Appendix II -
GoCollect Affiliate Link |
As of September 21, 2004
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This appendix and the Retailer Network Operating Agreement contain the terms and conditions that apply to You and the establishment of Links from your Retailer Web site ("Retailer Site" or "Your Site") to GoCollect's Website ("gocollect.com" or "Website").
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- Participation in Affiliate Link Program. Subject to the terms and conditions set forth below, GoCollect shall be a contemporary collectibles seller on Your Site. You are not required to link to GoCollect from Your Site at anytime during the term of this Agreement. This Agreement does not prevent a Retailer from selling/fulfilling its own on-line contemporary collectibles or from accepting paid advertising from other contemporary collectibles dealers.
- GoCollect Affiliate Link.
- If you are already online, and have a fully functional Web site, You may link to GoCollect from Your Site. GoCollect will make available to you its Retailer Network Banner & Image Library.
- Links. As a Retailer Site, GoCollect will make available to You a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which, subject to the terms and conditions hereof, You may display as often and in as many areas on Your Site as You desire. The Links will serve to identify Your Site as a member of GoCollect's Retailer Network and will establish a Link from Your Site to the Website. The Links may connect from any applicable area of Your Site to the appropriate area of gocollect.com, using the banner and EXCLUSIVELY the URL GoCollect provides. If GoCollect finds that You, the Retailer, are using a Link to the Website other than the EXCLUSIVE Link provided by GoCollect, GoCollect will terminate this Agreement immediately.
- Agreements Regarding Links. In utilizing the Links, You agree that You will cooperate fully with GoCollect in order to establish and maintain such Links. You also agree that You will display in Your Site only those graphic or textual images (indicating a Link) that are provided by GoCollect, and You will substitute such images with any new images provided by GoCollect from time to time throughout the term of this Agreement. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of Your Site to the pertinent area of the Website will in no way alter the look, feel, or functionality of the Website. If You are redirecting or stealing traffic, using robots, SpyWare, Warez, HackWare, Parasiteware, or engaging in cybersquatting, typosquatting, spamming, indiscriminate advertising, or unsolicited commercial emailing, GoCollect will terminate this Agreement immediately. If You are operating or utilizing a Web site or email link to Web sites that contain or promote any types of content that contain or promote libelous, defamatory, obscene, pornographic, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or that offer any illegal good or service, or link to a Web site(s) that do so, GoCollect will terminate this Agreement immediately.
- You will represent Your Site on search engine results for related listings only as "Affiliate of GoCollect.com". Without limiting the foregoing, You shall not purchase, use or bid for placement any of the GoCollect Marks, as defined in Section 12(b), which include without limitation, GOCOLLECT.COM, GOCOLLECT, GO COLLECT, or any variations or misspellings of the GoCollect Marks, with any search engine portal including, but not limited to, AOL.com, Yahoo!.com, MSN.com, Google.com, netscape.com, excite.com, overture.com, ask.com, looksmart.com, findwhat.com, inktomi.com, lycos.com, metacrawler.com and altavista.com. In addition, upon GoCollect's request, You will immediately cease bidding, purchasing or using any GoCollect Marks and other terms used to promote the Retailer program and Your participation therein. Furthermore, GoCollect, hereby reserves all legal and equitable remedies it may have for Your violation of Sections 2(c) and 9(b) and for any misuse or infringement of the GoCollect Marks or Licensed Materials as herein defined by You after You have been given notice to cease their use.
- GoCollect's Responsibilities. GoCollect will be responsible for providing all information necessary to allow You to make appropriate Links from Your Site to the Website. GoCollect will be solely responsible for processing every order placed by a customer following a special Link from Your Site and for tracking the volume and amount of sales generated by Your Site. GoCollect will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.
- Other Responsibilities and Opportunities of Your Site.
- Placement of Links. If You choose to use a GoCollect Link, You shall display Links on Your Site as You see fit and with GoCollect's consent, and use only the banners, images, and URLs provided by GoCollect.
- Contests and Promotions. As a Retailer Site, your visitors will be entitled to participate through your Links to GoCollect.com in any sweepstakes, contests, and special promotions GoCollect may offer, and in connection therewith, GoCollect shall make such contests and promotions available to users of Your Site EXCLUSIVELY through banners and images You, the Retailer, obtain from GoCollect's library. Use of these Links are on a case-by-case basis, may expire and are subject to GoCollect's Terms and Conditions as set forth on the Website. It is Your responsibility to ensure all Links work correctly and to check with GoCollect for the placement of new Links. In addition, You will be entitled to earn commissions as set forth in sections 5 and 6 below.
