Innovative Concepts in Entertainment, Inc.
Program Terms
To be an authorized Super Chexx affiliate of icechexx.com, you agree to abide by the terms and conditions contained in this agreement.
Please read this agreement carefully before registering and using the icechexx.com service as an affiliate. By signing up for the ICE Super Chexx affiliate program, you indicate your acceptance of this agreement and its terms and conditions.
This Operating Agreement (Agreement contains the terms and conditions that apply to your participation as a Publisher in the ICE Super Chexx Affiliate Program (the affiliate Program and to the establishment of links from the Publisher Web Site to the ICE Super Chexx Web Site at www.icechexx.com.
As used in this Agreement, (i) "Super Chexx" or "Sponosr" means Innovative Concepts in Entertainment, Inc. ("ICE") or any of its parents, subsidiaries, affiliates and entities owned or under common control, as applicable, and (ii) you or our and the publisher means the person or entity that is enrolled in and is a member of the ICE Super Chexx Affiliate Program. The Super Chexx Site means, the www.icechexx.com web site, , or any other additional Super Chexx web sites that are determined to be eligible for the Affiliate Program at our sole discretion.
THIS IS A LEGALLY BINDING AGREEMENT. BY COMPLETING AND SUBMITTING THE ONLINE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS OPERATING AGREEMENT.
1. Enrollment
a. To begin the enrollment process, you must submit a complete Super Chexx Affiliate Program application via the icechexx.com Web site. ICE will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Super Chexx Affiliate Program for any or no reason, including, but not limited to, inclusion of content, or links to such material that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, violent or that:
b· promotes or depicts violence (i.e., murder, selling weapons, cruelty, abuse, etc.);
c. promotes pornographic or sexually explicit materials;
d. promotes discrimination based on gender, race, religion, nationality, disability, sexual orientation or age;
e. promotes or offers peer to peer file sharing methodologies that may allow consumers to infringe the intellectual property rights of others;
f. violates copyrights, trademarks, or any other intellectual property rights of Best Buy its parents, subsidiaries, or affiliates or any other person or entity;
g. includes "Super Chexx" or any variations or misspellings thereof in the domain name or other HTML tags, including page titles, metatags, or HTML comment tags.
h. Employees of Innovative Concepts in Entertainment, Inc. or any service provider or agency doing business with us and receiving direct compensation (all hereinafter referred to as a "Related Party") and the immediate family members of such employees are not allowed to participate in the ICE Super Chexx Affiliate Program. .
If we reject your application, you are welcome to reapply to the ICE Super Chexx Affiliate Program.
2. Promotion of Affiliation
a. As an Affiliate Program Publisher, we will make available to you a variety of graphic and textual links ("Links" or "Link"), which, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.
b. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You agree not to alter Links or their content in any way unless we provide such option through www.icechexx.com. You also agree that you will display in your site only those graphic or textual images (indicating a Link) that are provided by us, and you will immediately substitute such images with any new images that are provided by us from time to time throughout the term of this Agreement. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site. In addition, we encourage (but do not require) you to include a Link to the home page of our site.
c. You also agree to comply with our requirements for removing Links on a timely basis. Any Links that promote deals or prices with an expiration date or that are time sensitive must be removed from your site upon expiration of the promotion or time period. We will not be required to pay you any commission for sales made pursuant to a Link referencing an expired promotion or other deal. Failure to remove expired Links may lead to your termination as a Publisher in our sole discretion.
d. You agree that you will not post any promotional offers, advertised prices or any other information generated by or relating to Super Chexx (regardless of origination of such information) for posting on Publisher sites prior to the date and/or time identified by www.icechexx.com as the start date/time for the posting of such information, or keep any such information posted on your sites after the end date and/or time identified by Best Buy. Failure to abide by these terms shall be treated as a posting with a negative impact on www.icechexx.com as set forth in section 10.g. of this Agreement subject to the terms of section 5.g.
