| CampingSurvival.com Affiliate
Agreement |
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| (Revised 4/6/2004) |
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| This Agreement, made and entered by and between
JHL Supply (“CampingSurvival.com” or “we”), a
New York Corporation, with its principal place of business at 191
West 1st Street North, Fulton, NY 13069, and you, the affiliate (“you”
or “Affiliate”), contains the complete terms and conditions
that apply to your participation in the CampingSurvival.com Affiliate
Program (the “Affiliate Program” or “Program”) |
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| 1. Enrollment in the
Program |
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| You will submit a complete Affiliate Program
application from our site. After we carefully review your application,
we will notify you of your acceptance or rejection to the Program.
We may reject your application (at our sole discretion) if we feel
your site is unsuitable or inconsistent with the mission of CampingSurvival.com.
If your site is accepted, CampingSurvival.com may terminate this Agreement
anytime thereafter if your site is determined (at our sole discretion)
to be unsuitable for the Program. Only sites in English, and based
in the United States or Canada are eligible to participate in the
CampingSurvival.com Affiliate Program. |
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| 2. Promotion of Our
Affiliate Program |
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| Upon your acceptance as an Affiliate Site, we
will make available to you (via CampingSurvival.com’s affiliate
link) a variety of graphic and textual links (the “Links”),
which, subject to the terms and conditions hereof, you may display
as often and in as many areas of your site as you desire. The Links
will serve to identify your site as a member of our Affiliate Network
and will establish a link from your site to ours. |
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| CampingSurvival.com
Agrees To: |
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| • |
Pay Affiliate 3% for every
sale that you refer from your site and 1% for every sale produced
by a referred affiliate. No fees shall be payable if a visitor
leaves the CampingSurvival.com site without purchasing any products. |
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| • |
Pay Affiliate on a monthly basis when your
account has reached a minimum of $25.00. Accounts with a balance
of less than $25.00 will roll over to the next month. |
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| Affiliate Agrees To: |
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| • |
Place CampingSurvival.com links
on your site. |
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| • |
Have sole responsibility for the development,
operation, and maintenance of your site and for all the materials
that appear on your site. |
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| • |
Ensure that all materials posted on your
site are not illegal and do not infringe on the rights of any
person or entity of any kind. We disclaim all liability for
all materials on your site. |
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| • |
Indemnify, defend, and hold us harmless
from all claims, damages, and expenses relating to the development,
operation, and contents of your site. |
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| |
Make sure that your site does not copy
or resemble the look and feel of CampingSurvival.com or create
the impression that your site is our site or a part of our site. |
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| • |
Submit the URLs for all sites you plan
to use to promote CampingSurvival.com via e-mail to . |
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| Publicity |
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| You shall not create, publish, distribute, or
permit any written material that makes reference to us without first
submitting such material to us and receiving our consent. |
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| Confidentiality |
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| Except as otherwise provided in this Agreement
or with the consent of the other party hereto, each of the parties
hereto agrees that all information, including, without limitation,
the terms of this Agreement, business and financial information, customer
and vendor lists, and pricing and sales information, concerning us
or you, respectively, or any of our Affiliates provided by or on behalf
of any of them shall remain strictly confidential and secret and shall
not be utilized, directly or indirectly, by such party for its own
business purposes or for any other purpose except and solely to the
extent that any such information is generally known or available to
the public through a source or sources other than such party hereto
or its affiliates. |
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| Limitation of Liability |
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| 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 Affiliate Network,
even if we have been advised of the possibility of such damages. Further,
our aggregate liability arising with respect to this Agreement and
the Affiliate Program will not exceed the total commissions paid or
payable to you under this Agreement. |
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| Limited License |
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| We grant you a nonexclusive, nontransferable,
revocable right to access our site through the Links solely in accordance
with the terms of this Agreement, for the sole purpose of linking
your site to our site, solely for the purpose of identifying your
site as a participant in the Program and assisting in increasing sales
for CampingSurvival.com. You may not alter, modify, or change the
Links in any way. You are only entitled to use the Links to the extent
that you are a member in good standing of the CampingSurvival.com
Affiliate Program. We may revoke your license anytime by giving you
written notice. |
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| Disclaimers |
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| We make no express or implied warranties or representations
with respect to the CampingSurvival.com Web site or the CampingSurvival.com
Affiliate Program. In addition, we make no representation 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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| Termination |
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| The terms of this Agreement will begin upon acceptance
of your application. This Agreement shall commence on the date of
approval of your Affiliate Program application and shall continue
thereafter in full force and effect until terminated at any time by
either party by giving the other party written notice of termination.
Upon termination of this Agreement for any reason, you will immediately
cease use of, and remove from your site, all Links to our site, and
all CampingSurvival.com trademarks, trade dress, and logos, and all
other materials provided by or on behalf of us to you pursuant hereto
or in connection with the Program. |
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| Modifications |
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| We may modify any of the terms and conditions
of this Agreement at any time. You will be notified by email, and
a change notice will be posted on our site. If the modifications are
unacceptable to you, your only recourse is to terminate this Agreement.
Your continued participation in this Affiliate Program after a change
notice has been posted will constitute binding acceptance of the change. |
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| Anti-Spam Policy |
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| Affiliates will be removed from the CampingSurvival.com
Affiliate Program and forfeit any pending commissions if they are
caught spamming. Spamming is not allowed and will not be tolerated! |
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| Independent Contractors |
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| You and CampingSurvival.com 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. |
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| Representations
and Warranties |
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| You hereby represent and warrant to us as follows: |
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| 1. |
This Agreement has been duly
and validly executed and delivered by you and constitutes your
legal, valid, and binding obligation, enforceable against you
in accordance with its terms. |
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| 2. |
The development, operation, and contents
of your site do not infringe upon the copyright, trademark,
or any other right of any person or entity. |
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| Independent Investigation |
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| 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 CampingSurvival.com Affiliate Program and are not relying on
any representation, guarantee, or statement other than as set forth
in this Agreement. |
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| Fraud |
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| If you commit fraud or falsify information in
connection with the registration of members in CampingSurvival.com
through the Links on your site, this Agreement will be terminated
immediately. In addition, you will be liable to CampingSurvival.com
for any and all damages that CampingSurvival.com suffers as a result
of such actions. You will also be responsible for returning to CampingSurvival.com
all commissions received for fraudulent/falsified members, and we
will not hesitate to pursue all legal causes of action against you
to the fullest extent possible under the law. |
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| Anti-Predatory Advertising
Policy |
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| Affiliates will be removed from the CampingSurvival.com
Affiliate Program and forfeit any pending commissions if they are
utilizing or distributing software downloads that potentially enable
diversions of commission from other affiliates in our program. |
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| Assignment |
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| This Agreement and the rights and obligations
hereunder may not be assigned by you without prior written consent
of CampingSurvival.com. |
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| Reservation of Rights |
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| CampingSurvival.com may terminate this Agreement
at any time if your site is determined (at our sole discretion) to
be unsuitable for the Program, even if your site has not changed since
the time that your Affiliate Program application was accepted. CampingSurvival.com
also reserves the right to monitor Affiliate sites at any time to
determine whether they are in compliance with this Agreement. |
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| Governing Law |
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| This Agreement will be governed by the laws of
the United States and New York, 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 Fulton, NY, 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 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 a provision or
any other provision of this Agreement. |
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| I indicate my approval
of this Agreement and desire to become an Affiliate under these terms
and conditions by filling out and submitting the Affiliate Application
Form. |
