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Version 0.94
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1. APPLICATION
To enroll in the Guidescope Co-Branding Affiliate Program,
You must first submit a complete Co-Branding Affiliate
Program Application Form at
http://www.guidescope.com/cobrand/application.htm
on the Guidescope, Inc. site.
2. DEFINITIONS
For the purpose of this Agreement:
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- "Application" means the Application Form for the Program found at
http://www.guidescope.com/cobrand/application.htm
and the information You submit to Guidescope using it.
- "Approved Link" means any link, whether textual or graphic,
from Your Web Site to the Co-brand URL, that conforms to the standards
specified by Guidescope at http://www.guidescope.com/cobrand/links.htm
at the time of Your Application, or at Your option, any later version.
- "Attempt to Notify" means a good-faith effort by Guidescope to
email a notice to the email address provided on the Application,
or subsequently updated email address for You that Guidescope maintains in its
records. The success of the attempt cannot be guaranteed.
- "Co-brand URL" is the uniquely coded URL for the Guidescope
Site supplied to You by Guidescope after Your Application is submitted and processed.
- "Guidescope" means Guidescope Inc., a Delaware corporation.
- "Guidescope Site" means a single, primary Web site at the Internet
domain http://www.guidescope.com established and maintained by Guidescope
or its successors or assigns.
- "Limited License" means a limited, non-exclusive, non-assignable,
non-transferable, not sub-licensable, royalty-free license for the Term
of this Agreement solely in connection with the exercise of Your rights under this Agreement.
- "Menu Graphic" means the graphic that You designate,
in the Application or by subsequent request,
which You wish Guidescope to display on Your co-branded version
of the Guidescope menu. The Menu Graphic may be
generated by Guidescope from Your textual specification or
supplied directly by You in conformance with technical
standards specified by Guidescope.
- "Program" means the Guidescope Co-branding Affiliate Program
and all data and information supplied as part of it.
- "Property of Guidescope" means
all proprietary products and services owned by or furnished by
Guidescope; the trademark Guidescope; and any other trade names, trademarks,
service marks, symbols, identifiers, URLs, formats, designs, or devices.
- "You" or "Affiliate" means the person or entity
submitting the Application.
- "Your Web Site" means the pages of the Web site,
beginning at the page designated in Your Application as "URL of Site".
3. AGREEMENT
By completing and submitting the Application
You are entering into a legal agreement with Guidescope
containing all of the terms and conditions herein and
governing Your participation in the Program. You acknowledge that You have
read this Agreement and agree to all of its terms and conditions. You
acknowledge that You have independently evaluated the desirability
of participating in the Program and are not relying on any statement,
representation or guarantee other than as set forth in this Agreement.
4. TERM OF AGREEMENT
The Term of this Agreement will begin on the day You submit Your Application.
The Term of this Agreement will end when terminated by either party.
Each of You and Guidescope may terminate this Agreement without prior
notice at any time with or without cause.
Guidescope may terminate this Agreement by making an Attempt to Notify You
of termination of this Agreement.
You may terminate this Agreement by written notice to Guidescope
or by using the instructions published on the Guidescope Site.
Upon termination of this Agreement for any
reason all license rights granted herein shall terminate immediately.
After termination of this Agreement by either party (i) You agree to
remove the links to the Guidescope Site and any trade names, trademarks, or service marks
of Guidescope from Your
Web Site, and (ii) Guidescope agrees to remove Your Menu Graphic from the
Guidescope Site and to cease displaying Your Menu Graphic to users
who downloaded via Your Co-brand URL.
In the event of termination Sections 8, 9, 10, 11, and 12
shall survive termination.
5. MODIFICATION
Guidescope may modify any of the terms and conditions contained in this
Agreement, at any time and in the sole discretion of Guidescope. A change
notice will be posted
at http://www.guidescope.com/cobrand/changes.htm
should Guidescope exercise its right to modify.
Guidescope shall also make an Attempt to Notify You of its exercise of its right to modify.
The change will take effect 30 days after the posting of the notice.
If You do not find the changes acceptable, Your recourse is to terminate
this Agreement and Your participation in the Program.
6. LINKS AND CO-BRANDING
While this Agreement is in effect,
Guidescope will in the usual course of operations place
Your Menu Graphic on the Guidescope menu of those Web users who
followed a contiguous clickstream from Your Co-brand URL
to a download and installation of the software from the Guidescope Site.
Guidescope users have the option to turn off and on several elements of
the Guidescope menu including any Affiliate's Menu Graphic.
When Guidescope displays Your Menu Graphic it will be linked to Your Web Site.
Each of Guidescope and You agree that the linking and
the co-branding provide valuable consideration to the other party.
It is Your responsibility to check that the co-branding is set up and
occurring satisfactorily through the Program by downloading
a copy of the Guidescope software via Your Co-brand URL link or links
and installing and running it.
7. LIMITED LICENSES
Guidescope grants You a Limited License to publish Approved Links
as defined in Section 2.
You may place and remove Approved Links on Your Web Site at Your discretion.
