PUBLISHER AGREEMENTThis Publisher Agreement (“Agreement”) will govern your participation in an Engagement through the ShareASale with Yellow Box Corporation (hereafter referred to as “US” or “WE”). Please sign all relevant parts of this Agreement and return back to US. WE will notify you as soon as practicable of acceptance of such application. Your site may be rejected in our sole discretion as unsuitable for participation as a Yellow Box Corporation affiliate. If your site is rejected, you may reapply to be an affiliate at any time. This Agreement is made between you (hereafter referred to as “YOU”) and US. Neither ShareASale nor any of its corporate affiliates are parties in this Agreement. The purpose of this Agreement is that both parties desire to establish the general terms and conditions which shall govern advertising and commission arrangements between YOU and US, resulting from our participation in ShareASale’s network. TERMS AND CONDITIONS:In consideration for the promises set forth below, each party agrees as follows:Offers and EngagementsFrom time to time, WE may post on ShareASale offers (each, an “OFFER”) to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (as defined below). Upon Your acceptance of one of our Offers, you agree to have entered into an “Engagement.” Each Engagement shall be governed by the terms and conditions set forth in this Agreement. However, in the event of any inconsistency between this Agreement and any specified terms of the Engagement, the terms of the Engagement shall govern. At any time, including during the time, YOU display a Qualifying Link on one of YOUR websites, WE may, with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad that WE have submitted for an Offer or an Engagement. YOU agree to promptly (within 24 hours) implement any request from US to remove, alter or modify any such graphic or banner ad.Your ResponsibilitiesYOU hereby agree to comply with all applicable laws.YOU are solely responsible for the development of your site and its functionality. YOU will link YOUR site to the areas within Yellow Box Corporation’s site using special URLs specified in the Engagement (hereafter referred to as the “Required URLs”). YOU may post as many links to the Required URLs and the rest of Yellow Box Corporation’s site as you would like. YOU may not, unless otherwise agreed upon, go to Yellow Box’s website to pull images/collateral to be used on YOUR site to promote and drive traffic to OUR website. YOU may only use the images/collateral that WE provide. The position, prominence and nature of links on YOUR site shall comply with any requirements specified in the Engagement, but otherwise will be in YOUR discretion and control. To the extent the links do not comply with OUR requirements, WE may terminate the Engagement at any time. YOU agree not to make any representations, warranties, or other statements concerning US, OUR site any of OUR products or services, or OUR site policies, except as expressly authorized by the Engagement. YOU agree that YOUR site will not in any way copy or emulate Yellow Box Corporation’s site in look or feel, nor will YOU take any action or make any statements to create the impression that YOUR site is part of or endorsed by OURS, including incorporating OUR tool bars into YOUR site or framing OUR site in anyway, except with OUR express written consent. YOU also agree that YOUR site will not in any way incorporate names, logos or trademarks that are proprietary to Yellow Box Corporation. YOU are responsible for notifying US and ShareASale of any malfunctioning of the Required URLs or other problems with YOUR participation in the Engagement. WE will respond promptly to all concerns upon receipt of YOUR notification.WE reserve the right to review contents on YOUR site and determine if it represents OUR brand. Should WE determine that WE are not representied in a manner that aligns with OUR brand, YOU will be required to promptly (within 24 hours) remove all links and references to US. Commissions WE agree to pay YOU the commission specified in the Engagement if WE sell to a visitor to OUR site (a “Customer”) a product or service that is the subject of the Engagement and if that Customer has accessed OUR site and purchased the product or service via a Qualifying Link and not otherwise returned or failed to pay for such product or service. No telephone based purchases, regardless of the original contact of the purchaser shall be included in commissionable sales. All commissions paid shall be paid on net sales revenue to Yellow Box Corporation less any discounts or coupons and exclusive of taxes, shipping and handling, gift wrapping or other services, credit card fraud and bad debt and allocations for returned items. No commissions will be paid on the purchase of gift certificates, adjustments, reorders and corporate gift cards.A “Qualifying Link” is a link from YOUR site to OUR site using one of the Required URLs, or any other URL provided by US for use in the ShareASale network, if it is the last link to OUR site that the Customer uses during a Session where a sale of a product to the Customer occurs. A “Session” is the period of time beginning from a Customer’s initial contact with OUR site via a link from YOUR site and terminating when the Customer either returns to OUR site via a link form another site or other than YOUR site or the Engagement expires or is terminated.WE shall have the sole right and responsibility for processing all orders made by Customers. YOU acknowledge that all agreements relating to sales to Customers shall be between US and the Customer.All determinations of Qualifying Links and whether a commission is payable will be made by US and will be final and binding on both YOU and US. Prices for the products will be set solely by US in OUR discretion.Ownership and LicensesEach party owns and shall retreating all rights, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and propriety technology, including but not limited to, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. We grant to YOU a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and propriety technology, as designated in the Engagement or during the registration process for ShareASale, on YOUR site solely for the purpose of creating links form YOUR site(s) to OUR site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, YOU may not copy, distribute, modify, reverse engineer, or create derivative works from the same. YOU may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. YOU grant US a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by YOU solely for co-branding purpose or as a return link from OUR site to YOUR site(s). WE will remove such graphic or banner ad upon YOUR request. TerminationEither party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the ShareASale network. Termination of an Engagement shall not terminate this Agreement or any other Engagement.Either party may terminate this Agreement at any time, for any reason. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.RepresentationsEach party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party’s site will not:Infringe on any third party’s copyright, patent, trademark, trade secret or any other proprietary rights or right of publicity or privacy; Violate any applicable law, statute, ordinance or regulation;Be defamatory or libelous;Be lewd, pornographic or obscene; Violate any laws regarding unfair competition, anti-discrimination or false advertising;Promote violence or container hate speech; orContain viruses, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Cross-IndemnificationEach party hereby agrees to indemnify, defend and hold harmless the other party and its publishers, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.ShareASale Required ProvisionsLimitation of Liability In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. The parties agree that ShareASale and its publishers, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.GeneralEach party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If YOU need to send official correspondence, send it via registered mail to OUR headquarters to the attention of OUR legal department. By accepting any Offer through the ShareASale network, YOU will be deemed to have executed, will be bound by the terms and conditions of this Agreement. The provisions of this Agreement are Independent of each other, and no provision shall be affected or rendered unenforceable by virtue of the fact that for any reasons any of them may be invalid or unenforceable in whole or in part.
