This Affiliate Service Agreement (the "Agreement") is made by and between MACMAC Marketplace, LLC, the operator of THE CHAMPION’S TABLE MARKETPLACE, a Delaware limited liability company with offices located at 5500 Maryland Way, Brentwood, Tennessee 37027, USA ("MMM"), and you ("You", "Your", "Affiliate") as an Affiliate utilizing the MMM Affiliate service (the “Service”).
You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the MMM Service as an Affiliate.
The following agreement is summarized as follows:
MMM respects the privacy of its users and will not disclose personal information to third parties without the express permission of You and Your company. If You have any questions please contact firstname.lastname@example.org.
"Performance Marketing" occurs when individual web sites or companies that generate their own traffic ("Affiliates") partner with online marketplaces ("Marketplace")’s and the Marketplace pays a commission or other reward for those Visitors resulting in a measurable action such as a closed sale, lead, hit, or other action.
"Affiliate" means an individual or business generating their own traffic and thus rewarded for legitimate sales, leads, clicks, or other measurable action. Affiliates use the Service to facilitate relationships with the MMM Marketplace and receive commission payments.
"Marketplace" means a The Champion’s Table Marketplace located at TheChampionsTable.com, e-commerce entity operated by MMM paying a commission or bounty for legitimate sales, leads, clicks, or other measurable action by a Visitor.
“Vendor” means an independent 3rd party company, brand or organization that sells products on the Marketplace. MMM, the Marketplace and any partners, investors or associated parties hold no interest in a Vendor’s business.
"Visitor" means any person, or user that clicks on a Link to the Marketplace placed on an Affiliate's Web site.
"Sale Commission" means the Payout the Marketplace sets and agrees to pay for Visitors referred to the Marketplace that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 30 days. If a sale occurs after 30 days and the Visitor has not returned through an authorized Affiliate's site or link, then no Payout shall occur.
"Payout" means the amount of sale commission, lead commission, or click commission the Marketplace agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.
"Commission" means the amount sale commission, lead commission, or click commission a Marketplace agrees to pay for an individual measurable action. The Commission is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.
"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, sends a Visitor through to the Marketplace. Links can take many forms including text, a product image, buttons, banners, videos or any other format acceptable to the Marketplace.
"VOID" means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by the Marketplace. The Marketplace may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons.
"Your Account" means a specific account within the Service, where Commissions are credited.
MMM has developed and operates a service (the "Service") which allows Affiliates to participate in Performance Marketing programs. As an Affiliate of MMM you will be referring Visitors to the Marketplace. All Affiliate relationships established between You, the Affiliate, and the MMM Marketplace, will be conducted and managed through the Service.
As an Affiliate of the Service, you may place and remove Marketplace Links on Your site and in acceptable locations.
You will receive a Commission for sending the Marketplace authorized sales via Your Links. In order to place Links, You must first be approved by the Marketplace to become an Affiliate of the Marketplace’s program. You understand that the Payout amount may be changed at any time. You are responsible for determining if the Payout for a Link You have placed on Your site has changed or been discontinued. You receive the Commission from MMM. Payments are made automatically on the last Friday of each month when Your account balance reaches $50 or more for the previous months' transactions. Money credited to Your Account does not accrue interest. In the event of a VOID by the Marketplace, MMM may recover from You the corresponding Commission previously credited to Your Account. The VOID Commission will be immediately deducted from Your Account balance. If Your Account balance is less than the VOID Commission, the VOID Commission will be deducted against Your future earnings. You will NEVER be asked to send money to MMM.
SERVICE AND SUPPORT
MMM will provide support for the Service by emailing email@example.com.
MMM reserves the right to send e-mail to You for the purposes of informing you of applicable changes or additions to the Service or any MMM-related products and services.
CHANGES TO THE SERVICE
MMM reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, MMM will notify You via e-mail, newsletter or the MMM Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.
To sign up as an Affiliate of MMM and to use the Service as an Affiliate Partner you must provide an accurate company name, valid tax ID number, mailing address, contact name and contact email address and phone number.
THE FOLLOWING TYPES OF COMPANIES AND SITES ARE NOT ALLOWED TO PARTICIPATE IN THE MMM SERVICE: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, INCLUDING BUT NOT LIMITED TO WAREZ, CRACKING, AND HACKING SITES.
Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related Marketplace for that Link.
Points or reward programs for click or lead programs are NOT allowed. MMM RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF the MMM Service. If You are terminated from the Service, MMM has the right to withhold money You earned within the Service and prohibit you from rejoining.
DISCLAIMER OF WARRANTIES
ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S, VENDOR’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE SPECIFICATIONS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
LIMITATION OF LIABILITY
IN NO EVENT WILL MMM OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (b) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, MMM’S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
MMM acknowledges that in the course of this Agreement it may have access to confidential and proprietary information ("Confidential Information") of Your company. MMM agrees not to disclose or disseminate the Confidential Information without Your prior express written consent unless compelled to do so by law enforcement or court order. The term "Confidential Information" shall not include information that otherwise is or becomes part of the public domain through no action of MMM, that becomes available to MMM from third parties without knowledge by MMM of any breach of fiduciary duty, or that MMM had in its possession prior to the date of this Agreement.
OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Marketplace-provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Marketplace, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain the Marketplace’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
The Marketplace may immediately terminate Your license to use the marks if the Marketplace reasonably believes that such use dilutes, tarnishes or blurs the value of its marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Marketplace above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Marketplace’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Marketplace.
MMM makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non-MMM Web site does not mean that MMM endorses or accepts any responsibility for the content or the use of such Web site.
Affiliate or MMM may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
This Agreement is governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee. Any legal suit, action or proceeding arising out of this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
WAIVER OF JURY TRIAL
Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.