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Affiliates Agreement
Table Of Contents:
Article 1 General
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
Article 2 Affiliate Links
2.01
Article 3 Payments
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
Article 4 Warranties and Representations
4.01
4.02
Article 5 Miscellaneous
5.01
5.02
5.03
5.04
5.05
5.06
5.07
5.08
5.09
5.10
5.11
5.12
Contents:
General
1.01
This is an agreement between Broadjam Inc. ("we", "us" or "Broadjam") and you and any band, group, association or entity for whom you are acting as an agent ("you" or "Affiliate").
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1.02
This Agreement specifies the terms and conditions that govern your participation in the Broadjam Affiliates Program (the "PROGRAM").
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1.03
This Agreement incorporates by reference the Broadjam User & Subscription Agreement (hereinafter the "USA," found at www.broadjam.com) and you agree to its terms. This Agreement is intended to be read with the USA and not to limit it. Any conflicts or inconsistencies between this Agreement and the USA shall be resolved on a case-by-case basis in the manner most likely to effect the intent of the Parties.
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1.04
The following terms shall have the following meanings for purposes of this Agreement:
(a) "Affiliate" means an individual or entity who maintains a Broadjam membership account and accepts the terms and conditions of this Agreement.
(b) "Affiliate Code" means a unique code assigned by Broadjam to each Affiliate in order to track the Affiliate's Qualified Referrals.
(c) "Affiliate Link" means a specially formatted link including a unique identification code assigned by Broadjam to each Affiliate through which the Affiliate's prospective referrals can navigate to the Broadjam membership sign-up pages.
(d) "Broadjam Account" means the non-demand account maintained by Broadjam to hold funds you may earn by participating in various Broadjam-sponsored programs.
(e) "Fees" means the applicable amounts payable to you by Broadjam pursuant to this Agreement.
(f) "Membership Fee" means the full first-year, Broadjam membership subscription fee actually collected by Broadjam from a New Member and not returned to the New Member for any reason OR up to but no more than twelve consecutive payments of the monthly subscription fee actually collected by Broadjam from a New member and not returned to the New Member for any reason.
(g) "New Member" means a first-time, paying Broadjam member who subscribes at the PRIMOMoB, or any other paid level of Broadjam membership. A non-paying Broadjam member who becomes a paying Broadjam member shall be considered a "New Member".
(h) "Qualified Referral" means your referral to Broadjam of a New Member who either enters your Affiliate Code in the designated manner during their membership sign-up process; or navigates to the membership sign-up pages through your Affiliate Link.
(i) "Term" means the period beginning on the Effective Date of this Agreement and extending coterminously with your uninterrupted status as a Broadjam Subscriber, regardless of whether your subscription is paid or complimentary. If your Broadjam subscription terminates for any reason and you later re-subscribe, this Agreement will not automatically revive.
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1.05
The PROGRAM permits Affiliates to earn commissions by referring others to become New Members of Broadjam.
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1.06
To enroll as an Affiliate, you must first complete the Broadjam subscription process located on our web site at http://www.broadjam.com (the "Site") or such other registration process as we may require. You must also accept the terms and conditions of this Agreement.
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1.07
Pursuant to all the terms and conditions of this Agreement, Broadjam will pay you ten percent (10%) of the first-year Membership Fee collected from each New Member for whom you make a Qualified Referral.
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1.08
You may terminate this Agreement at any time by providing Broadjam with thirty (30) days' written notice of your intention to terminate. Broadjam may terminate this Agreement at any time, without notice and in its sole discretion.
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1.09
Broadjam reserves the right at any time and from time to time to modify or discontinue the PROGRAM, temporarily or permanently, with or without notice. You agree that Broadjam shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the PROGRAM.
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1.10
Broadjam reserves the right to modify, update or otherwise change the terms and conditions of this Agreement. We will notify you of any material changes to this Agreement by posting the revised terms to the Site. YOU SHOULD REFER TO THE SITE FREQUENTLY TO ENSURE THAT YOU HAVE REVIEWED AND ARE FAMILIAR WITH THE MOST RECENT VERSION. Unless we state otherwise, the change, addition or deletion will apply to your future use of the PROGRAM. You are deemed to accept all changes, additions and deletions unless and until you terminate this Agreement. If you do not agree to any such change, your sole remedy is to terminate this Agreement pursuant to Section 1.08.
