This agreement contains the complete terms and conditions that govern your participation in the associate newsstand
partnership program of Magazines of America, and the establishment of links from your Web site to our Web site,
magazinesofamerica.com. a) www.magazinesofamerica.com is a Web site owned and operated by United Readers' Service, Ltd., through which Internet users can purchase magazine subscriptions and other products. 3. Selection and presentation of products and services of Magazines of America Associate newsstand partner will select one or more products and services of Magazines of America to feature on associate newsstand partner's Web site. Associate newsstand partner may change its selection of featured products and services of Magazines of America at any time, with Magazines of America's approval. For each selected Magazines of America product, associate newsstand partner will display on its Web site a word or words, graphic image(s), or combination of words and images, to be associated with that product. The content, style and placement of these words and images will be jointly determined by the associate newsstand partner and Magazines of America. Associate newsstand partner may display pricing information for featured products and services of Magazines of America; however, associate newsstand partner will be solely responsible for the accuracy of such pricing information, and will be liable for any damages resulting from the posting of inaccurate pricing information. For each selected Magazines of America product, associate newsstand partner will also provide an electronic link to the Magazines of America ordering page using an affiliate URL provided by Magazines of America. It is associate newsstand partner's sole responsibility to set up the electronic links connecting associate newsstand partner's Web site to Magazines of America ordering pages for the featured products and services of Magazines of America, and ensure that the electronic links are in good and working order. 4. Referral fee or commission or commissions for eligible purchases. Magazines of America will pay associate newsstand partner referral fee or commission on the sale of certain products and services of Magazines of America to third parties ("eligible purchases"). For a Magazines of America product sale to constitute an eligible purchase and thereby generate a referral fee or commission, the customer must follow the electronic link from associate newsstand partner's Web site to a Magazines of America ordering page for the Magazines of America product featured by associate newsstand partner, purchase the featured Magazines of America product using Magazines of America's automated ordering system, and remit full payment for that product to Magazines of America. 5. Ineligible purchases. Magazines of America will not pay referral fee or commission or commissions to associate newsstand partner on products and services of Magazines of America that are purchased by a customer subsequent to his or her purchase of a featured Magazines of America product through an electronic link from associate newsstand partner's Web site, or those products selected by a customer directly through the Magazines of America Web site, even if the customer previously followed a link from associate newsstand partner's Web site to a Magazines of America ordering page. 6. Amount of referral fee or commission or commissions. Magazines of America will pay the associate newsstand partner a referral fee or commission on eligible purchases according to fee schedules to be established by Magazines of America from time to time. Magazines of America will make the fee schedule available to associate newsstand partner upon request. Under the current fee schedule, the referral fee or commission or commissions for eligible purchases is 10% of the actual sales price paid by the customer for the featured Magazines of America product when that product is featured on a "newsstand" placed on the Web site of the associate newsstand partner and 15% of the actual sales price paid by the customer for the featured Magazines of America product when that product is sold as the result of a linked referral from the Web site of the associate newsstand partner to the Magazines of America site. 7. Payment schedule for referral fee or commission or commissions. Magazines of America will pay referral fee or commission or commissions on a monthly basis. Approximately 10 days following the end of each month, Magazines of America will send associate newsstand partner a check for the referral fee or commission earned on eligible purchases made during the prior month, less any taxes that Magazines of America is required by law to withhold. If a Magazines of America product that generated a referral fee or commission is subsequently refunded to the customer, Magazines of America will cancel that referral fee or commission and deduct the equivalent amount from associate newsstand partner's next monthly payment. If there is no subsequent payment, Magazines of America will send associate newsstand partner a bill for the refunded referral fee or commission and associate newsstand partner will reimburse Magazines of America promptly in that amount. 8. Referral reports. Magazines of America will track sales made to customers who purchase products and services of Magazines of America through an electronic link from associate newsstand partner's Web site. Magazines of America will electronically transmit reports summarizing this sales activity to associate newsstand partner through a special link provided by Magazines of America. The form, content and frequency of these reports may vary from time to time at Magazines of America's discretion. Magazines of America will not be responsible for tracking and reporting sales that were not made through an electronic link from associate newsstand partner's Web site. 9. Order processing for products and services of Magazines of America. Magazines of America will be responsible for processing all Magazines of America product orders placed by customers who follow an electronic link from associate newsstand partner's Web site to a Magazines of America ordering page, and all subsequent orders placed by those customers. Magazines of America will be solely responsible for all aspects of order processing and fulfillment, and reserves the right to reject orders that do not comply with any requirements that Magazines of America may from time to time establish. 10. Selection, purchase policies and prices for products and services of Magazines of America. Magazines of America has sole discretion for selecting the products available through its Magazines of America Web site, and may modify at any time the list of products and services of Magazines of America that associate newsstand partner may select for featuring on associate newsstand partner's Web site. Customers who buy products and services of Magazines of America regardless of whether the purchase is made through associate newsstand partner's electronic link to a Magazines of America ordering page or directly through the Magazines of America Web site will be deemed to be customers of Magazines of America. Accordingly, all Magazines of America rules, policies and operating procedures concerning customer orders, customer service and Magazines of America product sales will apply to those customers, and Magazines of America may change its policies and operating procedures at any time. Magazines of America will determine the prices to be charged for products and services of Magazines of America sold through the Magazines of America Web site in accordance with Magazines of America's own pricing policies. Associate newsstand partner may not offer discounts or rebates on products and services of Magazines of America or offer any other premium that would change the effective price of products and services of Magazines of America. Magazines of America product prices and availability may vary from time to time, and Magazines of America does not guarantee the availability or price of any particular Magazines of America product. 