiliates must land users on the Affiliates' own web sites.
2.4. "Qualifying Product" means an Iomega
product or service that is offered for sale at the Iomega Site.
2.5. "Qualifying
Product Sales" means sales of Qualifying Products (less
shipping charges, taxes, returns and cancellations) made
through a Qualifying Link to end users. Qualifying Product
Sales specifically excludes (a) sales of Iomega products
and services sold by phone, (b) sales of Iomega products
and services made through sites other than the Iomega
Site (e.g., all Offers are limited to the Iomega U.S.
sites), (c) sales of non-Iomega products and services,
including third-party modules, (d) sales through the Valued
Partner Program, academic pricing or other business or
reseller sales, (e) sales of Iomega products and services
made to you for the purpose of further distribution or
resale, and (f) sales of Iomega products to a customer
residing outside of the continental United States.
2.6. "Qualifying
Product Revenues" means revenues derived by us from Qualifying
Product Sales, excluding costs for shipping, handling,
taxes, credit card processing fees, bad debt, and promotional
discounts as advertised.
2.7. "Required
URLs" means the special URLs specified in an Offer to
be used to link from your Site to the Iomega Site.
2.8. "Site"
means a World Wide Web Site and, depending on the context,
includes the Web site that you will link to the Iomega
Site as identified in your LinkShare.com registration form.
3. OFFERS
3.1. From
time to time, Iomega may post on The LinkShare Network
Offers to pay members of The LinkShare Network, a specified
referral fee on certain Qualifying Product Sales to third
parties through a Qualifying Link.
3.2. The
terms of an Offer, as posted on The LinkShare Network
or otherwise communicated to you, shall be governed by
the terms and conditions of this Agreement. However, in
the event of any inconsistency between the terms of the
specific Offer and the terms of this Agreement, the terms
of the Offer shall govern. The standard commission is
3% on net sales.
3.3. At
any time prior to you providing a Qualifying Link, Iomega
may with or without notice (a) change, suspend or discontinue
any aspect of an Offer or (b) remove, alter, or modify
any graphic or banner ad provided to you pursuant to an
Offer. You agree to promptly implement any request from
Iomega to remove, alter or modify any graphic or banner
ad submitted by you that is being used in connection with
an Offer. Iomega agrees to give reasonable notice to these
changes where possible.
4. YOUR RESPONSIBILITIES
4.1. You
shall only link your Site to areas within the Iomega Site
using Required URLs. You may post as many links to the
Required URLs as you like. The position, prominence and
nature of links on the Iomega Site shall comply with any
requirements specified in the Offer, but otherwise will
be at the discretion of Iomega. Only valid Qualifying
Links generated by The LinkShare Network will be tracked
for purposes of determining referral fees that you may
be eligible to receive on Qualifying Product Sales generated
through your Site.
4.2. Iomega
will not, and is not obligated to, make any representations,
warranties or other statements concerning you, your Site,
any of your products or services, or your Site policies,
except as expressly authorized by the Offer.
4.3. You
will be solely responsible for the development, operation
and maintenance of your Site and for all materials that
appear on your Site. We disclaim all liability for such
materials. You shall indemnify and hold Iomega harmless
from all claims, damages and expenses (including, without
limitation, attorney's fees) relating to the development,
operation, maintenance and contents of your Site. You
are also responsible for notifying us and The LinkShare
Network of any malfunctioning of the Required URLs or
other problems with your participation in the Program
in accordance with the terms of the Offer and this Agreement.
Iomega (or a designee such as The LinkShare Network) will
respond in normal course to all concerns upon notification.
4.4. You will not outbid Iomega for search-hits through any search engine for any Iomega trademark or term substantially similar to an Iomega trademark or product name, including but not limited to ZIP, JAZ, REV, and Iomega; if you do so accidentally, Iomega may provide notice to you. Immediately upon notice from Iomega that you are outbidding Iomega, you will make best efforts to lower your cost per click (CPC) payment offer as promptly as possible.
4.5. You will not include any Iomega trademark in your URL; for example, you may not utilize a URL with "Iomega" or "REV" in the address.
