AXXESS incorporated™
Affiliate Agreement
PARTIES
Pursuant to this
Agreement, Axxess Incorporated of
22 James Street Stamford, CT 06902,
and ___________________________________________________________(“Publisher”)
shall agree to the following terms and conditions for the receipt of advertising
materials ("Creative") from advertising Customers ("Customers"). This includes
the serving, tracking and reporting of each Campaign made on Axxess Incorporated
(the "Axxess Network") to Publisher Websites ("Websites"). This agreement
supercedes pervious agreements.
Pursuant to this Agreement, Publisher is contracting for:
a. membership in Axxess Networks (the “Axxess Network");
b. the receipt of advertising materials and linked URLs ("Creative") from (the “Axxess Network") advertising customers ("Advertisers"); and
c. for certain (the “Axxess Network") serving, tracking and reporting services with respect to advertising campaigns ("Campaigns") displaying the Creative on Publisher's website identified in the application form ("Website" and each webpage within such Website is a "Webpage").
Affiliate Membership: Membership in the (the “Axxess Network") and affiliation with (the “Axxess Network") is subject to prior approval of (the “Axxess Network"). (the “Axxess Network") reserves the right to refuse service to any new or existing Publisher, in its sole discretion, with or without cause, including without limitation, based on the primary language of the Website. Approval of membership in the (the “Axxess Network") is limited only to the specific root URLs for which Publisher has applied for approval on the application form. (the “Axxess Network") reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Publisher or Website for any reason at any time, including without limitation for a breach of any of the Publisher's representations and warranties set forth in 1.4 below, with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted.
1.1 Covered Websites. This Agreement concerns the Website(s) of Affiliate specified in Appendix A (the “Websites”). The Website’s editorial focus shall be as specified therein.
1.2 Ad Serving. (the “Axxess Network") or its designee shall be solely responsible for serving ads to the Available Inventory. (the “Axxess Network") shall provide Affiliate with ad serving code (the "Code"). Affiliate shall at its own expense implement the Code on its Website to enable ad serving. (the “Axxess Network") hereby grants to Affiliate a nonexclusive license to use the Code solely to permit (the “Axxess Network") or its designee to serve ads to the Available Inventory. Affiliate hereby consents (the “Axxess Network") receiving credit for and counting the entire page views associated with the Website, as measured by Media Metrix or any other Internet traffic auditing forums
1.3 Placement. Affiliate shall provide a 468x60 or 728x90 and or combo media space at the top fold of each Website page (the “468x60/728x90 or Combo Space”), a 120x60 space at the top of each Website page for display of the Axxess logo, a 120x600 (Skyscraper) on each web page, a 300x250 (Box Ad) and Pop-Ups/Unders. In addition, the Affiliate may in the future provide one or more of the following items from its Website: (a) one separate 120x600 media spaces, (b) separate 468x60/728x90 media spaces, and (c) advanced media ads (collectively, together with the 468x60 space, the “Available Inventory”), in each case in accordance with as placement templates and instructions provided by (the “Axxess Network").
1.4 Representation: ("Websites") represents and warrants that: (1) it is the owner or is licensed to use the entire contents and subject matter contained in the Website; (2) the Website is free of any "worm", "virus" or other device that could impair or injure any person or entity; (3) the Website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement; (4) the Website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (5) Publisher is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply (6) the Website does not and will not infringe any copyright, trademark, patent or other proprietary right. Publisher grants Axxess, Inc. and the customer the right and license to transmit the Creative to the Website; and (7) The Publisher and the Website do not produce or provide any adult content, including without limitation, any content that is in violation of applicable obscenity and child pornography laws.
1.5 Fraud and Deception: (the “Axxess Network") audits Publisher's Website traffic on a daily basis. Publishers that commit fraudulent activities or a breach of this Agreement, including false clicks, false impressions, and incentives clicks, will have their membership permanently removed from the (the “Axxess Network") and will not be compensated for fraudulent traffic. All proceeds from Websites with fraudulent activity will be refunded to Advertisers. All (the “Axxess Network") Creative must be served from a (the “Axxess Network") server or serving location. Stored images that are loaded from a different location will not count towards any statistic or payment. Publisher agrees to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of the (the “Axxess Network") system is prohibited. Publisher shall not induce visitors to click on Creative based on incentives, provided, however, that, with the prior approval of (the “Axxess Network"), certain language may appear above or below Creative served by (the “Axxess Network"). The following methods of generating visitor interest are unacceptable and may, at (the “Axxess Network") sole discretion, be grounds for Publisher's dismissal from the (the “Axxess Network"):
· Use of unsolicited email or inappropriate newsgroup postings to promote the Website;
· Auto-spawning of browsers;
· Automatic redirecting of users;
· Clicking on Publisher's own banners;
· Blind text links;
· Misleading links;
· Or any other method that may lead to artificially high numbers of impressions or clicks.
Payment
2.
