| This Agreement, made and entered by and between Cdrdvdrmedia,
a division of Comptree, inc., an Oregon Corporation,
with its headquater at 16666 Johnson Dr., City of Industry,
CA 91745, and you, the affiliate ("you" or "Affiliate"),
contains the complete terms and conditions that apply
to your participation in the Cdrdvdrmedia Affiliate Partnership Program (the "Affiliate Program" or "Program"). |
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| >>Enrollment in the Program |
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| You will submit a complete Affiliate Program application from our site.
After we carefully review your application, we will notify you of your acceptance or rejection to the Program.
We may reject your application (at our sole discretion) if we feel your site is unsuitable or inconsistent with
the mission of Cdrdvdrmedia. If your site is accepted, Cdrdvdrmedia may terminate this Agreement anytime thereafter
if your site is determined (at our sole discretion) to be unsuitable for the Program. |
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| >>Promotion of Our Affiliate Program |
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| Upon your acceptance as an Affiliate Site, we will make available to you a variety of graphic and textual
links (the "Links"), which, subject to the terms and conditions hereof, you may display as often and in as many
areas of your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network
and will establish a link from your site to ours. |
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| Cdrdvdrmedia Agrees To: |
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| ·Pay Affiliate commissions on sales made by Cdrdvdrmedia that you refer from your site. No fees shall be
payable if a visitor leaves the Cdrdvdrmedia site without making a purchase.
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| ·The commission rate paid to an Cdrdvdrmedia affiliate is 6% of sales your site bring to Cdrdvdrmedia. |
| ·Pay Affiliate on a monthly basis when your account has reached a minimum of $100.00.
Accounts with a balance of less than $100.00 will roll over to the next month. |
| ·Approve applications within a 48-hour period. |
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| Affiliate Agrees To: |
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| ·Place Cdrdvdrmedia Links on your site. |
| ·Have sole responsibility for the development, operation,
and maintenance of your site and for all the materials that appear on your site. |
| ·Ensure that all materials posted on your site are not illegal and do not
infringe on the rights of any person or entity of any kind. We disclaim all liability for all materials on your site. |
| ·Indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the
development, operation, and contents of your site. |
| ·Make sure that your site does not copy or resemble the look and feel of Cdrdvdrmedia or create the
impression that your site is our site or a part of our site. |
| ·Submit the URLs for all sites you plan to use to promote Cdrdvdrmedia via e-mail to order@cdrdvdrmedia.com. |
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| 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 consent. |
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| 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. |
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| 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 Network, even if we
have been advised of the possibility of such damages. Further, our aggregate liability arising
with respect to this Agreement and the Affiliate Program will not exceed the total
commissions paid or payable to you under this Agreement.
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| Limited License |
| We grant you a nonexclusive, nontransferable, revocable right to access our site through the Links
solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to our site,
solely for the purpose of identifying your site as a participant in the Program and assisting in increasing sales
at Cdrdvdrmedia You may not alter, modify, or change the Links in any way. You are only entitled to use the Links to
the extent that you are a member in good standing of the Cdrdvdrmedia Affiliate Program. We may revoke your license
anytime by giving you written notice.
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| Disclaimers |
| We make no express or implied warranties or representations with respect to the Cdrdvdrmedia Web site or the Cdrdvdrmedia
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 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. |
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| Termination |
| The terms of this Agreement will begin upon acceptance of your application. This Agreement shall commence on the date
of approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated
at any time by either party by giving the other party written notice of termination. Upon termination of this Agreement
for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and all Cdrdvdrmedia.com
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. |
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| Modifications |
| We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a change
notice will be posted on our site. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement.
Your continued participation in this Affiliate Program after a change notice has been posted will constitute binding acceptance
of the change. Cdrdvdrmedia will send out notification by email to our affiliates at least 14 days prior to any changes to the terms
of this agreement. |
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| Anti-Spam Policy |
| Affiliates will be removed from the Cdrdvdrmedia Affiliate Program and forfeit any pending commissions if they are caught spamming.
Spamming is not allowed and will not be tolerated! |
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| Independent Contractors |
| You and Cdrdvdrmedia 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. |
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| Representations and Warranties |
| You hereby represent and warrant to us as follows:
1. 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.
2. The development, operation, and contents of your site do not infringe upon the copyright,
trademark, or any other right of any person or entity.
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| 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 Web site.
You have independently evaluated the desirability of participating in the Cdrdvdrmedia Affiliate Program and are not relying
on any representation, guarantee, or statement other than as set forth in this Agreement. |
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| Fraud |
| If you commit fraud or falsify information this agreement will be terminated immediately.
In addition, you will be liable to Cdrdvdrmedia for any and all damages that Cdrdvdrmedia suffers as a result of such actions.
You will also be responsible for returning to Cdrdvdrmedia all commissions received for fraudulent/falsified orders,
and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law. |
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| Assignment |
| This Agreement and the rights and obligations hereunder may not be assigned by you without prior written
consent of Cdrdvdrmedia. |
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| Reservation of Rights |
| Cdrdvdrmedia may terminate this Agreement at any time if your site is determined (at our sole discretion)
to be unsuitable for the Program, even if your site has not changed since the time that your Affiliate Program
application was accepted. Cdrdvdrmedia also reserves the right to monitor Affiliate sites at any time to determine
whether they are in compliance with this Agreement. |
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| Governing Law |
| 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. Any action relating to this Agreement must be
brought in the federal or state courts located in City of Industry, California, 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. |
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| ADDENDUM TO CDRDVDRMEDIA'S AFFILIATE MEMBERSHIP AGREEMENT |
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| Effective December 14, 2004 |
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| This Addendum to the Affiliate agreement, effective December 14, 2004, amends and supplements your
obligations above in accordance with the terms below.
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| Enrollment in the Program |
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| An applicant who submits an Affiliate Program application to Cdrdvdrmedia must,
at the time of the submission, provide a valid URL. Applications without a valid URL will not be considered.
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| You shall provide Cdrdvdrmedia with any information requested by Cdrdvdrmedia at any time,
including evidence that you have complied with all aspects of this affiliate Agreement. |
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| Promotion of Our Affiliate Program |
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| None of your promotional activities may infringe Cdrdvdrmedia's intellectual property rights. |
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| You shall not cause any transactions to be made that are highly questionable or unethical,
including, but not limited to, using any program, device, hidden frames, Iframes, robot or redirects
or clicking on links that you place to Cdrdvdrmedia.
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| Fraud |
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| If Cdrdvdrmedia suspects an affiliate of fraud, or other unlawful conduct, Cdrdvdrmedia is entitled to suspend,
ban or deny payment to that affiliate.
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| Online advertisements |
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| You may not place hyperlinks, links or URLs to Cdrdvdrmedia's web site in spam, unsolicited email,
search engines or similar Internet resources. You must place hyperlinks, links or URLs to Cdrdvdrmedia's web site
such that it is unlikely that the hyperlinks, links or URLs will mislead the visitor.
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