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Student Advantage, Inc. Online Affiliate Operating Agreement This
agreement (the "Agreement") contains the complete terms and conditions
that apply to your participation as an affiliate in the Online Affiliate
Program of Student Advantage Inc. ("SA") and your establishment
of links from your affiliate web site indicated above (the "Affiliate
Web Site") to an SA owned or operated web site on the SA Network
(each, a "SA Web Site").
WHEREAS, SA markets a Membership (the "Membership") 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 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:
- SA Link
- Payments
- SA's Proprietary Information
- Limitation of Liability
- Your Responsibility
- Relationship of Parties
- Term of this Agreement
- Independent Investigation
- General
1. SA Link
You agree to post at the Affiliate Web Site branded links of SA's design and specifications (the "SA Links"). You agree to post the
SA Links in a form specified by SA and you agree not to make any changes in the content, appearance, design, format, tags or other
specifications of the SA Links. You agree to remove the SA Links from the Affiliate Web Site at SA's request at any time for any
reason. No Spamming. Student Advantage strictly forbids the sending of unsolicited e-mail to numerous recipients ("spamming") and any
Affiliate who spams other Internet users for enrollment 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 SA Links pursuant to Section 1 and subject to your compliance with the terms and conditions
of this Agreement, SA agrees to pay you as follows: (a) Commission. SA will pay to you: (i) three U.S. dollars ($3.00) for each high
school, college, or university student (each, a "Student") who follows any SA Link on the Affiliate Web Site directly to an SA Web Site
and registers for the full priced ($22.50 or more) Membership (the "Commission"). SA will pay you only after SA receives full payment
from the Student for such Membership. (b) Payment Schedule. Commissions owed under Section 2(a) will be paid by SA 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 SA's
calculation in reasonable detail will accompany each payment. SA may withhold payments and carry over such payments to the next payment
period until the total payment due is equal to or greater than $50.00.
3. SA's Proprietary Information
The SA 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 SA 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 SA Links neither you nor your agents or affiliates acquire any rights in any copyright, trademark or
other intellectual property owned or used by SA. Any rights arising from use of SA's trademarks pursuant to this Agreement inure to SA'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 SA'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 SA 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"). SA disclaims all liability for the Affiliate Content. Further, you agree to indemnify and hold SA 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 SA 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 SA'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 SA's acceptance of this Agreement and will end when terminated by either party. Either you
or SA 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 Membership sales completed during the term, and Commissions earned through the date of termination
will remain payable only if the Membership orders are fully paid and not cancelled. SA 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 SA 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
SA ONLINE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
YOU ACKNOWLEDGE THAT SA 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 SA. 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 Commonwealth of Massachusetts. Any action relating to this
Agreement must be brought in the federal or state courts located in Boston, Massachusetts.
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