This Agreement contains the complete terms and
conditions that apply to an individual's or
entity's participation in the AccessMark's Affiliates
Program (the "Program"). As used in
this Agreement, "we" means AccessMark
Inc., and "you" means the applicant.
"Site" means a World Wide Web site
and, depending on the context, refers either
to AccessMark's site located at the URL www.accessmark.com,
or to the site that you will link to our site
(and which you will identify in your Program
1. Enrollment in the AccessMark's Affiliates
To begin the enrollment process, you will submit
a complete Affiliate Application on this site.
We may reject your application if we determine
(in our sole discretion) that your site is unsuitable
for the Affiliate Program for any reason, including,
but not limited to, inclusion of content that
is in any way unlawful, harmful, threatening,
defamatory, obscene, harassing, or racially,
ethnically, or otherwise objectionable.
If we reject your application, we welcome you
to reapply to the Affiliate Program, again at
any time. Please also be aware that if your
application is accepted, we reserve the right
to terminate the agreement if your site is deemed
to be unsuitable (in our sole discretion) at
any point thereafter.
As an Affiliate Site, we will provide 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 the Affiliate Program and will establish
a link from your site to ours.
3. Limited License
We grant you a nonexclusive, revocable right
to use the graphic image and text images for
which we grant express permission, solely for
the purpose of identifying your site as a Program
participant and to assist in generating referral
commissions. You may not modify the graphic
image or text, or any other of our images, in
any way. We reserve all of our rights in the
graphic image and text, any other images, our
trade names and trademarks, and all other intellectual
AccessMark will pay Affiliate sites a commission
of $50.00 for every trademark report ordered
and for each watching service signup as a result
of your link. Visitors do not need to purchase
immediately for you to receive your commission.
If a visitor purches within 30 days of visiting
your link, you will receive the full commission
for that purchase. AccessMark reserves the right
to change the amount of the commission at any
time by notifying the Affiliate in writing 30
days prior to the time of the change.
Commissions will be paid monthly. Approximately
15 days following the end of each calendar month,
we will send you a check for the referrals accumulated
during that time period.
5. 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.
For example, you will be solely responsible
- the technical operation of your site and
all related equipment.
- the accuracy and appropriateness of materials
posted on your site.
- ensuring that materials posted on your site
do not violate or infringe upon the rights
of any third party (including, for example,
copyrights, trademarks, privacy, or other
personal or proprietary rights).
- ensuring that materials posted on your site
are not libelous or otherwise illegal.
We disclaim all liability for these matters.
Further, you will 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.
You hereby agree that your site will not, in
any way, copy or resemble the look and feel
of our site nor will you create the impression
that your site is our site or is a part of our
site. You also hereby agree that your site will
not contain any content of our site or any materials
which are covered by US copyright law, except
(i) with our prior permission, or (ii) materials
which are obtained by you via the AccessMark
affiliate area in accordance with the provisions
hereof or the policies or instructions thereon.
You further hereby agree that your domain name
does not and will not contain the words "AccessMark,"
"AccessMark .com," or any variation
6. 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 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 Program will
not exceed the total referral commissions paid
or payable to you under this Agreement.
7. Representations and Warranties
You hereby represent and warrant to us as follows:
a. 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.
b. 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 (i) any provision of law, rule, or regulation
to which you are subject, (ii) any order, judgment,
or decree applicable to you or binding upon
your assets or properties, (iii) any provision
of your by-laws or certificate of incorporation,
or (iv) any agreement or other instrument applicable
to you or binding upon your assets or properties.
c. No consent, approval, or authorization of,
or exemption by, or filing with, any governmental
authority or any third party is required to
be obtained or made by you in connection with
the execution, delivery, and performance of
this Agreement or the taking by you of any other
action contemplated hereby.
d. There is no pending or, to the best of your
knowledge, threatened claim, action, or proceeding
against you, or any affiliate of yours, with
respect to the execution, delivery, or consummation
of this Agreement, or with respect to your trademarks,
and, to the best of your knowledge, there is
no basis for any such claim, action, or proceeding.
f. You are an adult of at least 18 years of
8. 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. 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
9. Governing Law
This Agreement will be governed by the laws
of the United States and the State of California
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 Los Angeles, CA, 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 a
provision or any other provision of this Agreement.