ALLDATADIY
Alliance Member Program
Online
Distributor Agreement
PLEASE
PROVIDE THE FOLLOWING INFORMATION
1. Your
name:
2. Your company
("You"):
3. Your
contact information:
Primary
contact:
Title:
E-mail
address:
Telephone
number:
Address:
____________________________________
4. Your
site(s)’ URL:
5.
URL
of the site(s)
linking
to ALLDATADIY.com
("Linking Site"):
6.
Does
your site contain pornographic, violent or any type of discriminatory
material?
Yes_________________ No
__________________
ONLINE
LINKING AGREEMENT TERMS AND CONDITIONS
(Please
read completely before signing)
Operating
Agreement
This
Agreement contains the complete terms and conditions that apply to an entity's
participation in the ALLDATADIY Distributor Program (the "Program").
As used in this Agreement, "we" means ALLDATA LLC, and
"you" means the applicant. "Site" means a World Wide Web
site and, depending on the context, refers either to ALLDATADIY.com's site,
located at the URL http://www.ALLDATADIY.com, or to any site that you will
link to our site (and which you will identify in your Program application).
1. Enrollment in the Program
To begin the enrollment process, you must submit a complete Program
application by doing the following:
Print
out this agreement.
Provide
all requested information.
Sign
your name at the bottom of the agreement or have the agreement signed by
authorized representatives of your company, as appropriate.
Agree
to the terms of the Agreement by clicking on the "I Agree" Button at
the bottom of the online Agreement.
Fax
the printed and signed document to 901-495-8316. Attention: ALLDATA Counsel.
We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application or terminate the agreement if we determine (in our sole, reasonable discretion) that your site is unsuitable for the Program. Unsuitable sites includes, but is not limited to, those that:
·
Promote
sexually explicit materials
·
Promote
hate and/or violence
·
Promote
discrimination based on race, sex, religion, nationality, disability, or age
·
Promote
illegal activities
·
Include
"ALLDATA or ALLDATADIY" or variations or misspellings thereof in
their domain names otherwise violate intellectual property rights
If
we reject your application, you are welcome to reapply to the Program at any
time. You should also note that if we accept your application and your site is
thereafter determined (in our sole discretion) to be unsuitable for the
Program, we may terminate this Agreement. We reserve the right to terminate
this Agreement if we do not receive a written, executed copy of this Agreement
within ten (10) business days after you have checked off the "I
Agree" box and pressed the ‘Sign-up’ button.
2. Grant
of License.
ALLDATA
hereby grants to you, and you hereby accept, a limited, non-exclusive,
non-transferable, revocable license to display a graphic logo, text, such
other text or images for which we grant express permission
and Link (as defined below) for use on
the Linking Site on the World Wide Web site(s) owned or operated by you and
identified above (the "Linking Site(s)") and for the purposes of
identifying your site as a ALLDATA Alliance Member Program participant and to
assist in generating subscription sales and online distribution of products
ALLDATADIY.com. Such Link shall consist
solely of the ALLDATA logo (the "Logo") as specified in this
Agreement and by ALLDATA from time to time. You may not modify, edit or in any
way alter the Logo in any manner. Nothing in this Agreement shall grant to you
any rights in the Logo, the ALLDATADIY.com site, any ALLDATA product or any
other intellectual property of ALLDATA or any of its subsidiaries or
affiliates, other than as expressly set forth herein. For purposes of this Agreement "Link" shall mean a
hypertext link located on the Linking Site(s)which shall only link directly to
the page nominated by ALLDATA and contained under ALLDATADIY.com (as such URL
may be modified from time to time), and which shall be implemented by the
Linking Party solely in accordance with this Agreement.
3. Links
on Your Site
Upon
mutual acceptance of this agreement you will receive instructions
("Linking Standards") as to how to link to our site.
You will be provided with graphics ("Logo") and code that can
be easily uploaded to your site to implement the link to the designated page
on the ALLDATADIY.com Site. You
will be responsible for the placement of these references. To permit accurate
tracking, reporting, and referral fee accrual, we will provide you with “Special
‘ID’” number 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 Special Links ("Special Links"). You will
earn referral 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.
4. Link
Guidelines. You agree to comply with the following guidelines:
(a)
You
may use only the Logo in the specific format provided to you by ALLDATA in
accordance to the Linking Standards, as such Logo, format, and Linking
Standards may be modified and provided to you by ALLDATA from time to time.
Such Logo, format, and Linking Standards shall be provided to you after
you agree to be bound by the terms and conditions of this Agreement by
clicking on the "I Agree" button on the bottom of this page subject
to ALLDATA approval.