11. Term of agreement. The term of this agreement shall extend from the date of execution of this agreement by both parties through and including the date of termination as defined in Section 12. 12. Termination. This agreement may be terminated by either party at any time, with or without cause, by giving the other party written or electronic notice of the intent to terminate. Such termination will be effective upon receipt of the written notice by the other party. Associate newsstand partner is only eligible to earn referral fee or commission or commissions on sales occurring during the term of this agreement. Referral fees or commissions earned through the date of termination will remain payable only if the related orders for products and services of Magazines of America are not cancelled and the products are not returned. Magazines of America reserves the right to withhold associate newsstand partner's final payment for a reasonable time to ensure that referral fee or commission are not paid on refunded orders or returned products and services of Magazines of America. 13. Associate newsstand partnership logo. Magazines of America will make available to associate newsstand partner a small graphic image that identifies associate newsstand partner's Web site as an associate newsstand partnership participant ("logo"). Associate newsstand partner will prominently display the logo or the words "member of the associate newsstand partnership" somewhere on associate newsstand partner's Web site. Magazines of America may modify the text or graphical image of the logo from time to time. 14. Limited license. Magazines of America grants associate newsstand partner a non-exclusive, revocable right during the term of this agreement to use the logo and message described in Section 13, and such other images and messages for which Magazines of America grants express permission, solely for the purpose of identifying associate newsstand partner's Web site as an associate newsstand partnership participant. Associate newsstand partner may not modify the logo, the message, or any of Magazines of America's images in any way. Magazines of America reserves all of its rights in the logo, the message, any other images, its trade names and trademarks, and all other of its intellectual property rights. Magazines of America may revoke associate newsstand partner's license to use the logo, message, and/or other images at any time, by giving associate newsstand partner written notice. 15. Identification of associate newsstand partner participants. Magazines of America may identify associate newsstand partner or affiliate's Web site as a participant in the associate newsstand partnership program without providing associate newsstand partner prior notice or obtaining associate newsstand partner's specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings. 16. Responsibility for associate newsstand partner's Web site. Associate newsstand partner will be solely responsible for the development, operation and maintenance of its Web site, including maintenance of the electronic links to Magazines of America ordering pages, and for all materials that appear on its Web site. Associate newsstand partner will indemnify and hold Magazines of America and United Readers' Service, Ltd., harmless from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance and contents of associate newsstand partner's Web site. 17. Relationship of parties. Despite the use of the phrase "associate newsstand partner," the parties do not intend to create and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Associate newsstand partner will have no authority to make or accept any offers or representations on Magazines of America's behalf. Associate newsstand partner will not make any statement, whether on associate newsstand partner's Web site or otherwise, that would contradict anything in this section. 18. Limitation of liability. Magazines of America and United Readers' Service, Ltd., will not be liable to associate newsstand partner or any third party for any special, indirect, incidental or consequential damages, or for any loss of profits, revenue, data, or services, arising in connection with the execution, operation or performance of this agreement or the operation of the Magazines of America Web site, regardless of whether such damages or loss was foreseeable and regardless of whether Magazines of America or United Readers' Service, Ltd., was informed or had direct or imputed knowledge of the possibility of such damages or loss in advance. Further, Magazines of America's and United Readers' Service, Ltd.'s aggregate liability arising with respect to the execution, operation or performance of this agreement and the operation of the Magazines of America Web site will not exceed the total referral fee or commissions paid or payable to associate newsstand partner under this agreement. 19. Disclaimers. Magazines of America makes no express or implied warranties or representations with respect to the Magazines of America Web site, the associate newsstand partnership program or any products and services of Magazines of America (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, Magazines of America makes no representation that the operation of the Magazines of America Web site and ordering pages will be uninterrupted or error free, and Magazines of America will not be liable for the consequences of any interruptions or errors. 20. Governing law and jurisdiction. This agreement will be governed by the laws of the United States and the State of Ohio, without reference to rules governing choice of laws. Any action relating to this agreement shall be brought in the federal or local courts located in the Northern District of Ohio, to the exclusion of any other federal, state, or county courts. 21. Assignment. Associate newsstand partner may not assign this agreement, by operation of law or otherwise, without Magazines of America's prior written consent. Subject to that restriction, this agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns. 22. Waiver. Magazines of America's failure to enforce any provision of this agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this agreement. 23. Scope of agreement. This agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. This agreement may only be modified by a written instrument signed by both parties. 24. Notice. All necessary notices and requests required or permitted to be given under this agreement shall be in writing and addressed as set forth on the signature page hereof. Associate newsstand partner acknowledges that he/she has read this agreement and agrees to all of its terms and conditions. Associate newsstand partner understands that Magazines of America 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 compete with associate newsstand partner's Web site. Associate newsstand partner has independently evaluated the desirability of participating in the associate newsstand partnership and is not relying on any representation, guarantee, or statement other than as set forth in this agreement. #348039 v1 – Magazines of America Agreement |
Need to contact Magazines of America? E-mail us at customerservice@magazinesofamerica.com, write us at 650 Peter Jefferson Pkwy, Charlottesville, VA 22911, or call us toll-free Monday-Friday at 1-866-271-7582 from 9:00 am to 5:00 pm Eastern Time. |
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