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Affiliate Links
2.01
If you place an Affiliate Link on any website:
(a) Broadjam grants you a revocable, non-exclusive, non-transferable license to display such images as are made a part of your Affiliate Link, solely for the purpose of identifying your participation in the PROGRAM. You may not modify any of Broadjam's images in any way. We reserve all rights in and to all images made a part of your Affiliate Link, our trade names, trademarks, copyrights and all other intellectual property rights. We may revoke this license at any time without notice.
(b) You may not use your Affiliate Link in any way that would harm or tarnish Broadjam's image. Upon termination of this Agreement, this license shall be revoked and you agree to cease all use of the Affiliate Link or any element thereof.
(c) You are solely responsible for the development, operation and maintenance of any website upon which you place an Affiliate Link and for all materials that appear on such website, including, without limitation, ensuring that no materials posted on such website violate or infringe upon the intellectual property, personal or proprietary rights of any third party and that materials posted on such website are not libelous or otherwise actionable at law. Broadjam expressly disclaims all liability related to such matters, and you will indemnify and hold us harmless from all claims, damages, losses and expenses (including, without limitation, costs and attorney fees) relating thereto.
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Payments
3.01
With respect to any Qualified Referral, no Fees shall accrue, post to your Broadjam Account or be payable to you until, at the earliest, the ninety-first day following the commencement of the New Member's Broadjam membership.
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3.02
Under no circumstances shall any Fees be payable to you if, with respect to any referral you make, the New Member cancels his or her Broadjam membership within ninety (90) days following the commencement of the New Member's Broadjam membership.
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3.03
No Fees shall be payable to you for referring yourself as a New Member.
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3.04
Except as provided herein, Fees payable to you with respect to each Qualified Referral shall be limited as set forth in Section 1.07 herein. No Fees shall be payable to you for any subsequent membership renewals by the New Member nor for any other revenue attributable to the New Member.
(a) Notwithstanding provisions to the contrary contained herein, subject to the ninety (90)-day hold-back period set forth in Section 2.01 above, Fees due to you, with respect to a Qualified Referral in which the New Member selected Primo MoB membership with monthly billing shall accrue and post monthly to your Broadjam Account.
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3.05
Broadjam will compute amounts payable to you after the end of each calendar quarter during the Term, and will provide a statement to you in accordance with Broadjam's standard business practices.
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3.06
(a)You must request payment of amounts due and payable to you, in accordance with procedures specified by Broadjam. Broadjam will not remit payment automatically.
(b) Before any payment will be remitted to you, you must print out and submit either a completed W-9 form (US merchants) or a completed W-8 BEN form (non-US merchants) to Broadjam. Please either fax forms to 608-273-3635 or mail to: Broadjam Inc., 6401 Odana Rd., Madison, WI 53719, Attn: Accounting. Incomplete forms will not be processed.
Instructions for filing a W-9 form can be found at:
http://www.irs.gov/pub/irs-pdf/iw9.pdf
.
The W-9 form can be found at:
http://www.irs.gov/pub/irs-pdf/fw9.pdf
.
Instructions for filing a W-8 form can be found at:
http://www.irs.gov/pub/irs-pdf/iw8ben.pdf
.
The W-8 form can be found at:
http://www.irs.gov/pub/irs-pdf/fw8ben.pdf
.
(c) You may request payment from your Broadjam Account once per calendar quarter but only at such times as the total amount owed to you equals or exceeds twenty United States dollars ($20.00). Broadjam will remit payment amounts owed to you within thirty (30) days of the end of the calendar quarter in which you make the request.
(d) All checks issued by Broadjam are subject to the stale checks policy set forth in Section 4.06 of the USA.
