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IslaMusical.com Affiliate Agreement
This Agreement contains the complete terms and conditions that apply to your participation in our referral program and the placement of links from your website(s) to our website at http://www.islamusical.com.
- Application and Agreement. There is no cost for you to participate in our referral program and we do not require you to have a website which is related to the music or entertainment world. Once you have completed your application, and we received your signed copy of this Agreement, we shall decide, in our sole discretion, whether to accept your application to enter into this Agreement with us. In the event that we decide to enter into this Agreement with you, we will execute and return a copy of this Agreement to you. No agreement exists unless and until you receive a copy of this Agreement that has been signed by us.
If we reject your application, you may re-submit another application at any time.
Finally, if we accept your application and sign an Agreement with you, and we later determine, in our sole discretion, that your website(s) are unsuitable for the referral program under this Agreement, we shall have the right to terminate this Agreement with you. Just for example, and this list is not intended to limit in any way our sole discretion to terminate this Agreement at any time, we may determine that your website(s) is unsuitable if it contains adult, violent or offensive content, discriminates against any group of people, encourages illegal activities, or violates anyone's intellectual property rights.
- Links. Within a reasonable amount of time after we sign this Agreement, we will provide you with: a) instructions to use special tagged links ("Special Links") to refer potential customers to our website and b) graphical artwork to use in linking to our website. It is solely your responsibility to ensure that your links to our website are properly using the Special Links so that we can credit your account with referral fees for qualified sales from customers which you refer to us. We will not be responsible for the consequences of any failure to properly set up and/or use the Special Links on your website(s), including any loss of any referral fees which would ordinarily be credited to your account.
Please note that while we will use commercially reasonable efforts to present accurate information about our products and services, we cannot guarantee the availability or price of any particular product or service. You may not include our price information in any descriptions which are related to your Special Links.
In addition, we may provide you with instructions on how to provide a "Search Box Link" on your website(s) which will generate Special Links to our website based on the search criteria specified by visitors to your website(s).
You may add or delete Special Links to pages on our website(s) at your discretion. However, in the event that you place Special Links on your website(s), you will comply with our published guidelines regarding the use and placement of Special Links, and on the use of any graphical artwork which we provide to you. We may change our published guidelines from time to time, without notice to you, and in our sole discretion.
You acknowledge that by participating in the referral program under this Agreement that we will receive information from visitors and about visitors from your website(s), and you hereby irrevocably and unconditionally authorize us to receive, store, use and disclose visitor information in accordance with our customer policies, as they are revised from time to time.
- Website Operation. You are solely responsible for the programming, content, operation and maintenance of your website(s), and we disclaim all responsibility and liability for your website(s). In addition, you will indemnify and hold us harmless for all claims, damages and expenses relating to the content, development, hosting, operation, maintenance, required licensing and permits, and similar costs related to your website(s).
In addition, you may not: a) knowingly include viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or otherwise detrimental programming routines on your website(s), b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by anyone; c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; d) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to which website is hosting any function or transaction (for example, search boxes, shopping carts, browsing products, etc.); or e) post or serve any advertisements or promotional content around or in conjunction with the display of our site (for example, through the use of any web browser "framing" technology or the use of pop-up windows), or cooperate, enable or encourage any third party to do these acts. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees that would otherwise be payable to you under this Agreement and/or terminate this Agreement.
Finally, you agree that your domain names do not and will not contain the words "isla", and/or "islamusical.com" or any variation of these words, and that you will not utilize any third parties to exploit any of these words for the purpose of causing your website(s) to appear as a search result for these words or for any other exploitable purpose relating to these words.
- Order Processing. We will process and fulfill all customer orders which are made by people referred to us from your website(s) ("Referred Customers") under the same terms, rules, conditions, operating procedures, and policies (including without limitation, our right to reject orders that do not comply with our then existing policies) as our other customers who have not been referred to us by your website(s).
In addition, we will track the purchases made by Referred Customers who have reached our site using Special Links ("Link Customer(s)") and provide a report to you which summarize the activity of Link Customers in a format and frequency which will be determined by us, from time to time, in our sole discretion. We will handle all aspects of the order processing, payment collection, cancellations, returns, refunds, exchanges, shipping and handling, etc.
- Referral Fees. During the term of this Agreement, we will pay you certain referral fees based on qualified sales to Link Customers that we have tracked, in accordance with the Referral Fee Schedule set forth below. To be qualified to earn a referral fee for you, the Link Customer must have reached our website through a Special Link and purchased a product or service during the same web-browser session. For this purpose, a web-browser session ends after a) twenty-four hours elapses from the time that the Link Customer initially reaches our website, or b) the Link Customer purchases a product or service, or c) the Link Customer returns to our website through a third party's Special Link, or d) the former Link Customer returns to our website without using a Special Link (all as determined by us in our sole discretion). You will not earn any referral fees for the purchase of any gift certificates from us. Referral Fees shall only be paid after the order has been processed, i.e. we have received payment, and the goods have been shipped or the services have been rendered.
