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| The ElectronicsUnison.com Affiliate Terms |
Electronics Unison Affiliate Fee Agreement
1. Marketing Approval. We may approve you to participate in the Electronics Unison Affiliate Program based on your information you provided in the application in the application. If we do not approve your application, we approve you under the terms of this Agreement to market eligible Products to End Users. You will earn fees when your marketing efforts results in your End User purchasing Electronics Unison Products directly from Electronics Unison at prices and terms established by Electronics Unison.
2. Definitions. End User is anyone, who is not part of the Enterprise of which you are a part, who acquires Products for its own use and for resale. Enterprise is any legal entity and the subsidiaries it owns by more than 50%. Product is what we approve you to market.
Our Relationship. Each of us agree that:
1. both of us are independent contractors, and the Agreement is non-exclusive. Neither of us is a legal representative nor legal agent of the other. Neither of us is responsible for the debts incurred by the other, and neither of us is an employee or franchise of the other, nor the Agreement creates a joint venture between us.
2. each of us is responsible for our own expenses regarding fulfilling of our responsibilities and obligations under the terms of this Agreement.
3. neither of us will assume or create any obligations on behalf of the other or make representations or warranties about the other.
4. neither of us will bring a legal action against the other more than two years after the cause of action arose, unless otherwise provided by local law without the possibility of contractual waiver.
5. failure by either of us to insist on strict performance or to exercise a right when entitled does not prevent either of us from doing so at a later time, either in relation to that default or any subsequent one.
6. Electronics Unison may change the terms of this Agreement on one month written notice. Otherwise, for any other change to be made valid, both of us must agree in writing. Changes are not retroactive. Additional or different terms in a communication are void;
7. each of us will comply with applicable laws and regulations such as those governing consumer transactions;
8. Electronics Unison reserves the rights to assign this Agreement, in whole or in part, upon written notice.
9. if any provision of this Agreement is determined to be invalid or otherwise unenforceable, such provision will be deemed deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect as written;
10. Electronics Unison and entities within its Enterprise are allowed to store and use your contact information, including names, phone numbers, and email addresses to contact about future promotions, new timely products and services updates. Such information will be processed and used in connection with our business relationship consistently and sensitive.
11. this Agreement does not include our approval for you to market our products under reseller terms or complementary marketing terms unless we specify otherwise in a written Amendment or in a a separate written agreement.
12. except as otherwise stated in the Confidential Information section of this Agreement, all other information exchanged between us is nonconfidential; and
13. if any provision of this Agreement is determined to be invalid or otherwise unenforceable, such provision will be deemed deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect as written.
Your Responsibility to Electronics Unison
You agree:
1. you will be responsible for customer satisfaction for all your activities;
2. that for certain lead offerings, if we provide a lead to you, to report to us the results of your activities, as we specify in writing.
3. that when we provide you access to our information systems, it is only in support of your activities under the Agreement. Programs we provide to you for your use with our information systems, which are in support of such activities, are subject to the terms of their applicable license agreements, except you may not transfer them;
4. that you will not offer or make payments or gifts (monetary or otherwise) to anyone for the purpose of wrongfully influencing decisions in favor of Electronics Unison, directly or indirectly. Electronics Unison may terminate the Agreement immediately in case of 1) a breach of the clause or 2) when Electronics Unison believes such a breach has occurred or is likely to occur; and
5. to give us prompt written notice (unless precluded by law or regulation) of any material change or anticipated change in the information you provide to participate in the Electronics Unison Affiliate Fee Program.
Confidential Information
The following is Confidential Information: 1) all information Electronics Unison marks or otherwise states to be confidential, 2) any of the following prepared or provided by Electronics Unison a) sales leads, b) information regarding End Users, c) unannounced information about Products and Services, d) business plans, or e) marketing intelligence, 3) any of the following written information you provide to Electronics Unison on our request and which you mark as confidential a) reporting data, b) financial data, c) the business plan d) customer satisfaction data or sales information and any information we identify as “Confidential” on A Electronics Unison website. Your access or use of such information is considered your agreement to accept it as confidential.