(b)
You
may only use the Logo on the Linking Site, and not in any other manner. The
Logo must always be an active link to the designated page of the
ALLDATADIY.com site and not to any other page, as "deep linking"
past the ALLDATADIY.com designated link page or homepage is strictly
prohibited. Any Links must display such link page or homepage exactly as it
has been created by ALLDATA. You shall not post
or serve any advertisements, promotional, or other additional 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.
(c)
The
Logo may be used only on web pages that make accurate references to
ALLDATADIY.com, or its affiliates or subsidiaries or their products or their
services, and must be displayed adjacent to the reference or at the bottom of
the same page. Your web page title and other trademarks and logos must appear
at least as prominent as the Logo. You may not display the Logo in any manner
that implies sponsorship, endorsement, or license by ALLDATADIY.com, ALLDATA
LLC or any of their affiliates or subsidiaries.
(d)
The
Logo must appear by itself, with a minimum of 10 pixels of spacing between
each side of the Logo and the other graphic or textual elements on your page.
The Logo may not be used as a feature or design element of any other logo.
(e)
You
may not alter the Logo or any elements thereof in any manner, including size,
proportions, colors, etc., or animate, morph or otherwise distort their
perspective or appearance.
(f)
You
may not use the Logo on any site that disparages ALLDATADIY.com, ALLDATA LLC
or any of its subsidiaries or affiliates (including, without limitation,
AutoZone, Inc.) or their respective products or services.
(g)
You may
not post any Special Links on any Web site or other platform that is
accessible through any Internet Access Appliance.
(h)
You may
not 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.
(i)
You may
not in any way modify, redirect, suppress, or substitute the operation of any
button, link, or other interactive feature of our site.
(j)
You may
not take any action on the Linking Site or your site 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;
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. Order Processing
We
will process Subscriptions placed by customers who follow Special Links from
your Linking 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 fulfillment. Among
other things, we will process payments, cancellations, and returns, and handle
customer service. We will track sales made to customers who purchase orders
using Special Links from your Linking Site to our Site and will make available
to you reports summarizing this sales activity. The form, content, and
frequency of the reports may vary from time to time in our discretion.
6. Referral
Fees
We
will pay you (in accordance with Section 7) referral fees on each subscription
purchased during the users initial use of the Linking Site and the Link
("Referral Link") visit. We will not, however, pay referral fees on
subscriptions purchased on independent or separate visits to the
ALLDATADIY.com website or for subsequent renewals of products originally sold
on the ALLDATADIY.com Site via the referral link. You may not purchase
subscriptions 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 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 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) 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; or (c) 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. 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.
7. Pending
Sales, Returns and Referral Fee Payments
Sales from your site will be held as ‘Pending Sales’ for a 30-day period.
Upon completion of the ‘Pending Sales’ period, you will receive a
referral fee check for approved sales for that Month. Sales will be Net of
returns if applicable. The Referral Fee will be sent approximately 30 days following
the end of each ‘Pending Sales’ period.
However, if the fees payable to the applicant
for any calendar month are less than $50.00, ALLDATA will hold those fees
until the total amount due is at least $50.00 or (if earlier) until this
Agreement is terminated. If the customer returns a product that generated a
referral fee, ALLDATA will deduct the corresponding fee from the applicant
monthly payment. If there is no subsequent payment, ALLDATA will send a bill
for the fee if the return is not processed that calendar month.
8. Policies and Pricing
Customers
who buy a Subscription through this Program will be deemed to be customers of
ALLDATADIY.com and ALLDATA. Accordingly, all ALLDATADIY.com rules, policies,
and operating procedures concerning customer orders and customer service will
apply to those customers. We may change our policies and operating procedures
at any time. Because price changes may occur, you may not include price
information in your descriptions. Only policies for advertisement contained in
the Linking Standards is permissible.
9. Identifying Yourself as an Alliance Member
We
will make available to you a small graphic image that identifies your site as
an Alliance Member Program ("Alliance Member Banner"). You must
display this Alliance Member Banner whenever the product is referred to on
your Site in accordance with the Logo guidelines in section 4 above. We may
modify the text, graphic image, format, this notice, or the Linking Standards
from time to time. Any press releases or disclosures with respect to this
Agreement, your participation in the Program, or ALLDATA LLC, its sites,
programs or products must be approved by ALLDATA LLC in writing prior to the
release of such press release or disclosures.
