This Affiliate Program provides participants the ability to earn commissions as compensation for distributing the AskPCExperts Product (the "Product") available at Pure Networks' AskPCExperts Web site located at www.AskPCExperts.com and generating online purchases of the Product. To accomplish this, participants log in to the Affiliate Program Web site located at url www.linkshare.com (the "Program Site") and utilize a self-service Web application to access AskPCExperts.com links, banner ads, and other integration elements that link to the AskPCExperts.com Site (collectively, the "Integrations"). Participants may include any or all such Integrations on their sponsoring Web sites. When users purchase the Product during the term of this Agreement, the relevant participant is eligible for a commission for such purchase as described in Section 3 (Commission Fees) below.
If you are a member of The LinkShare AskPCExpertsT, you only need to read and agree to this Agreement. If you are not a member of The LinkShare Network, you must complete a registration form (available through www.AskPCExperts.com/affiliates) to join The LinkShare Network and then read and agree to this Agreement. AskPCExperts.com will evaluate your registration form and notify you regarding the status of your website ("Site") in the Pure Networks' AskPCExperts Affiliate Program ("Program"). We may reject your application after initial approval if we determine (in our sole discretion) that your Site is unsuitable for the Program.
In order to join the Affiliate Program, you must enter into this Agreement and you must also provide Linkshare with the information required in the online application form at the Program Site. As part of this process, U.S.-based Participants must provide AskPCExperts.com with a social security number or taxpayer ID number for payment and record keeping purposes.
Pure Networks will pay you a commission fee on each Qualifying purchase of the Product purchased during a Qualifying Session through a qualifying link. A "Qualifying Link" is a link from the Partner's (aka, affiliate) Site to AskPCExperts.com using one of the Required URLs or any other URL provided by AskPCExperts.com for use in The LinkShare Network. Furthermore, it must be the last link to AskPCExperts.com that the Customer uses during a Session where a sale of a product or a Product to Customer occurs.
A "Session" is the period of time beginning from a Customer's initial contact with AskPCExperts.com via a link from the Partner's site and terminating when the Customer either returns to AskPCExperts.com via a link from a site other than Partner's site (listed above) or the Engagement expires or is terminated.
Qualifying Purchase means a first-time purchase of the Product purchased by a customer that was directed through an affiliate site. Purchases must take place before the allotted number of "Return Days" expires (Return Days are subject to change and further information will be provided in the specific offer). Purchases of additional Products (including, but not limited to CD purchases and subsequent Purchases) are intentionally excluded from the definition of Qualifying Purchase and no commission fees shall be paid to Participant on the basis thereof.
Please Note: If a Qualifying Purchase for which a Commission Fee is paid to Participant is later refunded, within 90 days of initial purchase, or charged back, the relevant Commission Fee will be deducted from the next payment sent to Participant following such event. In addition, charge backs and refunds will be counted against the aggregate number of Qualifying Purchases in determining eligibility for the bonus program.
Pure Networks reserves the right to change any of the terms and conditions in this Agreement, including the payment terms described in this Section 3, by posting a new agreement on the Affiliate Web site (or any successor or replacement site and/or any necessary charge-backs or refunds), as described below in more detail in Section 14 (Modifications).
Within approximately 5 business days after the end of each calendar month during the Term, Pure Networks shall deliver to you, via Linkshare, (1) the aggregate Commission Fees and Referral Fees (less any taxes required to be withheld under applicable law) due to you with respect to the previous calendar month. (That is, at the end of January, you will be paid for Decembers commissions).
If you desire to promote AskPCExperts.com (i) by purchasing, either directly or indirectly, search terms from websites, search engines or other directory or referral services (e.g., Overture, Google, and Yahoo!), (ii) by incorporating keyword text into meta tags or websites or by using other search engine optimization techniques, or (iii) by offering, either directly or indirectly, any consideration or incentives to potential purchasers to register for AskPCExperts.com, including without limitation, payment of money, rebates, discounts or other benefits, you must first get written permission from us, which may be given or withheld in our sole and absolute discretion. We reserve the right to revoke such permission at any time for any or no reason whatsoever. You shall not, in any way, utilize pop-over Advertisements or Spyware to promote AskPCExperts.com. In addition to the foregoing requirement and as consideration for our entering into this Agreement with you, you agree not to bid or otherwise purchase, either directly or indirectly, the search terms "AskPCExperts" or "Pure Networks" or any misspelling or variant thereof from websites, search engines or other directory referral services.
You shall replace any Advertising displayed on your site with any new Advertising provided by AskPCExperts.com within ten (10) days after receiving notice from us of the new Advertising. You shall not modify any Advertisement in any way. Your site shall not in any way copy or resemble the look and feel of AskPCExperts.com, nor shall you create the impression that your site is AskPCExperts.com or a part of AskPCExperts in any way. You shall not use AskPCExperts or Pure Networks or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of AskPCExperts.com.