3. Our Responsibilities
We will be responsible for providing the information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for: (i) processing every order placed by a customer following a special Link from your site; (ii) tracking the volume and amount of sales generated by your site; and (iii) providing information to Affiliate Program Publishers regarding sales statistics via the www.icechexx.com Affiliate Service. Our order processing obligations will include order entry, payment processing, shipping of products, performance of services, cancellations, returns and related customer service.
4. Commission Determination
Only ICE Super Chexx products that are: (i) sold through the icechexx.com Web Site; (ii) purchased by users linking to icechexx.com from your site pursuant to a Link; (iii) actually shipped by icechexx.com to a U.S. or Canadian shipping address and billed to a U.S. or Canadian billing address; and (iv) for which www.icechexx.com has received full payment will qualify for a commission ("Qualifying Purchases"). No commissions will be paid for product or service orders that are canceled or returned, which such cancellations and returns will be deducted on an on-going basis but no less frequently than monthly.
Commission rates will be based on the aggregate amount actually paid to www.icechexx.com for Qualifying Purchases, excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, credits for canceled orders and returned goods ("Net Sales").
g. In the event you fail to abide by the terms set forth in this Agreement (relating to the posting of certain information to the disadvantage of icechexx.com), you acknowledge and agree that unpaid commissions otherwise payable under this section shall be reduced as follows:
(i) www.icechexx.com will not pay any commissions on sales of any product or service where the sale was completed through an error or anomaly on the Web Site related to any information posted on the Publisher or related site with respect to such error or anomaly.
(ii) Commissions otherwise payable to a Publisher for any month shall be forfeited where information prohibited is posted to the Publisher or related site, regardless of whether sales of any products or services which were the subject of such posted information occurred, and Publisher may be terminated immediately at the sole discretion of ICE.
5. Commission Payments
Commission Payments shall be made as set forth in the Publisher Service Agreement.
6. Policies/Pricing/Product/Service Descriptions
Customers who buy products or services from the www.icechexx.com Web Site through the Affiliate Program will be deemed to be customers of www.icechexx.com. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, privacy, and www.icechexx.com product and service will apply to those customers.
We may change our policies and operating procedures at any time.
7. License
a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR WEB SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE SUPER CHEXX OR ICE TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US BUT ONLY IN THE FORMS THAT WE PROVIDE TO YOU (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF LINKING YOUR SITE TO OUR SITE, WHERE YOUR USERS CAN PURCHASE PRODUCTS FROM OUR WEB SITE. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. WE RESERVE ALL OF OUR RIGHTS IN THE LICENSED MATERIALS. YOU ACCEPT THESE RIGHTS AND LICENSES SUBJECT TO THE TERMS AND CONDITIONS IN THIS AGREEMENT.
b. You agree that the nature and quality of all services provided by you in connection with this Agreement and all related advertising and promotional uses shall conform to high standards of quality and will not impugn the goodwill of ICE, Super Chexx or the Licensed Materials. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light.
c. You agree to not use, register or seek to register any trademark, service mark or domain name that contains any words that may be confusingly similar to any ICE or Super Chexx Web Site(s) (including the site of any ICE parent, subsidiaries, or affiliates), including, but not limited to, the words "Super Chexx" and "Chexx".
d. You are only entitled to use the Licensed Materials to the extent that you are a Publisher in good standing of the Affiliate Program. We may revoke your license at any time in our sole discretion, by terminating the relationship between you and www.icechexx.com via the Affiliate Account Manager interface. If we give you such notice, you must immediately discontinue all use of the Licensed Materials.
