This agreement between MediaScouter LLC and you governs your participation in the
Mediascouter Affiliate Program. As used in this agreement, "we" means MediaScouter
LLC, "you" means the MediaScouter Affiliate Program applicant, "Affiliate Links"
means any hypertext links to the unique URL that we provide to you under this agreement,
and "Affiliate Sites" means any and all web sites and e-mail newsletters that you
place Affiliate Links in. By submitting an Affiliate Program Application, you agree
to the terms of this agreement.
1. Links. During the term of this agreement, you may add or delete
Affiliate Links from your Affiliate Sites at any time without our approval. You
are solely responsible for maintaining your Affiliate Sites, and for incorporating,
testing, and maintaining the Affiliate Links on your Affiliate Sites. We will provide
you with a unique URL and graphics, and we grant you a limited, non-exclusive, revocable,
non-transferable right to use this material solely to promote the Affiliate Links
on your Affiliate Sites. We reserve all of our rights in the material we provide
to you and all other intellectual property rights. You agree not to alter any of
the material we provide to you under this agreement, and use that material solely
for connecting directly to the Affiliate Links.
2. Commissions. During the term of this agreement, we will pay you
commissions for new members who visit our web-site through your Affiliate Links
and subscribe to MediaScouter service during that visit. You will earn $30 USD when
a new member has had a MediaScouter LLC account for 30 paid days. The memeber must
be a new member, and must signup during a visit through your Affiliate Links. Commissions
will be paid after each calendar quarter within 30 days following the end of the
quarter. You agree to provide us with all information that is required for us to
comply with any applicable tax reporting requirements, as we may reasonabley request.
3. Term. The term of this agreement will begin when MediaScouter LLC
notifies you of your acceptance in the MediaScouter Affiliate Program by e-mail,
and will end when terminated by either party. Either party may terminate this agreement
at any time, with or without cause, by giving the other party ten (10) days notice
of termination via e-mail. You are only eligible for commissions earned through
the date of termination. Affiliate referrals after termination will not result in
commission payments. Upon termination, you agree to immediately cease any representation
of participation in the MediaScouter Affiliate Program, and remove from your Affiliate
Sites all the Affiliate Links and other material we provided to you under this agreement.
4. No Warranty. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT
TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, WARRANTIES
OF MERCHANTABILITY, NON-INFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. We
make no representation that the operation of our web site or our products or services
will be uninterrupted or error-free, and we will not be liable for the consequences
of any interruptions or errors. Under no circumstances shall MediaScouter LLC be
liable for any loss of profits or data, interruption of business, or for any indirect,
special, or consequential damages arising in connection with this agreement or the
MediaScouter Affiliate Program. Further, in no event will our aggregate liability
under this agreement exceed the total commissions paid to you under this agreement.
The provisions of this section will survive the termination of this agreement.
5. Miscellaneous. Each party to this agreement is an independent contractor,
and neither shall have the authority to bind the other in any respect. Nothing in
this agreement will create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties. You agree to indemnify
and hold harmless MediaScouter LLC, its directors, officers, affiliates, employees,
and agents, from all liability, claims, damages, or expenses arising out of any
breach by you of any representation, warranty, or covenant made by you herein, or
any claim related to the development, operation, maintenance, or contents of your
Affiliate Site. You agree not to sublicense, assign, or otherwise transfer this
agreement, and any such attempt is void. This agreement is the entire agreement
between the parties with respect to the subject matter described herein, and supercedes
all prior communications, understandings, or agreements. If any of the provisions
of this agreement is deemed unenforceable, that provision will be enforced to the
maximum extent possible, and the remainder of the agreement will continue in full
force and effect.