- Commission Determination. Only GoCollect Products that are (i) sold by GoCollect or a GoCollect fulfillment retailer, (ii) purchased by users linking to the Website from Your Site pursuant to a Link ("Linked Users"), (iii) shipped by GoCollect or a GoCollect fulfillment retailer, (iv) for which full payment has been received, and (v) for which You are authorized by the manufacturer to sell will qualify for a commission (each, a "Qualifying Purchase"). "Products" shall mean collectibles and gifts displayed in the GoCollect on-line catalog on the Website. Commission rates will be based on the aggregate amount actually paid to GoCollect for Qualifying Purchases of the GoCollect Products, excluding amounts collected by GoCollect for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, credits for gift certificates, credits for Loyalty Points, and credits for returned goods ("Net Sales"). GoCollect reserves the right to exclude items and promotions that GoCollect may run on the Website from the payment of commissions and change GoCollect's commission rates. GoCollect's current commission rates on all Products and Gift Certificates displayed on the GoCollect on-line catalog will be equal to thirteen percent (13%) of Net Sales for Qualifying Purchases. Bonus Commissions will be offered by GoCollect from time to time as a reward for participation in an opt-in promotion for current Retailers. GoCollect reserves the right to limit or restrict the availability of such Bonus Commissions and/or reject a Retailer from participation.
- Commission Payment. When the total commissions due to You (based on Section 6 above) exceed ten dollars ($10.00) for Retailers within the United States of America or fifty dollars ($50.00) for Retailers located outside of the United States of America, GoCollect will send a commission check for the applicable commission (less any taxes required to be withheld under applicable law) and a statement of activity to You. You must supply GoCollect with your social security number or your Employer Identification Number when submitting your application if You are located in the United States of America. Failure to do so will require GoCollect to withhold payment of your commissions when they reach six hundred dollars ($600) per annum. Such commission checks and statements of activity will be sent approximately fifteen (15) days after the end of each month. GoCollect's determination of commissions shall be final and binding on You.
- Sales Reports. You will receive a statement with your commission check reflecting the number of sales, amount of each sale and the commission paid. The username and password provided to You at the time Your application is approved by GoCollect, will provide You with the ability to enter a secured, password-protected site to receive your sales and traffic statistics for the current month for each day.
- Policies and Pricing. Linked Users who buy GoCollect Products through the Retailer Network will be deemed to be customers of GoCollect. Accordingly, all of GoCollect's rules, policies, and operating procedures concerning customer orders, customer service, and GoCollect Product sales will apply to those customers. GoCollect may change its policies and operating procedures at any time. For example, GoCollect will determine the prices to be charged for GoCollect Products sold through the Retailer Network in accordance with its own pricing policies. Prices and availability of GoCollect Products may vary from time to time. GoCollect will use commercially reasonable efforts to present accurate information, but GoCollect cannot guarantee the availability or price of any particular Product.
- Licenses and Use of the GoCollect Logos and Trademarks.
- GOCOLLECT GRANTS YOU A LIMITED NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS THE WEBSITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE GOCOLLECT TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING TO GOCOLLECT (BUT ONLY IN THE FORM(S) THAT THEY APPEAR ON GOCOLLECT'S LINKS SITE) (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF LINKING YOUR SITE TO THE WEBSITE, WHERE YOUR USERS CAN PURCHASE GOCOLLECT PRODUCTS. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT THIS AGREEMENT PROVIDES AND ONLY WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE RETAILER NETWORK.
- You shall not make any specific use of any Licensed Materials for purposes other than selling GoCollect Products on Your Site for GoCollect, without first submitting a sample of such to GoCollect and obtaining the prior written consent of GoCollect, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays GoCollect in a negative light. GoCollect reserves all of its rights in the Licensed Materials and of its other proprietary rights. GoCollect may revoke your license at any time by giving You written notice. This license shall terminate upon the effective date of the expiration or termination of this Agreement, and You agree to cease using the Licensed Materials in the event that this Agreement is terminated.
- Obligations Regarding Your Site.
- You will be solely responsible for the development, operation, and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site (including, but not limited to, all GoCollect Product-related materials); ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. GoCollect disclaims all liability for all such matters. Further, You will indemnify and hold GoCollect harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of Your Site.
- You also hereby agree that Your Site will not contain any content of the Website or any materials which are proprietary to GoCollect, except (i) with GoCollect's prior permission, or (ii) materials which are obtained by You via the GoCollect Links in accordance with the provisions hereof or the policies or instructions thereon; that (iii) your domain name does not and will not contain the words "gocollect," and/or "gocollect.com" or any variation thereof (collectively, the "GoCollect Marks"), and (iv) that You will not purchase or otherwise contract with a third party to exploit any of the GoCollect Marks for the purpose of causing the Retailer Site to appear as a search result or for any other reason.
- Term of the Agreement. The term of this Agreement will begin upon the day that You add an Affiliate Link to Your Site and will end when terminated by either party. Either You or GoCollect may terminate this Agreement at any time, with or without cause, by giving the other party written notice by regular mail or email of termination. You are only eligible to earn commissions on sales occurring during the term at the then current rates, and commissions earned through the date of termination will remain payable only if the related GoCollect Product orders are not canceled or returned. GoCollect may withhold your final payment for a reasonable time to ensure that the correct amount is paid. You shall cease using any Licensed Materials or Marks immediately upon termination of this Agreement.
- Indemnification. You hereby agree to indemnify and hold harmless GoCollect, its parent, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim related to Your Site, including, without limitation, content therein not attributable to GoCollect, or (ii) any claim by GoCollect against You arising from Your failure to cease using Licensed Materials or Marks when instructed by GoCollect or upon termination of this Agreement.
- The provisions of the GoCollect Retailer Network Operating Agreement are not inconsistent herewith are incorporated by reference and shall govern this Appendix where not inconsistent herewith.
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