4.6. Affiliates must not directly link to the Iomega.com web site, but rather must land users on the Affiliates' own web sites.
4.7. Affiliates must include copy in their search engine advertising so that users are clearly advised at all times, from landing on such Affiliates' web pages onward, that all such URLs are run by Affiliates and not Iomega itself.
5. REFERRAL FEES
5.1. We
agree to pay you (directly or via LinkShare) the referral
fee specified in the Offer if: (a) a visitor to our Site
(a "Customer") purchases a Qualifying Product and remits
full payment to us; (b) that Customer has accessed our
Site and purchased the Qualifying Product online via a
Qualifying Link from your Site, provided that it is the
last link to our site that the Customer uses during a
Session where a sale of a product or a service to Customers
occurs; (c) that the purchase occurs within 31 days of
your referral; (d) that Customer does not subsequently
return or cancel the Qualifying Product purchase; (e)
the Customer's order for the Qualifying Product was not
completed by interaction with a live Iomega sales representative
(e.g., Customer saves the order for the Qualifying Product
in a "shopping cart" then calls an Iomega sales representative
to complete the order and abandons the "shopping cart");
and (f) the Customer's shipping address is one within
the continental United States.
5.2. Iomega
shall have the sole right and responsibility for processing
all orders made by Customers. You acknowledge that all
agreements relating to sales to Customers shall be between
Iomega and the Customer. Customers who buy products through
this Program will be deemed to be Customers of Iomega.
Accordingly, all Iomega rules, policies, and operating
procedures concerning customer orders and returns, customer
service, customer data, 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 this
Program in accordance with our own pricing policies. Product
prices and availability may vary from time to time. Because
price changes may affect Products that you already have
listed on your Site, you may not include price information
in your Product descriptions. We will use commercially
reasonable efforts to present accurate information, but
we cannot guarantee the availability or price of any particular Product.
5.3. All
determinations of whether Qualifying Links have been established
and maintained, whether a Qualifying Product Sale was
completed within the time period specified in an Offer,
the number or amount of sales, and the amount of referral
fees, that are made by LinkShare and/or Iomega in good
faith will, absent manifest error, be binding on both
Iomega and Affiliate.
5.4. All
sales information will be posted to The LinkShare Network
as soon as is feasible. Because sales are not posted until
they are shipped, there may be some sales that will not
post right away (e.g. when a product is on back order).
Affiliate's statistics are available within The LinkShare
Network 24 hours a day, 7 days a week.
6. REFERRAL
6.1. Unless
otherwise stated in an Offer Addendum, we will pay you
referral fees on a monthly basis. Approximately sixty
(60) days following the end of each calendar month, we
(or our designee, The LinkShare Network) will send you
a check for the referral fees earned on Qualifying Product
revenues for that month, less any returns and web-hosting
orders canceled within the previous months. However, if
the referral fees payable to you for any calendar month
are less than the minimum referred to in our Offer, typically
$25.00, we will hold those referral fees until the total
amount due is at least the minimum amount referred to
in our Offer or, if earlier, until this Agreement is terminated.
If a customer returns a Qualifying Product that generated
a referral fee, we will deduct the corresponding referral
fee from your next monthly payment. If there is no subsequent
payment, we will send you an invoice for the referral
fee payable within thirty (30) days of your receipt of
the invoice. The standard referral commission is 3% although
we may offer other commissions as we see fit.
6.2. All
payments will be made through The LinkShare Network and
will be paid in U.S. dollars. The Iomega Site does not
currently ship products outside of the continental United States.
7. OWNERSHIP AND LICENSES
7.1. 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.
7.2. We
grant you a limited, revocable, non-exclusive, license
to use the graphic image and text, which may include our
name, logos, trademarks, service marks (collectively,
the "Iomega Marks"), designated in the Offer, only as
provided to you through The LinkShare Network Site and
solely for the purpose of creating links from your Site
to our Site pursuant to this Agreement. Except as expressly
set forth in this Agreement or permitted by applicable
law, you may not copy, distribute, modify, reverse engineer,
or create derivative works from the same. You 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. Any prominent use of the Iomega Marks
on your Site must be approved by Iomega prior to publishing.
