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Program Terms

THE BROBASKET AFFILIATE MARKETING PROGRAM AGREEMENT
This Affiliate Marketing Program Agreement (the "Agreement") contains the terms and conditions that apply to your participation in the The BroBasket Affiliate Marketing Program (the "Program").
Please read this Agreement carefully. By clicking "I accept" or by participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand and agree to the terms of this Agreement with EARN, Inc DBA The BroBasket (a 501 (c)3 organization), The BroBasket.org, (“The BroBasket” or "we" or "us" or "our") located at 235 Montgomery Street, Suite 1050, San Francisco, CA 94104 in the State of California, USA. In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not agree to these terms, do not participate in the Program.

  1. ENROLLMENT

In order to participate in this Program, you must enter into an agreement with our designated affiliate marketing network, which at this time is Shareasale.com, Inc., an Illinois corporation ("Shareasale.com"). You agree to comply with the Shareasale.com's Affiliate Service Agreement (the "Shareasale.com Agreement") as a condition of participating in the Program, but the Shareasale.com Agreement is an agreement between you and Shareasale.com. The BroBasket disclaims any responsibility for the acts or omissions of Shareasale.com or other third parties.
We reserve the right to accept or reject your application in our sole discretion. Including in your application all of the websites that you use in your profile will help us make a better decision. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program for so long as this Agreement is not terminated.

  1. WEBSITE RESTRICTIONS

Your participating website(s) and mobile application(s) ("Your Website") may not:

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    1. Infringe on our or any anyone else's intellectual property, publicity, privacy, or other rights.
    2. Violate any law, rule, or regulation or in any way promote or encourage hatred, violence, discrimination or illegal activities.
    3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography, or sexually explicit materials.
    4. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
    5. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
    6. Mislead customers as to the products or services available on Your Website or on the The BroBasket website, located at www.The BroBasket.org (the "The BroBasket Site"), or any other website, mobile application, platform or other site, app, kiosk, or other online property, in each case that are owned, operated, or controlled by The BroBasket (“The BroBasket Online Property”).
    7. Otherwise create liability or risk for The BroBasket or consumers.
  2. LINKING TO OUR WEBSITE

Upon acceptance into the Program, links will be made available to you through solely through the affiliate website designated by The BroBasket (currently, the Shareasale.com affiliate website). Your acceptance in our Program means you agree to abide by the following:

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    1. You will only use the link and linking code obtained from the Shareasale.com or other designated affiliate website without manipulation.
    2. All domains that use your affiliate link must be listed in your affiliate profile on the Shareasale.com or other designated affiliate website.
    3. Affiliates may not advertise our products on websites that they do not own, including, for instance, Google Product Search, Amazon, eBay or any comparison-shopping engines such as Shopzilla or Pricegabber.
    4. Your Website will not in any way copy, resemble, or mirror the look and feel of the The BroBasket Site. You will also not use any means to create the impression that Your Website is the The BroBasket Site or any part of the The BroBasket Site including, without limitation, framing the The BroBasket Site in any manner.
    5. You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating).
    6. You may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.
    7. You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site.
    8. You may not create affiliate tracking links that also contain a tracking link for other referral programs ("Other Referral Programs"). Affiliates are permitted to participate in either the Program or Other Referral Programs but individual links must be specific and exclusive to one of the programs. By participating in this Program, you agree not to claim commission or credit from both the Program and from our Other Referral Programs for the same user.
    9. You may not use your affiliate links to claim commissions for your own purchases on The BroBasket.com.
    10. The links shall be directed to the location on the The BroBasket Site designated by The BroBasket and shall forward the user directly to the The BroBasket Site without any intervening pages, links or pop up menus or screens.
  2. PAY-PER-CLICK ("PPC") GUIDELINES

If you are enrolled in this Program and participate in PPC or similar online advertising, you must adhere to our PPC guidelines as follows:

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    1. You may not bid on any of our Trademarks, as defined in Section 5, including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, Yahoo or any other network.
    2. You may not use our Trademarks in sequence with any other keyword.
    3. You may not use our Trademarks in your ad title, ad copy, display name or as the display URL.
    4. You may not direct link to the The BroBasket Site from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on Your Website.
    5. You may not bid in any manner appearing higher than The BroBasket for any search term in position 1-5 in any auction style PPC advertising program.

If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program and we strongly suggest you add our Trademarks as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program immediately.