In the event that you would like to pursue the opportunity to market the sponsoring Web site by email using AskPCExperts.com's name or branding, please contact Pure Networks as indicated in the Section 19 (Notice) of this Agreement. In the event that you meet certain criteria, and agree to sign an addendum to this Agreement regarding email practices, including, among other things, compliance with the CAN-SPAM Act of 2003, Pure Networks may allow you to send out email campaigns that include AskPCExperts.com's name and/or branding. However, AskPCExperts.com reserves the right to reject any such request in its sole discretion.
Merchant and Partner jointly and severally hereby agree to indemnify, defend, and hold harmless The LinkShare AskPCExperts™ and LinkShare Corporation and its affiliates, officers, directors, employees and agents (collectively, "LinkShare") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto.
The parties agree that LinkShare may rely on any data, notice, instruction or request furnished to LinkShare by either party which is reasonably believed by LinkShare to be genuine and to have been sent or presented by a person reasonably believed by LinkShare to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve LinkShare, LinkShare may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of LinkShare's counsel shall be within the costs and disbursements covered by the indemnity specified above.
"Pure Networks" shall have the sole right and responsibility for processing all orders made by Customers. Partner (the affiliate) acknowledges that all agreements relating to sales to Customers shall be between "Pure Networks" AskPCExperts.com and the Customer.
All determinations of Qualifying Links and whether a commission is payable will be made by The LinkShare AskPCExperts™ and will be final and binding on both Pure Networks and Partner. Prices for the products will be set solely by Pure Networks in its discretion.
Sponsoring Web Site. You shall ensure that none of the materials utilized or displayed on the sponsoring Web site, including your logo and preamble text, infringe upon the rights, including the intellectual property rights, of any third parties. You must have permission to use another party's copyrighted material. AskPCExperts.com will not be responsible if you use another party's copyrighted material in violation of the law.
Use of Pure Networks or AskPCExperts.com Intellectual Property. As between the parties, Participant acknowledges and agrees that Pure Networks owns all right, title and interest in and to all patents, copyright, trademarks, trade secrets, service marks, product marks, trade names and other intellectual property in the AskPCExperts.com Site, the Program Site, the Integrations and the Product and any software provided by AskPCExperts.com in connection with this Agreement (the "AskPCExperts.com Intellectual Property"). Participant shall not take any action inconsistent with such ownership by Pure Networks, nor attempt to register any Pure Networks Intellectual Property in any jurisdiction.
Pure Networks hereby grants to Participant, for the Term of this Agreement, a non-exclusive, non-transferable Pure Network's approval, for the express limited purpose of performing under this Agreement. You, by virtue of this Agreement, shall not obtain or claim any right, title or interest in or to the Pure Networks Intellectual Property, except the right of use as specified herein, and you acknowledge and agree that all such use shall inure to the benefit of Pure Networks.
Participant shall use the Pure Networks Intellectual Property only as provided by Pure Networks, and shall not alter the Pure Networks Intellectual Property in any way. Pure Networks shall have the right to monitor the quality of Participant's use of the Pure Networks Intellectual Property. Any references to the Pure Networks Intellectual Property shall contain the appropriate trademark, copyright or other legal notice provided from time to time by Pure Networks. Upon a request from Pure Networks, Participant shall immediately cease use of any and all Pure Networks Intellectual Property, on the sponsoring Web site and elsewhere.
Every customer who buys the Product through this program is deemed to be a customer of Pure AskPCExperts.com. Participant does not have the authority to make or accept any offer on behalf of Pure AskPCExperts.com. All policies regarding customer orders, including pricing and problem resolution, will apply to these customers. Pure AskPCExperts.com is not responsible for any representations made by Participant that contradict Pure AskPCExperts.com's policies.
Furthermore, "Pure Networks" represents that it is the owner of the Advertising and has all ownership or license rights with respect to the contents thereof. AskPCExperts and Affiliate hereby acknowledge and agree that Affiliate shall have no responsibility with respect to the content of the Advertising supplied by AskPCExperts.com hereunder. Any modifications to the Advertising made by Affiliate without the written consent of "Pure Networks" shall void the forgoing and Affiliate shall be liable for any damages arising there from.
The price charged for purchases made under this program will be determined by AskPCExperts.com according to its own pricing policies. Prices may vary from time to time as determined in AskPCExperts.com's sole discretion.
No sponsoring Web site may display any of the following content or engage in any of the following activity:
If AskPCExperts.com is made aware of such content (listed above) at any time it will be grounds for immediate removal from the AskPCExperts.com affiliate program.
