1) Term of the Agreements:
The term of this Agreement will
begin upon our acceptance of your Affiliate 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 referral fees on sales occurring
during the term.
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 this site. Modifications may
include, for example, changes in the scope of available referral fees, fee
schedules, payment procedures 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.
3) 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 Program, even if we have
been advised of the possibility of such damages. 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 to this Agreement.
4) 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 PROGRAM AND ARE NOT RELYING
ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS
This Agreement will be governed by the
laws of the United States and the State of Michigan, 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 Detroit, Michigan, 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
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.
6) SPYWARE AND OTHER PARASITES:
Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of MERCHANT and/or its partner sites) is subject to punitive actions by MERCHANT, without notice, including but not limited to: suspension of affiliate account; termination of affiliate account; withholding of payments to affiliate; and public notification of affiliate's suspected malfeasance. MERCHANT encourages affiliates to report suspicions of such relationships; and, should substantial proof, as judged by MERCHANT, be provided, MERCHANT reserves the right to assign a value equal to unpaid monies earned by the offending affiliate (or a part thereof) to the reporting affiliate as a bounty.