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THIS IS AN
AGREEMENT BETWEEN TAYLOR & NORTON, INC, ("TAYLOR & NORTON, INC")
AND YOU ("you" or "Affiliate") to use the TAYLOR & NORTON, INC
Material(s). You first need to read and agree to the terms of
TAYLOR & NORTON, INC Affiliate Agreement. If the license terms are
acceptable to you, click on the "I Agree" button below. Then after you
complete the TAYLOR & NORTON, INC license form below you are ready
to link to TAYLOR & NORTON, INC. Thank you for your interest in
TAYLOR & NORTON, INC. Terms
You agree to the following terms and conditions in order to use
the TAYLOR & NORTON, INC Materials:
1. LICENSE.
Subject to the terms and conditions of this contract, TAYLOR &
NORTON, INC hereby grants to the Affiliate a limited,
non-exclusive, non-transferable license to use the TAYLOR &
NORTON, INC advertising materials provided to Affiliate by TAYLOR
& NORTON, INC (the "TAYLOR & NORTON, INC Materials"), and to use
the TAYLOR & NORTON, INC trademarks, service marks and logos set
forth therein, or as otherwise specified in writing by TAYLOR &
NORTON, INC (collectively the "TAYLOR & NORTON, INC Marks"), for
the sole purpose of linking to the appropriate TAYLOR & NORTON,
INC page. The Affiliate shall use only the most current TAYLOR &
NORTON, INC Materials, as may be provided by TAYLOR & NORTON, INC
from time to time.
Affiliate
shall not form any combination marks with TAYLOR & NORTON, INC
Materials. Affiliate hereby admits and recognizes TAYLOR & NORTON,
INC’s exclusive ownership of TAYLOR & NORTON, INC’s Materials and
the renown of such TAYLOR & NORTON, INC Materials worldwide.
Affiliate agrees not to take any action inconsistent with TAYLOR &
NORTON, INC’s ownership of TAYLOR & NORTON, INC’s Materials and
agrees that any benefits accruing from use of such TAYLOR &
NORTON, INC Materials shall automatically vest in TAYLOR & NORTON,
INC. Affiliate may not modify for public display any TAYLOR &
NORTON, INC Materials, logos or marks, except upon receiving
TAYLOR & NORTON, INC’s prior written approval.
Affiliate may
not sublicense, resell, assign or transfer any of its rights
hereunder, without the prior written approval of TAYLOR & NORTON,
INC, such approval to not be unreasonably withheld. Any attempt to
resell, assign or transfer such rights absent such approval is
void and shall, at TAYLOR & NORTON, INC’s election, result in
immediate termination of this contract, without liability to
TAYLOR & NORTON, INC. All rights not expressly granted hereunder
are reserved to TAYLOR & NORTON, INC.
2. PAYMENT.
Affiliate can earn commissions under the following conditions: You
can earn up to 8% per Net Sales for all Qualifying Purchases. A
Qualifying Purchase is defined as an order for merchandise made by
a visitor linking to the TAYLOR & NORTON, INC.com site directly
from the Affiliate web site. Net Sales are defined as all amounts
paid to TAYLOR & NORTON, INC by the customer for Qualifying
Purchases excluding tax and shipping and handling fees and net of
customer returns. Net sales amount is the actual amount
after any adjustment of inventory, change of order, amended
orders, or customer changes. Net sales amount is the actual
purchase, which can be different from the original order on
record.
3.
RESTRICTIONS.
3-A You may use the TAYLOR & NORTON, INC Materials only as
an active hypertext link to (as applicable) the appropriate TAYLOR
& NORTON, INC page. The TAYLOR & NORTON, INC Materials may not
link to any other page. You may not frame the TAYLOR & NORTON, INC
site, cause the link to create a new browser window (unless such
window occupies 100% of the user's screen and appears above all
other browser windows), or otherwise cause users to display the
TAYLOR & NORTON, INC site in a distorted fashion.
3-B
You may display the TAYLOR & NORTON, INC Materials only in the
form and at the size TAYLOR & NORTON, INC provides to you. You may
not modify or alter the TAYLOR & NORTON, INC Materials in any way,
including size, proportions, colors, elements, type or in any
other respect. You may not animate, morph or otherwise distort the
TAYLOR & NORTON, INC Materials’ perspective or dimensional
appearance, nor may you use screen shots of your pages (to the
extent that the TAYLOR & NORTON, INC Materials appears in the
screen shot) in any other medium. If TAYLOR & NORTON, INC provides
you with a substitute version of the TAYLOR & NORTON, INC
Materials, you shall replace the TAYLOR & NORTON, INC Materials as
soon as reasonably possible.
3-C
The TAYLOR & NORTON, INC Materials shall be surrounded by a
reasonable amount of empty space, and you may not use the TAYLOR &
NORTON, INC Materials in conjunction with other logos or marks in
a way that would create a combination mark. You may not use the
TAYLOR & NORTON, INC Materials in a way that suggests that TAYLOR
& NORTON, INC endorses or sponsors your site. The TAYLOR & NORTON,
INC Materials may not appear larger or more prominently than other
branding on the page on which it is displayed.
