Special Terms and Conditions

06 November 2007

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Publisher Terms and Conditions

These Publisher Terms and Conditions ("Agreement") is made, as of the date of your acceptance or participation in any Offer (defined below), between Sanchez, Inc., a New York State corporation located at 42 Beacon Hill Drive – Suite 7A2, Dobbs Ferry, NY 10522 ("Merchant") and you ("Publisher"). BY CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT, OR BY PARTICIPATING IN ANY OFFER, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN ANY OFFER.

BACKGROUND

Publisher desires participation in Merchant’s Affiliate Marketing Program ("Program"). Publisher and Merchant each desire to establish the terms and conditions that shall govern advertising and commission arrangements between Publisher and Merchant which result from their participation in the Program (each an "Offer").

TERMS AND CONDITIONS

In consideration of the promises set forth below, Merchant and Publisher agree as follows:

1. Offers.

1.1. From time to time, Merchant and Publisher may engage in Offers in the Program where Merchant agrees to pay to Publisher a specified commission in return for certain advertising services leading to a Qualifying Link (as defined below).

1.2. At any time prior to Publisher providing a Qualifying Link, Merchant may with or without notice (a) change, suspend or discontinue any aspect of an Offer or (b) remove, alter, or modify any graphic or banner ad submitted by Merchant for an Offer. Publisher agrees to promptly (within seven days) implement any request from Merchant to remove, alter or modify any graphic or banner ad submitted by Merchant that is being used by Publisher as part of an Offer.

1.3 Each Qualifying Link shall direct Customers to a page of Merchant's site as may be designated by Merchant from time to promote the sale or license of an eligible product or service of Merchant.

2. Publisher's Responsibilities.

2.1. Publisher will link its site to areas within Merchant's site using special URLs specified by the Merchant to identify Customers linked to the Merchant's site by Publisher (the "Required URLs"). Subject to the terms and conditions of this Agreement, Publisher may post as many links to the Required URLs and the rest of Merchant's site as it likes on Publisher's site. The position, prominence and nature of links on the Publisher's site shall comply with any requirements specified by Merchant, but otherwise will be in the discretion of Publisher.

2.2. Publisher agrees not to make any representations, warranties or other statements concerning Merchant, Merchant's site, any of Merchant's products or services, or Merchant's site policies, except as expressly authorized by Merchant.

2.3. Publisher is responsible for notifying Merchant of any malfunctioning of the Required URLs or other problems with Publisher's participation in the Offer. Merchant will use reasonable efforts to correct any malfunctioning Required URL's after notification by Publisher.

3. Commissions.

3.1. Merchant agrees to pay Publisher the commission specified in the Offer if Merchant sells to a visitor to Merchant's site from the Publisher site using a Qualifying Link (a "Customer") a product or service that is the subject of the Offer and if that Customer has accessed Merchant's site and purchased the product or service via a Qualifying Link.

3.2. A "Qualifying Link" is a link from Publisher's site to Merchant's site using one of the Required URLs if it is the last link to the Merchant's site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with Merchant's site via a Qualifying Link and terminating when the Customer either returns to the Merchant's site from a source other than Publisher's site or the Offer expires or is terminated. For clarification, a Session shall end (and no compensation shall be owed to Publisher) if a Customer visits the Merchant's site via a Qualifying Link and does not purchase anything or create an account during that visit, and later returns to the Merchant's site directly or through an independent link (and not through a Qualifying Link).

3.3. Merchant shall have the sole right and responsibility for processing all orders made by Customers. Publisher acknowledges that all agreements relating to sales to Customers shall be between Merchant and the Customer. Once a transaction takes place between Merchant and Customer, Publisher acknowledges that the Merchant owns all rights with respect to the ongoing contracts or relationships with that Customer.

3.4. All determinations of Qualifying Links and whether a commission is payable will be made by Merchant  and will be final and binding on Publisher. Prices for any products or services offered by Merchant will be set solely by Merchant in Merchant's sole discretion and may be changed without notice. Publisher acknowledges that if a Customer disables "cookies," alters a URL containing a referral ID or if a transaction does not satisfy the requirements of a Session, then Publisher may not receive any credit for that Customer if it cannot be tracked by Merchant  

3.5 Publishers will be paid commissions earned under this Agreement in accordance with the payment terms in Merchant’s Publisher Service Agreement.
If any product or service sold by Merchant that generated a commission pursuant to this Agreement is returned or canceled, Merchant will deduct payment and may send Publisher a bill for the canceled commission to reimburse Merchant or offset such amount from any future payment due to Publisher.

4. Ownership and Licenses.

4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. Title and ownership to the tax software and all associated copyrights and other intellectual property rights are retained by Merchant and its licensors. Publisher's use of the software or promotion of Offers shall not entitle it to any interest in the software, advertising materials or any components thereof. No right, title or interest in or to any name, logo, trademark, service mark, trade dress or trade name of Merchant is granted to Publisher under this Agreement. Merchant reserves all rights related to ownership of its software and advertising materials, including the right to duplicate and sell such materials in Merchant's sole discretion.

