This Agreement comprises the complete terms and conditions that apply to an individual's or entity's participation in the Entertainment.com Affiliate
Program (the "Affiliate Program"). As used in this Agreement, "we" and "Entertainment" refer to Entertainment.com and/or Entertainment Publications, LLC; "you" and "affiliate" refer to the applicant. "Site" refers to a World Wide Web site and, depending on the context, refers to either
Entertainment.com or to the site that you will link to Entertainment.com (as identified in your Affiliate application).
Enrollment in the Affiliate Program
Links- From Your Site to Ours
Order Processing and Tracking
Referral Fees
Referral Fee Payment & Schedule
Policies & Pricing
Properly Identifying Yourself as an Affiliate
Use of Entertainment's Name and Trademarks
Limited License
Obligations Concerning Your Site
Terms of the Agreement
Modification
Relationship of Parties
Limitation of Liability
Disclaimers
Independent Investigation
Community Groups & the Affiliate Program
Governing Law
FlexTrack Amendment to Affiliate Program Agreement
Search Engine Marketing Amendment to Affiliate Program Agreement
1. Enrollment in the Affiliate Program
To apply for enrollment you will submit a complete Affiliate Program application
via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection as quickly as possible. We may reject
your application or revoke your resulting affiliate status, if we determine (in our sole discretion) that your site is practicing illegal online activity
(such as generating sales and referral fees by using stolen or illegally obtained credit cards or generating sales and referral fees as a result of
'spamming' or distributing unsolicited, prohibited and/or unauthorized E-mail or links) or is unsuitable for the Affiliate Program for any reason,
including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, profane, defamatory, obscene, harassing,
infringing upon intellectual property of our own and/or other entities, or racially, ethnically, or otherwise objectionable.
If we reject your application, you are welcome to reapply to the Affiliate Program at any time. Note that if we accept your application and your site
is thereafter determined (at our sole discretion) to be unsuitable for the Affiliate Program, we reserve the right to terminate this Agreement. ..top
2. Links- From Your Site to Ours
Once you have been accepted into the Affiliate Program, you will provide on your site a general link to the Entertainment.com home page.
We will provide you with access to a toolkit with an HTML generator; with the generator, you will be able to create the links from your
site to our site. You will use the HTML generator to create your links in order to meet the rules specified in this Agreement. (Each link
created in this manner will be referred to as a "Link".)
If you would like to modify the Links generated by the HTML generator, you need prior written consent from Entertainment. We do not recommend
altering the HTML as modifying the Links created by the generator may interfere with the ability to provide accurate tracking, reporting and
referral fee accrual. You may not alter Links or link code without prior written consent from Entertainment. Furthermore, referral fees accrued
by your site through or by unauthorized and/or altered links will be subject to non-payment. You may not alter Entertainment banners, logos or
other original artwork or text available through the link generator. Modifying these images may interfere with the ability to provide accurate
tracking, reporting and referral fee accrual.
You will display graphic and/or textual images prominently in relevant sections of your site. In addition, you may feature graphic and/or
textual images/links in E-mail marketing solicitations sent by you (or an authorized E-mail distributor on your behalf) to your site
members/visitors or otherwise authenticated and authorized ('opted-in') E-mail recipients. You may select or remove Links at any time
without prior approval from Entertainment. Additional products and brands may be added to our site on occasion. As a result, changes
to the Affiliate Agreement may occur.
It is your responsibility, as the affiliate, to abide by all revisions to the Affiliate Agreement.
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3. Order Processing and Tracking
We will be solely responsible for processing and fulfilling Entertainment Book® and Savings Subscription
SMmembership orders placed by
customers who follow Links from your site to Entertainment.com. We will also track the volume and amount of sales generated by your site,
process payments, returns and cancellations and provide related customer service. We will make available to you reports that summarize
this sales activity. Again, in order to achieve accurate tracking, reporting and referral fee accrual the links between your site and
our site must be created by the HTML generator.
