Tell-A-FRIEND PROGRAM
OPERATING AGREEMENT (UNITED
STATES)
Click
here to go to
the Non-U.S. Operating Agreement.
This Agreement contains the complete terms and conditions that apply to an
individual's participation in the Questia Media America, Inc. Tell-a-Friend
Program (the "Program"). As used in this Agreement, "we," "us," and "our" means
Questia Media America, Inc. ("QUESTIA"), and "you" and "your" means the
applicant. "Site" means a World Wide Web site and, depending on the context,
refers to www.questia.com or to any site that you will link to our site.
1. How to Enroll in the Program
To begin, register for either a free trial account or a paid subscription account via our site. We will automatically accept you into the Program. However, we reserve the right to remove you from the Program at any time and for whatever reason we deem necessary. Possible reasons for removal include, but are not limited to: (1) usernames that are obscene, sexually explicit or offensive, in our sole judgment, (2) linking to Questia from sites we find to contain sexually explicit, violent, discriminatory, or illegal content, (3) referring to Questia in emails that are similar to such, in our sole judgment, or (4) sending spam emails referring to Questia. If you are removed from the Program for reasons No. 1 or 2 above, you may rejoin at any time once the reason for removal has been changed to our satisfaction. If you are removed from the Program for reasons No. 3 or 4 above, you may only become part of the Program with our written permission after being removed for such reasons. Once again, we will verify that your username and/or site is/are in compliance with our standards.
Employees and members of immediate families of employees of QUESTIA or its parent, affiliates, or subsidiaries are not eligible to participate in this Program. Entities, including companies, institutions, foundations, partnerships and all other entities that are not individuals, are not eligible to participate in this Program.
2. Rewards
We will pay you (in accordance with Sections 3, 4, and 7 below) rewards on certain subscription sales to third parties. For a subscription sale to be eligible to earn a reward, an individual must pay for the subscription. Subscriptions that are provided complimentarily (free of charge) or that are purchased as part of a sale of two or more subscriptions to an institution are not eligible. Once an eligible subscription is purchased and the referral attributed to you, the reward will be applied to your Reward Balance. We will not, however, pay rewards on any subscriptions sold to a returning customer. Gift certificates are not eligible to earn rewards. You may not receive rewards for subscriptions bought by you, including subscriptions purchased as gifts by you. Attempting to receive rewards for such subscription sales will result (in our sole discretion) in the withholding of rewards or the termination of this Agreement. Recurring, reactivating or renewing subscriptions are not eligible for rewards. Subscriptions that are eligible to earn rewards under the rules set forth in this Section 2 are referred to as "Qualifying Subscriptions."
In addition, you may not: (a) 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; (b) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (c) make any orders or subscription requests, or engage in other transactions of any kind on our site, on behalf of any third party, or coerce any other person or entity to make such requests or transactions; (d) 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 (e) 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 rewards otherwise payable to you under this Agreement and/or terminate this Agreement.
3. Reward Schedule
You will receive a reward of $20 for all Qualifying Subscriptions (the "Reward Amount"), excluding subscriptions for which QUESTIA receives no net revenue such as due to chargebacks or bad debt by the purchaser of Qualifying Subscriptions ("No Net Revenue Sales"). To generate a reward for you, the customer must enter your username in the "Questia Friend" field when registering.
4. Reward Disbursement
We will disburse your rewards upon your election of one of the "disbursement
options." Your disbursement options are either to:
(i) apply your posted Reward Balance toward your
QUESTIA account ("Application Disbursement"), or
(ii) receive a check in U.S. funds of your full
Reward Balance ("Check Disbursement").
When you select a disbursement option, your entire Reward Balance will be
disbursed in that fashion; no partial disbursements will occur. In order to be
eligible for an Application Disbursement, you must have a Reward Balance of at
least $20.00. In order to be eligible for a Check Disbursement, you must have a
Posted Reward Balance of at least $40.00. No Disbursement shall be made until
you agree to this Operating Agreement. If you select the Application
Disbursement option, your total Reward Balance will be immediately credited to
your QUESTIA account. If you select the check Disbursement option, we will send
you a check for your total Reward Balance drawn on U.S. funds within 4 to 6
weeks. If you receive a disbursement of rewards awarded for a Qualifying
Subscription which is subsequently determined, in our sole judgment, to be a No
Net Revenue Subscription, we will deduct the Reward from your current Reward
Balance or from future sales of Qualifying Subscriptions. If there is no
subsequent sale of Qualifying Subscriptions within two (2) months, we will
either (i) charge your credit card for the Reward amount paid on the No Net
Revenue Subscription(s) or (ii) send you a bill for the Reward amount paid on
the refunded Qualifying Subscription(s). By agreeing to this Agreement, you
authorize us to charge your credit card in this manner, if applicable, and agree
to pay the invoice, if applicable.
5. Subscriptions and Tracking
We will be responsible for tracking subscriptions placed by customers who enter
your username in the "Questia Friend" field during their registration process.
This includes all customer service, including cancellations and renewals, once a
customer subscribes.
6. Policies
Customers who buy subscriptions through you or another one of our partners are
considered QUESTIA customers. Revenue will only be shared based on Qualifying
Subscriptions. Accordingly, all rules, policies, and procedures of the
www.questia.com site will apply to those customers. We have the right to change
our subscription prices or policies at any time.
7. Identifying Yourself as a Tell-a-Friend Participant
You may not in any manner misrepresent or embellish the relationship between us
and you, or express or imply any relationship or affiliation between us and you
or any other person or entity except as expressly permitted by this Agreement
(including by expressing or implying that QUESTIA supports, sponsors, endorses,
or contributes money to any charity or other cause).
8. Limited License
We grant you a nonexclusive, revocable right to use the Questia trademarks,
trade dress, or logos that we may designate for your use from time to time, for
which we grant express permission, solely for the purpose of identifying you as
a Program participant and to assist in generating Qualifying Subscription 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, including by email at the address then current on your account.
9. Term of the Agreement
The term of this Agreement will begin upon your acceptance of this Operating
Agreement 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. We will provide such written notice to the
email address we have on file in your account information. It is your
responsibility to ensure that this email address is accurate and correct. The
Agreement will be terminated once we have send an email to such address whether
your ever receive it. 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 QUESTIA 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 rewards only on our sales of
Qualifying Subscriptions that occur during the term, and rewards earned through
the date of termination will remain payable only if (i) the rewards remaining in
your Reward Balance are not from subscriptions that are determined to be No Net
Revenue Subscriptions, in our sole judgment, (ii) you are not removed by us
under Section 1 above, (iii) the Agreement is not terminated by us under Section
2 above, (iv) we determine, in our sole judgment, that you are not an
individual, in violation of the terms of this Agreement, and (v) your Reward
Balance is at least $40. We may withhold any final payment due for a reasonable
time to ensure that the correct amount is paid.
10. 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 rewards, the Reward Amount, 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.
11. 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 13.
12. 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 rewards paid or payable to you under this
Agreement.
13. 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.
14. 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.
15. 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 affiliates, subsidiaries or parent shall be submitted to confidential arbitration in Houston, Texas, 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 Texas (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 American 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.
16. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Texas, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your 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.
|