8. Obligations Regarding Your Site
a. You are solely responsible for, and we have no liability for, the development, operation, or maintenance of your site, or for any materials contained on your site.
b. You agree that your site will not, in any way, copy or resemble the look and feel of our site, nor will you create the impression that your site is our site or is a part of our site, nor will you frame any page on the www.icechexx.com Web Site being viewed by a user of your site who links to www.icechexx.com through a Link.
c. You agree that your site does not currently contain and will not contain any content, or links to such material, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, or violent as more fully set forth in Section 1 (Enrollment).
d. You also agree that your site will not contain any content from our site or any materials that are proprietary to ICE, except with our prior written permission, or to the extent that materials are obtained by you strictly in accordance with the provisions of this Agreement. You agree not to purchase or otherwise contract with any third party to exploit any of the ICE or Super Chexx marks for the purpose of causing the Publisher site to appear as a search result in any search engine or for any other reason.
e. You agree that your Publisher site will not use any form of mass email communication ("spam") as a marketing tool for the site or for any other purpose related to this Agreement and that any mass email generated by you or your Publisher site will conform in all respects with all applicable local, state and federal laws, regulations and rules including the CAN-SPAM Act.
f. When promoting Super Chexx via external paid search engines, which may include, but are not limited to, entities such as Google, Yahoo! and MSN, the following guidelines must be followed: (i) you must not give the impression that you are, or represent, ICE or www.icechexx.com, through use of phrases such as Official Site (ii) you must not bid on select trademarks and brand names designated by www.icechexx.com, including but not limited to: Super Chexx and Chexx (iii) you must not outbid www.icechexx.com for top placement on select trademarks and trade names designated by www.icechexx.com, including but not limited to: Super Chexx and Chexx (iv) you must not target the brand names of any entities that are direct competitors of Super Chexx, or otherwise engage in marketing practices that are illegal or violate the rights of any third party; and (v) you must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading. You agree that, following notice from www.icechexx.com, you will promptly remove any search listing containing copy and/or creative components that www.icechexx.com, in its sole discretion, deems inappropriate for any reason.
g. You agree that your Publisher site, and any other website operated by you or related to your Publisher site, will not, and will not permit users to, post on the site or any bulletin board or chat room associated with the site any information relating to an ICE Web Site that may be used by others to take advantage of errors or anomalies discovered on www.icechexx.com (e.g., pricing errors, shopping cart errors, discount calculations) to the disadvantage of www.icechexx.com. In the event any such information is posted to the Publisher or related web site, you agree to remove it promptly upon becoming aware of such information and take steps to discourage your users from posting such information. Failure to abide by these terms may lead to a loss of unpaid commissions from www.icechexx.com to you, or termination, as provided in section 5.g. of this Agreement.
9. Term of Agreement and Termination
The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by using the Expire button within the Affiliate Account Manager interface. ICE and www.icechexx.com may terminate this Agreement at any time for your breach of this Agreement or of the Publisher Service Agreement, and may terminate you without cause upon seven (7) days prior written notice of termination by using the Expire option within the Affiliate Account Manager interface. You are only eligible to earn commissions on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related Qualified Purchases are not canceled or returned or as otherwise outlined above. We may extend any new transactions for one additional commission period to ensure that the correct amount is paid.
10. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion by providing you with seven (7) days prior written notice via offering new terms and conditions attached to a new Program Term. Modifications may include, but are not limited to, changes in the scope of available commissions and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program will constitute binding acceptance of the change.
11. Relationship of Parties
You, ICE and www.icechexx.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. You will not make any representations regarding the association of www.icechexx.com or Super Chexx with you.
12. Disclaimers
NEITHER ICECHEXX.COM NOR ITS SUPPLIERS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR TO ANY SUPER CHEXX PRODUCTS OR SERVICES SOLD BY WWW.ICECHEXX.COM THROUGH THE AFFILIATE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, NEITHER ICECHEXX.COM, ICE NOR ITS SUPPLIERS MAKE ANY REPRESENTATION THAT THE OPERATION OF THE ICECHEXX.COM WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER ICECHEXX.COM, ICE NOR ITS SUPPLIERS WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
13. Representations and Warranties
You represent and warrant to us that: (i) you have the right and authority to enter into this Agreement and perform your obligations under the Agreement; (ii) you are the sole and exclusive owner of the Publisher trademarks and have the right and power to grant to us the license to use your trademarks in the manner provided for in this Agreement; (iii) you are an adult of at least 18 years of age; and (iv) you are not an employee or immediate family member of an employee of a Related Party as described in Section 1 b. above; and (iv) if you are an employee or immediate member of an employee of a party described in Section 1 b. above that is NOT a Related Party, you have complied with any applicable rules or policies of such party concerning participation in the Affiliate Program.