4.2. Subject to the terms of this Agreement, Merchant grants Publisher a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Offer or during the registration process in the Program, on Publisher's site solely for the purpose of creating links from Publisher's site to Merchant's site during Offers; provided, however that such license shall be limited to usage in the form of Approved Promotions (as defined in Section 5.4 of this Agreement) and Publisher shall have no other license rights except with respect to Approved Promotions. Except as expressly set forth in this Agreement or permitted by applicable law, Publisher may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Publisher may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Except as permitted under this Agreement, Publisher shall not use any names, logos, trademarks, service marks or trade dress of Merchant. Publisher will also refrain from using any names, logos, trademarks, service marks and trade dress that are variations, misspellings, combination marks or are otherwise confusingly similar to Merchant's name, logos, trademarks, service marks or trade dress.

4.3. Publisher grants Merchant a non-exclusive, worldwide, royalty-free license to use, display, reproduce and transmit (i) Publisher's trademarks and logos; and (ii) any graphic or banner ad submitted by Publisher, solely for the purpose of co-branding the promotion of the eligible products or as a return link from Merchant's site to Publisher's site. Merchant has no obligation to co-brand the promotion of the eligible products or to provide return links to the Publisher site. If any such trademarks, logos or graphics are used by Merchant, Merchant will remove such trademark, logo, or graphic upon Publisher's request.

5. License Restrictions.

5.1 Except as expressly permitted in writing by Merchant, Publisher may not "co-brand" or "frame" the Merchant site or otherwise have any portion of Publisher's site visible on the screen once a user has clicked through to the Merchant site.

5.2 Except as expressly permitted in writing by Merchant, Publisher may not register any Internet domain name or use any Internet domain name containing the Merchant's trademarks, trade names, or any confusingly similar marks or names (including misspellings) in connection with any Offer.

5.3 Except as expressly permitted in writing by Merchant, Publisher may not acquire, use or register any word or phrase containing Merchant's trademarks, trade names, or any confusingly similar marks or names (including misspellings) as a search term on Google, Overture, MSN and Yahoo. Merchant shall have the right to modify these search engine restrictions at any time, in Merchant's sole discretion. By way of clarification, use of Merchant's trademarks or trade names or any confusingly similar terms or misspelled terms in this Section 5.3 includes the use of such terms as "IncomeTaxCorner.com," "1040.com," "incometaxcorner online," or "TaxCorner.com."

5.4 For purposes of this Agreement, "Approved Promotions" means a promotion or advertisement in electronic format (which may contain text and graphics, including Merchant's names, logos, trademarks, service marks, trade dress, trade names or Merchant's copyrighted material) in form supplied by Merchant and available for download through the Program, which promotion or advertisement may not be modified by Publisher in any way. All Approved Promotions must be used in exactly the form supplied by Merchant and downloaded from the Program. Publisher may not modify any graphic, content, tool, text, trademark, or any of Merchant's images on or in the Approved Promotions in any way. In addition, Publisher may not separate or remove any text or graphic (including any logos or trademarks) from the Approved Promotions without the prior written approval of Merchant.

5.5 Other than use of the Approved Promotions, Publisher shall not make any public statement about Merchant's products or services, or Publisher's participation in the Offer (including, but not limited to, press releases) without Merchant's prior written consent.

5.6 Publisher may not use or carry out any email campaign to promote an Offer except as expressly authorized in writing by Merchant. Without limiting the foregoing, every email distributed or sent by Publisher in connection with an Offer shall contain a valid reply address and shall comply with all applicable local, state and federal laws pertaining to commercial e-mail. The header (including from line and subject line) of any email may not contain any reference to Merchant. The body of the email may contain only content and graphics expressly approved in writing by Merchant or in the Offer. In addition, each email shall prominently and conspicuously contain the following statement: "This email is being sent to you by [Publisher name]", or a similar statement that clearly indicates the source of the email. Publisher agrees that it will not send unsolicited messages that reference IncomeTaxCorner.com to any email address, and bears all responsibility for fines or other enforcement action that may result from violations of this provision.

5.7 Any Web site owned, operated or used by Publisher to display the Approved Promotions and any location where Publisher displays the Approved Promotions shall not (including through direct hyperlinks): (i) contain or reference any defamatory or libelous statements; (ii) contain or reference any nudity, pornographic content, obscenity or lewdness; (iii) violate any laws regarding unfair competition, anti-discrimination or false advertising; (iv) promote violence or contain hate speech; (v) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines; (vi) disparage Merchant or Merchant's products or services; or (vii) contain any product or service competitive to those offered by Merchant or Merchant's affiliates unless it is clear and conspicuous that the competitive products or services are not affiliated with, or offered by, Merchant.