We both agree to:
1. use the same care and discretion to avoid disclosure, publication or dissemination of Confidentiality Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; and
2. use the Confidential Information for the purpose for which it was disclosed or otherwise for the benefit of the discloser.
We both may disclose Confidential Information to:
1) employees who have a need to know, and employees of any legal entity that is owned by Electronics Unison or another entity control directly or indirectly with over 50% of voting shares; and
2) any other party with disclosers prior written consent.
Before disclosure to any of the above parties, the recipient would have a written a agreement with the party sufficient to require that party to treat Information in accordance with this Agreement.
The recipient may disclose, publish, disseminate, and use Information that is 1) already in its possession without obligation or confidentiality, 2) developed independently, 3) obtained from a source other than the discloser without obligation of confidentiality, 4) publicly available when received, or subsequently becomes publicly available through no fault of the recipient, or 5) disclosed by the discloser to another without obligation of confidentiality.
THE DISCLOSER PROVIDES INFORMATION WITHOUT WARRANTIES OF ANY KIND
The recipient uses Information provided by the discloser at its own risk.
The recipient of Information pursuant to this Agreement will not preclude, or in any way limit, the recipient from 1) providing to other products or services which may be competitive with products and services of the disclosures, 2) providing products or services who compete with the disclosure, or 3) assigning its employees in any way it may choose.
The recipient may disclose Confidential Information to the extent required by law. However, the recipient will give the discloser prompt notice to allow the discloser a reasonable opportunity to obtain a protective order.
All other Confidential Information exchanged between us is non confidential, unless disclosed as specified in the Electronics Unison Affiliate Fee Agreement for Exchange of Confidential Information.
2. Marketing and Promotional Collaterals
We may provide marketing and promotional collaterals materials to you. If we do, you agree to use them accordingly to our guidelines and to maintain records of your activities regarding the use of materials for three years. We may withdraw or recover of marketing and promotional collaterals from you if you breach any terms of the Agreement. Upon notification of termination of the Agreement, marketing and promotional collaterals will no longer be available for use by you, unless we specify otherwise in writing.
3. Fee Offering Terms
Under the terms of this Agreement, Electronics Unison will pay you a fee for eligible End User sales.
Eligible Sales and Orders
Eligible sales are those 1) made directly by Electronics Unison to the End User, using an ordering process specified by Electronics Unison and 2) only for orders for which End User includes your unique Electronics Unison identification URL link code. This code must be specified for each individual order and it is embedded to your partner affiliate URL link.
Eligible orders must be placed by the End User during the term of this Agreement.
Fees
The Electronics Unison will provide the following fee information by email:
1. the fee which is based on the percentage of the net price charged by Electronics Unison to the End User for the sale.
2. when fee are earned; and
3. the fee payment schedule.
Products sold through the Electronics Unison Affiliate Fee Program which you receive a fee, are not eligible for other Electronics Unison rebates or marketing programs.
You agree to reimburse Electronics Unison the fees Electronics Unison paid you for the sale of products to End User if such products are returned by the End User for any reason.
You further agree that Electronics Unison may withhold future fees due to you for any reimbursements you owe Electronics Unison.
Electronics Unison will periodically reconcile amounts paid to you to amounts actually earned.
Electronics Unison may recover fees paid to you for an amount equal to Electronics Unisons loss or damage Electronics Unison suffers as a result of your breach of the terms of this Agreement.
Electronics Unison may suspend the payment of fees to you pending legal, financial or contract compliance issues.
You agree to assist Electronics Unison upon on our request, in the collection of accounts receivables for products for which you earned a fee.
If requested in writing, you agree to provide to Electronics Unison the records you keep in the normal course of business, relating to recommendations made which resulted in an End Users acquisition of eligible products for which Electronics Unison paid a fee.
Changes
You agree that Electronics Unison may change:
1. product prices at any time and without prior notice; and
2. the fees and the fee schedule, and product eligibility on one months written notice.