14. Confidentiality
You agree that all customer information related to the ICE Super Chexx Affiliate Program belongs to us. You agree to protect as secret all Super Chexx Affiliate Program customer information and Affiliate Program business and sales information related to us, you, or our suppliers, including, without limitation, information relating to sale pricing, promotions and weekly specials (collectively, "Information"), not to disclose Information to any third parties, and not to use Information for any purpose other than the purposes of this Agreement. You agree to protect Information using methods at least as protective as those you use to protect your own information of a confidential nature, but in no event, using less than a standard of reasonable care.
15. Limitation of Liability
NEITHER WWW.ICECHEXX.COM, ICE NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU WAIVE ALL RIGHTS TO ANY CLAIMS FOR ANY SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF WWW.ICECHEXX.COM, ICE AND ITS SUPPLIERS WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
16. Indemnification
You agree to indemnify, defend and hold harmless www.icechexx.com, ICE and its subsidiaries and affiliates, and suppliers, and their directors, officers, employees, and shareholders, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, ("Losses") insofar as such Losses, or actions in respect of Losses, arise out of or are based on (i) any claim that our use of Publisher 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; or (iii) any claim related to your site, including, without limitation, claims regarding content on your site.
17. Uncontrollable Circumstances
www.icechexx.com's performance under this Agreement shall be excused to the extent that its performance is hindered, delayed or made commercially impractical by causes beyond its reasonable control.
18. 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 (subject to the restrictions contained in this Agreement specific to those referrals contemplated herein) or operate Web sites that are similar to or compete with your Web site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
21. Governing Law
This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in the federal or state courts located in Buffalo, New York, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement. 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.
Last Revision Date: August 2012
Please read this agreement carefully before registering and using the icechexx.com service as an affiliate. By signing up for the ICE Super Chexx affiliate program, you indicate your acceptance of this agreement and its terms and conditions.
This Operating Agreement (Agreement contains the terms and conditions that apply to your participation as a Publisher in the ICE Super Chexx Affiliate Program (the affiliate Program and to the establishment of links from the Publisher Web Site to the ICE Super Chexx Web Site at www.icechexx.com.
As used in this Agreement, (i) "Super Chexx" or "Sponosr" means Innovative Concepts in Entertainment, Inc. ("ICE") or any of its parents, subsidiaries, affiliates and entities owned or under common control, as applicable, and (ii) you or our and the publisher means the person or entity that is enrolled in and is a member of the ICE Super Chexx Affiliate Program. The Super Chexx Site means, the www.icechexx.com web site, , or any other additional Super Chexx web sites that are determined to be eligible for the Affiliate Program at our sole discretion.
THIS IS A LEGALLY BINDING AGREEMENT. BY COMPLETING AND SUBMITTING THE ONLINE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS OPERATING AGREEMENT.
1. Enrollment
a. To begin the enrollment process, you must submit a complete Super Chexx Affiliate Program application via the icechexx.com Web site. ICE will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Super Chexx Affiliate Program for any or no reason, including, but not limited to, inclusion of content, or links to such material that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, violent or that:
b· promotes or depicts violence (i.e., murder, selling weapons, cruelty, abuse, etc.);
c. promotes pornographic or sexually explicit materials;
d. promotes discrimination based on gender, race, religion, nationality, disability, sexual orientation or age;
e. promotes or offers peer to peer file sharing methodologies that may allow consumers to infringe the intellectual property rights of others;
f. violates copyrights, trademarks, or any other intellectual property rights of Best Buy its parents, subsidiaries, or affiliates or any other person or entity;
g. includes "Super Chexx" or any variations or misspellings thereof in the domain name or other HTML tags, including page titles, metatags, or HTML comment tags.
h. Employees of Innovative Concepts in Entertainment, Inc. or any service provider or agency doing business with us and receiving direct compensation (all hereinafter referred to as a "Related Party") and the immediate family members of such employees are not allowed to participate in the ICE Super Chexx Affiliate Program. .
