Please review the following terms of the Agreement. Sign and Fax back to HomeBlvd at 720-406-7874. Upon receipt, HomeBlvd will send you a unique I.D. for linking, in the form of a URL, and a tracking URL so that you can track your user visits at your leisure.
Non Exclusive Linking Agreement
This Agreement is between HomeBlvd, Inc. ("HomeBlvd"), and you, the company ("you" or "Company"), and relates to your company's participation in the Program ("Program").
1. Program Links
a) You can link your site to any area within HomeBlvd's site using specified URLs and links which will be provided by HomeBlvd upon the acceptance of your application into the Program. This includes HomeBlvd.com. . Each store listed must be linked to with it's own Unique ID. HomeBlvd will supply you with links to all stores upon request. There is no limit to the number of links to HomeBlvd's site that you can post on your site. You may add or remove links at your discretion. You may decide where to link within HomeBlvd's site, and where to post the links on your site.
b) You may not use any links to HomeBlvd's site which were not provided by HomeBlvd without prior written approval by HomeBlvd. HomeBlvd will not be responsible for paying commissions to you for purchases by a customer entering HomeBlvd's site from your site if you have not properly implemented the links and the URLs as specified by HomeBlvd. It is your responsibility to notify HomeBlvd of any malfunctioning of the link or any other problems with your participation in the Program.
d) As a member, you may not promote your HomeBlvd links through unsolicited emailing (i.e. spamming), newsgroup postings, or any other method of mass communication.
2. Tracking Your Commissions
a) During the period of your participation in the Program, HomeBlvd will pay you commissions at a rate of 20% of net revenues collected (see next paragraph for details) for all products purchased by a customer who entered HomeBlvd's site directly through a HomeBlvd designated link on your site and who made a purchase during a session, which is defined as the delivery of any and all pages of HomeBlvd's site to such customer where no two pages are delivered more than two hours apart.
* "Net Revenues Collected" means the amounts actually received by HomeBlvd equal to the item price charged on HomeBlvd's site, less discounts and/or other reductions and returns from purchases of the products made by customers. Amounts associated with the purchase of gift certificates are not eligible for inclusion in Net Revenues Collected.
b) HomeBlvd will electronically track the customers that have visited HomeBlvd's site from your site. All determinations of the commissions will be made by HomeBlvd's in-house accountant or its regularly engaged independent certified public accountant, which determination shall be final and binding on the parties hereto. Payments will be made in U.S. dollars within thirty (30) days after the close of each calendar month for amounts collected from orders that have been shipped during the prior calendar month. Notwithstanding the foregoing, all payments shall be made within thirty (30) days after the close of the calendar year for amounts collected during the prior calendar year or within thirty (30) days after termination of this Agreement, whichever occurs first.
c)HomeBlvd will make available to you a report, via a unique URL for your use only, listing the number of orders placed during the preceding calendar month, the date such product was ordered, the item price charged on HomeBlvd's site for each product ordered, the Net Revenues Collected for each order and the commission due you for each order.
3. Order Policy
a) HomeBlvd shall have the sole right and responsibility for processing all orders through every aspect of each transaction, including receiving, filling, shipping and handling, collecting payment, tracking and transaction security. All orders for the products shall be placed by customers directly with HomeBlvd and shall be subject to acceptance by HomeBlvd, in its sole discretion. All orders accepted shall be subject to the terms and conditions of HomeBlvd's then current terms and conditions of sale. Such terms may be changed at any time, without notice to you. HomeBlvd shall have no obligation to ship any orders unless payment in full is received in advance. Prices for the products shall be set solely by HomeBlvd. HomeBlvd reserves the right to change its prices at any time, without notice to you or customers.
b) You agree not to make any representations, warranties or other statements concerning any customer service matter, including HomeBlvd's site policies, product availability and/or pricing without the prior written consent of HomeBlvd and HomeBlvd is not responsible or liable in any manner for any such statements.
4. Special Promotions
You acknowledge that in the event that you and HomeBlvd enter into any special marketing and promotional activities not set forth in this Agreement, there may be additional costs, including, but not limited to, warehousing costs, management fees, and fulfillment fees associated with such activities. You and HomeBlvd shall agree in advance in a written promotion schedule (signed by an authorized representative of HomeBlvd and your Company) as to the scope of such special marketing and promotional activities and the amount of funds and/or other resources to be contributed to such activities by you and HomeBlvd. Any and all promotion schedules shall be deemed appended to this Agreement.
5. Site Qualification
We may exclude sites that we feel do not qualify for participation in the Program because those sites:
6. Scope of Agreement
a) Participation in the Program constitutes your agreement to be bound by the terms and conditions of this Agreement. HomeBlvd reserves the right, at its discretion, to change, modify, add or delete any portion of this Agreement at any time. Notification of changes to this Agreement will be posted in the Member's Section of the Program.
b) If the terms or conditions of this Agreement in its current form, or any future changes to this Agreement are unacceptable to you, or cause you to no longer be in compliance with the Agreement, you may terminate your participation in the Program by ceasing use of the HomeBlvd links and URL(s) and promptly notifying HomeBlvd of the same (see Section 9 regarding termination). Your continued participation in the Program within ten (10) days following the posting of notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such changes or modifications.
c) HomeBlvd may change, suspend or discontinue any aspect of the Program at any time, including the availability of any Program feature, database, or content, with or without notice.