6. Termination.

Either party may terminate this Agreement at any time, for any reason, provided that they provide at least seven day's prior written notice of such termination to the other party and the Program. Termination of this Agreement shall also terminate any outstanding Offers. All rights to payments accrued (meaning a product or service of Merchant has been purchased during a Session before the effective date of termination) prior to termination shall survive termination of this Agreement, except for termination due to a material breach of Section 5 of this Agreement. Termination of this Agreement shall immediately terminate any of the licenses granted to Publisher under this Agreement and Publisher agrees it will immediately cease any activities that imply any on-going relationship between Merchant and Publisher.

7. Representations and Warranties.

7.1. Each party represents and warrants to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; or (ii) violate any applicable law, statute, ordinance or regulation. If Publisher is an entity, you represent and warrant that you are acting on behalf of such entity in your official capacity and that you have full power and authority to enter into this Agreement on behalf of such entity.

7.2. OTHER THAN THOSE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THERE ARE NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED OR OTHER WARRANTEES (I) OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, TITLE, QUIET ENJOYMENT, NON ENCUMBRANCES; (II) THAT THE SOFTWARE OR ANY PART THEREOF CONFORM TO ANY DEMONSTRATION OR PROMISE; (III) ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; OR (IV) THAT ACCESS TO OR USE OF THE SOFTWARE OR ANY PART THEREOF WILL BE UNINTERRUPTED, ERROR OR DEFECT FREE OR COMPLETELY SECURE, OR THAT PROBLEMS WILL BE CORRECTED. EXCEPT AS PROVIDED ABOVE, THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT. WITHOUT LIMITATION, MERCHANT DOES NOT WARRANT OR REPRESENT THAT PUBLISHER WILL BE SUCCESSFUL OR PROFITABLE IN CONNECTION WITH ANY OFFER.

8. Indemnification.

8.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) due to claims brought by a third party against the other party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

8.2 Publisher hereby agrees to indemnify and hold harmless Merchant and its affiliates, directors, officers, employees and agents from any against any and all damage, cost, and expense (including reasonable attorneys' fees) arising out of or relating to any breach by Publisher of Section 2.2 or Section 5 of this Agreement.

9. Limitation of Liability.

Except for any claim under Section 8 or for a party's grossly negligent, willful or fraudulent acts or omissions, in no event shall either party be liable to the other party for any direct, indirect, special, exemplary, punitive or consequential damages, including but not limited to lost profits or loss of business, arising out of or relating to this Agreement, even if informed of the possibility of such damages. Further, except for commission payments due under this Agreement, Merchant shall not be liable to Publisher for any direct damages.

10. Modifications.

Merchant may modify any of the terms and conditions contained in this Agreement, at any time and in Merchant's own discretion, by posting a change notice or a new agreement on Merchant's site or the Program site. If Publisher accepts a new Offer or makes any changes to an Offer following (i) Merchant's posting of a change notice or new agreement on Merchant's site and/or (ii) Merchant's sending to Publisher a change notice, Publisher will be deemed to have accepted the amendment or modification. If any modification is unacceptable to Publisher, Publisher's only recourse is to terminate this Agreement.

11. General.

11.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

11.2. This Agreement constitutes the complete, final and exclusive understanding an agreement between Merchant and Publisher with respect to the transactions contemplated herein, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement, correspondence or communication between Merchant and Publisher concerning the subject matter hereof. Neither party is relying upon any warranties, representation, assurance or inducements not expressly set forth herein.

11.3 Neither party may modify or amend this Agreement without the prior written consent of the other; provided that the parties may modify or amend this Agreement as described in Section 11 hereof. It is expressly understood and agreed that no usage of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement or alter in any manner the express terms of this Agreement or any part hereof.

11.4. This Agreement will be governed by the laws of the United States and the State of New York, without regard to any conflicts of laws principles. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY COURT ACTION ARISING AMONG THE PARTIES UNDER THIS AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT, WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE.

11.5. Publisher may not assign this Agreement, by operation of law or otherwise, without Merchant's 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. Merchants' failure or agreement not to enforce Publisher's strict performance of any provision of this Agreement in a given instance will not constitute a waiver of Merchant's right to subsequently enforce such provision or any other provision of this Agreement.

11.6. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. The headings used in this Agreement are for the convenience of the parties only and shall not be used to interpret any term or provision of this Agreement.

11.7 Notice to Merchant shall be by U.S. mail at the address set forth above (Attention: IncomeTaxCorner.com Marketing Program) and notice to Publisher shall be made either at the email addresses or physical addresses provided by Publisher upon registration in the Program, unless Publisher provides an alternate email address and physical address to Merchant in writing.

11.8 Any provision which by its terms is intended to survive termination of this Agreement, including, but not limited to, the provisions of Sections 4, 5, 7, 8, 9, and 11 shall survive termination or expiration of this Agreement.