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| Jewishbooksonline Associates Programme
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| Associates Programme Operating Agreement |
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This Agreement contains the complete terms and conditions that
apply to an individual's or entity's participation in the Jewishbooksonline
Associates Programme (the "Programme"). As used in this Agreement,
"we" (and "us" and "our") means Jewish Books, and "you" (and "your")
means the applicant. "Site" means a World Wide Web site and, depending
on the context, refers either to our site at http://www.jewishbooksonline.co.uk
or to your site. Save for our obligation to pay referral fees
under Section 4, which may be performed solely by us, we may cause
any of our obligations under this Agreement to be fulfilled by
any of our affiliates, including Jewishbooksonline, on our behalf.
- Enrolment in the Programme
To begin the enrolment process, you need to submit a complete
Programme application via our site. We will evaluate your application
in good faith and will notify you of your acceptance or rejection.
We may reject your application if we determine (at our sole discretion)
that your site is unsuitable for the Programme. Unsuitable sites
include, but are not limited to, those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age
- promote illegal activities
- breach intellectual property rights
If we reject your application, you are welcome to reapply to the
Programme at any time. You should also note that if we accept
your application and your site is thereafter determined (at our
sole discretion) to be unsuitable for the Programme, we may terminate
this Agreement.
- Links on Your Site
We grant you a revocable, non-exclusive, world-wide, royalty-free
licence for the duration of the term of this Agreement, solely
for purposes of facilitating referrals from your site to our site,
to establish and maintain lists, links and search boxes as contemplated
below:
Product Links: You may select one or more Products to list
on your site. A "Product" is any product listed on our site.
For each selected Product, you will display on your site a short
description, review, or other reference. You will be responsible
for the content, style and placement of these references. You
will provide a special link (as defined below) from each Product
reference on your site to the corresponding Jewishbooksonline
catalogue entry. Each link will connect directly to a single
item in the Jewishbooksonline catalogue, using a special link
format that we give you (a "special" link). You may add or delete
Products (and related links) from your site at any time without
our approval. Those books that are individually listed and linked
as described above are referred to as "Individually Linked Books".
You may not list Products on your site that are not "Products"
as defined above.
General Link to Jewishbooksonline Homepage: You may provide
a general link on your site to our homepage http://www.Jewishbooksonline.co.uk.
We will provide you with guidelines and graphical artwork to
use in linking to the Jewishbooksonline homepage.
Except for the licence granted under this Section 2, you do
not obtain any rights under this Agreement in any intellectual
property, including, without limitation, any intellectual property
with respect to the Special Links, link formats, technical specifications,
guidelines or graphical artwork referenced above, or with respect
to the Jewishbooksonline domain name.
- Order Processing
We will process Product orders placed by customers who follow
Special Links from your site to the Jewishbooksonline site. We
reserve the right to reject orders that do not comply with any
requirements that we or Jewishbooksonline periodically may establish.
We will be responsible for all aspects of order processing. Among
other things, we will prepare order forms; process payments, cancellations
and returns; and handle customer service. We will track sales
made to customers who purchase Products using Special Links from
your site to our site and will send you reports summarising this
sales activity. The form, content and frequency of the reports
may vary from time to time at our discretion. To permit accurate
tracking, reporting and fee accrual, you must ensure that the
Special Links between your site and our site are properly formatted.
We will not be liable for paying referral fees on purchases that
are not correctly tracked and reported because the links between
your site and our site are not properly formatted.
- Referral Fees
For a product sale to generate a referral fee, the customer must
follow a Special Link (in the format specified by us) from your
site to the Jewishbooksonline site; purchase the Product on the
Jewishbooksonline site using our automated ordering system; accept
delivery of the Product at the delivery destination and remit
full payment to Jewishbooksonline. We will not, however, pay referral
fees on any Products that are added to a customer's Shopping Basket
after the customer has re-entered our site (other than through
a special link from your site), even if the customer previously
followed a link from your site to our site. Further, we will not
pay referral fees on any Products purchased from any site operated
by us or our affiliates other than the Jewishbooksonline site.