If we reject your application, you are welcome to reapply to the ICE Super Chexx Affiliate Program.
2. Promotion of Affiliation
a. As an Affiliate Program Publisher, we will make available to you a variety of graphic and textual links ("Links" or "Link"), which, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Program and will establish a link from your site to ours.
b. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You agree not to alter Links or their content in any way unless we provide such option through www.icechexx.com. You also agree that you will display in your site only those graphic or textual images (indicating a Link) that are provided by us, and you will immediately substitute such images with any new images that are provided by us from time to time throughout the term of this Agreement. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site. In addition, we encourage (but do not require) you to include a Link to the home page of our site.
c. You also agree to comply with our requirements for removing Links on a timely basis. Any Links that promote deals or prices with an expiration date or that are time sensitive must be removed from your site upon expiration of the promotion or time period. We will not be required to pay you any commission for sales made pursuant to a Link referencing an expired promotion or other deal. Failure to remove expired Links may lead to your termination as a Publisher in our sole discretion.
d. You agree that you will not post any promotional offers, advertised prices or any other information generated by or relating to Super Chexx (regardless of origination of such information) for posting on Publisher sites prior to the date and/or time identified by www.icechexx.com as the start date/time for the posting of such information, or keep any such information posted on your sites after the end date and/or time identified by Best Buy. Failure to abide by these terms shall be treated as a posting with a negative impact on www.icechexx.com as set forth in section 10.g. of this Agreement subject to the terms of section 5.g.
3. Our Responsibilities
We will be responsible for providing the information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for: (i) processing every order placed by a customer following a special Link from your site; (ii) tracking the volume and amount of sales generated by your site; and (iii) providing information to Affiliate Program Publishers regarding sales statistics via the www.icechexx.com Affiliate Service. Our order processing obligations will include order entry, payment processing, shipping of products, performance of services, cancellations, returns and related customer service.
4. Commission Determination
Only ICE Super Chexx products that are: (i) sold through the icechexx.com Web Site; (ii) purchased by users linking to icechexx.com from your site pursuant to a Link; (iii) actually shipped by icechexx.com to a U.S. or Canadian shipping address and billed to a U.S. or Canadian billing address; and (iv) for which www.icechexx.com has received full payment will qualify for a commission ("Qualifying Purchases"). No commissions will be paid for product or service orders that are canceled or returned, which such cancellations and returns will be deducted on an on-going basis but no less frequently than monthly.
Commission rates will be based on the aggregate amount actually paid to www.icechexx.com for Qualifying Purchases, excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, credits for canceled orders and returned goods ("Net Sales").
g. In the event you fail to abide by the terms set forth in this Agreement (relating to the posting of certain information to the disadvantage of icechexx.com), you acknowledge and agree that unpaid commissions otherwise payable under this section shall be reduced as follows:
(i) www.icechexx.com will not pay any commissions on sales of any product or service where the sale was completed through an error or anomaly on the Web Site related to any information posted on the Publisher or related site with respect to such error or anomaly.
(ii) Commissions otherwise payable to a Publisher for any month shall be forfeited where information prohibited is posted to the Publisher or related site, regardless of whether sales of any products or services which were the subject of such posted information occurred, and Publisher may be terminated immediately at the sole discretion of ICE.
5. Commission Payments
Commission Payments shall be made as set forth in the Publisher Service Agreement.
6. Policies/Pricing/Product/Service Descriptions
Customers who buy products or services from the www.icechexx.com Web Site through the Affiliate Program will be deemed to be customers of www.icechexx.com. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, privacy, and www.icechexx.com product and service will apply to those customers.