All personal information collected by Entertainment about specific customers will be owned solely and exclusively by Entertainment.
Entertainment will not provide the names or other personal information about specific customers to Affiliate. You agree to comply
with Entertainment's posted privacy policy, as it may be revised from time to time, with regard to any personal information which
you collect from customers of Entertainment in their status as customers or subscribers of Entertainment.
All of the operating procedures and policies of Entertainment regarding customer orders and accounts will apply to orders received
through an affiliate's Entertainment link. Entertainment.com reserves the right to reject orders that do not comply with any requirements
that we periodically may establish. ..top
4. Referral Fees
Only Entertainment products that are sold by us, purchased by users linking to our site from your site via a Link, shipped by us and/or
electronically processed by us, and for which we have received full and authorized payment will qualify for a referral fee
(as defined in Sections 5 and 6 below). Referral fees will be based on the number of products sold and/or the amount actually
paid to us for Entertainment products. No referral fees will be paid on the portion of a customer's payment which relates to taxes,
duties, shipping, handling and similar charges, gift wrapping, amounts due to credit card fraud and bad debt, card processing fees
and credits for returned goods. No referral fees will be paid for any products that are added to a customer's Shopping Cart or are
purchased after the customer has reentered our site (other than through your Link), more than 48 hours after the initial "session"
from which they arrived through your direct Link. Products that are eligible to earn referral fees under the rules set forth above
are referred to as "qualifying products." ..top
5. Referral Fee Payment & Schedule
You will earn referral fees based on the sale price or number of qualifying Entertainment products, according to fee schedules to be
established by us. "Sale Price" is the price a customer pays for a qualifying product, excluding costs for duties, shipping, handling
and similar charges, gift wrapping, credits for returned goods, credit card fraud and bad debt, credit card processing fees, and taxes.
Effective January 1st, 2005, the current referral fee schedule for sales of qualifying products is:
- $4 for each Entertainment® book
- $5 for 50-349 Entertainment® books sold per month
- $6 for 350-749 Entertainment® books sold per month
- $7 for 750+ Entertainment® books sold per month
Subject to the terms and conditions of this Agreement, we will pay you referral fees on a monthly basis. We will issue you
a check for the referral fees earned on sales of Qualifying Products shipped (and/or electronically processed) during that
month, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar
month are less than $25.00, we will hold those fees until the total amount due is at least $25.00 or (if sooner) until this
Agreement is canceled. If a Product that generated a referral fee is returned or canceled by the customer, we will deduct the
corresponding fee from your next monthly payment. If there is no subsequent payment, we will bill you for the referral fee.
The fee schedule and payment scale is subject to change without notice. ..top
6. Policies and Pricing
Customers who buy Entertainment products through this Affiliate Program will be deemed to be customers of Entertainment.
Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, promotions,
and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example,
we will determine the prices to be charged for Entertainment products sold under this Affiliate Program in accordance with our
own pricing policies. Product prices and availability are subject to change from time to time. Because price changes may affect
products that you already have listed on your site, if you choose to include price information in your product descriptions it
is strongly recommended that you consistently refer to Entertainment.com for pricing updates.
We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price
of any particular Entertainment product. ..top
7. Properly Identifying Yourself as an Affiliate
We will make available to you a logo that identifies your site as an Affiliate Program participant. Although use of the logo is
not mandatory it is recommended. You can display the logo or the phrase "In association with Entertainment.com" somewhere on your
site (preferably on the left side, or in the center and high on the page). We may modify the text or graphic image of the logo from
time to time.
You shall not create, publish, distribute, or permit any written material that makes reference to this Agreement or your participation
in the Affiliate Program without first submitting such material to us and receiving our written consent.
In addition, you may not in
any manner misrepresent or overstate the relationship between us and you, represent your site (in either content or in graphic treatment)
as Entertainment.com or an Entertainment site or express or imply any relationship or affiliation between us and you or any other person
or entity except as expressly permitted by this Agreement (including by expressing or implying that Entertainment.com supports, sponsors or
endorses your site).