The Programme is intended for commercial use only and you
may not purchase Products through the Programme for your own
use. In addition to any other rights we may have, such purchases
may result (at our sole discretion) in (a) the withholding of
referral fees and/or (b) the termination of this Agreement.
You acknowledge that these remedies, while not exclusive, are
a reasonable assessment of the damage we will suffer as a result
of a breach of this clause by you. Products that are entitled
to earn referral fees under the rules set forth above are hereinafter
referred to as "Qualifying Products".
In addition, you may not directly or indirectly offer any
person or entity any consideration or incentive (including,
without limitation, payment of money or awarding of any benefits)
for using Special Links on your site to access our site (e.g.:
by implementing any "rewards" programme for persons or entities
who use Special Links on your site to access our site). If we
determine, in our sole discretion, that you have offered any
person or entity any such consideration or incentive, we may
(without limiting any other rights or remedies available to
us) withhold any referral fees otherwise payable to you under
this Agreement.
- Referral Fee Schedule
You will earn referral fees based on Qualifying Revenues according
to referral fee schedules to be established by us. "Qualifying
Revenues" are revenues derived by us from our sales of Qualifying
Products, excluding costs for dispatching, handling, gift-wrapping,
taxes (including VAT if any), service charges, credit card processing
fees and bad debt. The current referral fee schedule is:
- 7% of the Qualifying Revenues generated on for sales of
each Individually Linked Book that, on the date of order,
is listed in the Jewishbooksonline catalogue and that is added
to the customer's Shopping Basket directly from the page that
results from following the hypertext link to the Individually
Linked Book.
- 5% of the Qualifying Revenues generated on for sales of
all other Qualifying Products, including: Individually Linked
Books that, on the date of order, are listed in the Jewishbooksonline
catalogue at the publisher's list price (such as special order
books) or at a deep discount of more than 30 per cent off
the publisher's list price
You should note that only books can qualify as "Individually Linked
Books" and that the referral fee for any Qualifying Products other
than books is 5 per cent, regardless of whether such item is individually
listed on your site, up to a maximum of £10 for products
other than books.
- Fee Payment
We will pay you referral fees (including VAT, if any, on presentation
of a valid VAT invoice) on a quarterly basis. Approximately 30
days following the end of each calendar quarter, we will send
you payment for the referral fees earned on Qualifying Products
that were dispatched during that quarter, less any taxes that
we are required by law to withhold. However, if the fees payable
to you for any calendar quarter are less than £25.00, we
will hold those fees until the total amount due is at least £25.00
or (if earlier) until this Agreement is terminated. If a Product
that generated a referral fee is returned by the customer, we
will deduct the corresponding fee from your next quarterly payment.
If there is no subsequent payment, we will send you an invoice
for the fee.
- Policies and Pricing
For the avoidance of doubt, customers who buy Products through
this Programme will be customers of Jewishbooksonline. Accordingly,
all Jewishbooksonline rules, policies and operating procedures
concerning customer orders, customer service and Product sales
will apply to those customers. Such policies and operating procedures
may be changed at any time. For example, Jewishbooksonline will
determine the prices to be charged for Products sold under this
Programme in accordance with its 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 must not include price information in your Product descriptions.
Jewishbooksonline will use commercially reasonable efforts to
present accurate information, but we cannot guarantee the availability
or price of any particular Product.
- Identifying Yourself as an Associate
We will make available to you a small graphic image that identifies
your site as a Programme participant. You must display this logo
or the phrase "In association with Jewishbooksonline" somewhere
on your site. We may modify the graphic image from time to time.
In addition, we encourage (but do not require) you to include
a link to the Jewishbooksonline homepage at http://www.Jewishbooksonline.co.uk.
You may not make any press release with respect to this Agreement
or your participation in the Programme without our prior written
consent, which may be given or withheld in our sole discretion.
You may e-mail associates@Jewishbooksonline.co.uk if you wish
to get written consent.
