Phoenix Rising Books Associate Program

Terms and Conditions

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Phoenix Rising Books Associate Program (the "Program"). As used in this Agreement, "we" means Phoenix Rising Books and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to the Phoenix Rising Books site, located at the URL www.phoenixrisingbooks.com, or to any site that you will link to our site (and which you will identify in your Program application).

Becoming an Associate
To begin the process, you will submit a complete application via our site. If we accept your application and your site is determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Unsuitable sites include those that:
· promote sexually explicit materials
· promote violence
· promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
· promote illegal activities
· otherwise violate intellectual property rights

Links on Your Site
On receiving your Welcome Package, you may provide on your site one or more links to our site. We will provide you with guidelines and graphical artwork to use in linking to our site.

To permit accurate tracking, reporting, and commission accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats.

Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Associate Links."

You will earn commission fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

You acknowledge that, by participating in the Associate Program and placing any of the links within your site, Phoenix Rising Books may receive information from or about visitors to your site or communications between your site and those visitors.

Your participation in the Phoenix Rising Books Associate program constitutes your specific and unconditional consent to and authorization for Phoenix Rising Books access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in Phoenix Rising Books Privacy Notice.

Spamming

It is against your Associates agreement to advertise our web site via unsolicited email. DO NOT send unsolicited email to promote us, or you will be in violation of your associates agreement and your account will be terminated, forfeiting all outstanding referral fees.

Order Processing
We will process Product orders placed by customers who follow Special Links from your site to our site.

We reserve the right to reject orders that do not comply with any requirements that we may establish periodically.

We will be responsible for all aspects of order processing and fulfilment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service.

We will track sales made to customers who purchase Products by using Special Links from your site to our site and will make available to you reports summarizing this sales activity.

Commission Fees
We will pay you commission fees on Product sales to third parties.

For a Product sale to be eligible to earn a commission fee, the customer must click-through a Special Link from your site to our site, and adds the Product to his or her shopping cart during a session. We will only pay commission fees on such Products after order, payment and shipping have occurred.

In addition, you may not:

(a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site);

(b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;

(c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site;

(d) make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;

(e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or

(f) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action.

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any commission fees otherwise payable to you under this Agreement and/or terminate this Agreement.

Commission Schedule
You will earn commission fees based on Qualifying Revenues according to commission schedules to be established by us.

"Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products, excluding costs for shipping, taxes, returns and bad debt.

The current commission fee schedule is:
10% of Qualifying Revenues from the sale of each book, music CD or video

Commission Payment
We will pay you Commission fees on a quarterly basis.

Approximately 5 days following the end of each calendar quarter, we will send you a cheque for the commission fees earned, as per the details provided on the application form.

However, if the commission fees payable to you for any calendar quarter are less than AUD$100, we will hold payment until the total amount due is at least AUD$100 or (if earlier) until this Agreement is terminated.

In calculating commission fees, we will deduct the corresponding commission fee from your next quarterly payment if the customer returns a Product that generated a commission fee.

If there is no subsequent payment, we will send you a bill for the commission fee.

We reserve the right not to honour or to reverse any transactions carried out dishonestly or fraudulently.

Interest will not be paid on outstanding Commissions.

Subject to the payment conditions, you will be paid Commission by direct credit to the bank account you nominated in your Application (for Associates in Australia or New Zealand only) or by cheque mailed to the address shown in your Application.

If you operate in Australia and fail to provide your Australian Business Number we are obliged to subtract withholding tax.

You will be responsible for checking the online reports detailing internet users' activity referred by you to satisfy yourself that the Commissions paid to you are correct. Any discrepancies or queries should be brought to our attention as soon as evident within 30 days. You acknowledge and agree that necessary currency conversions will be at the then prevailing market rates as determined by us.

Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Phoenix Rising Books. Accordingly, all Phoenix Rising Books rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time.

Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described within the Associate Program Material and such other text or images for which we grant express permission, solely for the purpose of identifying your site as an Associate Program participant and to assist in generating Product sales.

You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

Responsibility for 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. For example, you will be solely responsible for:
· the technical operation of your site and all related equipment
· creating and posting Product descriptions on your site and linking those descriptions to our catalogue
· the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)
· ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
· ensuring that materials posted on your site are not libelous or otherwise illegal
· ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
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.

Term of the Agreement
The term of this Agreement will begin upon acceptance of your Associate 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 of termination.

Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all Phoenix Rising Books trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

You are eligible to earn commission fees only on our sales of Qualifying Products that occur during the term, and commission 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 to ensure that the correct amount is paid.

Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties
You and we 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.

Limitation of Liability
We 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 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 Program will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the 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.

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.

Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our Associates shall be submitted to confidential arbitration in NSW, Australia except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of NSW (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the Australian Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

I Agree

I Disagree