This website affiliate agreement is between LIVEPAGE LLC, a(n) California Limited Liability Company
(the "Owner") and AFFILIATE A, an individual (the "Affiliate").
The Owner is engaged in the business of describe Bookemon is an innovative website that provides a
book creation tool that put personalized pages together into a professional bookstore-quality book. It is
simple and easy, for FREE.
The Affiliate owns and operates one or more websites that are accessible to the public, specifically to be
filled (the "Affiliate Website").
The Owner wishes to engage the Affiliate for the purpose of promoting its website
https://www.bookemon.com (the "Owner Website") and the products and services available for purchase on the Owner Website (the "Owner Products").
The Affiliate wishes to direct users of the Affiliate Website to the Owner Website using a unique URL (an
"Affiliate Link"), and the parties want the Affiliate to receive compensation for purchases made by
customers of the Affiliate who use the Affiliate Link (the "Affiliate Customers") of certain applicable
Owner products and services (the "Affiliate Program").
The parties therefore agree as follows:
1. RESPONSIBILITIES.
(a) Of the Affiliate. The Affiliate shall:
(i) display the Affiliate Link in a manner that does not reflect adversely on the Owner or mislead visitors;
(ii) use reasonable efforts to ensure the Affiliate Link works on the Affiliate Website, and that any visitor who clicks on the Affiliate Link will be connected to the Owner Website;
(iii) refer new, unique and, legitimate customers (i.e., customers not previously existing to the Owner) to the Owner Website via the Affiliate Link;
(iv) adhere to the following "Keyword Buys & Commissions Policy":
A. "Keyword Buy" means any advertisement that appears when certain words are purchased and that matches a given keyword search query, and "Search Engine" means software that acts as a service by searching an index or database and that returns relevant matches based on information typed into a query.
B. The Owner owns the rights to certain trademarks, including those that are listed below. The
Affiliate is prohibited from bidding on Owner trademark terms on all Search Engines, as this
use constitutes a trademark infringement of the Owner's trademarks. This includes any variations, combinations, and lower case variants of these terms with or without the "www" prefix or ".com" suffix. The Owner will not pay a commission on any transactions derived from bidding on any of the following protected trademarked/brand-related keywords, and the Owner may change these terms without notice to the Affiliate: Bookemon
C. The Affiliate may not make Keyword Buys that are confusingly similar to or a derivation of, the Owner's name or other trademarks, including any misspellings or "typo squatting" variants of the Owner's terms.
D. The Affiliate may not use links that automatically redirect the user to the the Owner Website in the Affiliate's search ads. The Affiliate may not use the Owner Website (including all lower or uppercase variations) for any DISPLAY or DESTINATION URL listings used in paid search campaigns, or CLOAK or MASK the Owner Website URL in Search Engines.
E. The Affiliate may not use LivePage, Bookemon or any variation of LivePage or Bookemon in the Affiliate's search ad creative.
(b) Of the Owner. The Owner shall:
(i) provide all assistance to the Affiliate to enable the Affiliate to post the Affiliate Link on the Affiliate Website;
(ii) provide initial information and deliver the materials comprising the Affiliate Link within 10 days of the effective date of this agreement; and
(iii) maintain accurate records of the data used to determine the commissions earned by the Affiliate.
2. TERM AND TERMINATION.
(a) Term. This agreement will become effective as described in section 21 and continue for an initial term of 1 year(s) (the "Term"). Unless either party gives written notice to the other at least 30 days before the end of the Term, this agreement will renew automatically for an additional 1-year term. This automatic extension will continue to apply at the end of each extended period until the agreement is terminated.
(b) Termination Procedures. This agreement may be terminated:
(i) by either party, on provision of 30 days' written notice before the end of a Term;
(ii) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 1 days of receipt of written notice.
(iii) by the Owner at any time and without prior notice, if the Affiliate violates the terms of this agreement, improperly uses the Owner's name, logo, or graphics (other than the proper use of the Owner Marks provided under this agreement) or includes a link to the Owner Website in any form of unsolicited communication such as spam.
If any of the above apply, then Owner reserves the absolute right to reverse orders, set affiliate commission to 0% or suspend Affiliate from the program for the period or orders in question.