We may change our policies and operating procedures at any time.
7. License
a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR WEB SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE SUPER CHEXX OR ICE TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO US BUT ONLY IN THE FORMS THAT WE PROVIDE TO YOU (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF LINKING YOUR SITE TO OUR SITE, WHERE YOUR USERS CAN PURCHASE PRODUCTS FROM OUR WEB SITE. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. WE RESERVE ALL OF OUR RIGHTS IN THE LICENSED MATERIALS. YOU ACCEPT THESE RIGHTS AND LICENSES SUBJECT TO THE TERMS AND CONDITIONS IN THIS AGREEMENT.
b. You agree that the nature and quality of all services provided by you in connection with this Agreement and all related advertising and promotional uses shall conform to high standards of quality and will not impugn the goodwill of ICE, Super Chexx or the Licensed Materials. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light.
c. You agree to not use, register or seek to register any trademark, service mark or domain name that contains any words that may be confusingly similar to any ICE or Super Chexx Web Site(s) (including the site of any ICE parent, subsidiaries, or affiliates), including, but not limited to, the words "Super Chexx" and "Chexx".
d. You are only entitled to use the Licensed Materials to the extent that you are a Publisher in good standing of the Affiliate Program. We may revoke your license at any time in our sole discretion, by terminating the relationship between you and www.icechexx.com via the Affiliate Account Manager interface. If we give you such notice, you must immediately discontinue all use of the Licensed Materials.
8. Obligations Regarding Your Site
a. You are solely responsible for, and we have no liability for, the development, operation, or maintenance of your site, or for any materials contained on your site.
b. You agree that your site will not, in any way, copy or resemble the look and feel of our site, nor will you create the impression that your site is our site or is a part of our site, nor will you frame any page on the www.icechexx.com Web Site being viewed by a user of your site who links to www.icechexx.com through a Link.
c. You agree that your site does not currently contain and will not contain any content, or links to such material, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, or violent as more fully set forth in Section 1 (Enrollment).
d. You also agree that your site will not contain any content from our site or any materials that are proprietary to ICE, except with our prior written permission, or to the extent that materials are obtained by you strictly in accordance with the provisions of this Agreement. You agree not to purchase or otherwise contract with any third party to exploit any of the ICE or Super Chexx marks for the purpose of causing the Publisher site to appear as a search result in any search engine or for any other reason.
e. You agree that your Publisher site will not use any form of mass email communication ("spam") as a marketing tool for the site or for any other purpose related to this Agreement and that any mass email generated by you or your Publisher site will conform in all respects with all applicable local, state and federal laws, regulations and rules including the CAN-SPAM Act.
f. When promoting Super Chexx via external paid search engines, which may include, but are not limited to, entities such as Google, Yahoo! and MSN, the following guidelines must be followed: (i) you must not give the impression that you are, or represent, ICE or www.icechexx.com, through use of phrases such as Official Site (ii) you must not bid on select trademarks and brand names designated by www.icechexx.com, including but not limited to: Super Chexx and Chexx (iii) you must not outbid www.icechexx.com for top placement on select trademarks and trade names designated by www.icechexx.com, including but not limited to: Super Chexx and Chexx (iv) you must not target the brand names of any entities that are direct competitors of Super Chexx, or otherwise engage in marketing practices that are illegal or violate the rights of any third party; and (v) you must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading. You agree that, following notice from www.icechexx.com, you will promptly remove any search listing containing copy and/or creative components that www.icechexx.com, in its sole discretion, deems inappropriate for any reason.
g. You agree that your Publisher site, and any other website operated by you or related to your Publisher site, will not, and will not permit users to, post on the site or any bulletin board or chat room associated with the site any information relating to an ICE Web Site that may be used by others to take advantage of errors or anomalies discovered on www.icechexx.com (e.g., pricing errors, shopping cart errors, discount calculations) to the disadvantage of www.icechexx.com. In the event any such information is posted to the Publisher or related web site, you agree to remove it promptly upon becoming aware of such information and take steps to discourage your users from posting such information. Failure to abide by these terms may lead to a loss of unpaid commissions from www.icechexx.com to you, or termination, as provided in section 5.g. of this Agreement.
