Stardock Affiliate Agreement
This Affiliate Agreement ("Agreement") is made between Stardock Corporation ("Stardock"), a Michigan corporation located at 15090 Beck Rd., Plymouth, Michigan, 48170, and You ("Affiliate"), as identified in the preceding form. By joining the Stardock Affiliate program, the Affiliate acknowledges that they agree to the terms set forth in this Agreement. Stardock reserves all rights not explicitly declared within this Agreement. This Agreement shall be binding on time and date of submitting this form
The term of this Agreement will begin upon our acceptance of your Affiliate application and will end when terminated by either party. Affiliate is only eligible to earn Commission fees on our sales of Qualifying Products (products which Stardock makes available to the Affiliate Program) occurring during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time, not to exceed three months past date of termination, to accommodate any returned sales.
RELATIONSHIP OF PARTIES
This Agreement in no way constitutes an Agreement for the Affiliate to become a partner, employee, consultant, contractor, or representative of Stardock in any way. They are an independent entity, person, or organization choosing to promote Stardock products. Affiliate has no authority to make or accept any offers or representations on Stardock's behalf. Affiliate will not make any statement, whether on Affiliate site or otherwise, that reasonably would contradict anything in this Agreement.
Stardock will pay Commissions to Affiliates on a quarterly basis. Commissions shall be based on the current percentage stated in the Commissions Rate Sheet located at: https://www.stardock.com/affiliates-rates of the net purchase price for the Stardock products offered through the Affiliate. Commissions shall be considered earned by Affiliate only upon the actual receipt by Stardock of payment from the Customer. Approximately thirty (30) days following the end of each calendar quarter, Stardock pay Affiliate for the Commissions earned during such quarter, less any taxes that Stardock is required by law to deduct or withhold. However, if the total Commissions payable to Affiliate for any quarter is less than $100, Stardock may retain Affiliate's Commissions until the total Commissions due to Affiliate is more than $100 or (if earlier) until this Agreement is terminated. If a product or service that generated a Commission is subsequently returned, cancelled or a credit therefore is given to the Customer, Stardock will deduct the corresponding Commission from Affiliate's next quarterly payment. Affiliate agrees to fill out necessary paperwork to receive payment as outlined in Addendum "B", or any tax forms requested by Stardock as required by law.
Stardock reserves the right to change any pricing or commission rates at any time. Previously credited sales will not be affected. Stardock shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all Agreements relating to sales to Customers shall be between Stardock and the Customer.
Affiliate agrees not to undertake in any fraudulent activity in an attempt to defraud Stardock. Such fraudulent activity includes, but is not limited to, falsifying sales or placing misleading information near a Stardock promotion in attempt to get unwarranted clicks on Stardock links. Stardock reserves that right to cancel this Agreement and withhold payment to any Affiliate if Stardock suspects any fraudulent activity contributed towards the required payment. Affiliate agrees not to place any Stardock link or promotion on a page or site that includes content that is defamatory or libelous; that is lewd, pornographic or obscene; that violates any laws regarding unfair competition, anti-discrimination or false advertising; or that promotes violence or contains hate speech. Stardock will terminate this Agreement if the Affiliate uses illegal means of promotion.
Stardock herby grants Affiliate a non-exclusive, royalty free, right to use Stardock approved images, icons, marketing materials, Trademarks, and other property ("Properties") in relation to this agreement. Stardock reserves the rights to approve any and all modified versions of its Properties and shall also reserve rights to what Properties may be used. Upon termination of this agreement, Affiliate agrees to remove all Properties related to this agreement and shall immediately cease using the Properties.
TERMINATION AND LIABILITY
Either the Affiliate or Stardock may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, the Affiliate will immediately cease use of, and remove from use, all Properties, including Stardock trademarks, trade dress and logos, and all other Properties provided by or on behalf of Stardock to Affiliate pursuant hereto or in connection with the Affiliate Program.
Stardock is not responsible for any damage, lost income, or any other problems that may result from commissioned sales or Stardock links placed on a website or other means. Affiliate assumes all responsibility for results of their participation in the Stardock Affiliate program. Stardock will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Stardock 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 Stardock Affiliate program will not exceed the total referral fees paid or payable to you under this Agreement. Stardock makes no express or implied warranties or representations with respect to the Stardock Affiliate program or any products sold through the Affiliate program (including, without limitation, warranties of fitness, merchantability, noninfringement, 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.
