BabyAge.com Affiliate Agreement
THIS IS AN AGREEMENT BETWEEN BabyAge® ("BabyAge®") AND ITS AFFILIATE ("Affiliate") to use the BabyAge® Material(s). You first need to read and agree to the terms of BabyAge® Affiliate Agreement. If the license terms are acceptable to you, click on the "I Agree" button. Then after you complete the BabyAge® license form below you are ready to link to BabyAge®. Thank you for your interest in BabyAge®.
Terms: You agree to the following terms and conditions in order to use the BabyAge® Materials:
1. LICENSE. Subject to the terms and conditions of this contract, BabyAge® hereby grants to the Affiliate a limited, non-exclusive, non-transferable license to use the BabyAge® advertising materials provided to Affiliate by BabyAge® (if any) (the "BabyAge® Materials"), and to use the BabyAge® trademarks, service marks and logos set forth therein, or as otherwise specified in writing by BabyAge® (collectively the "BabyAge® Marks"), for the sole purpose of linking to the appropriate BabyAge® page. The Affiliate shall use only the most current BabyAge® Materials, as may be provided by BabyAge® from time to time. Affiliate shall not form any combination marks with BabyAge® Materials. Affiliate hereby admits and recognizes BabyAge®'s exclusive ownership of BabyAge®'s Materials and the renown of such Materials worldwide. Affiliate agrees not to take any action inconsistent with BabyAge®'s ownership of BabyAge®'s Materials and agrees that any benefits accruing from use of such Materials shall automatically vest in BabyAge®. Affiliate may not modify for public display any BabyAge® Materials, logos or marks, except upon receiving BabyAge®'s prior written approval. Affiliate may not sublicense, resell, assign or transfer any of its rights hereunder, without the prior written approval of BabyAge®, such approval to not be unreasonably withheld. Any attempt to resell, assign or transfer such rights absent such approval is void and shall, at BabyAge®'s election, result in immediate termination of this contract, without liability to BabyAge®. All rights not expressly granted hereunder are reserved to BabyAge®.
2. PAYMENT. Affiliate can earn commissions under the following conditions:
New publishers can start earning 2% - 4% with the potential to earn up to 12% based on performance
3.1 You may use the Materials only as an active hypertext link to (as applicable) the appropriate BabyAge® page. The Materials may not link to any other page. You may not frame the BabyAge® 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 BabyAge® site in a distorted fashion.
3.2 You may display the Materials only in the form and at the size BabyAge® provides to you. You may not modify or alter the Materials in any way, including size, proportions, colors, elements, type or in any other respect. You may not animate, morph or otherwise distort the Materials' perspective or dimensional appearance, nor may you use screen shots of your pages (to the extent that the Materials appears in the screen shot) in any other medium. If BabyAge® provides you with a substitute version of the Materials, you shall replace the Materials as soon as reasonably possible.
3.3 The Materials shall be surrounded by a reasonable amount of empty space, and you may not use the Materials in conjunction with other logos or marks in a way that would create a combination mark. You may not use the Materials in a way that suggests that BabyAge® endorses or sponsors your site. The Materials may not appear larger or more prominently than other branding on the page on which it is displayed.
3.4 You may not use the Materials in any way that tarnishes, blurs or dilutes the quality of the BabyAge® trademarks or any associated goodwill. Without limiting the foregoing, you shall not display the Materials on any pages that contain infringing or illegal content or links.
3.5 You acknowledge BabyAge®'s sole and exclusive ownership of the 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 Materials. All use of or goodwill associated with the Materials shall accrue to BabyAge®'s benefit. You may not use the Materials in any manner not expressly authorized under this Agreement.
3.6 SEARCH ENGINE MARKETING (SEM) IS PROHIBITED ON THE BABYAGE.COM TRADEMARK OR ANY OTHER SPECIFIC DERIVATIONS OF BABYAGE.COM, INCLUDING, BUT NOT LIMITED TO, TODAY'S BABY, TODAY'S TOT, AND TODAY'S MOM.