We will begin crediting your account with referral fees only after we sign an agreement with you and Link Customers from your website have visited our website using a Special Link and completed a qualified purchase under this Agreement.
- Referral Fee Schedule. We will calculate the monthly total of our applicable website retail prices (adjusted by any applicable discounts, promotional offers, coupons, special sales, etc.) for qualified purchases (please see Section 5 for the definition of qualified purchases) made by Link Customers from your website ("Referral Sales Volume"). Your applicable referral fees shall equal seven percent (7%) of your monthly total Referral Sales Volume. The Referral Sales Volume amount shall not include any shipping and handling fees, taxes, duties, gift-wrapping fees, service charges, credit card processing fees, credits for returns, and similar fees and expenses. Furthermore, the maximum referral fee for products other than books, music recordings, video recordings and for services, for any single purchase, shall be limited to twenty dollars per item, regardless of the price charged for the sale of such item. We will credit your account with the applicable referral fees, and adjust your account to reflect any deductions due to credits for returned goods, refunds, exchanges, losses due to credit, charge and debit card fraud and bad debt, and similar expenses.
In addition, monthly bonuses will be awarded to eligible participants in our referral program who have reached certain monthly total Referral Sales Volume thresholds. The applicable monthly bonus percentage will be applied to the total Referral Sales Volume generated from orders that have been shipped as of the end of the month, based on the following chart:
Total Referral Sales Volume
From Your Link Customers in a Month |
Additional
Percentage Bonus |
| Over $1,500.00 | 1% |
| Over $5,000.00 | 2% |
| Over $8,000.00 | 3% |
| Over $11,000.00 | 4% |
Your account will be credited with the applicable monthly bonus after the end of the month and a confirmation notice will be sent to you.
We may change the Referral Fee Schedule from time to time, without notice to you, in our sole discretion. Please visit the current version of this agreement on our website on a regular basis for updates.
- Referral Fee Payments. At the end of each calendar quarter, we will calculate your account balance based on the applicable referral fees, monthly bonuses, and any prior outstanding account balances that are due to you. In the event that the total amount due to you is greater than seventy-five dollars for the calendar quarter, we will send you a check for the amount due (adjusted by any taxes which we are required to withhold under applicable law). If the total amount due to you is less than seventy-five dollars, we will carry over the amount in your account and wait until the amount due to you exceeds seventy-five dollars, or until the end of the calendar year. At the end of the calendar year, we will send you a check for the balance due to you from your account regardless of the amount.
- Referral Fee Report. We will give you instructions so that you can log in to our website and see the referral fees that you have earned under this referral program. Please note that in accordance with our privacy policies, we will not provide you with the personal contact, billing or shipping information for any purchases and we will not identify the specific products or services that have been purchased by any of our customers. This report is the only record which you will have the right to examine or to have examined by an agent for the referral program, and we will maintain the records of your qualified sales for one year after the date of the sale.
- Compliance. Each of us shall operate their respective websites and services in compliance with all applicable laws and regulations and each of us will be solely responsible for obtaining all required government authorizations necessary to perform our obligations under this Agreement.
- Ownership. All intellectual or proprietary property and information which is supplied or developed by either of us shall remain the sole and exclusive property of the party who supplied or developed the property or information.
- Licenses. During the term of this Agreement, we grant to you a royalty-free, non-exclusive, revocable, non-transferable, worldwide license to use, reproduce, display, distribute, and perform our graphical artwork and our tradenames, trademarks, service marks and logos (collectively, "Our Materials") as is reasonably necessary to establish and promote the Special Links, provided that any use of Our Materials is subject to our prior written approval.
We may modify Our Materials from time to time and you will promptly update your use of any of Our Materials as soon as you receive the new versions or additions to Our Materials (and any such new versions or additions shall be deemed to be included in Our Materials). We are not granting you any ownership rights to these materials, and you acknowledge that we own Our Materials and agree that you will not do anything that is inconsistent with our sole and exclusive ownership of Our Materials, and you further agree that you will not modify the image or text of any of Our Materials in any way. Finally, you agree that you will take no action that shall interfere with or diminish our rights to Our Materials and that you will comply with our Trademark Guidelines, as those guidelines may change from time to time.
We may revoke your licenses to any of Our Materials at any time by sending written notice to you.