4. Trademarks
We will notify you in applicable writing of the applicable Electronics Unison title and emblem which you are authorized to use. We will provide you with written guidelines which may periodically modify, regarding the use of the title and emblem. You may not modify the emblem in any way. You may not modify the emblem in any way. You may use our Trademarks (which include the title, emblem, and Electronics Unison Trademarks and service marks)
only:
1. within the geographic scope of this Agreement.
2. in association with Products we approve you to market; and
3. as described in the written guidelines provided to you.
The royalty monthly association with non-exclusive use of the Trademarks will be waived, since the use of this asset is in conjunction with marketing activities supporting sales of Products and Services.
You agree to promptly modify at your expense, any advertising or promotional materials that do not comply with our guidelines. If you receive any complaints about your use of a Trademark, you agree to promptly notify Electronics Unison. When this Agreement ends, you agree to promptly stop using our Trademarks. If you do not, you agree to pay any expenses and fees we incur in getting you to stop.
You agree not to register or use any mark that is confusingly similar to any of our Trademarks.
Electronics Unisons Trademarks, and any goodwill resulting from your use of them, belong to Electronics Unison.
5. Liability
Circumstances may arise where, because of a default or other liability, one of us is entitled to recover damages from the other. In each such instance, regardless of the basis on which damages can be claimed, the following terms apply as your exclusive remedy and our exclusive liability.
Electronics Unison is responsible for the amount of any actual direct loss or damage arising from our negligence or breach of this Agreement, up to the amount paid for the Products or Service that is the subject of the claim.
Under no circumstances (except as required by law) is Electronics Unison, its subcontractors or Program developers, liable for third-party claims against you. Even if informed of their possibility, or for any claims of loss of, damage to, data or for special, incidental, or indirect damages, economical subsequent damages, lost profits, business, revenue, goodwill or anticipated savings.
In addition to damages for which you are liable under law and terms of this Agreement, you will indemnify us for claims made against us by others (particularly regarding statements, representations, or warranties not authorized by us) arising out of your conduct under this Agreement or as a result of your relations with anyone else.
You also agree to distinguish to the End User those activities you perform on your own behalf and those you perform on Electronics Unisons behalf.
If you materially breach the terms of this Agreement, Electronics Unison reserves the right to withhold fee payments and to take such further action as may be permitted under this Agreement, including, but not limited to, termination and indemnification.
6. Electronic Communications
Each of us may communicate with the other by electronic means (for example, to provide written notice or consent to the other), and such communication is acceptable as a signed writing to the extent permissible under applicable law. Both of us agree that for all electronic communications, an identification code (called a “user ID”) contained in an electronic document is sufficient to verify the senders identity and the documents authenticity.
7. Ending the Agreement
Regardless of the contract duration, or any renewal period in effect, either of us may terminate this Agreement, with or without cause, on one months written notice. If, under applicable laws, a longer period is mandatory, then the notice period is the minimum notice allowable.
If we terminate for cause we may, at our discretion, allow you a reasonable opportunity to appeal. If you fail to do so, the date of termination is that specified in the notice.
However, if either party breaches a material term of the Agreement, the other party may terminate the Agreement on written notice. Examples of such breach by you are: if you do not maintain customer satisfaction; if you repudiate this Agreement; or if you make any material misrepresentations to Electronics Unison. You agree that our only obligation is to provide the notice called for in this section and we are not liable for any claims or losses if we do so.
You agree that if we permit you to perform certain activities after this Agreement ends, you will do so under the terms of this Agreement.
8. Geographic Scope
The rights, duties and obligations of both of us are valid only in the United States, Puerto Rico and the United States Territories.
9. Governing Law
The laws of the State of Texas will govern, construe and enforce the rights, duties and obligations arising under or, relating in any manner to, the subject matter of this Agreement, not withstanding conflicts of laws principles.
The “United Nations Convention on the International Sale of Goods” does not apply.
We may provide additional terms and conditions to you as specified in an announcement that govern your participation in the Electronics Unison Affiliate Fee Program
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Scooby-Doo! Scary Stone Dragon and Jinx at the Sphinx 2-Pack
 
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 2010-09-07
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