As a valued partner of BabyAge.com, Affiliate will represent themselves on search engine results only as an "Affiliate of BabyAge.com." Notwithstanding the foregoing, Affiliate shall not bid on any search terms that include the word "BABYAGE.COM" or certain variations thereof for use in search engines, such as Overture, Google, and MSN. Specifically, this policy prohibits Affiliate from bidding above BabyAge.com on BabyAge®'s trademark, "BabyAge®", and any keyword string or variations of BabyAge®'s trademark (collectively "BabyAge.com Mark") that includes this term.
For clarity, BabyAge.com Marks are defined to include, but not limited to:
4. REPRESENTATIONS. Affiliate represents and warrants that:
4.1 All BabyAge® 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;
4.2 The Affiliate shall at all times comply with all laws and regulations applicable to its site and its performance under this contract;
4.3 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;
4.4 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
4.5 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, BabyAge® may terminate this contract, without liability of any kind, upon providing the Affiliate with five (5) days written notice and opportunity to cure. Affiliate shall indemnify and hold harmless BabyAge® against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by BabyAge® and/or its affiliates in connection with any claims arising out of the publication of the BabyAge® advertisements, and/or the Affiliates use of the BabyAge® materials provided hereunder.
4.6 If Merchant is based in New York State or has office(s) located within New York State, Partner will only allow Merchant to promote Partner brand(s) and/or web site(s) via Partner's web site. As a condition of its participation in the BabyAge.com Affiliate Program, Affiliate agrees that its solicitation activities on behalf of BabyAge.com within the State of New York shall be limited to providing a link on Affiliate's website to the BabyAge.com website. Affiliate acknowledges that under current New York State law, further solicitation and promotional activities by Affiliate within New York State may subject BabyAge.com to liability for collecting New York State sales tax on all sales to New York customers. Therefore, as a condition of participation in the BabyAge.com Affiliate Program, Affiliate is prohibited from engaging in any solicitation activities in New York State intended to refer potential customers to BabyAge.com, including, but not limited to: distributing flyers, coupons newsletters and other printed materials, or electronic equivalents of such materials; engaging in verbal solicitation, including in-person referrals or initiating telephone calls; and sending emails intended to refer customers to BabyAge.com.
The following pertains only if the Affiliate is an organization, club, or non-profit group; such affiliates shall maintain prominently on its website information alerting its members to the prohibition against solicitation activities in New York State as described above. Again this only pertains to websites of organizations, clubs and non-profit groups.
5. INDEMNIFICATION. In the event of Affiliate's breach of any warranty or representation set forth in this contract, BabyAge® may terminate this contract, without liability of any kind. Affiliate shall indemnify and hold harmless BabyAge® against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by BabyAge® and/or its affiliates in connection with any claims arising out of the publication of the BabyAge® advertisements, and/or the Affiliate's use of the BabyAge® materials provided hereunder.
6. TERMINATION. BabyAge® 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 Materials from your site, and
(b) Sections 3-7 shall survive.
7. NO WARRANTY. THE MATERIALS IS PROVIDED "AS IS." BabyAge® 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. BabyAge® DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). BabyAge®'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 BabyAge®'s prior written approval which may be withheld in BabyAge®'s sole discretion. Nothing herein shall require BabyAge® to approve the issuance of a press release or obligate BabyAge® to participate in a press release with Affiliate.
10. CONFIDENTIALITY. The Affiliate shall use their reasonable efforts to keep confidential the terms and conditions of the Agreement, and all information regarding the specific viewing of BabyAge® advertisements, the click-through rates of such advertisements and the demographics of viewers who click-through to an BabyAge® site. 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 BabyAge® irreparable harm and BabyAge® 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 BabyAge® with respect to the Materials. This Agreement may be modified by BabyAge® at anytime. If you do not agree with any change, you may terminate your license to the Materials.