(e) You must request payment for Fees within two (2) calendar years after such earnings have posted to your PROGRAM Affiliate account. Upon the expiration of such two (2)-year period, all such earnings shall be converted to Purchase Credits in accordance with Section 4.05 of the USA and Broadjam shall have no further obligation to remit cash or any other type of payment.
(f) The provisions of this Article II shall constitute full consideration for all obligations undertaken by you hereunder, including your acceptance of the terms and conditions of this Agreement.
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3.07
If this Agreement terminates, Broadjam will remit payment amounts owed to you that equal or exceed ten United States dollars ($10.00) within thirty (30) days of the end of the calendar quarter in which this Agreement terminates. If the total amount owed to you is less than ten United States Dollars ($10.00) at the time of termination, your payment will be suject to a five ($5.00) dollar processing fee and Broadjam will remit the balance to you, if any within thirty (30) days of the end of the calendar quarter in which this Agreement terminates. This Section 3.07 is not meant in any way to limit any other provisions of this Article III.
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3.08
If you are acting on behalf of another Artist (as such term is defined in the USA), distributing payment to such Artist is your sole responsibility.
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Warranties and Representations
4.01
By accepting this Agreement, you expressly warrant and represent the following to Broadjam and acknowledge that Broadjam is relying upon such warranties and representations:
(a) That you have reached the age of majority and are otherwise competent to enter into contracts in your jurisdiction; and that in any event you are at least 18 years of age; and
(b) That all factual assertions you have made and will make to us are true and complete.
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4.02
You agree to sign and deliver to Broadjam any additional documents that Broadjam may request to confirm your warranties and representations under this Agreement.
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Miscellaneous
5.01
All notices required to be sent to Broadjam under this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage paid, or by overnight delivery service, to Broadjam Inc., 6401 Odana Rd. Madison, WI 53719 Attention: Legal.
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5.02
Broadjam reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein.
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5.03
Your rights under this Agreement are not assignable and any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at Broadjam's option.
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5.04
This Agreement is binding on the Parties and their respective heirs, legatees, executors, successors and assigns. Except for Policies and other agreements incorporated by reference herein (including but not limited to the USA), this Agreement is the entire agreement between the Parties and supersedes all prior written or oral agreements between the Parties relating to the subject matter hereof. If any portion of this Agreement is found to be void or unenforceable, the remaining portion shall be enforceable with the invalid portion removed, giving all reasonable construction to permit the essential purposes of the Agreement to be achieved. The Parties' various rights and remedies hereunder shall be construed to be cumulative.
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5.05
This Agreement shall be deemed to have been made in the State of Wisconsin, United States of America and it shall be governed by the substantive laws of the State of Wisconsin without regard to any applicable conflict of laws provisions. The Parties submit to jurisdiction in the state and federal courts sitting in Dane County, Wisconsin, and you hereby waive any jurisdictional, venue or inconvenient forum objections.
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5.06
Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law. Nothing in this Agreement shall be construed or deemed to create any partnership, agency, joint venture, employment or franchise relationship between the Parties.
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5.07
Each Party hereto agrees to execute all further and additional documents as may be necessary or desirable to effectuate and carry out the provisions of this Agreement.
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5.08
Captions and headings used in this Agreement are for purposes of convenience only and shall not be deemed to limit, affect the scope, meaning or intent of this Agreement, nor shall they otherwise be given any legal effect.
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5.09
No breach of this Agreement by Broadjam shall be deemed material unless the Party alleging such breach shall have given Broadjam written notice of such breach, and Broadjam shall fail to cure such breach within thirty (30) days after its receipt of such notice.
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5.10
All duties, liabilities, obligations, warranties, representations, covenants, authorizations, agreements and restrictions undertaken by and/or imposed upon you in connection with this Agreement shall be deemed to apply jointly and severally to all members collectively and each member individually of any group at any time comprising the Artist (as that term is defined in the USA) you may represent.
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5.11
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to participation in the PROGRAM must be filed within one (1) year after such claim or cause of action arose or be forever barred.
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5.12
The following provisions shall survive termination of this Agreement: 1.10, 2.01, 4.01, 4.02, 5.10, 5.11.
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