We may revoke your license at any time for cause by giving
you written notice.
7.3. The
Parties understand and agree that Iomega Corporation owns
the Iomega Marks and may be a necessary party in any undertaking
to enforce this Agreement.
7.4. As
a condition to your acceptance and participation in the
Program, 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; (a) Use or
otherwise incorporate the word "Iomega" or variations
or misspellings in the domain name(s) of your Site(s),
on any meta tags of Web pages comprising your Site; (b)
Modify or alter the Iomega Site in any way; (c) Make any
representations, either express or implied, or create
an appearance that a visitor to your Site is visiting
the Iomega Site, e.g. "framing" the Iomega Site, without
the prior written approval of Iomega; or (d) "Scrape"
or "spider" the Iomega Site or any other Iomega Web Site
for content (such as images, logos and text).
8. TERMINATION
8.1. Either
party may terminate an Offer at any time by deleting their
acceptance of the Offer through The LinkShare Network.
Termination of a specific Offer shall not be deemed to
terminate any other Offers.
8.2. Either
party may terminate this Agreement at any time, for any
reason, upon fifteen (15) days prior written notice of
such termination to the other party and The LinkShare
Network. In addition, Iomega shall be entitled to terminate
this Agreement immediately if you materially breach or
violate any terms or conditions of this Agreement or if
Iomega determines, in its sole discretion, that there
are technical or operational issues (e.g. interruptions
caused by or shifts in online/Internet technology) that
adversely affect the implementation of the Program. Termination
of this Agreement shall also terminate any outstanding
Offer. However, all rights to payment, causes of action
and any provisions that by their terms are intended to
survive termination, shall survive termination of this
Agreement.
8.3. Upon
termination of this Agreement for any reason, you will
immediately cease use of, and remove from your Site, all
links to the Iomega Site, and all Iomega trademarks, trade
dress and logos, and all other materials provided by or
on behalf of us to you pursuant hereto or in connection
with the Program.
8.4. You
are only eligible to earn referral fees on Qualifying
Product Revenues occurring during the term of this Agreement,
and referral fees earned through the date of termination
will remain payable only if the related Qualifying Products
are not canceled or returned by a Customer. In addition,
we may invoice you for referral fees that were paid to
you prior to termination if those referral fees relate
to Qualifying Products that are subsequently canceled
or returned by a Customer. We may withhold your final
payment for a reasonable time to ensure that the correct
amount is paid.
9. REPRESENTATIONS
9.1. You
represent and warrant that (a) you have the authority
to enter into this Agreement and sufficient rights to
grant any licenses expressed herein, and (b) any material
displayed on your 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) violate
any laws regarding unfair competition, anti-discrimination
or false advertising; (v) promote violence or contain
hate speech; (vi) promote discrimination based on race,
age, sex, religion, nationality, sexual orientation or
disability; (vii) contain viruses, Trojan horses, worms,
time bombs, cancelbots or other similar harmful or deleterious
programming routines or (vii) otherwise constitute an
"unsuitable Site" as determined by Iomega in accordance
with the terms outlined in the Section 1. above titled
"Participation in the Program."
9.2. 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.
IOMEGA MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS
WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH
THE PROGRAM OR THAT OUR SITE WILL BE UNINTERRUPTED OR
ERROR-FREE AND WE WILL NOT BE RESPONSIBLE FOR CONSEQUENCES
OF ANY INTERRUPTIONS OR ERRORS.
10. INDEMNIFICATION
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.
11. LIMITATION OF LIABILITY
In no event will
either party be liable to the other party for any direct,
indirect, special, exemplary, consequential or incidental
damages arising from or related to this Agreement, the
Program, or The LinkShare Network, even if informed of
the possibility of such damages. Further, the aggregate
liability to Iomega arising from this Agreement and the
Program shall not exceed the total referral fees paid
or payable to you under this Agreement.