You grant Guidescope a Limited License to display Your Menu Graphic
in the following places:
(i) On the Guidescope menu;
(ii) On a part of the Guidescope Site serving as a gallery of participants in The Program; and
(iii) On Guidescope's home page in the case of visitors clicking through from Your Approved Links,
provided that an explanatory text such as "As seen on" is placed near Your Menu Graphic.
Except in case (i), the display shall be at Guidescope's sole discretion
provided that each page containing Your Menu Graphic includes a notice
indicating that trademarks and logos on the page are property
of their respective owners.
8. TRADEMARKS AND COPYRIGHTS
(a) Guidescope retains all rights, title and interest, including
rights of trademark and copyright in the Property of Guidescope.
(b) You retain all rights, title, and interest, including rights
of trademark and copyright, in the Menu Graphic.
9. NO WARRANTIES, INDEMNIFICATION AND LIMITATIONS ON LIABILITY
(a) THE GUIDESCOPE SERVICE, SOFTWARE, AND THE PROGRAM ARE PROVIDED "AS IS"
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
RIGHT. YOUR BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, QUALITY, AND
AVAILABILITY OF THE SOFTWARE, THE SERVICE, AND THE PROGRAM AND ANY DATA
OR INFORMATION PROVIDED IN THE COURSE OF IT.
(b) GUIDESCOPE SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR COST
(INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES) INCURRED FROM THE USE OR
INABILITY TO USE THE SOFTWARE, THE SERVICE, OR THE PROGRAM. THE LIMITS
SET FORTH IN THIS SECTION SHALL APPLY EVEN IF GUIDESCOPE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GUIDESCOPE'S
LIABILITY EXCEED THE AMOUNT OF ANY MONIES PAID TO GUIDESCOPE FOR THE
SOFTWARE, THE SERVICE, OR THE PROGRAM. THE FOREGOING ARE GUIDESCOPE'S
SOLE AND EXCLUSIVE OBLIGATIONS AND YOUR SOLE AND EXCLUSIVE REMEDIES.
IN THE EVENT THAT APPLICABLE LAW PROVIDES ADDITIONAL WARRANTY PROTECTIONS
OR REMEDIES, GUIDESCOPE'S OBLIGATIONS SHALL NOT EXCEED THE MINIMUM
PROVIDED FOR UNDER APPLICABLE LAW.
(c) EXCEPT TO THE EXTENT PROVIDED FOR BY APPLICABLE LAW, YOU AGREE
TO INDEMNIFY AND HOLD HARMLESS GUIDESCOPE, INCLUDING ITS OFFICERS,
DIRECTORS, EMPLOYEES, AND AGENTS, AGAINST ANY AND ALL THIRD PARTY CLAIMS,
LIABILITIES, EXPENSES, COSTS (INCLUDING BUT NOT LIMITED TO REASONABLE
ATTORNEY'S FEES), THAT MAY HAVE BEEN INCURRED OR AWARDED ARISING FROM
USE OF THE GUIDESCOPE SOFTWARE, THE SERVICE, OR THE PROGRAM INCLUDING BUT
NOT LIMITED TO ANY CLAIM THAT THE SOFTWARE, THE SERVICE, OR THE PROGRAM
VIOLATES ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. THIS INDEMNITY
SHALL SURVIVE TERMINATION OF THIS AGREEMENT FOR ANY REASON.
10. AFFILIATE WARRANTIES
You represent and warrant that: (i) You have full power and authority to
enter into this Agreement and (ii) the content on Your Web Site,
any Menu Graphic You ask Guidescope to display, and the
technology used by You in connection with Your Web Site and/or the means
by which users access Your Web Site (a) are owned, or are validly licensed for
use by You, or are in the public domain;
(b) do not promote violence or contain hate speech; (c) do not violate any
applicable statute, law, ordinance, or regulation;
(d) do not constitute defamation, libel, or obscenity;
(e) do not infringe or violate any copyright,
trademark, patent or other similar intellectual property right, or
otherwise violate or breach any rights of or duty toward any person or
entity, including without limitation, rights of privacy and publicity;
(f) do not result in any product liability, consumer fraud, breach of
contract to which You are a party, or cause injury to any third party;
(g) do not contain adult content or promote gambling, illegal activities,
or the sale of tobacco or alcohol to persons under twenty-one (21)
years of age.
11. MISCELLANEOUS
If any provision of this Agreement shall be unlawful, void, or for any
reason unenforceable, then that provision shall be deemed severable from
this Agreement and shall not affect the validity and enforceability of
any remaining provisions.
Any decision not to enforce a particular provision of this Agreement
does not waive the right to enforce it at any other time and Guidescope
will not waive the right to enforce any provision of this Agreement
except in writing.
This Agreement constitutes the entire Agreement between You and
Guidescope regarding the Program and supersedes all prior representations,
discussions, communications and proposals, whether oral or in writing.
This Agreement shall be construed according
to and governed by the laws of the State of New Jersey, without regard to conflict of law principles.
12. ACCEPTANCE
BY COMPLETING AND SUBMITTING YOUR APPLICATION FORM, YOU ACKNOWLEDGE THAT
YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.
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