Affiliate Agreement

Affiliate Agreement

This is the Agreement that will govern your participation in an Engagement 

through The 199Trust.com affiliate program with Us.  Please read this Agreement and check the box on the previous page to digitally sign this Agreement.   To  print a copy of this Agreement, please use your browser's print command.   

 

 PUBLISHER AGREEMENT 

 

This Publisher Agreement (this "Agreement") is made between you ("You") and

us  ("We" or "Us").  Neither LinkShare Corporation nor any of its corporate

affiliates are parties to this Agreement. 

 

BACKGROUND 

 

Both parties desire to establish the general terms and conditions which shall

govern advertising and commission arrangements between You and Us resulting

from our participation in The 199Trust.com affiliate program. 

 

TERMS AND CONDITIONS 

 

In consideration of the promises set forth below, each party agrees as  follows: 

 

1. Offers and Engagements. 

 

1.1. From time to time, We may post on The 199Trust.com affiliate program offers 

(each, an "Offer") to pay to other participants a specified commission in  return

for certain advertising services leading to a Qualifying Link (defined  below).     

 

1.2. If You accept one of our Offers, we will have entered into an  "Engagement." 

Each Engagement shall have the same identification number as the original Offer

that lead to the Engagement and shall be governed by the  terms and conditions

of this Agreement.  However, in the event of any inconsistency between the

terms of the specific Engagement and the terms of  this Agreement, the terms of

the Engagement shall govern. 

 

1.3. At any time prior to You displaying a Qualifying Link on one of Your

websites, Advertiser may, with or without notice (a) change, suspend or

discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or 

modify any graphic or banner ad that we have submitted for an Offer or an 

Engagement.  You agree to promptly implement any request from Us to remove,

alter or modify any such graphic or banner ad. 

 

2. Your Responsibilities. 

 

2.1.  You hereby agree to comply with all applicable laws. 

 

2.2   You hereby agree that the position, prominence and nature of links on the

Your site shall comply with any requirements specified in the Engagement,  but

otherwise will be in Your discretion. 

 

2.2. You agree not to make any representations, warranties or other statements 

concerning Us, Our site, any of Our products or services, or Our site  policies,

except as expressly authorized by the Engagement. 

 

2.3. You are responsible for notifying Us and LinkShare Corporation of any 

malfunctioning of the URLs specified in the Engagement (the "Required URLs") 

or other problems with Your participation in the Engagement.  We will respond 

promptly to all concerns upon receipt of Your notification. 

 

2.4. PPC bidding is not allowed on the terms netalamode, net a la mode,

netalamode.com, net a la mode clothing, netalamode com, netalamode.com sale

and on any variations or misspellings of the brand name. Please note,

"trademark +" (trademark plus) bidding is also not allowed in the program

 

3. Commissions. 

 

3.1. We agree to pay to You the commission specified in the Engagement if We

sell to a visitor to Our site (a "Customer") a product or service that is the  subject

of the Engagement and if that Customer has accessed Our site and  purchased

the product or service via a Qualifying Link. 

 

3.2. A "Qualifying Link" is a link from Your site to Our site using one of the

Required URLs or any other URL provided by Us for use in the LinkShare 

Network(B2C) if it is the last link to Our site that the Customer uses during  a

Session where a sale of a product or a service to Customer occurs.  A  "Session"

is the period of time beginning from a Customer's initial contact with Our site via

a link from Your site and terminating when the Customer  either returns to Our

site via a link from a site other than Your site or the  Engagement expires or is

terminated.  

 

3.3. We shall have the sole right and responsibility for processing all orders made

by Customers. You acknowledges that all agreements relating to sales to

Customers shall be between Us and the Customer. 

 

3.4. All determinations of Qualifying Links and whether a commission is payable

will be made by LinkShare Corporation and will be final and binding on  both You

and Us.  Prices for the products will be set solely Us in Our discretion. 

 

4. Ownership and Licenses. 

 

4.1. Each party owns and shall retain all right, title and interest in its names,

logos, trademarks, service marks, trade dress, copyrights and proprietary

technology, including, without limitation, those names, logos,  trademarks,

service marks, trade dress, copyrights and proprietary technology  currently used

or which may be developed and/or used by it in the future. 

 

4.2. We grant to You a revocable, non-exclusive, worldwide license to use,

reproduce and transmit the name, logos, trademarks, service marks, trade dress

and proprietary technology, as designated in the Engagement or during the 

registration process in The 199Trust.com affiliate program, on Your site solely for  the

purpose of creating links from Your site(s) to Our site(s) during  Engagements.

Except as expressly set forth in this Agreement or permitted by  applicable law,

You may not copy, distribute, modify, reverse engineer, or  create derivative

works from the same.  You may not sublicense, assign or  transfer any such

licenses for the use of the same, and any attempt at such  sublicense,

assignment or transfer is void. 

 

4.3. You grant to Us a non-exclusive, worldwide, royalty-free license to use, 

reproduce and transmit any graphic or banner ad submitted by You solely for  co-

branding purposes or as a return link from Our site(s) to Your site(s). We  will

remove such graphic or banner ad upon Your request. 

 

5. Termination. 

 

5.1. Either party may terminate any Engagement at any time by deleting their 

acceptance of the Engagement through The 199Trust.com affiliate program.  