Affiliate shall hold harmless, defend and indemnify Stardock, its directors, officers, agents and employees for any and all claims, losses, costs, liabilities or expenses (including reasonable attorneys' fees) relating to or arising from: (i) any breach or alleged breach by Affiliate of any representation, warranty or covenant of this Agreement; (ii) any negligent act or omission of Affiliate; (iii) any claim that the Affiliates actions infringes upon or violates any copyright, patent, trademark, or other intellectual property right; and (iv) any unfair trade practice, title or misrepresentation based on any promotional material, documentation or other material used by Affiliate with respect to the Affiliate Program, provided however, that: (x) Stardock promptly notifies Affiliate in writing of the claim after being made aware of such claim; (y) Affiliate has sole control of the defence and all related settlement negotiations, subject to obtaining the agreement of Stardock to any final settlement; and (z) Stardock reasonably provides Affiliate with the assistance, information and authority necessary to perform the above.
JURISDICTION AND ASSIGNMENT
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. Affiliate irrevocably consents to the jurisdiction of such courts. Affiliate may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Stardock may assign this agreement, without consent, to any of its affiliates. 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. Stardock's failure to enforce Affiliates strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
AFFILIATE ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS, INCLUDING THE COFIDENTIALITY AGREEMENT IN ADDEMNDUM "A". AFFILIATE UNDERSTANDS THAT STARDOCK 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 OR ONLINE PROMOTIONS OF ANY TYPE THAT ARE SIMILAR TO OR COMPETE WITH THOSE OF AFFILIATEâ€™S. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Effective the date of the Agreement, Stardock and Finder (the "Recipient"), individually referred to as a "Party" and collectively referred to as the "Parties", hereby enter into a confidential agreement ("NDA") for the purposes of discussing, including but not limited to, Stardock software products, customer data, technologies and marketing strategies. In order to achieve this purpose, each party may disclose certain valuable trade secrets and/or confidential and proprietary information to the other.
Stardock has considerable stake in the security of all proprietary information relating to its operations and will disclose to Recipient certain Confidential Information in connection with Recipient's participation in Stardock's business.
Recipient agrees not to use any Confidential Information disclosed hereunder by Stardock for any purpose except in furtherance of developing or performing work on behalf of Stardock.
Recipient shall not disclose Confidential Information to any third-party individual, corporation, or other entity without the prior written consent of Stardock. Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, and as Recipient uses itself, to prevent the unauthorized dissemination or publication of its Confidential Information.
Neither party acquires any license under any intellectual property rights of the other party by virtue of this NDA.
Neither party has an obligation under this NDA to purchase any service or item from the other party.
Stardock has no obligation under this NDA to offer for sale products using or incorporating the Confidential Information.
Upon the request of Stardock, Recipient shall return all Confidential Information in whatever form it is in if it has been supplied in tangible form. All information, which by virtue of its nature, cannot be returned, but can be deleted, must be destroyed or deleted and so certified by Recipient.
Recipient agrees that its obligations herein are necessary and reasonable in order to protect Stardock and its business, and Recipient agrees that monetary damages would be inadequate to compensate Stardock for any breach by Recipient of its covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any violation or threatened violation will cause irreparable injury to Stardock and that, in addition to any other remedies that may be available, in law, equity or otherwise, Stardock shall be entitled to obtain injunctive relief against the threatened breach of this NDA or the continuation of any such breach by Recipient, without the necessity of proving actual damages.
This NDA shall be binding upon and for the benefit of the Parties, their successors and assigns, provided that Confidential Information of Stardock may not be assigned without the prior written consent of Stardock.
Failure to enforce any provisions of this NDA shall not constitute a waiver of any term hereof.
This document contains the entire agreement between the parties with respect to the subject matter contained herein and supersedes any previous understanding, commitments or agreements, oral or written. All additions or modification to this NDA must be made in writing and must be signed by both parties.
This NDA is made under and shall be governed by the laws of the State of Michigan.