(c) Effects of Termination. After the termination of this agreement, all licenses granted under this agreement will terminate unless they are expressly stated as surviving. The parties shall promptly remove all marks of the other party from any website that party controls. The Owner shall promptly pay the Affiliate any outstanding commissions owed to the Affiliate for services rendered before the effective date of the termination.
3. PAYMENT.
(a) Paid Order Fees. The Owners hall pay the Affiliate a commission on any Paid Order made by the Affiliate Customers that the Affiliate refers to the Owner through the Affiliate Link during the term of this agreement. "Paid Order" means an order for which the Owner has received and processed payment, less the cost of returns and charge backs the Owner incurs on any of the Affiliate's referred customer orders.
(b) Calculation of Commission. The Owner shall pay the Affiliate 10% of book revenue generated by Paid Orders for the purchase of a Owner Product by Affiliate Customers.
(c) Timing of Commissions. Commissions will be computed monthly as of the last day of each calendar month and shall be paid within 60 days following the end of the month. Any returns, refunds, charge backs, and fraudulent payments of Paid Orders will be deducted or withheld from the commission payment.
(d) Statements. Quarterly, the Owner shall deliver a statement detailing its computations of the commission. The Owner shall permit the Affiliate reasonable access to the records and data used to determine the commission for purposes of inspection. Any discrepancies between the Owner's records and a commission paid to the Affiliate shall be corrected by the Owner within 30 days of receiving written notification of that discrepancy from the Affiliate.
4. LICENSE.
(a) License. The Owner grants the Affiliate a limited, nonexclusive, nontransferable, nonsublicensable right to maintain the Affiliate Link on Affiliate Website to the Owner Website, in accordance with the terms of this agreement, from which the Affiliate's website visitors can order Owner Products. The Owner also grants Affiliate a nonexclusive, nontransferable license to use certain Owner trade names, trademarks, service marks, trade dress, logos, and other intellectual property used by the Owner in identifying its business (collectively, the "Owner Marks") for the sole purpose of selling Owner Products on the Affiliate Website. The Owner shall provide the Owner Marks to the Affiliate directly. The Affiliate may not use any other Owner intellectual property without the Owner's prior written consent. The Owner reserves all proprietary rights to the Owner Marks and may immediately revoke or adjust the Affiliate's license at any time on written notice.
(b) No Other Use. The Affiliate may not use the Owner Marks for any purpose or on any other media except as stated in this agreement or as the Owner expressly approves, or has approved, in writing.
(c) Modification. The Owner may submit written requests to modify or exclude any Owner Mark from the Affiliate Website and the Affiliate shall accommodate the request as soon as possible.
(d) Affiliate Intellectual Property. The Affiliate grants the Owner a nonexclusive license to utilize the Affiliate's trade names, trademarks, service marks, trade dress, logos, and other intellectual property used by the Affiliate in identifying its business (collectively, the "Affiliate IP") and website, including design, computer software, and other components, authorized by the Affiliate in writing (including by email), for the sole purpose of advertising, marketing, and promoting the Affiliate Program. At any time, the Affiliate may revoke or modify the licenses it has granted to the Owner and the Owner will use reasonable efforts to comply immediately with that revocation or modification.
(e) Representations About Affiliate IP. The Affiliate represents that:
(i) it has all necessary rights, licenses, permits, and clearances to use the Affiliate IP and to offer, sell, or license the goods and services offered through the Affiliate IP and this will not violate any applicable laws or regulations or any third-party rights;
(ii) the Affiliate IP does not violate or infringe any right of privacy, personality, or publicity, trade secrets, patents, copyrights, or trademarks under the laws of any governmental authority, domestic or foreign, or any other right of any third party; and
(iii) the Affiliate IP will not misdirect or mislead Internet users.