- Publicity. You may not a) issue any press release that discusses our relationship, this Agreement, or your participation in our referral program; or b) make any statement which would tend to misrepresent our relationship or to cause any third parties to rely in any way on our relationship, or c) express or imply any relationship or affiliation between us and you, or us and any other party.
- Term and Termination. The term of this Agreement will begin after we receive a signed copy of the Agreement from you and we have countersigned the Agreement and sent a copy back to you. Either you or we may terminate this Agreement at any time, with or without cause, by sending a written notice of termination to the other party.
At the time that this Agreement is terminated, you will a) remove all links from your website(s) to our website, and b) remove all of Our Materials from your website, c) remove any another other materials which we have provided to you under our referral program, and d) cease using any of Our Materials for any purpose whatsoever.
We will pay all qualified referral fees which are due to you based on sales which were completed prior to the termination of this Agreement for any reason, with adjustments for any cancellations, returns, refunds, or other payment issues, etc. We will withhold your final payment for a reasonable amount of time for any applicable adjustments to be completed so that we can ensure that the right amount is sent to you.
- Modifications. We have the right to modify any portion or all of the terms and conditions of this Agreement, at any time, without prior notice, and in our sole discretion, by sending you notice of the modification or by posting a new version of this Agreement on our website. If you do not wish to agree to any such modifications, then your only recourse is to terminate this Agreement in writing to us. In the event that you continue to participate in the referral program after we make a modification to the Agreement, then your participation will constitute a binding acceptance of the change to the Agreement.
- Disclaimers. Each party specifically disclaims any representation or warranty regarding any economic or other benefit that the other party might obtain through its participation in this Agreement. In addition, each party makes no representation that its website(s) will operate without interruption or is error-free, and neither party shall be liable for the consequences of any interruptions or errors.
- Relationship. Each of the parties is an independent contractor and nothing in this Agreement will create or imply any partnership, joint venture or agency relationship between the parties and neither party shall have the power to obligate or bind the other party except as expressly provided for in this Agreement.
- Limitation of Liability. Neither party shall have any liability for any indirect, special, punitive or consequential damages, including without limitation, loss of profit or business opportunities, whether or not the party was advised of the possibility of such damages. Furthermore, except as expressly set forth in this Agreement, each of the parties hereby expressly disclaims any representations or warranties, express or implied, regarding the products and services related to the referral program, including without limitation, any implied warranty of merchantability or fitness for a particular purpose, and any implied warranty of noninfringement, and any implied warranties that might arise from course of dealing, performance or trade usage. Finally, our total liability to you with respect to this Agreement or the referral program shall not exceed the total referral fees paid to you under this Agreement.
- Competition. We may at any time, directly or indirectly, solicit customer referrals in other programs and other agreements which have different terms and conditions from this Agreement. In addition, we may provide content which is similar to the content that you provide on your website, or provide products and/or services which compete with the products and services which your provide on your website(s). You hereby represent and warrant that you have independently evaluated the desirability of participating in our referral program and are not relying on any representation, guarantee or statement which is not in this Agreement.
- Complete Agreement. This Agreement constitutes the complete agreement and understanding of the parties with respect to the referral program set forth in this Agreement.
- Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., exclusive of its choice of law principles.
Any controversy or claim arising out of or related to this Agreement, or any breach thereof (a "Dispute"), shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), conducted by a single arbitrator familiar with internet-related disputes selected by the parties from a list supplied by the AAA, with the forum being in the Borough of Manhattan, City of New York, State of New York, USA. The arbitrator shall undertake reasonable efforts to minimize the cost of the arbitration to the parties. In no event shall the arbitrator be authorized to award punitive or enhanced damages. The parties hereby submit exclusively, unconditionally and irrevocably to the jurisdiction of the Courts of the State of New York in the event that it is necessary to enforce the arbitrator's award.
Notwithstanding any provision to the contrary, to the extent that you may have violated our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of New York, New York County, and you hereby consent to the exclusive jurisdiction of such courts, and for this purpose, a) each of the parties hereby submits to personal jurisdiction and waives any objection as to venue in the federal or state courts located in the County of New York, State of New York, b) service of process on the parties in any action arising out of or relating to this Agreement shall be effective if mailed to the parties, and c) the parties waive all right to trial by jury in any action or proceeding to enforce or defend any rights under this Agreement.
- Assignment. You may not sell, transfer or assign this Agreement or the rights or obligations in this Agreement.
- Waiver. Our failure to exercise any of our rights or privileges under this Agreement shall not be deemed a waiver of our rights or privileges, and shall not be deemed a waiver of our right to exercise them at any subsequent time or times.
- Severability. In the event that any one or more of the provisions contained in this Agreement shall be determined to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision or provisions in every other respect and the remaining provisions of this Agreement shall not be in any way impaired.
- Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
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