  1. TRADEMARKS

Upon acceptance into the Program, The BroBasket grants you a limited, non-exclusive, revocable, royalty-free right to use the Trademarks of The BroBasket during the term of this Agreement solely to in connection with your participation in the Program, provided that you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship or other connection between The BroBasket and you other than your participation in the Program, and (b) harm or adversely affect the Trademarks or the goodwill associated with the Trademarks. All Promotional Materials, as defined in Section 8, used by you containing such Trademarks shall be subject to The BroBasket’s prior written approval. Except for the limited license provided in this Agreement, The BroBasket reserves all rights in and to the Trademarks and the goodwill associated therewith. All uses of the Trademarks by you shall inure to the benefit of The BroBasket. You shall not acquire, directly or by implication, any rights or license in the Trademarks except as expressly provided in this Agreement. Your right to use the Trademarks will terminate immediately if you violate any of the terms of this Agreement. For purposes of this Agreement, "Trademarks" means "The BroBasket," "The BroBasket.org,” “EARN,” the The BroBasket logo and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of The BroBasket as The BroBasket may from time to time notify you to be Trademarks within the meaning of this Agreement.

  1. DOMAIN NAMES

Use of any of our Trademarks as part of the domain or sub-domain (for example The BroBasket.website.com or www.The BroBasket-coupons.com) for Your Website is strictly prohibited.

  1. ADVERTISING & PUBLICITY

Upon acceptance into the Program, The BroBasket grants to you a nonexclusive, nontransferable license (the "License") to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the "Promotional Materials") for display and use on Your Website. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program. The BroBasket may make Promotional Materials available to you to display and use on Your Website provided that the manner of display complies with the following requirements:

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    1. You may only use the Promotional Materials to promote the The BroBasket Site (and the products available thereon), and for linking to the The BroBasket Site.
    2. You shall use only such links to the The BroBasket Site as are provided to you by The BroBasket.
    3. You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by The BroBasket without consent from The BroBasket. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from The BroBasket for such alteration of modification.
    4. You shall not use the Promotional Materials to promote the The BroBasket Site (and the products available thereon) to customers who are not physically located in the United States.
    5. You shall not create, publish, distribute, or print any written materials that make reference to our Program unless you adhere to the following:
      1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to the distribution of any written materials.
      2. Abide by all applicable laws and industry guidelines as well other terms of this agreement.
    6. E-mails must be sent on your behalf and must not imply that the e-mail is being sent on behalf of The BroBasket.
    7. E-mails and any related written materials must first be submitted to The BroBasket for approval prior to being sent.
  2. REVERSAL & COMMUNICATION POLICY

 

The BroBasket reserves the right to reverse credited leads due to cancellations, duplicate tracking, Program violations, and, in accordance with this Agreement, disputed charges. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.

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    1. You are not forthcoming, intentionally vague or are found to be lying.
    2. You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
    3. You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.

If any of the above applies, then we reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon you to ensure that you have the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program.

  1. INTELLECTUAL PROPERTY

Each party hereby acknowledges that, as between the parties, the other party and its licensors own all rights, title and interest in and to their respective websites or mobile applications and other Intellectual Property Rights used in their respective businesses. For the purposes of this Agreement, “Intellectual Property Rights” means all intellectual property rights worldwide, including (a) Trademarks (b) all patents, patent applications and invention disclosures, including the inventions and improvements described and claimed therein; (c) all rights in mask works; (d) all rights in such party’s know-how, trade secrets, ideas, confidential or proprietary information, software, both object and source code, technical information, data, process technology, plans, drawings, inventions and discoveries, whether or not patentable, and (e) all rights in internet web sites, internet domain names, keywords, key word values and attributes, key word clusters and clustering techniques, advertisement creative and account organization on search engines. For the avoidance of doubt, The BroBasket shall own all right, title and interest in and to the Promotional Materials and all information collected from users of the The BroBasket’s websites or mobile application, including without limitation information related to such users’ behavior while on such sites. You shall own all right, title and interest in and to all information collected from users of any websites and mobile applications owned, operated or controlled by you. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Promotional Materials, or in the underlying Intellectual Property Rights, other than the right to use the Promotional Materials in accordance with the License, as set forth in Section 8.

  1. RELATIONSHIP OF PARTIES

This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between The BroBasket and you. You shall provide services for The BroBasket as an independent contractor. You shall have no authority to bind The BroBasket to any agreement, nor shall you be considered to be an agent of The BroBasket in any respect.