9. Term of Agreement and Termination
The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by using the Expire button within the Affiliate Account Manager interface. ICE and www.icechexx.com may terminate this Agreement at any time for your breach of this Agreement or of the Publisher Service Agreement, and may terminate you without cause upon seven (7) days prior written notice of termination by using the Expire option within the Affiliate Account Manager interface. You are only eligible to earn commissions on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related Qualified Purchases are not canceled or returned or as otherwise outlined above. We may extend any new transactions for one additional commission period to ensure that the correct amount is paid.
10. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion by providing you with seven (7) days prior written notice via offering new terms and conditions attached to a new Program Term. Modifications may include, but are not limited to, changes in the scope of available commissions and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program will constitute binding acceptance of the change.
11. Relationship of Parties
You, ICE and www.icechexx.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. You will not make any representations regarding the association of www.icechexx.com or Super Chexx with you.
12. Disclaimers
NEITHER ICECHEXX.COM NOR ITS SUPPLIERS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AFFILIATE PROGRAM OR TO ANY SUPER CHEXX PRODUCTS OR SERVICES SOLD BY WWW.ICECHEXX.COM THROUGH THE AFFILIATE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, NEITHER ICECHEXX.COM, ICE NOR ITS SUPPLIERS MAKE ANY REPRESENTATION THAT THE OPERATION OF THE ICECHEXX.COM WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER ICECHEXX.COM, ICE NOR ITS SUPPLIERS WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
13. Representations and Warranties
You represent and warrant to us that: (i) you have the right and authority to enter into this Agreement and perform your obligations under the Agreement; (ii) you are the sole and exclusive owner of the Publisher trademarks and have the right and power to grant to us the license to use your trademarks in the manner provided for in this Agreement; (iii) you are an adult of at least 18 years of age; and (iv) you are not an employee or immediate family member of an employee of a Related Party as described in Section 1 b. above; and (iv) if you are an employee or immediate member of an employee of a party described in Section 1 b. above that is NOT a Related Party, you have complied with any applicable rules or policies of such party concerning participation in the Affiliate Program.
14. Confidentiality
You agree that all customer information related to the ICE Super Chexx Affiliate Program belongs to us. You agree to protect as secret all Super Chexx Affiliate Program customer information and Affiliate Program business and sales information related to us, you, or our suppliers, including, without limitation, information relating to sale pricing, promotions and weekly specials (collectively, "Information"), not to disclose Information to any third parties, and not to use Information for any purpose other than the purposes of this Agreement. You agree to protect Information using methods at least as protective as those you use to protect your own information of a confidential nature, but in no event, using less than a standard of reasonable care.
15. Limitation of Liability
NEITHER WWW.ICECHEXX.COM, ICE NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU WAIVE ALL RIGHTS TO ANY CLAIMS FOR ANY SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF WWW.ICECHEXX.COM, ICE AND ITS SUPPLIERS WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
16. Indemnification
You agree to indemnify, defend and hold harmless www.icechexx.com, ICE and its subsidiaries and affiliates, and suppliers, and their directors, officers, employees, and shareholders, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, ("Losses") insofar as such Losses, or actions in respect of Losses, arise out of or are based on (i) any claim that our use of Publisher 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; or (iii) any claim related to your site, including, without limitation, claims regarding content on your site.
17. Uncontrollable Circumstances
www.icechexx.com's performance under this Agreement shall be excused to the extent that its performance is hindered, delayed or made commercially impractical by causes beyond its reasonable control.
18. 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 (subject to the restrictions contained in this Agreement specific to those referrals contemplated herein) or operate Web sites that are similar to or compete with your Web site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
21. Governing Law
This Agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in the federal or state courts located in Buffalo, New York, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement. 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.
Last Revision Date: August 2012