12. GENERAL
12.1. No
Agency. Each party shall act as an independent contractor
and shall have no authority to obligate or bind the other
in any respect, and nothing in this Agreement (including
any Offer) shall create any partnership, join ventures,
agency, franchise, sales representative or employment
relationship between the parties, Neither party shall
make any statement, whether on their sites or otherwise,
that reasonably would contradict anything in the paragraph.
12.2. Responsibility
for Binding Agreement. 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 Sites that
are similar to or compete with your Site. 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.
12.3. Jurisdiction;
Venue. THIS AGREEMENT HAS BEEN MADE IN AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE UNITED
STATES AND UTAH WITHOUT REFERENCE TO RULES GOVERNING CHOICE
OF LAWS. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE
BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN SALT
LAKE CITY, UTAH, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION
OF SUCH COURTS.
12.4. Notice.
Any notices require or permitted by this Agreement must
be delivered to Iomega via registered mail to:
Attention: General Counsel
10955 Vista Sorrento Parkway
San Diego, CA 92130
Any notices required
or permitted by this Agreement will be sent to you by
Iomega via email at the address you provided when you
registered to become a member of The LinkShare Network.
12.5. Severability.
The provisions of this Agreement are independent of and
separable from each other, and no provision shall be
affected or rendered invalid or unenforceable in whole
or in part.
12.6. Assignment.
You may not assign this Agreement, by operation of law
or otherwise, without our prior written consent, which
may be withheld in our sole discretion. 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
or any other provision of this Agreement.
Iomega may assign or transfer its rights and duties hereunder
in the event of a merger or acquisition of 50% or more
of the assets of Iomega Corporation.
12.7. Equitable
Relief. The parties agree that any breach of either of
the party's obligations regarding trademarks, service
marks or trade names, confidentiality, links or the
removal of links, and/or user data may result in irreparable
injury for which there may be no adequate remedy at
law. Therefore, in the event of any breach or threatened
breach of a party's obligations regarding trademarks,
service marks or trade names, confidentiality, links
or the removal of links, and/or user data, the aggrieved
party will be entitled to seek equitable relief in addition
to its other available legal remedies in a court of
competent jurisdiction.
12.8. Obligation
to Provide Notice of Dispute. Except as provided in this
Section 12.7, before either party initiates a lawsuit
against the other relating to this Agreement, the parties
agree to mediate all disputes and claims arising out
of or relating to this Agreement, the parties' performance
under it, or its breach. To this end, either party may
request, after informal discussions have failed to resolve
a dispute or claim, that each party designate an officer
or other management employee with authority to bind
the party to meet in good faith and attempt to resolve
the dispute or claim through mediation. During their
discussions, each party will honor the other's reasonable
requests for information that is not privileged and
relates to the dispute or claim. This Section does not
apply (i) should the expiration of the statute of limitations
for a cause of action be imminent, or (ii) if emergency equitable relief is reasonably believed to be required.
12.9. Force
Majeure. You acknowledge that the Iomega and LinkShare
servers, equipment, and services (e.g. tracking and
reprint) may be subject to temporary modifications or
shutdowns due to causes beyond reasonable control of
Iomega and LinkShare. Such temporary service interruptions
will not constitute a material breach of this Agreement.
Iomega and LinkShare will use commercially reasonable
efforts to provide the services contemplated under this
Agreement and to remedy any temporary interruptions
or other problems that adversely affect the Program.
12.10. Attorneys'
Fees. In the event any action is commenced to construe
or enforce any provision of this Agreement, the prevailing
party, in addition to all other amounts such party is
be entitled to receive from the other party, will be
entitled to receive its reasonable attorneys' fees and
costs incurred in bringing such action.
12.11. Survival.
Sections 8 (Termination), 10 (Indemnification), 11 (Limitation
of Liability), and 12 (General), including all subsections
thereof, shall survive the termination of this Agreement.
12.12. Modifications.
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 the
LinkShare Site and giving you notice of the modification
through The LinkShare Network. Modifications may include,
for example, changes in the scope of available referral
fees, referral fee schedules, payment procedures, and
Program rules. 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.
Click here
to apply.
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