  1. AFFILIATE COMMISSIONS

Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for the successful completion of Eligible Account Enrollment. An " Eligible Account Enrollment" occurs when a customer (not you) clicks-through the link (supplied by The BroBasket to you) to the The BroBasket Site and successfully enrolls in The BroBasket’s Program which The BroBasket administrates. To be an Eligible Account Enrollment, the enrollment must be completed by a customer that is physically located in the United States. The current rates of Commission shall be set forth in your Shareasale.com affiliate program located on the Shareasale.com affiliate website. The BroBasket reserves the right to modify the Commission rate from time to time, in its sole discretion. The BroBasket will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to The BroBasket, whether in connection with this Agreement (including any breach hereof by you) or otherwise.

CONFIDENTIAL INFORMATIONFor the purposes of this Agreement, “Confidential Information” means all information, in any form, furnished or made available directly or indirectly by one party to the other whether or not marked confidential, restricted, or with a similar designation, or information which, under the circumstances of its disclosure, a reasonable party would deem to be confidential information. Confidential Information will include: (a) the terms and conditions of the Agreement; (b) all non-public information pertaining to a party’s operations, affairs and businesses, as well as a party’s financial condition and projections, business ventures, strategic plans, and marketing strategies and programs; and (c) any other information that is customarily or reasonably deemed confidential, a trade secret, or otherwise restricted under the circumstances. Confidential Information shall not include any information to the extent it (i) is or becomes a part of the public domain through no act or omission on the part of the receiving party, (ii) is in the receiving party’s possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement, (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, (v) is released from confidential treatment by written consent of the disclosing party, or (vi) is required to be disclosed pursuant to law, court order, subpoena or governmental authority; provided that the receiving party promptly notifies the disclosing party and makes diligent efforts to limit such disclosure to that which is reasonably necessary. Each party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and the receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain perpetually, and shall use prudent methods to cause its employees and agents to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those of its employees who have a need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that its employees and agents do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and (e) it shall return or destroy all copies of Confidential Information upon termination or expiration of the Agreement or, if sooner, request of the other party. Each party shall be responsible for any breach of confidentiality by its employees and contractors, if any. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to permit the disclosing party to intervene and request protective orders or other confidential treatment therefor. Neither party may issue any press release or other public statement regarding this Agreement or the parties’ activities without the prior written or email consent of the other.

