Affiliate Agreement

 

IN ORDER TO BE A MEMBER OF THE AFFILIATE PROGRAM YOU MUST COMPLY WITH ALL TERMS AND CONDITIONS CONTAINED IN THIS AFFILIATE AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING. BY SIGNING UP AS AN AFFILIATE YOU HAVE INDICATED YOUR ACCEPTANCE OF THIS AGREEMENT INCLUDING ITS TERMS AND CONDITIONS.

DO NOT USE THE AFFILIATE PROGRAM IF YOU DO NOT AGREE WITH THIS AGREEMENT.

This Affiliate Agreement is made between Fifty States Realty, Inc. ("Fifty States FSBO"), a New York corporation, and you, as a web site owner and participant in the Affiliate Program. ("the program")

1. GRANT OF LICENSE. Fifty States FSBO has developed a system that fosters electronic commerce ("Service(s)").†You may link your web site to our web site ("Merchant(s)"). Merchant will pay to Member the specified commission in return for advertising services that lead to a Qualifying Link Sale. A Qualifying Link Sale is a link from your web site to our "Merchant" web site using a URL provided by the Merchant for use in the Service if it is the last link to the Merchant's web site that the customer uses during a Session and a purchase of a product or service by that customer occurs. Session is the period of time beginning from a customer's initial contact with the Merchant's web site from a link from Your web site and terminating when the customer leaves the Merchant's web site, the agreement between You and the Merchant expires or the agreement between You and the Merchant is terminated, whichever is earliest. Merchant grants to You a personal, non-sublicensable, nonexclusive license to participate in the Service in consideration of Your compliance with the terms and conditions of this Agreement. All ownership to the Service at all times remains with Fifty States FSBO.

2. USE OF THE SERVICE. Use of the Service constitutes Your acceptance of the terms and conditions of this Agreement. You shall not rent, sell, lease, license, or otherwise transfer the Service for the benefit of a third party.

3. COMMISSION. TheMerchant may pay a fee ("Commission") to You for a Qualifying Link Sale. The amount of Commission and any other terms involving Commission is between You and the Merchant.

4. CONTENT. As part of the Service You may have access to information, software, photos, text, video, graphics, music, sound, images, other materials, and/or services ("Content"). Fifty States FSBO grants You a personal, non-sublicensable license to download Content to a single computer for purposes of viewing and browsing through the Content or to create a link. All other use of Content, including but not limited to modification, publication, transmission, participation in the transfer or sale of, reproduction, creation of derivative works from, distribution, performance, display, incorporation into a web site, or in any other way voiding any item in the Content in whole or in part, is prohibited.

5. MODIFICATION. Fifty States FSBO reserves the right, at it's sole discretion to change this Agreement and the Service at any time. Changes to the Agreement and the Service may be listed on the web site of Fifty States FSBO. Merchant may change, suspend, or discontinue any aspect of the Service at any time. Merchant may also impose limits or restrict Your access to parts or all of the Service without notice or any liability to Concept Software.

6. REVIEW. At any time, Merchant may review Your web site and/or any links for suitability, however, Merchant is not required to review Your web site and/or links. No obscene language, sexually oriented material, or offensive material may be used on Your web site. Merchant reserves the right to refuse to allow You to use the Service if for any reason Merchant deems Your web site and/or link to be unsuitable, at Merchant's sole discretion.

7. CHARGES. Merchant will not charge Affiliates for any cost incurred by the Merchant to provide the Service.
8. AGREEMENT WITH MERCHANTS. Fifty States FSBO has no responsibility or liability concerning any agreements that you enter into with other Merchants as part of Your use of the Service.

9. REPRESENTATIONS AND DISCLAIMERS. (a) You represent and agree that your conduct conforms and will conform to all applicable laws and regulations and that you do not and will not violate the rights of any third parties, including but not limited to, all intellectual property rights. (b) You agree that we may rely on any data, notice, instruction or request from You as reasonably believed by us to be genuine and to have been sent by a person reasonably believed by us to be authorized to act on Your behalf. You shall notify us of any known or suspected unauthorized uses of Your account, or any known or suspected breach of security in cases of loss, theft or disclosure. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of this Agreement by us and referral of the matter to the appropriate law enforcement agency. You represent and agree that You will notify us if a Merchant asks You to enter into any advertising, client relations, or commercial arrangements which are intended to take unfair advantage of the Service.

 

10. SUBMISSIONS. If You or anyone else sends us creative suggestions, ideas, notes, drawings, concepts or other information ("Information"), the Information will be deemed and remain the property of Fifty States FSBO. None of the Information shall be subject to any obligation of confidentiality on the part of Fifty States FSBO and we shall not be liable or owe any compensation for any use or disclosure of the Information.

11. CONFIDENTIALITY. You acknowledge that in the course of using the Service you may obtain information relating to the Service and Fifty States FSBO. Such information shall belong solely to Fifty States FSBO. You agree not to use or disclose any such information.

12. INDEMNITY. You will defend and indemnify us and hold us harmless from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs, and expenses (including attorney fees and expenses) arising out of or relating to any of Your activities or inaction and/or arising out of or relating to any claims of Member.

13. NO WARRANTY. You expressly agree that use of the Service is at Your sole risk. There is no warranty that the Service will not be interrupted or error free; nor do we make any warranty as to the results that may be obtained from the use of the Service. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL FIFTY STATES REALTY, INC. , ITS OFFICERS, AGENTS OR ANY ONE ELSE INVOLVED IN THE SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE SERVICE; OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION OR ANY FAILURE OF PERFORMANCE, NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO DISTRIBUTORíS RECORDS, PROGRAMS OR SERVICES. FIFTY STATES FSBO DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding the above, Your exclusive remedy for all damages, losses and causes of actions whether in contract, tort (including negligence) or otherwise, shall not exceed the aggregate dollar amount received directly from Fifty States FSBO pursuant to this Agreement.

14. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Publisher shall not have the right to assign its interests in this Agreement to any other party, unless the prior written consent of Fifty States FSBO is obtained.

15. TERMINATION. This Agreement may be terminated for convenience by either party by providing 3 days written or electronic notice to the other party. If at any time during the term of this Agreement Fifty States FSBO discovers that any actions of Member violate the laws of New York, any other entity in the United States, or the United States government, this Agreement shall immediately terminate.

16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

17. AMENDMENT. This Agreement may not be modified or amended in any form except in writing signed by both parties.

18. SEVERABILITY. If any provision of the Agreement (or portions thereof) are held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement will not in any way be affected or impaired thereby unless said illegality forces a complete termination of the Agreement.

19. WAIVER OF CONTRACTUAL RIGHT. The failure of Fifty States FSBO to enforce any provision of this Agreement shall not be construed as a waiver or limitation of Fifty States FSBO's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

20. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of New York, not withstanding any conflict of laws provisions.

21. SURVIVAL. Paragraphs 9, 10, 11, 12, 13, 14, 17, 19, 20, 21, 22 and 23 shall survive the termination of this Agreement.

22. INDEPENDENT CONTRACTORS. The parties are independent contractors and are not principal-agents, joint venturers or partners.

 

Copyright Fifty States Realty, Inc 2002, 2003. All rights reserved.

Niagara Falls, New York 14301