Agreement for MLA Affiliate Program
This Agreement ("Agreement") contains the complete terms and conditions between us, Nucleus Medical Art d.b.a. Medical Legal Art and you, regarding your application to participate as an affiliate of Medical Legal Art ("Affiliate"), and the creation of links to our Web site at "www.doereport.com." Execution of this Agreement as set forth below constitutes your acceptance of the terms and conditions of this Agreement, and will be a legally binding agreement between you and us.
1. Program Enrollment. To enroll, you will have to submit a complete Affiliate Program Application via our Web site. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your Web site is not suitable for the Affiliate Program for any reason.
2. Linking to Our Site. You may create links to the co-branded Doe Report Web site provided you abide by the terms and conditions of this Agreement. In creating the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. We have the right, in our sole discretion, to monitor your Web site at any time to determine if you are in compliance with the terms of this Agreement.
3. Order Processing. We will process orders placed by customers who follow the Links from your Web site to The Doe Report Web site. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements which we may establish from time to time. All aspects of order processing and fulfillment, including order entry, customer service, shipping, cancellations, returns and payment processing will be our responsibility. We will track the amount of sales generated by your Web site and will make this information available to you through our Web site. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your Web site and our Web site are properly formatted.
4. Commissions. We will pay you a commission equal to ten (10%) percent, (the "Commission Rate") of the Net Sales paid in full to us by users of your Web site who purchase products on the co-branded Web site, by a.) utilizing the Links between your Web site and the co-branded Web site, or b.) order by telephone and provide your unique Affiliate Source Code number. Net Sales shall include those amounts received by us for the sale of products, less amounts collected by us for sales, use or other taxes, duties, shipping, handling and similar charges.
For a sale to generate a commission, the customer must purchase the product or products by either following a Link from your Web site to the co-branded Web site and using the online ordering system, or order by phone providing the unique Affiliate Source Code number. The customer must then remit full payment to us. However, no commission will be paid for products which are returned, not paid for, undeliverable or payment for which is credited to any customer.
We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will send you a check for the referral fees earned on our sales of products that were shipped during that quarter, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar quarter are less than $50, we will hold payment until the total amount due is at least $50 or (if earlier) until this Agreement is terminated. In calculating referral fees, we will deduct the corresponding referral fee from your next quarterly payment if a Product that generated a referral fee is returned by the customer. If there is no subsequent payment, we will send you a bill for the referral fee.
5. Policies and Pricing. Customers who buy products through the Affiliate Program are customers of Medical Legal Art. All Medical Legal Art rules, policies, and operating procedures concerning customer orders, customer service, and sales applies to these customers. We may change our policies and operating procedures at any time. Because price changes may affect items that you already have listed on your Web site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular item of Products.
6. Non-Exclusive Limited License and Use of The Doe Report Logos and Trademarks. We grant you a non-transferable, non-exclusive, revocable license to (i) access our Web site through links established solely as set forth under the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, "Licensed Materials"), solely for the purpose of selling products on your Web site. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may only use the Licensed Materials to the extent you are a member, in good standing, of the Affiliate Program. You may not use any Licensed Materials for purposes other than selling our products, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Medical Legal Art or anyone else negatively. We reserve all of our rights in the Licensed Materials and all other intellectual property rights. We may revoke your license at any time by written notice to you. You acknowledge that, except for the license expressly granted in this Agreement, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or through the exercise of any rights in the Links or the Licensed Material granted to you under this Agreement. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
7. Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks. You grant us a non-exclusive license to utilize your names, titles and logos, trademarks and service marks (collectively, "Affiliate Materials"), with prior written consent from you, to advertise, market, promote and publicize in any manner under this Agreement. We will not, however, be required to advertise, market, promote or publicize your Web site. You represent to us that you are the sole and exclusive owner of the Affiliate Materials and have the right and power to grant to us this license and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
8. Obligations Regarding Your Web site. You will be solely responsible for the following: technical operation of your Web site and all related equipment; creating one or more Links on your Web site to the co-branded web site; and the accuracy and appropriateness of materials posted on your Web site.
Medical Legal Art will be solely responsible for the following: designing and implementing a functional co-branded Web site incorporating certain visual elements of your Web site including, but not limited to, your logo, corporate colors, and reciprocal links to your Web site. Medical Legal Art will obtain verbal or written approval from you on the design and functionality of the Web site prior to its inclusion in the Affiliate Program. Reasonable commercial efforts will be provided in designing the Web site, not to exceed one (1) hour of development time from Medical Legal Art. Any design requests exceeding one (1) hour in development time may require an additional fee.
9. Term. The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either Party. At any time, either Party may terminate this Agreement, with our without cause, by giving the other Party written notice of termination.
Upon the termination of this agreement for any reason, you will immediately cease use of, and remove from your Web site, all Links and Licensed Material and any other names, marks, symbols, copyrights, logos, drawings, photographs, or other proprietary properties owned, developed, licensed or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program.
10. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion, with notification to you via email, phone call or online posting. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, you may terminate this Agreement.
11. Limitation of Liability. We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
12. Relationship of Parties. You and Medical Legal Art 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 (a) have no authority to make or accept any offers or representations on our behalf and (b) not make any statement, whether on your Web site or otherwise, that reasonably would contradict anything in this Section.
13. Disclaimers. We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Web site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
14. Representations and Warranties. You hereby represent and warrant to us the following: (i) this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; (ii) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate any provision of law, rule or regulation to which you are subject to, any order, judgment or decree applicable to your or binding upon your assets or properties, any provision of your by-laws or certificate of incorporation or any agreement or other instrument applicable to you or binding upon your assets or properties; and (iii) you are an adult of at least 18 years of age.
15. Confidentiality. We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information") which shall include, but not be limited to, the following: any modifications to the terms and provisions of this Agreement made specifically for your Web site and not generally available to other members of the Affiliate Program; Web site, business and financial information relating to Medical Legal Art; customer and vendor lists relating to Medical Legal Art; and pricing and sales information for Medical Legal Art and any members of the Affiliate Program, other than you. Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.
16. Indemnification. You hereby agree to indemnify, defend and hold harmless Medical Legal Art, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Materials infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) any claim related to your Web site.
17. Entire Agreement. The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.
18. Independent Investigation. You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, 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 or operate Web sites that are similar to or competitive 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.
19. Miscellaneous. This Agreement will be governed by the laws of the United States and the State of Georgia, without reference to rules governing choice of laws. Any legal proceeding of any nature brought by either Party against the other Party to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this Agreement shall be submitted for trial, without a jury, before the federal or state courts located in Cobb County and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the Parties and their respective successors and assigns. 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 provision or any other provision of this Agreement. In any action to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover its attorneys fees and costs.
I indicate my approval of this Agreement and desire to become an Affiliate under these terms and conditions by filling out and submitting the Application Form for The Doe Report Affiliate Program.