This is the Agreement that will govern your participation in an Engagement through the Share A Sale platform with Us. To print a copy of this Agreement, please use your browser's print command.
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 humancentric.com Affiliate. If your site is rejected you may reapply to be an Affiliate at any time.
PUBLISHER AGREEMENT
This Publisher Agreement (this "Agreement") is made between you ("You") and us ("We" or "Us"). Neither Share A Sale nor any of its corporate affiliates are parties to this Agreement.
BACKGROUND
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 the Share A Sale platform.
TERMS AND CONDITIONS
In consideration of the promises set forth below, each party agrees as follows:
1. Offers and Engagements.
1.1. From time to time, We may post on the Share A Sale platform offers (each, an "Offer") to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below).
1.2. If You accept one of our Offers, we will have entered into an "Engagement." Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.
1.3. At any time prior to/or during You displaying a Qualifying Link on one of Your websites, Advertiser 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.
2. Your Responsibilities.
2.1. You hereby agree to comply with all applicable laws.
2.2 You are solely responsible for the development of your site and its functionality. You will link your site to areas within Humancentric.com's site using special URLs specified in the Engagement (the "Required URLs"). You may post as many links to the Required URLs and the rest of Humancentric.com's site as you like on your site. You may not at any time (unless approved by the HumanCenrtic Affiliate team) go to Humancentric.com to pull images/collateral to be used on your site to promote and drive traffic to Humancentric.com. You may only use the images/collateral that we provide through our e-newsletter, the Share A Sale interface, and the merchandiser feed. 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 hereby agree that the position, prominence and nature of links on the Your site shall comply with any requirements specified in the Engagement, but otherwise will be in Your discretion.
2.2. 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 the Humancentric.com 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 Humancentric.com
2.3. You are responsible for notifying Us and Share A Sale of any malfunctioning of the URLs specified in the Engagement (the "Required URLs") or other problems with Your participation in the Engagement. We will respond promptly to all concerns upon receipt of Your notification.
3. Commissions.
3.1. We agree to pay to 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 Humancentric.com 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.
3.2. 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 Share A Sale platform if it is the last link to Our site that the Customer uses during a Session where a sale of a product or a service to 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 from a site other than Your site or the Engagement expires or is terminated.
3.3. 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.
3.4. 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 at Our discretion.
4. Ownership and Licenses.
4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, 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.
4.2. We grant to You a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in the Share A Sale platform, on Your site solely for the purpose of creating links from Your site(s) to Our site(s) 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.
4.3. You grant to 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 purposes or as a return link from Our site(s) to Your site(s). We will remove such graphic or banner ad upon Your request.
5. Termination.
5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the Share A Sale platform. Termination of an Engagement shall not terminate this Agreement or any other Engagement.
5.2. 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.
6. Representations.
6.1. Each 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 (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
6.2. 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.
7. Cross-Indemnification.
7.1. Each 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.
8. General.
8.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
8.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Utah. 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.
8.3. By accepting any Offer through the Share A Sale platform, You agree that you will be deemed to have executed, and will be bound by, this Agreement.
8.4. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
8.5 Promotions and Paid Search Policy
HumanCentric prohibits the use of any HumanCentric promotional codes or coupons that are not made available through Share A Sale, as well as any modification to any creative available in the Share A Sale. Affiliates must use the creative/promotions available to them through Share A Sale.
Affiliates may not promote/post any HumanCentric promotional codes or coupons prior to their start date and only after they are made available in Share A Sale.
At any time, HumanCentric reserves the right to require the affiliate to edit or remove promotional messaging (within 24 hours of notice) if the messaging is deemed by HumanCentric to be misleading or an exaggeration of HumanCentric's intended offer.
HumanCentric requires the affiliate to adhere to HumanCentric brand guidelines by using only official product names, taglines and brand names with proper formatting in all affiliate promotional messaging.
Affiliate agrees not to bid on the HumanCentric name and on any HumanCentric trademarks or any common misspelling or confusingly similar trademarks, on any pay-for-placement search engines, including, but not limited to:
google.com, yahoo.com (overture), ask.com, and msn.com. Affiliate also agrees to not utilize, advertise or otherwise promote, any HumanCentric terms in the headline or description copy associated with pay-for-placement search engines or in meta-tags, keywords, page titles or paid search engine advertising.
If you are currently using any of these trademarks or the word HumanCentric in any search engine positioning technique, please end this practice immediately otherwise we will be forced to terminate your affiliation with HumanCentric.
You must link to your own landing page and not directly to HumanCentric.com when using paid/natural search terms to promote HumanCentric.com unless you have HumanCentric prior written approval. You agree not to alter text copy provided by HumanCentric.com; text may be shortened, but cannot be manipulated. HumanCentric has the right to terminate our relationship if these measures are not met. It will be considered a breach of this Agreement to utilize any promotion, promotion code, coupon or other promotional opportunity that is not specifically authored for the Affiliate Program and explicitly authorized for you use, and we reserve the right to withhold or disallow payment for violations under this section.
Affiliate agrees to not bid on any platform/website/search engine on any of the following terms:
HumanCentric
DockBook
Desk Shelf
Workspace Collection
8.6 Email, contests, & Sweepstakes Policy
You are not allowed to send any email solicitation referring to HumanCentric or containing a link to HumanCentric.com unless you enter into a separate agreement with HumanCentric.com with additional terms and conditions regarding each such mailing, including without limitation terms related to privacy policy communications and opt in representations, warranties and indemnities. If you wish to send such an email, please contact support@HumanCentric.com.
You are not allowed to include, mention or feature HumanCentric in any contests or sweepstakes unless you enter into a separate agreement with HumanCentric.com with additional terms and conditions.
8.7 Reseller Policy
You agree not to buy products or services from the HumanCentric.com site for subsequent resale, or to aid or abet any third party in doing so. You will engage in and utilize all Web best practices in the operation of your site and the presentation of the Qualifying Links, included but not limited to refraining from caching our site or otherwise altering the functionality or ease of navigation of our site and will not engineer your site in a manner to divert traffic from HumanCentric.com to your site. You will not engage in spidering or scraping our site for content, images, etc.