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8. Use of Entertainment's Name and Trademarks
As an affiliate of Entertainment.com, you may not use a Uniform Resource Locator (URL), which includes the word "Entertainment" or any
variation thereof. In addition you may not use "Entertainment", "Entertainment book", "Entertainment coupons", "entertainment.com",
any trademark owned by Entertainment Publications, nor any variation of the foregoing on your Web site, or in any other manner, directly
or indirectly, to obtain search ranking or position. ..top
9. Limited License
We grant you a nonexclusive, nontransferable, revocable right to use the logo and message described in Section 7 and other such images
for which we grant express permission, solely for the purpose of identifying your site as an Affiliate Program participant and to assist
in generating Entertainment product sales. You may not modify the graphic image or message, or any other of our images, in any way.
We reserve all of our rights in the graphic image and message, any other images, our trade names and trademarks, and all other intellectual
property rights. We may revoke your license at any time by giving you written notice. ..top
10. Obligations Concerning Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.
Such responsibilities include, but are not limited to:
- The technical operation of your site and all related equipment.
- Creating and posting product descriptions and reviews on your site and linking those descriptions to our site.
- The accuracy and appropriateness of materials posted on your site (including, but not limited to, all Entertainment.com
product-related materials).
- Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not
libelous or otherwise illegal (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
- Complying with all applicable laws and regulations.
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses
(including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
The information provided by Entertainment to affiliates may be proprietary in nature. Affiliates acknowledge that they are not competitors
of Entertainment, and agree not to share this information with any competitors. ..top
11. Terms of the Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party.
Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice (by regular mail
or by email) of termination. You are only eligible to earn referral fees on sales occurring during the term, and fees earned through the date
of termination will remain payable only if the related Entertainment product orders are not canceled or returned. If you terminate this Agreement,
and/or leave the Affiliate Program prior to the expiration of a referred monthly Savings Subscription holder's membership, you will forfeit all
commission otherwise payable on the remaining months of that member's subscription. We may withhold your final payment for a reasonable time to
ensure that the correct amount is paid. ..top
12. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. You will be notified by E-mail
and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available referral
fees, fee schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to
terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new Agreement
on our site will constitute binding acceptance of the change. ..top
13. Relationship of Parties
You and Entertainment are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations
on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
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14. Limitation of Liability
We are not liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this
Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising
with respect to this Agreement and the Affiliate Program will not exceed the total referral fees paid or payable to you under to this Agreement.
..top
15. Disclaimers
We make no warranties or representations, express or implied, with respect to the Affiliate Program or any Entertainment products sold through
the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising
out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted
or error-free, and we will not be liable for the consequences of any interruptions or errors. ..top
16. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR
INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO
OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. ..top
17. Community Groups and the Affiliate Program
Entertainment's Community Group Online Advertising Program
is separate and distinct from the
Entertainment Affiliate Program. By joining the "Affiliate Program" you hereby represent and warrant to us that you ARE NOT one of
Entertainment's Community Groups ARE NOT a non-profit organization and ARE NOT already enrolled in the Entertainment Community Group
Advertising Program. We reserve the right to terminate your membership in the Affiliate Program at any time and will do so at any
time if it has been determined that you or your site belongs to the Affiliate Program and the Community Group Advertising Program
simultaneously or if you or your site is a non-profit organization and belongs to the Affiliate Program simultaneously. ..top
18. Governing Law
This Agreement will be governed by the laws of the United States and the State of Michigan, without reference to rules governing choice of
laws. Any action relating to this Agreement must be brought in the federal or state courts located in Michigan, and you irrevocably consent
to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.
Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their
respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute
a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. ..top
19. FlexTrack Amendment To Affiliate Program Agreement
(for potential FlexTrack affiliates only)
The above referenced Agreement is hereby amended as follows:
-
FlexTrack is an option in the Be Free BFAST system and is designed to help Entertainment and an Affiliate track
the transactions of large numbers of users and manage fee payment information. Depending on how the Affiliate implements it,
FlexTrack may allow access to more detailed information about transactions than BFAST's current Affiliate reporting functions provide.
