MouseRug Associate Program- Agreement
Item #: mapagreement
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An individual or entity who wishes to participate in the MouseRug Associates Program (the "MAP") must agree to the following terms and conditions. As used in this Agreement, "we" means FiberLok, Inc., and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to FiberLok, Inc.’s site located at the URL www.mouserug.com, or to the site that you will link to our site (and which you will identify in your MAP application).
1. Enrollment
To begin the enrollment process, you must submit a complete MAP application via our site. We may reject your application for whatever reason we deem appropriate. Typical reasons for rejection include sites that:
• promote sexually explicit materials or violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• include "mouserug," "lextra," or variations or misspellings thereof in their domain names
• otherwise violate intellectual property rights
If your application is rejected, you may reapply to the MAP at any time. If we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the MAP, we may terminate this Agreement. We will notify you of your acceptance or rejection. 2. Links on Your Site Upon acceptance into the MAP, you may provide on your site one or more of the following types of links to our site: Product Links: You may list any product listed on our site under the MouseRug® Collections tab ("Product"). For each selected Product, you must display on your site a short description, review, or other reference to that Product. You are responsible for the content, style, and placement of these references. To be eligible for referral fees, you must provide a Special Link (as defined below) from each Product reference on your site to the corresponding Lextra MouseRug online catalog entry. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and related links) from your site at any time without our approval. You may not list products on your site that are not "Products" as defined above. General Link to MouseRug Home Page: You may provide a general link on your site to our home page at http://www.mouserug.com. We will provide you with guidelines and graphical artwork to use in linking to our home page. To allow accurate tracking, reporting, and referral fee accrual, we will provide you with special link formats to be used in all links between your site and our site ("Special Links"). You will only earn referral fees with respect to activity on our site occurring directly through Special Links. We will not be liable to you for any failure by you to use Special Links, including the extent to which such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement. 3. Order Processing We will process Product orders placed by customers who follow Special Links from your site to our site. We may reject any orders that do not comply with the requirements that we may periodically establish. We will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. 4. Referral Fees For a Product sale to be eligible to earn a referral fee as described in Sections 5 and 6, the customer must follow a Special Link from your site to our site, select and purchase the Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us. We will not, however, pay referral fees on any Products that are added to a customer's Shopping Basket after the customer has reentered our site (other than through a Special Link), even if the customer previously followed a link from your site to our site. The Program is intended for commercial use only, and you may not purchase products through the Program for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Products that are eligible to earn referral fees under these rules are "Qualifying Products." 5. Referral Fee Schedule Referral fees are based on revenues derived by us from sales of Qualifying Products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, and bad debt ("Qualifying Revenues"). The current referral fee schedule is: 10% of Qualifying Revenues from the sale of each Qualifying Product that, on the date of order, is listed in our catalog and that is added to the customer's Shopping Basket directly from the first page that results from following a Special Link to the Qualifying Product We may change the referral fee schedule from time to time in our sole discretion. 6. Referral Fee Payment Referral fees are payable 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 Qualifying Products that were shipped during that quarter, less any taxes that we are required by law to withhold. If a Product that generated a referral fee is returned by the customer, the corresponding referral fee will be deducted from your next quarterly payment. If there is no subsequent payment, a bill will be sent for the referral fee. 7. Policies and Pricing Customers who buy Products through this MAP will be deemed to be customers of FiberLok, Inc. Accordingly, all FiberLok, Inc.’s rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. Price information may not be included in your Product descriptions due to possible price changes. We will use commercially reasonable efforts to present accurate information, but the availability or price of any particular Product is not guaranteed. 8. Identifying Yourself as an Affiliate We will provide a small graphic image which we may modify from time to time, which you must use to identify your site as a MAP participant. You must display this image or the phrase "In association with FiberLok, Inc. and Lextra MouseRug" somewhere on your site. You may not make any press release with respect to this Agreement or your participation in the MAP without our prior written consent, which may be given or withheld in our sole discretion. 9. License We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a MAP participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way. Nothing in this Agreement shall give you any right, title or interest in the graphic image or text, any other images, our trade names and trademarks, or any other intellectual property rights, all of which are and remain the sole property of FiberLok, Inc. You are subject to our Trademark Guidelines, as those guidelines may change from time to time. Your license may be revoked at any time by giving you written notice. 10. Responsibility for 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. We disclaim all liability for these matters. You agree to indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. 11. Term The term of this Agreement will begin upon our acceptance of your MAP application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you must immediately cease use of, and remove from your site, all links to our site, and all FiberLok, Inc. trademarks, trade dress and logos, including, but not limited to, the Lextra® and MouseRug® marks, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with this Agreement. You are only eligible to earn referral fees on our sales of Products occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold final payment of referral fees for a reasonable time to ensure that the correct amount is paid. 12. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 13. Relationship of Parties You are an independent contractor. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. 14. 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 MAP, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the MAP will not exceed the total referral fees paid or payable to you under this Agreement. 15. Disclaimers WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, 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 SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 16. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT 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 COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 17. Miscellaneous This Agreement will be governed by the laws of the United States and the state of Missouri, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in St. Louis, Missouri, 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.
