TERMS & CONDITIONS
This Agreement contains the complete terms and conditions
that apply to an individual's or entity's participation in
the Spooktech Distributor Program (the "Program").
As used in this Agreement, "we" means Spooktech
Inc., "you" means the applicant, and "services"
means purchases of products or services offered by Spooktech.
"Site" means a World Wide Web site and, depending
on the context, refers either to Spooktech's site or to the
site that you will link to our site.
begin the enrollment process, you will submit a complete Program
application via our site. We will evaluate your application
in good faith and will notify you of your acceptance or rejection.
We may reject your application if we determine (in our sole
discretion) that your site is unsuitable for the Program.
Unsuitable sites include, but are not limited to, sites that:
Promote or contain or link to sexually explicit materials
· Promote violence
· Promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age
· Promote illegal activities
· Violate intellectual property rights or violate any
local, state, federal or other law or regulation
· Contain any libelous, defamatory or disparaging materials
· Contain little or no original content
laws of the United States and Canada will govern this Agreement,
without reference to rules governing choice of laws. Any action
relating to this Agreement must be brought in the federal
courts or state courts located in New York City, New York,
and you irrevocably consent to the jurisdiction of such courts.
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 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.
who purchases with Spooktech through this Program will be
deemed to be customers of Spooktech. Accordingly, all Spooktech
rules, policies, and operating procedures equipment, including
Spooktech's standard Registration Agreement and Dispute Policy
will apply to those customers. We may change our policies
and operating procedures at any time. For additional information
regarding Spooktech's Registration Agreement and Dispute Policy,
please see the terms and conditions and FAQ pages on Spooktech.
YOURSELF AS AN AFFILIATE
will make available to you a small graphic image that identifies
your site as a participant. You will prominently display this
logo or the phrase "Spooktech Distributor" somewhere
on your site. We may modify the text or graphical image of
this notice from time to time.
grant you a non-exclusive, non-transferable, non-sub licensable,
revocable right to use Spooktech Distributor logos and text
for which we grant express permission, solely for the purpose
of identifying your site as a Program participant. You may
not modify the Mark, the mark included in the Spooktech Toolkit,
the message, or any of our images or trademarks in any way.
We reserve all of our rights in the Mark, the message, any
other images, our trade names and trademarks, and all other
intellectual property rights. Except as provided here you
agree that you have no rights, title or interest in or to
the Mark, the message or other images, trademark or trade
names provided to you by Spooktech and all uses of such materials
by you will inure to the benefit of Spooktech. You agree not
to apply for registration of any of the Spooktech trademarks,
service marks or trade names (or any mark similar there to)
anywhere around the world. You agree that you will not engage,
participate or otherwise become involved in any activity or
course of action that diminishes and/or tarnishes the image
and or reputation of Spooktech or its trademarks. We may revoke
your license at any time by giving you written notice.
RESPONSIBILITY FOR YOUR SITE
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
The technical operation of your site and all related equipment
· Creating and posting merchant 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.
disclaim all liability for these matters. Further, you will
indemnify, defend 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 as well as any goods or services provided or
made available by you. These obligations will survive any
termination of this Agreement. You acknowledge and agree that
your Web site information (name, URL, traffic counts, etc.)
may be utilized by Spooktech. Possible uses include (but are
not limited to) lists of the busiest sites, lists of member
sites, etc. You agree to allow Spooktech to use screen shots
of any of your Web pages that contain the Spooktech HTML code
in Spooktech promotional materials. The information provided
by Spooktech to you may be proprietary in nature. You acknowledge
that you are not a competitor of Spooktech, and agree not
to share this information with any of our competitors. Anyone
found in violation of these terms and conditions is subject
to being banned from Spooktech.
OF THE AGREEMENTS
terms of this Agreement will begin upon our acceptance of
your Program 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
or emailed notice of termination. You are only eligible to
earn referral fees on product or equipment purchases occurring
during the term of this Agreement only. We may withhold your
final payment for a reasonable time to ensure that the correct
amount is paid. Your site is subject to periodic review. If
we determine at any point after acceptance into our Program
that your site not suitable for the Program, we may unilaterally
end the status of your site as an Affiliate.
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, fee schedules, payment procedures, and Program
rules. Your continued participation now, or within thirty
(30) days following the posting notice of any changes in these
terms and conditions, will constitute a binding acceptance
by you of such rules, changes or modifications. 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.
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.
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 OR THE PURCHASE
OF EQUIPMENT BY CUSTOMERS REFERRED TO US BY YOU, 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 TO THIS AGREEMENT.
MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH
RESPECT TO THE PROGRAM OR ANY SERVICES MADE AVAILABLE THROUGH
THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
FITNESS, 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 OR THE AVAILABILITY OF OUR SERVICES
WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE
FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Further,
you will indemnify, defend and hold us harmless from all claims,
damages and expenses (including, without limitation, reasonable
attorneys' fees) relating to any warranties or representations
made by you with respect to the Program or any services made
available through the Program or through the Spooktech site.
These obligations will survive any termination of this Agreement.
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.