- In consideration of Entertainment's agreement to enable FlexTrack tracking and reporting by Entertainment, AFFILIATE agrees
to the following conditions:
- You agree to continue to comply with all of the conditions of the current Entertainment Affiliate Program Agreement.
- Entertainment acknowledges that you may wish to enter into relationships with third parties ("Subaffiliates") in connection
with the Entertainment Affiliate Program. Whether you elect to enter into relationships with Subaffiliates is at your sole discretion.
Entertainment will not be a party to any agreement that you have with a Subaffiliate and you are not authorized to make any commitments
on behalf of Entertainment to such Subaffiliates, including commitments regarding payment of fees to the Subaffiliates by Entertainment.com
or commitments for licenses to Entertainment's trademarks, trade names or other intellectual property. Subaffiliates are not third party
beneficiaries of your Agreement with Entertainment. In addition, it is your responsibility to (i) request existing and new Subaffiliates
post a privacy policy within six months of your request and (ii) ensure that your Subaffiliates not engage in any actions that would be
in violation of your agreement with such Subaffiliate to the extent such actions would cause you to violate your Agreement with Entertainment.
- You agree to provide to Entertainment an up-to-date list of your Subaffiliates (site name and url) on a bimonthly basis so that Entertainment
may, in its sole discretion, review the Subaffiliate web sites.
- You agree to terminate your relationship with a Subaffiliate as it pertains to the Entertainment Affiliate Program if a Subaffiliate
engages in any activity that is prohibited as provided by this Amendment, and if you do not terminate such subaffiliate within ten business
days from Entertainment's request, Entertainment reserves the right to withdraw your site and all of its subaffiliates from the Affiliate Program.
- You agree not to use any of the information provided via FlexTrack technology to identify unique individual customer activity conducted by
Entertainment, nor to allow others to use the technology to identify such unique customer activity, nor to access such unique customer activity
or data. You further agree not to transfer or reuse any data generated by FlexTrack.
- You are solely responsible for technical implementation of the bfinfo parameter and for maintaining proper link syntax.
- During the process of implementation, You will conduct appropriate testing and verification of bfinfo tracking including
link creation, click-thru, ordering, and reporting as necessary to insure correct and dependable operation of the FlexTrack
tracking feature.
- All other terms of the above referenced Agreement shall remain the same.
20. Search Engine Marketing Amendment to Affiliate Program Agreement
New Entertainment Paid Search Guidelines
Starting August 1st 2006, in conjunction with the release of the 2007 Entertainment Book, the Entertainment Affiliate program will
no longer allow system wide keyword bidding on our "core" keywords.
This official notice is being made in an effort to strike a balance (and maintain clear lines of distinction) between Entertainment's
proprietary search marketing efforts as well as those of our SEM partners. To that end, it also being made in order to minimize the effect of
competing with our own partners in the marketplace. Again, we are disallowing keyword bidding on our "core" keywords ONLY.
A list of these keywords is below:
- Entertainment Book(s)
- Entertainment.com
- www.entertainment.com
- www.entertainmentbook.com
- entertainment coupon book(s)
- entertainment savings book(s)
- 2006 entertainment book (2007, 2008 entertainment books included)
- the entertainment book
- entertainment discount book(s)
- entertainment coupon(s)
- (city) entertainment book(i.e. Detroit Entertainment Book, Chicago Entertainment Book, etc.)
- Register Entertainment Book
This clarified policy is being put in place in addition to and in accordance with Section 8 (above) of the current Affiliate Agreement.
Furthermore, to clarify Section 8, our counsel has confirmed that we do allow what is considered "natural and normal"
mention of our product on your web sites in order to properly market and promote the product and the various promotions regarding the product.
We DO NOT allow gratuitous use of our product name and trademark solely in an effort to obtain search rank or position.
This policy will take effect August 1st, 2006.
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