In addition, 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 ALLDATADIY.com or ALLDATA LLC supports, sponsors, endorses, or
contributes money to any charity or other cause).
10. Trademark
and Intellectual Rights
You recognize that the title to the graphic image and text, Logo, Alliance
Logo, ALLDATADIY.com, ALLDATA LLC, all ALLDATA products, and any other images,
our trade names and trademarks, including without limitation, the underlying
technology of the ALLDATA Database and all associated intellectual property
rights and trade secrets therein (collectively the “ALLDATA Materials”),
are and shall remain the sole and exclusive property of ALLDATA.
Your use of the ALLDATA Materials is only for distribution and display
to potential customers through the license granted in this Agreement for the
term of this Agreement and the right to do so shall terminate with this
Agreement. Any rights not
expressly granted hereunder are reserved to ALLDATA.
Except as expressly authorized herein, You shall not, and shall ensure
that your employees, agents or others acting on your behalf do not: (i) modify,
translate, reverse engineer, decompile, disassemble, create derivative works
from the ALLDATA Materials or incorporate all or any portion of the ALLDATA
technology into other software, product or technology for its own use or the
use of third parties outside the scope or term of this Agreement; (ii) copy,
distribute, alter, or cover any copyright notices, trademarks, or other
proprietary rights notices placed or embedded by ALLDATA on or in the ALLDATA
Materials; or (iii) alter any trademarks or other proprietary marks of ALLDATA.
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.
11. Responsibility for Your Site and Indemnification
You
will be solely responsible for the development, operation, and maintenance of
your site, the Linking 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 descriptions on your
site and linking those descriptions to our site the accuracy and
appropriateness of materials posted on your site 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. We disclaim all liability for these
matters. Further, you shall indemnify and
hold harmless ALLDATA LLC, its affiliates and subsidiaries, and their
respective officers, directors, members, employees and agents from and against
any and all claims, actions, suits or proceedings, as well as any and all
losses, liabilities, damages, costs and expenses (including reasonable
attorneys fees) arising out of or accruing from (a) any misrepresentation or
breach of your representations and warranties set forth in this Agreement;
(b) any non-compliance by you with any covenants, agreements or
undertakings of Linking Party contained in or made pursuant to this Agreement;
and (c) relating to the development, operation, maintenance, and
contents of your site.
12. Term
and Termination of the Agreement
(a)
The
term of this Agreement shall begin on the date you agree to be bound by the
terms hereof by clicking on the button below labeled "I Agree" and
approval by ALLDATA and shall continue on a month to month basis until
terminated as provided herein.
(b)
ALLDATA
may terminate this Agreement with or without cause immediately at any time
upon thirty (30) days' notice to Linking Party.
(c)
Linking
Party may terminate this Agreement with or without cause at any time upon
thirty (30) days prior written notice to ALLDATA.
(d)
This
Agreement shall terminate automatically and simultaneously with the time
Linking Party is in violation of this Agreement. ALLDATA may terminate the
Agreement immediately upon reasonable expectations that Linking Party is in
violation of this Agreement including, but not limited to, not receiving
adequate assurances from Linking Party that Linking Party is not in violation
of this Agreement.
(e)
Whether
or not ALLDATA terminates this Agreement as provided herein, ALLDATA reserves
the right to take action against any use that does not conform to this
Agreement, infringes any intellectual property or other right of ALLDATA, or
violates applicable law.
(f)
Immediately
upon the termination of this Agreement, you shall disconnect all links to the
ALLDATADIY.com site, and cease all use of the Logo. The provisions of sections
11,12(f), 13, 15, 16, 18, 19, and 22 hereof shall survive the termination of
this Agreement.
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
reference to ALLDATA including but not limited to ALLDATA LLC trademarks,
Logo, Alliance Logo, 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 referral fees only on our sales of
Subscriptions that occur during the term and will remain payable only if the
Subscriptions are not canceled or returned. We may withhold your final payment
for a reasonable time to ensure that the correct amount is paid.
13. 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, product
name 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.
No other amendments to this Agreement may be made without the prior
written consent of the authorized representatives of each party.
14. 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.
15.
Limitation of Liability
IN NO EVENT SHALL ALLDATA, NOR ANY
OF ITS AFFILIATES OR SUBSIDIARIES, BE LIABLE FOR ANY DAMANGES OF ANY KIND,
INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, DATA OR
USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR
STRICT LIABILITY), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT even
if we have been advised of the possibility of such damages.
