| If your site is determined unsuitable at any time, we may terminate this Agreement. |
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| 2) Modification: 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. |
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| 3) Link on Your Site: We will provide you with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with specific "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such specific link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such specific link formats are referred to as "Specific Links." You will only earn referral fees with respect to activity on our site occurring directly through Specific Links. We will not be liable to you with respect to any failure by you to use Specific Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement. We may cancel this agreement at our option, at any time, if you fail to display the specific link in a prominate location on your web site. |
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| 4) Order Processing: We will process Product orders placed by customers who follow Specific Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. 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 Specific Links from your site to our site. |
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| 5) Referral Fees: We will pay you referral fees on certain Product sales to third parties according to referral fee schedules to be established by us. For a Product sale to be eligible to earn a referral fee, the customer must follow a Specific Link from your site to our site, select, and purchase the Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us. Referral fees are paid on Product sales excluding costs for shipping, handling, taxes, service charges, credit card processing fees, and bad debt. The current referral fee schedule is 10% on sales direct from your site and 5% on second tier commissions. A second tier commission results from sales through an affiliate member who has joined by a click through from your site. |
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| 6) Referral Fee Payment: We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned on our sales of MultiSource Products that were shipped during that quarter, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar quarter are less than $200, we will hold those referral fees until the total amount due is at least $200 or (if earlier) until this Agreement is terminated. If a Product that generated a referral fee is returned by the customer, we will debit your account in the amount of the referral fee credited to your account. If the corresponding referral fee debited to your account exceeds the amount of accrued referral fees due you, the difference will be billed you or deducted from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the referral fee which you will agree to remit within
30 days of invoice. We reserve the right to pay referral fees more frequently than on a quarterly basis. Prior to receiving any payment, you must provide information required by federal or state tax laws for reporting taxes if such information is requested by us. |
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| 7) Policies and Pricing: Customers who buy products through this Program will be deemed to be customers of MultiSource. Accordingly, all MultiSource rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. We will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time, and therefore, you may not include product price information in your site. |
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| 8) Limited License: We grant you a nonexclusive, revocable right to use the graphic image provided to you by us for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice. |
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| 9) 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 ensuring that materials posted on your site do not violate 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 libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. |
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| 10) 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. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. |
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| 11) 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. |
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| 12) Disclaimers: We make no express or implied warranties or representations with respect to the Program or that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. |
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| 13) 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 AGREEMENT. |
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| 14) Miscellaneous: This Agreement will be governed by the laws of the United States and the State of California, 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 San Diego, California, 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. |
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