  1. COMPLIANCE WITH APPLICABLE LAWS; REPRESENTATIONS AND WARRANTIES.

Compliance with Applicable Laws. Each party shall perform its obligations in a manner that complies with all applicable laws as and to the extent such laws apply or relate to each party, the operation of such party’s website or mobile application, or any other act, activity, or responsibility of such party. Without limitation, Affiliate will post a privacy policy on Your Website (and comply with such privacy policy), obtain any required consents or authorizations with respect to Your Website’s collection, use, and sharing of data, and otherwise comply with applicable laws, including, by way of example, the California Consumer Privacy Act, state online privacy laws, and the Federal Trade Commission’s disclosure rules regarding endorsements. Affiliate shall reasonably cooperate with The BroBasket with respect to The BroBasket’s efforts to comply with applicable laws, including implementing such measures as The BroBasket deems necessary or appropriate to effect such compliance. Affiliate may not, and may not authorize or encourage any third party to, directly or indirectly collect or otherwise process data from a The BroBasket Site other than has been expressly authorized by The BroBasket. Without limitation to the foregoing, to the extent that Affiliate posts links to the Program as an endorsement or review or in any other manner that would render the posted link misleading without such a statement, and where it is not clear that the link is a paid advertisement, Affiliate shall include a clear and concise disclosure statement stating that we are compensating you for directing users to the The BroBasket Site Representations and Warranties. Each party represents and warrants to the other party that (a) it has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated by this Agreement; (b) this Agreement shall not conflict with any other agreement entered into by it or with any laws applicable to it; and (c) it owns (or has been duly licensed) all of the rights in its Trademarks. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING YOUR WEBSITE, THE BROBASKET SITE OR ANY OTHER THE BROBASKET ONLINE PROPERTY, AND ANY PRODUCT, SERVICE OR INFORMATION THEREON OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE BROBASKET DOES NOT WARRANT THAT THE THE BROBASKETSITE OR ANY OTHER THE BROBASKET ONLINE PROPERTY WILL OPERATE UNINTERRUPTED OR ERROR-FREE.LIMITATION OF LIABILITYTO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL THE BROBASKET’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE PAYMENTS TO AFFILIATE HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. THE LIMITATIONS OF LIABILITY UNDER THIS SECTION 15 SHALL NOT APPLY TO (i) CLAIMS ARISING FROM A BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 1, (ii) A PARTY’S INDEMNIFICATION OBLIGATIONS CONTAINED IN SECTION 16, OR (iii) CLAIMS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. INDEMNIFICATIONIndemnity Obligation. Each Party (the “Indemnifying Party”) hereby agrees to defend, indemnify and hold harmless the other Party, and its respective officers, directors, shareholders, affiliates, and employees (each, an “Indemnified Party”) from and against any losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees, court costs and expert witness fees, if applicable) (collectively, “Losses”) arising directly out of a claim or action brought against an Indemnified Party by a third party (collectively, the “Claims”) resulting from breach by the Indemnifying Party of (a) Sections 4, 5, 10, 12, 13 or 14 of this Agreement or any covenant made by the Indemnifying Party under this Agreement, (b) the operation of the Indemnifying Party’s website, mobile application or other online property in contravention of any law or regulation, including, without limitation, any foreign laws or regulations, (c) the infringement by the Indemnifying Party’s website, mobile application or other online property or any of the Indemnifying Party’s Trademarks or use thereof as contemplated under this Agreement of any copyright, trademark or other proprietary right of a third party, or (d) any other claim related to the Indemnifying Party’s website, mobile application or other online property. Indemnification Procedures. The indemnification obligations set forth in this Section 167 are contingent on (a) prompt written notice by the Indemnified Party to the Indemnifying Party of any third party Claim for which indemnity may be sought under this section (provided, however, that any failure or delay in providing such notice shall not relieve the Indemnifying Party of its obligations except to the extent that the failure or delay actually and materially prejudices the Indemnifying Party’s defense of such third party Claim), and (b) reasonable cooperation of Indemnified Party, at the Indemnifying Party’s expense, to facilitate such defense or settlement. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to a third party Claim for which it is defending an Indemnified Party hereunder without the prior written consent of such Indemnified Party unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the party making a claim, (ii) results in the full and general release of the Indemnified Party from all liabilities arising or relating to, or in connection with, such third party Claim and (iii) involves no finding or admission of any violation of law, regulation or the rights of any person and no effect on any other claims that may be made against the Indemnified Party.

 

TERMINATION

Your participation in the Program shall begin upon your acceptance as an affiliate by The BroBasket and shall end when terminated by either party. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Website regarding The BroBasket, and cease any and all use of Promotional Materials, Trademarks or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Subject to Section 11, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Enrollments that occurred prior to such termination. The BroBasket reserves the right to terminate the Program at any time upon notice to you.

  1. MODIFICATION

We may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified term.

  1. SOCIAL MEDIA

Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:

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    1. You ARE allowed to promote offers to your own followers; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages.
    2. You are PROHIBITED from posting your affiliate links on The BroBasket’s Facebook, Instagram, Twitter, Pinterest, etc. company pages in an attempt to turn those links into affiliate sales.
  2. OPERATIONS OUTSIDE UNITED STATES

The BroBasket does not offer services outside the United States.

  1. GENERAL
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    1. Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal or against public policy, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by a party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
    2. Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of The BroBasket, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
    3. Nonwaiver. Any failure by The BroBasket to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.
    4. Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the Shareasale.com Agreement, the provisions of this Agreement shall prevail.
    5. Entire Agreement. This Agreement contains the final and entire agreement of the parties with respect to your participation in the Program and supersedes all previous and contemporaneous oral or written negotiations or agreements on the subject matter herein. The parties understand and acknowledge that there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either written or oral, except as stated in this Agreement.
    6. Disputes; Governing Law and Forum. Except for a breach of the confidentiality provisions of this Agreement, prior to either party commencing any legal action under this Agreement, the parties agree to try, in good faith, to settle the dispute amicably between executives of the respective parties who have sufficient authority to sign a binding settlement agreement. This Agreement shall be governed by, and shall be construed in accordance with, the laws of the State of California without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction. Exclusive jurisdiction over and venue of any suit arising out of or relating to this Agreement will be in the state and federal courts located in the city and county of San Francisco, California, and each of the parties hereto consents to the personal jurisdiction of, and venue in, those courts.