QUESTIA MEDIA, INC. AFFILIATES PROGRAM AGREEMENT This agreement describes the entire terms and conditions for participation in the Questia.com Affiliate Program. The Questia.com Affiliate Program is operated by Questia Media, Inc. In this agreement, Questia.com and Questia Media, Inc. are collectively referred to as "Questia Media, Inc". In this agreement, the term "Participant" refers to you (the applicant), and "sponsoring Web site" refers to the Web site from which you will link to Questia Media, Inc. Wherever the agreement refers to "you" or "your", it means "the Participant"; "we" or "our" refer to Questia Media, Inc.
1. Enrollment in the Questia Media, Inc. Affiliate Program
To begin the enrollment process, you will submit a complete Program application via our website, Questia.com or other authorized enrollment form provided by an authorized representative of Questia Media, Inc., specifying each website you propose to include in the Program. We will evaluate your completed application in good faith and will notify you of our acceptance or rejection of each website in a timely manner. We may reject your application if we determine (in our sole discretion) that your website is unsuitable for the Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, pornographic, harassing or racially, ethnically or otherwise objectionable. If we reject your application, you are welcome to reapply to the Program at any time.
2. Privacy of the Affiliate Account:
For US based associates a social security number or taxpayer ID number for payment and record keeping purposes. If you do not provide Questia Media, Inc. with a valid ssn/ein or taxpayer ID, you forfeit your rights to bounty fee payment. Non-US based affiliates need not submit social security number, EIN or taxpayer ID.
3. Payment Options:
Questia Media, Inc. will pay all Affiliates on a bounty fee arrangement.
4. Bounty Fees:
This bounty fee plan is subject to change by Questia Media, Inc. upon 30 days prior written notice to its Affiliates. As set forth below, Questia Media, Inc. may give notice by email to the Affiliates last email address provided in writing to Questia Media, Inc. Until changes are made to the bounty fee payment structure, you will earn the following for each new user who purchases a paid subscription to Questia Media, Inc. for at least one month which is sold on your sponsoring Web site(s):Bounty Fee is U.S. $12.00 per new subscription as validated by Questia Media, Inc. for any type of subscription plan purchased on Questia.com.Only new subscribers, from whom Questia Media, Inc. actually collects cash for personals subscriptions on the Questia Media, Inc. Web site via valid credit card, check, PayPal or money order or other means will qualify as a new subscriber on which the bounty fee will be paid. Questia Media, Inc. reserves the right to not pay a new subscriber bounty on any subscriber who was previously a Questia Media, Inc. member and who discontinues such membership and re-signs as a new member under the same or a new user name within 3 months of dropping their old membership, or any other new subscribers who are the result of unreasonable "churning" by the applicable Affiliate. Qualifying new subscribers do not include users of Questia Media, Inc. who purchase any other services or goods on the Questia Media, Inc. Web site (e.g. Questia Media, Inc. branding clothing) aside from online personals subscriptions. Affiliates are not paid bounty fees on renewing subscriptions.All affiliate fees are calculated based on the total number of subscriptions delivered monthly multiplied by the U.S. $12.00 bounty fee, less charge backs, refunds, resignations and other transactions that may occur during the first fifteen days of the reported calendar month.We will not, however, pay bounty fees for any products that you may purchase during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement. 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 the Questia.com Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access the Questia.com 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 the Questia.com Site; (d) make any orders or subscription requests, or engage in other transactions of any kind on the Questia.com 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; (f) other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Questia.com Site or otherwise around or in conjunction with the display of the Questia.com Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase subscription plans or by causing any page of the Questia.com Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site); (h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program; or (i) seek to purchase or register any keywords, search terms or other identifiers that include the word "questia" or variations thereof (for example "quesstia", "questias", etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service. 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 referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
5. Bounty Fee Payments:
You may receive your payments by check. Questia Media, Inc. will send bounty fee payment for the applicable fees (less any taxes required to be withheld under applicable law) and a statement of customer purchase activity to the Participant within approximately 30 days after the end of each calendar month. Checks will only be issued for payments over U.S. $20.00.
6. Refunds, Charge backs and Bad Checks:
If a subscription is later refunded to the customer or charged back by the customer, or if a customer's check does not clear, the referral/bounty fee, and any affiliated charge back fees, will be deducted from the next monthly payment sent to the Affiliate. Additionally, all affiliate fees, are calculated based on total number of subscriptions referred, less charge backs, refunds, resignations and other transactions that may occur during the first fourteen days of the reported calendar month.
7. Subscription Payment Processing:
Questia Media, Inc. will be solely responsible for processing every subscription order placed by a customer on the sponsoring Web site(s). Subscription orders will be accepted via the Questia Media, Inc. online ordering process. Payment processing, renewal payment processing, cancellations and refund processing, and related customer service are the responsibility of Questia Media, Inc. All of the rules, operating procedures and policies of Questia Media, Inc. regarding customer subscriptions will apply to all subscription orders we receive through the sponsoring Web site(s). Questia Media, Inc. reserves the right to reject any subscription order that does not comply with our rules, operating procedures and/or policies. Affiliate is not permitted to make any exceptions from these rules or otherwise communicate with subscribers about these rules except with Questia Media, Inc.'s prior authorization.
