Overview. This Agreement contains the complete terms and conditions that apply to your participation in the ML Association DBA Art of the Entry Affiliate Program, in which we pay a commission for traffic or sales generated from referrals (the “Affiliate Program”). Throughout this Agreement, “we,” “us,” and “our” refer to ML Association DBA Art of the Entry, and “you,” “your,” and “yours” refer to the affiliate.
Affiliate Obligations.
2.1. To begin the enrollment process, you must complete and submit the online application at the ShareASale.com server. We may accept or reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Affiliate Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials that infringe or assist others in infringing on any copyright, trademark, or other intellectual property rights, or violate the law
2.1.6. Includes “Art of the Entry” or variations or misspellings thereof in its domain name
2.1.7. Is otherwise unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable in our sole discretion
2.1.8. Contains software downloads that potentially enable the diversion of commissions from other affiliates in our program
2.1.9. Creates or designs a website that explicitly or implicitly resembles our website, or designs a website that leads customers to believe it is ML Association DBA Art of the Entry or any other affiliated business
2.1.10. You shall not (i) bid on “Art of the Entry” or any of our other trademark terms or terms substantially similar thereto; or (ii) engage in any pay-per-click or similar advertising with Google or Bing in connection with the Affiliate Program.
2.2. As a member of the ML Association DBA Art of the Entry Affiliate Program, you will have access to HTML code through the ShareASale network (which provides links to web pages within our website) and banner creatives. To accurately track all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link.
2.3. ML Association DBA Art of the Entry reserves the right, at any time, to review your placement and approve the use of your links and require you to change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and updating of your site are your responsibilities. We may monitor your site as we deem necessary to ensure that it is up-to-date and notify you of any changes that we believe should be made to enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
ML Association DBA Art of the Entry Rights and Obligations.
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, to make sure that your links to our website are appropriate, and to further notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program.
3.2. ML Association DBA Art of the Entry reserves the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you should you commit fraud in your use of the Affiliate Program or abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your affiliate application and will continue unless terminated as provided herein.
Termination. Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email, or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
Modification. We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Affiliate Program rules. Your continued participation in the ML Association DBA Art of the Entry Affiliate Program following the posting of a change notice or new Agreement on our site will indicate your acceptance of the changes.
Payment. ML Association DBA Art of the Entry uses a third party to handle all tracking and payments. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.
Access to Affiliate Account Interface. You will create a password so that you may enter ShareASale’s secure affiliate account interface. From their site, you will be able to receive your reports, which will describe our calculation of the commissions due to you.
Grant of Licenses.
8.1. Subject to the terms of this Agreement, we grant you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the ML Association DBA Art of the Entry Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of ML Association DBA Art of the Entry, and the goodwill associated therewith will inure solely to our benefit.
8.2. Each party agrees not to use the proprietary materials of the other in any manner that is disparaging, misleading, obscene, or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all rights, title, and interest in its respective rights, and no right, title, or interest is transferred to the other.
Disclaimer. ML Association DBA Art of the Entry MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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. TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Representations and Warranties. You represent and warrant that:
10.1. 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;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement without the approval or consent of any other party;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
Limitations of Liability. WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
Indemnification. You hereby agree to indemnify and hold harmless ML Association DBA Art of the Entry, and its subsidiaries and affiliates, and their directors, officers, employees, agents, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your actions hereunder or site, including, without limitation, content therein not attributable to us.
Confidential Information.
(i) All non-public, confidential, or proprietary information, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by the disclosing party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed orally or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential and shall not be disclosed or copied by the Receiving Party without the prior written consent of the Disclosing Party. Confidential Information does not include information that is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party.
(ii) The Receiving Party agrees to use the Confidential Information only to perform its obligations under this Agreement.
(iii) The Disclosing Party shall be entitled to injunctive relief for any violation of this Section.
Miscellaneous.
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and ML Association DBA Art of the Entry. 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 contradicts anything in this section.
14.2. You will not assign any of your rights or delegate any of your obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under this Agreement.
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to its conflicts of law principles.
14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.5. This Agreement represents the entire agreement between us and you and supersedes all prior agreements and communications, oral or written.
14.6. The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary so that the intent of the parties is effectuated, and the remainder of this Agreement shall remain in full force and effect