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• include "mouserug," "lextra," or variations or misspellings thereof in their domain names
• otherwise violate intellectual property rights
If your application is rejected, you may reapply to the MAP at any time. If we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the MAP, we may terminate this Agreement. We will notify you of your acceptance or rejection. 2. Links on Your Site Upon acceptance into the MAP, you may provide on your site one or more of the following types of links to our site: Product Links: You may list any product listed on our site under the MouseRug® Collections tab ("Product"). For each selected Product, you must display on your site a short description, review, or other reference to that Product. You are responsible for the content, style, and placement of these references. To be eligible for referral fees, you must provide a Special Link (as defined below) from each Product reference on your site to the corresponding Lextra MouseRug online catalog entry. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and related links) from your site at any time without our approval. You may not list products on your site that are not "Products" as defined above. General Link to MouseRug Home Page: You may provide a general link on your site to our home page at http://www.mouserug.com. We will provide you with guidelines and graphical artwork to use in linking to our home page. To allow accurate tracking, reporting, and referral fee accrual, we will provide you with special link formats to be used in all links between your site and our site ("Special Links"). You will only earn referral fees with respect to activity on our site occurring directly through Special Links. We will not be liable to you for any failure by you to use Special Links, including the extent to which such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement. 3. Order Processing We will process Product orders placed by customers who follow Special Links from your site to our site. We may reject any orders that do not comply with the requirements that we may periodically establish. We will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products using Special Links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. 4. Referral Fees For a Product sale to be eligible to earn a referral fee as described in Sections 5 and 6, the customer must follow a Special Link from your site to our site, select and purchase the Product using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us. We will not, however, pay referral fees on any Products that are added to a customer's Shopping Basket after the customer has reentered our site (other than through a Special Link), even if the customer previously followed a link from your site to our site. The Program is intended for commercial use only, and you may not purchase products through the Program for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees or the termination of this Agreement. Products that are eligible to earn referral fees under these rules are "Qualifying Products." 5. Referral Fee Schedule Referral fees are based on revenues derived by us from sales of Qualifying Products, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, and bad debt ("Qualifying Revenues"). The current referral fee schedule is: 10% of Qualifying Revenues from the sale of each Qualifying Product that, on the date of order, is listed in our catalog and that is added to the customer's Shopping Basket directly from the first page that results from following a Special Link to the Qualifying Product We may change the referral fee schedule from time to time in our sole discretion. 6. Referral Fee Payment Referral fees are payable 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 Qualifying Products that were shipped during that quarter, less any taxes that we are required by law to withhold. If a Product that generated a referral fee is returned by the customer, the corresponding referral fee will be deducted from your next quarterly payment. If there is no subsequent payment, a bill will be sent for the referral fee. 7. Policies and Pricing Customers who buy Products through this MAP will be deemed to be customers of FiberLok, Inc. Accordingly, all FiberLok, Inc.’s rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. Price information may not be included in your Product descriptions due to possible price changes. We will use commercially reasonable efforts to present accurate information, but the availability or price of any particular Product is not guaranteed. 8. Identifying Yourself as an Affiliate We will provide a small graphic image which we may modify from time to time, which you must use to identify your site as a MAP participant. You must display this image or the phrase "In association with FiberLok, Inc. and Lextra MouseRug" somewhere on your site. You may not make any press release with respect to this Agreement or your participation in the MAP without our prior written consent, which may be given or withheld in our sole discretion. 9. License We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other images for which we grant express permission, solely for the purpose of identifying your site as a MAP participant and to assist in generating Product sales. You may not modify the graphic image or text, or any other of our images, in any way. Nothing in this Agreement shall give you any right, title or interest in the graphic image or text, any other images, our trade names and trademarks, or any other intellectual property rights, all of which are and remain the sole property of FiberLok, Inc. You are subject to our Trademark Guidelines, as those guidelines may change from time to time. Your license may be revoked at any time by giving you written notice. 10. Responsibility for 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. We disclaim all liability for these matters. You agree to indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. 11. Term The term of this Agreement will begin upon our acceptance of your MAP application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you must immediately cease use of, and remove from your site, all links to our site, and all FiberLok, Inc. trademarks, trade dress and logos, including, but not limited to, the Lextra® and MouseRug® marks, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with this Agreement. You are only eligible to earn referral fees on our sales of Products occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold final payment of referral fees for a reasonable time to ensure that the correct amount is paid. 12. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 13. Relationship of Parties You are an independent contractor. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. 14. 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 MAP, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the MAP will not exceed the total referral fees paid or payable to you under this Agreement. 15. Disclaimers WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, 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 SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 16. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT 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 COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 17. Miscellaneous This Agreement will be governed by the laws of the United States and the state of Missouri, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in St. Louis, Missouri, 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.