7. Licensing; Ownership
a) HomeBlvd grants you a revocable, limited, non-exclusive license to use the name, logos, trademarks, service marks, trade dress and proprietary technology (the "HomeBlvd Intellectual Property"), as provided by HomeBlvd during the registration process, on your site for the sole purpose of creating a link from your site to HomeBlvd's site during your participation in the Program. You may not use the HomeBlvd Intellectual Property for any other purpose. Upon notice from HomeBlvd, you shall immediately terminate the use of the HomeBlvd Intellectual Property. Except as expressly set forth in this Agreement, you may not copy, distribute, modify, reverse engineer, or create derivative works from the HomeBlvd Intellectual Property. However, you may index our site contents at will so as to create a directory of merchandise for use, for instance, as a shopping bot.
b) You grant HomeBlvd a revocable, non-exclusive, worldwide, royalty-free license to use any of your names, logos, trademarks, service marks, trade dress, proprietary technology, graphic banners or other information submitted by you for participation in this Program as reasonably necessary to perform its obligations under this Agreement.
c) 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. The goodwill associated with the use of the same shall inure solely to the benefit of the owning party.
8. Photography Scans
In the event that HomeBlvd provides you with access to designated digitally scanned photography displayed on HomeBlvd's site, you agree to display the scans in their entirety and to limit your use of the scans to the advertisement or review of the displayed photographs or in connection with news reports in accordance with the U.S. Copyright Act. Should you desire to modify or use the scans in a manner which is not in accordance with the U.S Copyright Act, you agree to obtain the permission of the appropriate copyright holder prior to such modification or use. You understand and agree that (a) HomeBlvd is providing you solely with access to digital scans, not with a license to use or display the photography represented on the scans; and (b) you are solely responsible for compliance with the U.S. Copyright Act. In addition, you may not provide the digital scans to third parties without prior written permission from HomeBlvd. This grant of access to designated digitally scanned photography shall not be construed to be a grant of access to use any other copyrighted materials, including, but not limited to reviews, articles, ad banners, photographs, images, illustrations, audio clips and video clips displayed on HomeBlvd's site without prior written permission from HomeBlvd.
9. Termination
a) You may terminate your participation in the Program at any time by sending an email to: info@HomeBlvd.com. HomeBlvd will pay you all commissions accrued until the point of termination.
b) HomeBlvd may, in its sole discretion, terminate or suspend your participation in the Program for any reason whatsoever, including, without limitation, breach of this Agreement or assignment of this Agreement or any portion of this Agreement by you without the prior written permission of HomeBlvd. Subject to the foregoing restriction, this Agreement shall be binding upon the you and HomeBlvd and your and HomeBlvd's respective heirs, executors, successors and assigns.
c) Upon termination by either you or HomeBlvd, each of us will immediately cease any and all use of the other's name, logos, trademarks, service marks, trade dress and proprietary technology, and, promptly (within ten (10) days) of the effective date of termination return or destroy all assets (digital, proprietary or otherwise), including all whole or partial copies thereof, belonging to the other; and, upon request of the other, will certify the same in writing to the other.
d) Sections 7(c), 9, 10 and 11 shall survive termination of this Agreement.
10. Your Representations; Indemnification
a) You represent and warrant that any material that is displayed on your site and/or provided by you for display on HomeBlvd's site will not:
- i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights;
- ii) violate any applicable law, statute, ordinance or regulation;
- iii) be defamatory or libelous;
- iv) violate any applicable pornography or obscenity laws;
- v) promote violence or contain hate speech; or
- vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
b) You agree to indemnify, defend and hold harmless HomeBlvd and its affiliates, directors, officers, employees and agents, from and against any and all liability, claim, loss, damage, injury or expense (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of your representations, warranties or obligations herein.
11. General Provisions
a) HomeBlvd's site and the Program are provided on an "as is" basis without warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose. In no event shall HomeBlvd be liable to you for any direct, indirect, special, exemplary, consequential or incidental damages, whether such damages are alleged in tort, contract or indemnity arising out of the use or inability to use the HomeBlvd site, the failure for any reason to return users to your site or loss of data, even if HomeBlvd is informed of the possibility of such damages. In the event of dissatisfaction, your sole and exclusive remedy is to terminate participation in the Program.
b) Each party shall act as an independent contractor and shall have no authority to make or accept any representations or offers on the other's behalf.
c) This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Colorado. Any action to enforce this Agreement shall be brought in the federal or state courts located in Boulder, CO.
d) If you need to send official correspondence, send it via certified mail return receipt requested to: HomeBlvd, Inc. e) The terms and conditions of this Agreement represent the entire understanding between HomeBlvd and you with respect to the subject matter of this Agreement, and supersede all prior and contemporaneous agreements express or implied, oral or written, except as herein contained. You may not modify or amend this Agreement other than by an agreement in writing signed by both HomeBlvd and you.
I represent that I am an officer or other authorized representative of the Company with the power to enter into this Agreement on behalf of the Company. I have read and understood this Agreement and agree that the Company shall be bound by all of its terms and conditions.
250 Valley Lane
Boulder, CO 80302
Attn: General Counsel
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Please print your name and title
Company
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Address (for remittance)
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City, State, Zip
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Phone
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Fax
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Please sign and fax to: 720-406-7874