5. RESTRICTIONS ON AFFILIATE.
The Affiliate shall not:
(a) use the trademarks, trade names, service marks, or logos of the Owner except the Owner Marks as expressly authorized by the Owner;
(b) create, publish, distribute, or permit any written material that makes reference to the Owner without first obtaining its written consent except as may have been previously agreed between the parties. If the Affiliate uses any Owner content without permission, the Owner may, without limiting other forms of recourse, terminate the Affiliate's status in the Affiliate Program;
(c) create, publish, distribute, or permit any advertising referencing the Owner, except as has been agreed in writing between the parties;
(d) use the Owner's name, logo, graphics or include a link to the Owner Website in any form of unsolicited communication, including unsolicited email (spam). The Affiliate must maintain strict compliance with the CAN-SPAM Act of 2003 and all amendments and modifications to that law;
(e) use the words "Official Site" in the Affiliate's ad creative or display URL. Affiliate may use the words LivePage or Bookemon in certain preapproved ad copy, if that ad copy is not associated with the following words or phrases: best prices, lowest rates, discount, discounted rates, cheap, or a certain percentage off the Owner's prices.
(f) frame, minimize, remove, cause to create a new window, or otherwise inhibit the full and complete display of each website, mirror, cobranded or derivative website belonging to the Owner and its affiliates.
(g) alter the Affiliate Link in any manner including modification of the design, color, format, specification, or content of the Link.
(h) provide incentivized traffic, where offers with incentives or the appearance of incentives including points, lottery, coupon, contest entries or rewards, are used to generate revenue for Affiliate Customers. This includes placing misleading statements near the ad creative (e.g.,"you will win $100") unless such discount or incentive receives prior written approval by the Owner;
(i) serve ad creative, or drive Affiliate Customers to this ad creative, using any downloadable applications or software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable), and serving ad creative that are not initiated by the affirmative action of the the Affiliate Customer without the prior written approval of the Owner; and
(j) warrant that the Affiliate Website is written in English, is content based and not simply a list of links or advertisements, have a top-level domain name and does not promote or contain sexually explicit materials, promote violence or contain violent material, promote or contain libelous or defamatory materials, promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation or age. If the Affiliate violates any of these restrictions, the Owner may withhold commissions earned under this agreement, or immediately suspend or terminate the Affiliate's status as an affiliate.
6. OWNER RIGHTS.
(a) Right to Monitor Affiliate Website. The Owner has the right, but not the duty, to monitor the Affiliate Website. The Owner shall notify the Affiliate of any modification that the Owner reasonably requests be made to the Affiliate Website in connection with posting the Affiliate Link. If the Affiliate fails to make that change, the Owner may terminate the agreement immediately on written notice.
(b) Right to Remove Link. The Owner may direct the Affiliate to remove, and the Affiliate shall remove, the Affiliate Link from the Affiliate Website at any time and for any reason.
7. CONFIDENTIAL INFORMATION.
(a) Definition. "Confidential Information" means this agreement and all nonpublic information of a party, in whatever form, pertaining to the business of that party, including information relating to that party's finances, customer records, and information, and all associated documentation and materials that the party disclosing the information (in that capacity, a "Disclosing Party") designates as being confidential when disclosing it to the other party (in that capacity, a "Receiving Party"), or that, under the circumstances of disclosure, ought to be treated as confidential by the Receiving Party. Confidential Information also includes any information relating to the Disclosing Party's parent, subsidiaries, and affiliates. Confidential Information does not include information or data that is:
(i) known to the Receiving Party before its disclosure by the Disclosing Party without an obligation of confidentiality under another agreement;
(ii) independently developed by the Receiving Party without use of any Confidential Information;
(iii) in the public domain when the Receiving Party seeks to disclose or make use of it, other than as a result of disclosure by the Receiving Party; or
(iv) received by the Receiving Party from a third party with a legal or contractual right to disclose that information or data.
(b) Disclosure. The Receiving Party shall not use or disclose the Confidential Information of the Disclosing Party except in connection with the exercise of its rights or the performance of its obligations under this agreement. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person other than its employees, agents, or independent contractors who have a need to know it in connection with this agreement, and who are under obligations of confidentiality substantially similar to this section. The Receiving Party shall protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in any case with reasonable care. All Confidential Information made available under this agreement, including copies, shall be returned or destroyed by the Receiving Party, and certified as having been returned or destroyed, promptly after the termination of this agreement.
(c) Exceptions. A Receiving Party will not be in violation of this section if it discloses Confidential Information that is required to be disclosed because of a valid order by a court or other governmental body or by applicable law or by the rules of any nationally recognized stock exchange. However, under these circumstances, the Receiving Party shall notify the Disclosing Party in writing of that disclosure to permit the Disclosing Party to seek confidential treatment of that information.
