©1999 Jules Gouin Music
Designed by The Wing
Designed by The Wing
To begin the enrollment process, you will submit a complete affiliate application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection within seven (7) business days. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for Jules' 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. 2. Our Responsibilities We will be responsible for providing all information necessary to allow you to make appropriate links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service. 3. Other Responsibilities and Opportunities of Affiliate Sites A) If you qualify and agree to participate as an Affiliate Site, you shall display Links prominently throughout your site as you see fit and with our consent. B) Compliance with the Agreement: We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms this Agreement. 4. Commission Determination A) In the event that during any term year Net Sales for Qualifying Purchases of Jules' music exceed Seven Thousand Five Hundred Dollars (7500.00) dollars, the fee will be ten percent (10%) of Net Sales for Qualifying Purchases. B) In the event that during any term year Net Sales for Qualifying Purchases of Jules' music fall between 7501.00 - $10,500.00, the fee will be increased to fifteen percent (15%) of Net Sales for Qualifying Purchases. C) In the event that during any term year Net Sales for Qualifying Purchases of Jules' music fall above $10,501.00, the fee will be increased to twenty percent (20%) of Net Sales for Qualifying Purchases. 5. Reports of Sales Every quarter (3 months), you will receive a report detailing how each of your links is doing. You'll know how much you have earned in referral fees, and we are always here to help when you have questions. At the end of each quarter, we will send you a check for the referral fees you earned in the previous three months. 6. Policies and Pricing Customers who buy through Jules' Affiliate Program will be deemed to be customers of Jules. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and www.julesonline.com. Product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for www.julesonline.com products sold under the Affiliate program in accordance with our own pricing policies. Prices and availability of www.julesonline.com products may vary from time to time. Because price changes may affect music that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. 7. Publicity You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld. 8. Licenses and Use of the www.julesonline.com Logos and Trademarks A) We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through the links solely in accordance with the terms of this agreement and (ii) solely in connection with such links, to use the www.julesonline.com trademark and logo and similar identifying material relating to us (but only in the form(s) that they appear on our www.julesonline.com site) (collectively, the "licensed materials"), for the sole purpose of selling www.julesonline.com products on your site for www.julesonline.com you may not alter, modify, or change the licensed materials in any way. you are only entitled to use the licensed materials to the extent that you are a member in good standing of the affiliate program. B) You shall not make any specific use of any Licensed Materials for purposes other than selling www.julesonline.com products on your site for www.julesonline.com, without first submitting a sample of such to us and obtaining the prior written consent of your www.julesonline.com account executive, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice. We disclaim all liability for all such 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. 9. Term of the Agreement The term of this Agreement will begin upon our acceptance of your Affiliate Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission on sales occurring during the term, and commissions earned through the date of termination will remain payable only if the related www.julesonline.com product orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 10. Modification We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in Jules' Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change. 11. Relationship of Parties You and www.julesonline.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will 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. 12. 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) You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. D) 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. E) 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. 13. Confidentiality Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis. 14. Limitation of Liability We will not be liable for indeirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this agreement or the affiliate network, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement will not exceed the total commissions paid or payable to you under this agreement. 15. Indemnification You hereby agree to indemnify and hold harmless www.julesonline.com and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us. 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 affiliate program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.  |