Pure Networks will use commercially reasonable efforts to keep the AskPCExperts.com Site, the Program Site and the Product operational. However, certain technical difficulties may, from time to time, result in temporary interruptions. Participant agrees not to hold Pure AskPCExperts.com liable for any of the consequences of such interruptions and should email contact@linkshare.com as soon as the problem is recognized.
This Agreement shall commence on the day it is entered into by the Participant and shall continue until terminated by Participant or AskPCExperts.com as provide herein (the "Term").
During the Term, you will not disparage Pure Networks or AskPCExperts.com or portray these in a derogatory or negative manner. The content of your website will, at all times, be in good taste. You are solely responsible for the development, operation and maintenance of your website and will indemnify, defend and hold AskPCExperts and Pure Networks harmless from any claims arising out of or related to your website.
Pure AskPCExperts.com may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion. Modifications may include, but are not limited to, changes in Referral Fees, payment procedures, and permitted promotional activities. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of change.
Either party, acting in its sole discretion, may choose to cancel this Agreement at any time by written notice of cancellation to the other. Such cancellation will be effective 3 days after such notice. Participants should know that AskPCExperts.com intends to terminate any Participant that generates $0 in Commission Fees during any consecutive 90-day period.
In addition, Pure AskPCExperts.com may terminate this Agreement immediately upon notice to Participant of Participant's breach of any provision of this Agreement.
Any provision of this Agreement that expressly states that it shall survive or which, by its nature, must survive the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement.
Pure Networks makes no warranties, representations or conditions with regard to the Affiliate Program, the AskPCExperts.com Site, the Program Site or the Product, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, Pure Networks expressly disavows any obligation to indemnify Participant or any of its representatives or owners in connection with any lawsuit or other proceeding arising out of any of Participant's user's use of the Pure Networks Site or the Product.
Pure Networks shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the program, even when Pure Networks has been advised of the possibility of such damages. Further, Pure Networks aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total Commission Fees and Referral Fees paid or payable by Pure Networks to Participant under this Agreement.
Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other's business, plans, customers, technology, products and services that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding Purchasers obtained during the Term and the effectiveness of Advertising hereunder are highly confidential and valuable to Pure Networks. Each party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). Each party shall take every reasonable precaution to protect the confidentiality of such information. This Section shall survive termination of this Agreement. Notwithstanding anything in this Section to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain or (iii) released through no fault of the parties will not be considered confidential information hereunder.
All notices and requests in connection with this Agreement will be given in writing and will be deemed given as of (1) the day they are received if sent either by messenger, delivery service, or the U.S. mail or (2) the date sent if delivered by email or fax, and addressed as follows:
If to Pure Networks and/or AskPCExperts (.com):
Pure Networks Attention: AskPCExperts Affiliates 2815 Eastlake Ave Suite 201 Seattle, WA 98119 Email: affiliate@AskPCExperts.com Fax: 206.322.9283
If to Participant: To the postal address, email address and/or fax number provided by Participant to the AskPCExperts.com on the Program Site.
Participant represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation.
Pure AskPCExperts.com shall defend, indemnify and hold Affiliate, its directors, officers, employees, agents, affiliates, successors and assigns harmless from and against any and all third party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of or related to any actual or alleged breach of this Agreement by AskPCExperts.com including without limitation any infringement of any copyright, trademark or other intellectual property right of any third party by the Advertising.
Affiliate shall defend, indemnify and hold AskPCExperts.com, its directors, officers, employees, agents, affiliates, successors and assigns harmless from and against any and all third party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of or related to any breach or alleged breach of this Agreement by Affiliate, including without limitation any breach of Affiliate's obligations and the confidentiality obligations outlined in Section 8.
Any party seeking indemnification under this Section 20 shall promptly notify the indemnifying party in writing of the claim and shall reasonably cooperate with the indemnifying party with respect to such claim. The indemnifying party will be entitled to control the defense and settlement of any claim against which the other party seeks indemnification with counsel of its own choosing and at its own expense; provided that the indemnified party will be entitled to approve any non-monetary settlement.
Participant and AskPCExperts.com are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Participant (affiliate) shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Pure AskPCExpertss/AskPCExperts.com. Subject to the foregoing restriction, this Agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns.
This Agreement shall be governed by the laws of the State of Washington without reference to its choice of law principles. Any legal action, suit or proceeding arising out of or relating to this Agreement will be instituted exclusively in a court of competent jurisdiction, state or federal, located in the State of Washington, King County, and in no other jurisdiction. The parties hereby irrevocably consent to personal jurisdiction and venue in, and agree to service of process authorized by, such courts.
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