- Limited Licence
We grant you a nonexclusive, revocable right to use the icon described
in Section 11 and such other images for which we grant express
permission, solely for the purpose of identifying your site as
a Programme participant and to assist in generating Product sales.
You may not modify the icon or any of our images in any way. We
reserve all of our rights in the icon, any other images, our trade
names and trademarks, and all other intellectual property rights.
We may revoke your licence at any time by giving you written notice.
- Responsibility for Your Site
You will be solely responsible for the development, operation
and maintenance of your site and for all materials that appear
on your site. For example, you will be solely responsible for:
the technical operation of your site and all related equipment;
creating and posting Product descriptions on your site and linking
those descriptions to the Jewishbooksonline catalogue using Special
Links and special link formats provided by us; the accuracy and
appropriateness of materials posted on your site (including, among
other things, all Product-related materials) ensuring that materials
posted on your site do not breach or infringe upon the rights
of any third party (including, for example, copyrights, trademarks,
privacy or other personal or proprietary rights; ensuring that
materials posted on your site are not defamatory or illegal. We
and our affiliates disclaim all liability for these matters. Further,
you will indemnify and hold us and our affiliates harmless from
all claims, damages and expenses (including, without limitation,
legal fees) relating to the development, operation, maintenance
and contents of your site.
- Term of the Agreement
The term of this Agreement will begin upon our acceptance of your
Programme 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
of Qualifying Products occurring during the term and fees earned
up to the date of termination will remain payable only if the
related orders are not cancelled or returned. We may withhold
your final payment for a reasonable time to ensure that the correct
amount is paid. Upon termination of this Agreement, you must promptly
return to us, or at our request, destroy any and all of our intellectual
or proprietary property, information and/or materials in your
possession and, subject to receiving written consent to the contrary
from us, remove all hypertext links to our site from your site.
- Modification
We may modify any of the terms and conditions contained in this
Agreement, at any time and at our sole discretion, by posting
a change notice or a new agreement on our site. Modifications
may include, for example, changes in the scope of available referral
fees, fee schedules, payment procedures and Programme rules. IF
ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS
TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE
PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT
ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
- Relationship of Parties
You and we are independent contractors and nothing in this Agreement
will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between the parties
or our respective affiliates. You will have no authority to make
or accept any offers or representations, guarantees or warranties
on our or our affiliates' behalf, including with respect to our
or our affiliates Products or services. You will not make any
statement or representation, whether on your site or otherwise,
that you are connected or affiliated with us or our site other
than for the purpose of referring users to our site as contemplated
under this Agreement, or that otherwise reasonably would contradict
anything in this Section.
- Limitation of Liability
Neither we nor any of our affiliates will be liable for indirect,
special or consequential damages (or any loss of revenue, profits
or data) arising in connection with this Agreement or the Programme,
even if we or any of our affiliates have been advised of the possibility
of such damages. Further, to the fullest extent permitted by law,
our and our affiliates' collective aggregate liability arising
with respect to this Agreement and the Programme will not exceed
the total referral fees paid or payable to you under this Agreement
at the time the act or omission giving rise to the liability occurred.
- Disclaimers
To the fullest extent permitted by law, neither we nor any of
our affiliates makes any express or implied warranties or representations
with respect to the Programme or any Products sold through the
Programme (including, without limitation, warranties of fitness,
merchantability, non-infringement or any implied warranties arising
out of a course of performance, dealing, or trade usage), and
the same are hereby excluded. In addition, neither we nor any
of our affiliates makes any representation that the operation
of our site will be uninterrupted or error-free and none of us
will be liable for the consequences of any interruptions or errors.
- Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO
ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE OR ANY OF
OUR AFFILIATES 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 PROGRAMME AND ARE NOT RELYING
ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET
FORTH IN THIS AGREEMENT.
- Miscellaneous
This Agreement will be governed by the laws of England, without
reference to rules governing choice of laws. 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
provision or any other provision of this Agreement.
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