8. Tracking of Subscription Sales:
Questia Media, Inc. will be solely responsible for tracking subscription sales. Statements of subscription sales activity will be provided to the Affiliate. To protect Questia Media, Inc. customer privacy, the names or other personal information about specific customers will not be provided to the Affiliate but shall be retained exclusively by Questia Media, Inc. In addition, all personal information about specific customers collected by Questia Media, Inc. shall be owned solely and exclusively by Questia Media, Inc. Affiliate agrees to comply with the posted Questia Media, Inc. privacy policy, as it may be changed from time to time, with regard to any personal information collected by Affiliate from subscribers of Questia Media, Inc. in their status of Questia Media, Inc. subscribers. Affiliate need not comply with the Questia Media, Inc. privacy policy in its other dealings with persons who are also Questia Media, Inc. subscribers as long as it is clear to the user that they are not dealing with Affiliate as a representative of Questia Media, Inc. when such information is being collected.
9. Time Limitations For Depositing Affiliate Checks:
United States (US) residents are required to cash or deposit any check from the Questia Media, Inc. Network within ninety (90) days of the date the check was issued. This information is printed on all checks. The Questia Media, Inc. Network is not required to reissue payment for affiliate checks older than ninety (90) days. Because of the expense involved for non-US residents to cash or deposit checks for US funds, non-US residents are allowed to hold onto their checks for a period of up to 180 days (6 months) after the first check or group of checks was issued. After this 180-day period has expired, the affiliate must return the checks by mail within 30 days to receive one check for the total amount of all the checks combined. The Questia Media, Inc. Network is not required to reissue payment for affiliate checks received after this time (total of 210 days from the date of the first check that is issued).
10. Lost, Stolen, Or Destroyed Checks:
It is the responsibility of the Affiliate to request in writing a reissue of lost, stolen or destroyed checks within the ninety (90) day period outlined above. The request must include as much information about the dates and earnings in question as possible, including the Master ID of the account and to whom the check was issued. Email requests are sufficient. Reissued checks are held to the same ninety (90) day expiration rules. All bank fees related to the issuance of replacement checks or other payments, including charges for stop orders on previously issued checks, shall be the charged to the Affiliate. Questia Media, Inc. often receives returned checks because the mailing address provided by the affiliate was incorrect or insufficient. In these cases, we will contact the Affiliate upon receipt of the returned check. It is the responsibility of the Affiliate to respond and correct the information as necessary. After ninety (90) days without a reply from the affiliate regarding the issue, the check will become voided, and Questia Media, Inc. will not be required to re-issue payment. After 180 days (6 months) without a reply from the Affiliate, all payments will become null and void, and the Affiliate account will be terminated.
11. Copyrighted material:
As an Affiliate, you are solely responsible for ensuring that any and all materials provided by you, including your logo and preamble text do not infringe upon the rights, including the intellectual property rights, of any third parties. You must have express permission to use another party's copyrighted material. Questia Media, Inc. will not be responsible if you use another party's copyrighted material in violation of the law. Between Questia Media, Inc. and Affiliate, the following will apply: A. Each party shall retain all right, title and interest in and to its respective trademarks, service marks and trade names worldwide ("Intellectual Property") subject to a limited non-exclusive, non-transferable license necessary to perform this Agreement. Each party grants the other a royalty-free, non-exclusive, non-transferable license, during the term of this Agreement to include such party's pre-approved Intellectual Property solely in connection with the promotions and marketing contemplated hereunder as set forth above. B. Each party shall use the other's Intellectual Property only as provided, and shall not alter the Intellectual Property in any way, nor shall it act or permit action in any way that would impair the rights of the owning party in its Intellectual Property. Each party acknowledges that its use of the other party's Intellectual Property shall not create any right, title or interest in or to such Intellectual Property. Each party shall have the right to monitor the quality of the other party's use of its Intellectual Property. Any references to a party's Intellectual Property shall contain the appropriate trademark, copyright or other legal notice provided from time to time by owning party. C. Neither party may alter or remove any proprietary notices from the other's Intellectual Property. Any goodwill accruing from the use of such Intellectual property shall inure to the licensor of such Intellectual Property hereunder. D. Each party expressly reserves all rights not granted to the other party herein. E. Affiliates are prohibited from using the individual profiles and information of Questia Media, Inc. users on their referring affiliate site or anywhere else. Any use of a Questia Media, Inc. user profile as an advertisement or for any other use on a Questia Media, Inc. referring affiliate site or elsewhere is strictly prohibited and unauthorized. Doing so violates the privacy policy of the Questia Media, Inc. User Agreement and will result in immediate termination or suspension of your affiliation with Questia Media, Inc.
