This agreement (the "Agreement") contains the complete
terms and conditions that apply to your participation as an
affiliate in the Online Affiliate Program of Cardnet Limited
("Cardnet") and your establishment of links from your
affiliate web site indicated above (the "Affiliate Web
Site") to an "Cardnet" owned or operated web
site on the "Cardnet" Network (each, a ""Cardnet"
Web Site").
WHEREAS, "Cardnet"
markets a Student Advantage Discount Card (the "Student
Advantage Discount Card") on behalf of Student Advantage
Inc. which allows students to purchase goods and services from
participating sponsors at a discount) and receive an online
member account at studentadvantage.com; and
WHEREAS, Affiliate owns and operates a site(s) on the Internet
targeted towards students and young people located at the Affiliate
Web Site.
NOW, THEREFORE, in consideration of the foregoing premises,
and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1. "Cardnet" Link. You agree to post at the Affiliate
Web Site branded links of "Cardnet"'s design and specifications
(the ""Cardnet" Links"). You agree to post
the "Cardnet" Links in a form specified by "Cardnet"
and you agree not to make any changes in the content, appearance,
design, format, tags or other specifications of the "Cardnet"
Links. You agree to remove the "Cardnet" Links from
the Affiliate Web Site at "Cardnet"'s request at any
time for any reason. No Spamming. Cardnet strictly forbids the
sending of unsolicited e-mail to numerous recipients ("spamming")
and any Affiliate who spams other Internet users for enrolment
commissions, will be automatically terminated and will be subject
to Student Advantage's Anti-spam Policy (http://www.studentadvantage.com/static/terms.shtml)
2. Payments. In full consideration for your posting the "Cardnet"
Links pursuant to Section 1 and subject to your compliance with
the terms and conditions of this Agreement, "Cardnet"
agrees to pay you as follows:
a) Commission. "Cardnet" will pay to you a commission
fee ( on the net Student Advantage Discount Card fee excluding
post/handling charge) for each eligible applicant (each, a "Student")
who follows any "Cardnet" Link on the Affiliate Web
Site directly to an "Cardnet" Web Site and registers
for a full priced Student Advantage Discount Card (the "Commission").
"Cardnet" will pay you only after "Cardnet"
receives full payment from the Student for such Student Advantage
Discount Card.
(b) Payment Schedule. Commissions owed under Section 2(a) will
be paid by "Cardnet" on a quarterly basis within forty-five
(45) days of the close of each calendar quarter during which
such Commissions are due. A statement showing "Cardnet"'s
calculation in reasonable detail will accompany each payment.
"Cardnet" may withhold payments and carry over such
payments to the next payment period until the total payment
due is equal to or greater than US$50.00. Commission payment
will be made in US Dollars regardless of the currency of sale
using the exchange rates prevailing on the settlement date.
3. "Cardnet"'s Proprietary Information. The "Cardnet"
Links, the Student Advantage name and the graphics, copy and
the copyright, trademarks and other intellectual property rights
inherent in them will remain the sole property of Student Advantage
and you are granted a limited, revocable, non-exclusive right
to use such materials only as expressly permitted in this Agreement
and not for other purposes including but not limited to promotional
or marketing activities. You agree that by posting the "Cardnet"
Links neither you nor your agents or affiliates acquire any
rights in any copyright, trademark or other intellectual property
owned or used by "Cardnet" or Student Advantage. Any
rights arising from use of "Cardnet"'s trademarks
pursuant to this Agreement inure to "Cardnet"'s benefit.
4. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO
THE OTHER PARTY OR ANY OTHER PARTY FOR INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA,
ARISING IN CONNECTION WITH THIS AGREEMENT OR "CARDNET'S
AFFILIATE PROGRAM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER PARTY'S AGGREGATE
LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE "CARDNET"
ONLINE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS
PAID OR PAYABLE UNDER THIS AGREEMENT.
5. Your Responsibility. You represent and warrant that (a) you
are at least 18 years of age; (b) this Agreement has been duly
and validly executed and delivered by you and constitutes a
legal, valid and binding obligation of yours, enforceable against
you in accordance with its terms and (c) your performance under
this Agreement will not conflict with or violate any law, rule
or regulation or any agreement to which you are bound. You will
be solely responsible for the development, operation and maintenance
of the Affiliate Web Site and for all content, including but
not limited to, products and service, that appears on the Affiliate
Site or to which it links (the "Affiliate Content").
"Cardnet" disclaims all liability for the Affiliate
Content. Further, you agree to indemnify and hold "Cardnet"
and its employees, agents and affiliates harmless from all claims,
damages, and expense (including without limitation attorney's
fees) relating in any way to the development, operation, maintenance,
and contents of the Affiliate Web Site or to your performance
under or breach of this Agreement.
6. Relationship of Parties. You acknowledge that you and "Cardnet"
are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, "Cardnet"s
representative, or employment relationship between the parties.
You will have no authority to make or accept any offers or representations
on "Cardnet's" behalf. You will not make any statement,
whether on your site or otherwise, that reasonably would contradict
anything in this Section 6.
7. Term of this Agreement. The term of this Agreement will begin
upon "Cardnet"'s acceptance of this Agreement and
will end when terminated by either party. Either you or "Cardnet"
may terminate this Agreement at any time, with or without cause,
by giving the other party written notice of termination. You
are only eligible to earn Commissions on Student Advantage Discount
Cards "Cardnet"s completed during the term, and Commissions
earned through the date of termination will remain payable only
if the Student Advantage Discount Card orders are fully paid
and not cancelled. "Cardnet" may withhold your final
payment for a reasonable time to ensure that the correct amount
is paid.
8. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.
YOU UNDERSTAND THAT "CARDNET" AND/OR STUDENT ADVANTAGE
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 "CARDNET" ONLINE AFFILIATE
PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE,
OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. YOU
ACKNOWLEDGE THAT "Cardnet" MAKES NO EXPRESS OR IMPLIED
WARRANTIES OR REPRESENTATIONS AND THAT THE WARRANTIES OF FITNESS,
MERCHANTABILITY, TITLE OR ANY IMPLIED WARRANTIES ARISING OUT
OF A COURSE OF DEALING OR PERFORMANCE ARE EXPRESSLY DISCLAIMED.
9. General. This Agreement may not be assigned by you without
the written consent of "Cardnet". This Agreement will
benefit and bind the parties and their respective successors
and permitted assigns, contains a complete statement of all
arrangements between the parties relating to its subject matter,
and supersedes all existing agreements between them relating
to its subject matter. This Agreement may not be changed orally.
The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion will not be construed
as a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term
of this Agreement. All waivers must be in writing. The headings
in this Agreement are solely for convenience of reference and
will not affect its interpretation.
This Agreement will be governed by and construed under the laws
of the Republic of Ireland. Any action relating to this Agreement
must be brought in the courts located in Dublin, Ireland
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the Student Advantage Affiliate Program
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