3-D
You may not use the TAYLOR & NORTON, INC Materials in any way that
tarnishes, blurs or dilutes the quality of the TAYLOR & NORTON,
INC trademarks or any associated goodwill. Without limiting the
foregoing, you shall not display the TAYLOR & NORTON, INC
Materials on any pages that contain infringing or illegal content
or links.
3-E
You acknowledge TAYLOR & NORTON, INC’s sole and exclusive
ownership of the TAYLOR & NORTON, INC Materials, and you shall not
take any action inconsistent with such ownership, such as
adopting, using, registering, or attempting to register any logo
or trademark confusingly similar to the TAYLOR & NORTON, INC
Materials. All use of or goodwill associated with the TAYLOR &
NORTON, INC Materials shall accrue to TAYLOR & NORTON, INC’s
benefit. You may not use the TAYLOR & NORTON, INC Materials in any
manner not expressly authorized under this Agreement.
4.
REPRESENTATIONS. Affiliate represents and warrants that: (i)
all TAYLOR & NORTON, INC advertisements and links shall be
displayed in accordance with this contract and in a professional
and tasteful manner and shall not be used to endorse, or imply the
endorsement of the Affiliate’s or any third party’s products or
services; (ii) the Affiliate shall at all times comply with all
laws and regulations applicable to its site and its performance
under this contract; (iii) materials posted on the Affiliate’s
site do not violate or infringe upon the rights of any third
party, are not libelous or otherwise illegal; (iv) this Agreement
has been duly and validly executed and delivered to you and
constitutes the legal, valid and binding obligation of you,
enforceable against you in accordance with its terms; and (v) you
are duly organized, validly existing and in good standing under
the laws of your State of organization and have full power and
authority to execute, deliver and perform this Agreement. In the
event of the Affiliate’s breach of any warranty or representation
set forth in this Section, TAYLOR & NORTON, INC may terminate this
contract, without liability of any kind, upon providing the
Affiliate with written notice.
5.
INDEMNIFICATION. Affiliate shall indemnify and hold harmless
TAYLOR & NORTON, INC against any and all expenses and losses of
any kind (including reasonable attorneys’ fees and costs) incurred
by TAYLOR & NORTON, INC and/or its affiliates in connection with
any claims arising out of the publication of the TAYLOR & NORTON,
INC advertisements, and/or the Affiliate’s use of the TAYLOR &
NORTON, INC Materials provided hereunder.
6.
TERMINATION. TAYLOR & NORTON, INC may terminate this Agreement
or the trademark license at any time for any reason or no reason.
You may terminate this Agreement at any time for any reason or no
reason. This Agreement and your license automatically terminates
if you breach any provision of this Agreement. In the event of
termination, (a) you shall immediately remove the TAYLOR & NORTON,
INC Materials from your site, and (b) Sections 3.5 and Sections
5-8 and Section 10 shall survive.
7. NO
WARRANTY. THE TAYLOR & NORTON, INC MATERIALS ARE PROVIDED "AS
IS." TAYLOR & NORTON, INC DISCLAIMS ALL WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT. Some states do not allow the
disclaimer of implied warranties, so the foregoing disclaimer may
not apply to you. This warranty gives you specific legal rights
and you may also have other legal rights which vary from state to
state.
8.
LIABILITY LIMITS. TAYLOR & NORTON, INC DISCLAIMS ALL
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR LOST PROFITS
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER
ARISING, INCLUDING NEGLIGENCE). TAYLOR & NORTON, INC’S TOTAL
LIABILITY TO YOU IS LIMITED TO $1,000. Some states do not allow
the foregoing limitations of liability, so they may not apply to
you.
9.
PUBLICITY. Affiliate shall not issue any press release nor
make any public statement regarding this Agreement (including the
terms and existence thereof) or the relationship of the parties
without TAYLOR & NORTON, INC's prior written approval which may be
withheld in TAYLOR & NORTON, INC's sole discretion. Nothing herein
shall require TAYLOR & NORTON, INC to approve the issuance of a
press release nor obligate TAYLOR & NORTON, INC to participate in
a press release with Affiliate.
10.
CONFIDENTIALITY. The Affiliate shall use its reasonable
efforts to keep confidential the terms and conditions of this
Agreement, and all information regarding the specific viewing of
TAYLOR & NORTON, INC advertisements, the click-through rates of
such advertisements and the demographics of viewers who
click-through to the TAYLOR & NORTON, INC website. The Affiliate
may not disclose the other party’s confidential information and
may not use such information except as required to perform under
this contract. The Affiliate’s breach of this confidentiality
provision would cause TAYLOR & NORTON, INC irreparable harm and
TAYLOR & NORTON, INC shall be entitled to appropriate injunctive
relief in the event of such breach. However, the Affiliate may use
aggregate demographic information once stripped of any personal
identifiable information.
11. ENTIRE
AGREEMENT/AMENDMENT. This Agreement contains the entire
agreement between you and TAYLOR & NORTON, INC with respect to the
TAYLOR & NORTON, INC Materials. However, this Agreement does not
modify in any respect the TAYLOR & NORTON, INC user agreement.
This Agreement may be modified by TAYLOR & NORTON, INC at anytime.
If you do not agree with any change, you may terminate your
license to the TAYLOR & NORTON, INC Materials.
Clicking
on the "I
Agree" to the above conditions, will take you to our affiliate
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