12. Questia Media, Inc. Policies Apply to All Orders:
Every customer who buys a subscription through this program is deemed to be a customer of Questia Media, Inc. Affiliate does not have the authority to make or accept any offer on behalf of Questia Media, Inc. All Questia Media, Inc. policies regarding customer orders, including pricing and problem resolution, will apply to these customers. Questia Media, Inc. is not responsible for any representations made by Affiliate that contradict our policies.
13. Prices and Availability:
Questia Media, Inc. will determine the price charged for subscriptions sold under this program according to our own pricing policies. Prices may vary from time to time as determined in Questia Media, Inc.'s sole discretion. Questia Media, Inc. policies will always determine the price paid by the customer.
14. Prohibited Content:
No website which is a member of the Questia Media, Inc. Affiliate Network may display any of the following content or engage in any of the following activity. Questia Media, Inc. reserves the right to immediately terminate this Agreement and to remove all Questia Media, Inc. Intellectual Property from Affiliate's site and to sever all links to the sponsoring Web site(s) if any of the following content or activity is present:
Sexually explicit material (pornography); Violent images or messages that promote violence; Promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age; Promotion of illegal activities; Promotion or display of defamatory, libelous or harmful material or material that otherwise infringes upon the rights of any third parties; Content that is inconsistent with Questia Media, Inc.'s policies and/or practices; Spamming (repeated, unsolicited emails) of Affiliate's users who have purchased a Questia Media, Inc. subscription
15. Publicity:
You shall not create, publish, distribute or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent, which shall not be unreasonably withheld. You shall not make any public announcement or issue a press release referring to us and the subject matter of this Agreement without our prior express written permission
16. Web Site Service Interruption:
Questia Media, Inc. will make every effort to keep its Web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate agrees not to hold Questia Media, Inc. liable for any of the consequences of such interruptions.
17. Term of the Agreement:
Affiliate will receive bounty fee payments on orders that are placed during the term of this agreement. Bounty fees earned through the date of expiration or cancellation of this agreement will remain payable only if the subscriptions are not refunded. Payment of the final referral/bounty fee payment to Affiliate may be withheld for a reasonable time in order to ensure that the correct amount is paid.
18. Modifications:
Questia Media, Inc. reserves the right to change any of the terms and conditions in this Agreement, at any time and in its sole discretion, upon prior notice to Affiliate by posting a new agreement on our Web site. Such new terms will take effect 10 days after posting. Without limiting the generality of the foregoing, referral/bounty fee schedules, and all other provisions of this Agreement are subject to change without notice other than posting such information on our Web site, except that we will not reduce the referral/bounty fees on subscriptions purchased prior to the effective date of the modifications to this Agreement. Affiliate may not change or modify this Agreement.
19. Cancellation of this Agreement:
Either party, acting in their sole discretion, may choose to cancel this Agreement at any time by written notice of cancellation to the other. Such cancellation will be effective 3 days after notice to the other party unless the Agreement is terminated by Questia Media, Inc. for violation of Section 15, in which case termination will be effective immediately upon notice to the Affiliate by Questia Media, Inc. Affiliates should know that Questia Media, Inc. intends to terminate any Affiliate that generates U.S. $0 referral/bounty fees during a consecutive 120 day period.
20. Warranty Disclaimer:
Questia Media, Inc. makes no warranties, representations or conditions with regard to the program or, except as expressly set forth in Questia Media, Inc. then current terms and conditions which are posted on the Web site, any subscriptions sold hereunder, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, Questia Media, Inc. expressly disavows any obligation to indemnify Affiliate or any of its representatives or owners in connection with any lawsuit or other proceeding arising out of any of Affiliate's users use of Questia Media, Inc.
21. Limitation of Damages:
Questia Media, Inc. shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or the program, even if Questia Media, Inc. has been advised of the possibility of such damages. Further, Questia Media, Inc.'s aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total referral fees paid or payable by Questia Media, Inc. to Affiliate under this Agreement.
22. Representations and Warranties:
Affiliate represents and warrants that it has the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; and that the execution of and performance of its obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state and local law or regulation.
23. Indemnification:
Affiliate shall defend, indemnify and hold harmless Questia Media, Inc., its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of Affiliate's representations, warranties or obligations hereunder; (ii) it arises out of the negligence or willful misconduct of Affiliate; or (iii) it is based upon Affiliate's violation of any applicable federal, state or local law or regulation in providing products or services hereunder.
24. Miscellaneous:
Affiliate and Questia Media, Inc. are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Affiliate shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Questia Media, Inc. Subject to the foregoing restriction, this Agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns. Affiliate and Questia Media, Inc. agree that the terms of this Agreement and the Agreement itself are confidential and neither party shall divulge the business terms and conditions of this Agreement or the existence of the Agreement itself without the prior written consent of the other party.
25. Governing Law:
This Agreement shall be governed by the laws of the United States and the State of Texas without reference to its choice of law principles.
© Questia Media, Inc., 2008. All rights reserved.