Without limiting the foregoing, ALLDATA,
its affiliates, subsidiaries and its vendors shall have no responsibility for
any monetary damages under any contract, tort or other legal or equitable
theory, regardless of the form of the action. Such limit shall apply whether
or not ALLDATADIY.com or any of its subsidiaries, AFFILIATES, or its vendors
have been advised of the possibility of such damages. In the event that you
are in a jurisdiction that does not allow such limitations, the parties agree
that in no event shall any damages incurred by you (for which ALLDATADIY.com,
its affiliates, subsidiaries or vendors are found liable) under this Agreement
exceed the total referral fees paid under this agreement.
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.
16. 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 for a particular purpose, merchantability,
non-infringement, 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. ALLDATA
obtains the content appearing on ALLDATADIY.com from sources that it considers
to be reliable; however, neither ALLDATA nor any of its vendors warrants the
accuracy or completeness of such content.
17. 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 website.
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.
18. Representations and Warranties.
You hereby represent and warrant to ALLDATA that you (a) have the right, power
and authority to enter into this Agreement and perform your obligations as set
forth herein, (b) are under no obligation or restriction, nor will you assume
any such obligation or restriction, that does or would interfere or conflict
with your obligations under this Agreement, (c) the information provided above
is true, correct and complete, and (d) You shall not have the right to use,
publish, share, sell or otherwise distribute any data collected with respect
to users of the Linking Site(s)which relate to (i)their clicking on a Link, (ii)their
use of ALLDATADIY.com, or (iii)any other information deemed proprietary by
ALLDATA.
19. Covenants.
You hereby covenant and agree with ALLDATA that (a) you shall comply
with ALLDATADIY.com ’s Privacy Policy and Usage Agreement, each as in effect
from time to time, (b) the Linking Site(s) shall not be operated in violation
of any applicable federal, state or local law, rule or regulation, (c) the
content included on the Linking Site(s), as well as the operation of the
Linking Site(s), will not violate or infringe the copyright, trademark, trade
name, patent, literary, intellectual, artistic or dramatic right, right of
publicity or privacy or any other right of any entity or person or contain any
material which is libelous, slanderous or obscene, (d)if any of the
information provided above changes at any time, you will notify ALLDATA as
specified below in Section 20, and (e) the Linking Site(s)shall not publish,
link to, sell or otherwise distribute Adult Content (as defined below), and
you will remove any such Adult Content as soon as you become aware, or are
made aware, of such Adult Content. For
purposes of this Agreement, "Adult Content" means any material,
including textual, audio, graphic, or video material, which is violent or
pornographic or which contains nudity, explicit violent or sexual material or
depictions of violent or sexual acts.
20. Notices.
Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient upon receipt, when delivered personally or by
courier, overnight delivery service, by first class, regular mail as certified
or registered mail with postage prepaid.
Notices to you shall be sent to the address specified above by you.
Notices
to ALLDATA should be sent to the following address:
ALLDATA
LLC
Attn:
President
P.O.
Box 144
Elk
Grove, CA 95759-0144
With
Copy to:
AutoZone
Legal Department
Attention:
ALLDATA Counsel
123
S.Front Street, Dept.8074
Memphis,
Tennessee 38103
You
may change your address for notices by giving us written notice in the manner
set forth above. ALLDATA may change its address for notices by updating this
page. In the event you have not
indicated an address, or your address is no longer current, ALLDATA may use (i)
the address indicated for the owner of the URL of the Linking Site in the
database maintained by Network Solutions, Inc., or any other applicable domain
registration authority, or (ii) the e-mail address of the webmaster of the
Linking Site, or any other similar e-mail address specified on the Linking
Site.
21. Entire
Agreement.
This
Agreement constitutes the full, complete, and only agreement as of the date
hereof between the parties until and unless supplemented by a definitive
agreement, and there are no oral or written representations, understandings or
agreements between the parties respecting the subject matter of this
Agreement, which are not fully expressed herein.
The Strategic Alliance Agreement between the parties, if any, shall
control general matters between the parties.
If this Agreement and the Strategic Alliance conflict, this Agreement
shall control in regards to links and the display of information on the
parties websites.
22. Miscellaneous
This Agreement will be governed by the laws of the United States and the state
of California, without reference to rules governing choice of laws. You may
not assign this Agreement, by operation of law or otherwise, without the prior
written consent of ALLDATA. 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.
AGREED
TO:
COMPANY:
____________________________________
By:
____________________________________________
Signature
Printed
Name: ____________________________________
Title:
___________________________________________
Date:
_____________________
IMPORTANT NOTE: To become an ALLDATA Alliance program member you must print, sign and fax this agreement.