Termination  of an Engagement shall not terminate this Agreement or any other

Engagement.

 

 5.2. Either party may terminate this Agreement at any time, for any reason, 

provided that they provide at least five day's prior written notice of such 

termination to the other party and The 199Trust.com affiliate program.  Termination of 

this Agreement shall also terminate any outstanding Engagements.  However, all 

rights to payment, causes of action and any provisions which by their terms  are

intended to survive termination, shall survive termination of this  Agreement. 

 

6. Representations. 

 

6.1. Each party represents to the other that (a) it has the authority to enter  into

this Agreement and sufficient rights to grant any licenses granted  hereby, and

(b) any material which is provided to the other party and  displayed on the other

party's site will not (i) infringe on any third party's  copyright, patent, trademark,

trade secret or other proprietary rights or  right of publicity or privacy; (ii) violate

any applicable law, statute,  ordinance or regulation; (iii) be defamatory or

libelous; (iv) be lewd,  pornographic or obscene; (v) violate any laws regarding

unfair competition,  antidiscrimination or false advertising; (vi) promote violence

or contain hate  speech; or (vii) contain viruses, trojan horses, worms, time

bombs, cancelbots  or other similar harmful or deleterious programming routines. 

 

6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY

MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER

PARTY, INCLUDING, BUT NOT LIMITED  TO, ANY IMPLIED WARRANTIES

OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE. 

 

7. Cross-Indemnification. 

 

7.1. Each party hereby agrees to indemnify, defend and hold harmless the other 

party and its publishers, directors, officers, employees and agents, from and 

against any and all liability, claims, losses, damages, injuries or expenses 

(including reasonable attorneys' fees) brought by a third party, arising out  of a

breach, or alleged breach, of any of its representations or obligations herein. 

 

8. LinkShare Required Provisions.

 

8.1. Each party jointly and severally agrees to indemnify, defend, and hold 

harmless LinkShare Corporation and its publishers, officers, directors, 

employees and agents (collectively, "LinkShare") from and against any and all 

liability, claims, losses, damages, injuries or expenses (including reasonable 

attorneys' fees) directly or indirectly arising from or relating to any Offer, 

Engagement, any other matter related to this Agreement or the subject matter 

hereof any dispute relating thereto. 

 

8.2. The parties agree that LinkShare may rely on any data, notice,  instruction or

request furnished to LinkShare by either party which is  reasonably believed by

LinkShare to be genuine and to have been sent or  presented by a person

reasonably believed by LinkShare to be authorized to act  on behalf of one of the

parties.  In the event of any dispute between the  parties, the parties agree that to

the extent the parties contact and involve  LinkShare, LinkShare may consult with

and use counsel of its own choice in  connection with such dispute and the

reasonable fees and disbursements of  LinkShare's counsel shall be within the

costs and disbursements covered by the  indemnity specified in Section 8.1

above. 

 

8.3. The parties acknowledge and agree that this Agreement and the

Engagements  are only made possible due to LinkShare and that the parties

shall not, for  the duration of this Agreement and for twenty-four (24) months

thereafter,  enter into any advertising, collaborations or other commercial

arrangements  with each other in connection with their sites on the World Wide

Web except  via The 199Trust.com affiliate program. 

 

8.4. The parties acknowledge and agree that the nature of the Product is such 

that in its normal operation it may access and download elements of software 

data from resources which are external to the computer or device running the 

Product, such as Product enabled servers.  The parties acknowledge that 

LinkShare has not undertaken to provide such external resources or servers and 

specifically disclaims any representation or warranty as the availability,  quality or

performance of such resources or whether they may contain any  defects which

may affect the performance of the Product or either party's  computer.  LinkShare

shall not be responsible for provision of any  communications facilities or the

costs associated with such communications. 

 

8.5. The parties agree that LinkShare is an intended third party beneficiary  of

this Agreement. 

 

9. Limitation of Liability. 

 

9.1. In no event shall either party be liable to the other party for any  direct,

indirect, special, exemplary, consequential or incidental damages,  even if

informed of the possibility of such damages. 

 

9.2. The parties agree that The 199Trust.com affiliate program and LinkShare 

Corporation and its publishers, officers, directors, employees and agents  shall

not be liable to either party for any direct, indirect, special,  exemplary,

consequential or incidental damages, even if informed of the  possibility of such

damages. 

 

10. General. 

 

10.1. Each party shall act as an independent contractor and shall have no 

authority to obligate or bind the other in any respect. 

 

10.2. This Agreement has been made in and shall be construed and enforced in 

accordance with the laws of the state of New York.  Any action to enforce this 

Agreement shall be brought in the federal or state courts located in that  state.  If

you need to send official correspondence, send it via registered  mail to Our

headquarters to the attention of Our legal department. 

 

10.3. By accepting any Offer through The 199Trust.com affiliate program, You agree 

that you will be deemed to have executed, and will be bound by, this  Agreement.  

 

10.5. The provisions of this Agreement are independent of and separable from 

each other, and no provision shall be affected or rendered invalid or 

unenforceable by virtue of the fact that for any reason any other or others of 

them may be invalid or unenforceable in whole or in part.