Payment to Publisher:
(the
“Axxess Network")
will collect
advertising revenues and fees directly from Advertisers for placing Creative and
Campaigns on the Website. Unless otherwise agreed in writing between (the
“Axxess Network")
and
(“Publisher),
(the
“Axxess Network")
shall remit
70% of Net Campaign Revenues to
(“Publisher).
In this Agreement "Net Campaign Revenues" mean the gross dollar sums actually
received by (the
“Axxess Network")
from the sale
of Publisher's Campaigns to Advertisers, less any payment transaction fees,
Campaign referral fees, cost-of-money/bad-debt fees, and applicable Creative
serving and tracking fees. (the
“Axxess Network")
reserves the
right to set and negotiate specific payment terms on an individual basis.
Unless otherwise specified,
(the
“Axxess Network")
shall make all payments no later then 90 days following the end of each
calendar month (which, in the case of Net Revenues, means when
Axxess, Inc.
collects payment) to
make payments to
(“Publisher”)
or
15 days from
(the
“Axxess Network")
receipt of
the applicable funds from Advertisers.
All payments will be made to
(“Publisher”)
in gross without
deduction for income taxes and will not include deduction for (and Affiliate
shall pay), any sales, use or similar tax associated with such payment.
No cheques will be issued for any amounts less than US$50, provided however,
that all unpaid Net Campaign Revenues will rollover to and be paid to
(“Publisher”)
in the
next pay period in which aggregate Net Campaign Revenues exceed US$50. (the
“Axxess Network"),
reserves the absolute right not to pay any
(“Publisher”)
that
violate, in (the
“Axxess Network")
sole
discretion acting reasonably, any of the terms and conditions of this Agreement
3. Termination:
This Agreement may be terminated by (the “Axxess Network") immediately if
Publisher is in breach of this Agreement or fails to disclose, conceals or
misrepresents itself in any way. (the “Axxess Network") reserves the right to
terminate (“Publisher”) relationship with the (the “Axxess Network") at any
time, with or without cause. Either party may terminate this Agreement for
convenience upon 30 days written notice. Termination notice may be provided by
(the “Axxess Network") via email, facsimile or certified mail. Termination
notice may be provided by (“Publisher”) to (the “Axxess Network") upon the
following address:
Axxess, Inc.
22 James Street
Suite 1
Stamford, CT 06902
Upon receipt of such termination notice, (“Publisher”) agrees to immediately
remove from the Website (the “Axxess Network") html code for serving Creative
from (the “Axxess Network"). Both parties shall cease to display and remove the
other party's trade-marks, logos, hyperlinks and other intellectual property
marks from their respective Websites and all other materials. (“Publisher”) will
be paid, on the same payment cycle as detailed in section 2, all amounts due up
to the time of termination.
4. No Warranty. EACH PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein.
General
5 Not a Minor. Affiliate represents that he or she is not a minor or that this Agreement also has been signed by (“Publisher”) parent or legal guardian.
5.1 Limit of Liability. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER, ARISING, INCLUDING NEGLIGENCE) IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR OBLIGATIONS ARISING UNDER SECTION 2, NEITHER PARTY SHALL BE LIABLE FOR MORE THAN THE AMOUNTS AXXESS, INC. ACTUALLY PAID TO THE AFFILIATE IN THE PRIOR 3 MONTHS BEFORE THE CLAIM AROSE.
5.2 Entire Agreement. This Agreement is the entire understanding and agreement of the parties, and supercedes any and all oral or written agreements or understandings between the parties (including as applicable any existing Affiliate Agreement(s) between the parties), as to the subject matter of the Agreement. It may be changed only by writing by the parties.
5.3 Miscellaneous. Affiliate shall not disclose this Agreement’s terms to any third party. This Agreement will be governed by and construed in accordance with Connecticut law without regard to conflict of law principles. Both parties submit to personal jurisdiction in Connecticut, and any cause of action related tot his Agreement shall be brought in a court in the Stamford/Norwalk judicial district. The parties are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Any notices hereunder shall be in writing and delivered to the address specified herein or such other address as specified in writing. Notice shall be deemed given: upon personal delivery; or if sent by certified or registered mail, postage prepaid, five days after the date of mailing. Axxess, Inc. may freely assign its rights or delegate its duties under this Agreement. The parties represent and warrant that they are free to enter into this Agreement and that no contract, court order or other legal impediment exists to entering into this Agreement. The waiver of a breach of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. If any provision is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.
APPENDIX A
WEBSITES
The following websites owned by Affiliate are included in this Agreement:
Site URL Editorial Focus
1. _______________________________________________
2. _______________________________________________
3. ___________________________________
(Attach additional sheets if necessary). [ ] Additional Appendix A attached if checked.
AXXESS, INC.:
By: Axxess, Inc.
Name: Jose R. Rivera______
Title: CEO
Address: 22 James Street Suite 1
Stamford, CT 06902
AFFILIATE:
By: ________________________________
Name: _____________________________
Title: Webmaster/Owner
Address:
_________________________
_________________________________