AFFILIATE MARKETING AGREEMENT BETWEEN
WOLTERS KLUWER HEALTH, INC on behalf of
LIPPINCOTT WILLIAMS & WILKINS
AND Name of Partner
This agreement made effective this [TODAY], is by and between [Name of Partner] (herein after, the "Partner") with its principal offices at [Affiliate's Address] and Wolters Kluwer Health, Inc, with offices at 351 West Camden St., Baltimore, MD 21201 (herein after, the "Publisher").
Publisher and Partner each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Publisher and Partner.
In consideration of the promises set forth below, we agree as follows:
1.1 Publisher authorizes Partner to link to www.LWW.com (herein after "Publisher’s website") from [partner's website] (herein after "Partner’s website") for the express purpose of referring new business to the Publisher.
1.2. Partner agrees to exclusively link to Publisher’s website for advertising products sold and distributed by the Publisher.
1.3. Publisher agrees to pay the Partner a commission on the net sales (defined as gross sales minus discounts, adjustments, credits, and returns) of the products which result from purchases made via the link from the Partner’s website to the Publisher’s website.
1.4. Partner agrees that any stated discounts on Partner’s website will not exceed 10% without written authorization from the Publisher.
2.1. Partner will link its site to areas within Publisher's site using special URLs. Partner may post as many links to the URLs and the rest of Publisher's site as it likes. The position, prominence and nature of links on the Partner's site shall comply with any requirements specified by the Publisher, but otherwise will be in the discretion of Partner.
2.2. Partner agrees not to make any representations, warranties or other statements concerning Publisher, Publisher's site, any of Publisher's products or services, or Publisher's site policies, except as expressly authorized by this agreement.
2.3. Partner is responsible for notifying Publisher of any malfunctioning of the URLs or other problems with Partner's participation in the agreement. Publisher will respond promptly to all concerns upon notification by Partner.
2.4. Partner agrees not to bid on the following Publisher-branded terms and trademarks in pay-per-click search engines or any other form of keyword-based advertising:
Not complying with our keyword policies may result in termination of your affiliation with Lippincott Williams & Wilkins and LWW.com and forfeiture of your unpaid commissions. You can bid on any other keywords and phrases that are related to our website and products.
3.1. Publisher agrees to pay Partner the commission specified below if Publisher sells to a visitor to Partner's website (a "Customer") a product or service and if that Customer has accessed Publisher's site and purchased the product or service via a Qualifying Link or coupon code supplied by the Publisher.
3.2. A "Qualifying Link" is a link from Partner's website to Publisher's website using a Required URLs or any other URL provided by Publisher if it is the last link to the Publisher'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 Publisher's site via a link from the Partner's site and terminating when the Customer either returns to the Publisher's site via a link from a site other than Partner's site or the agreement expires or is terminated.
3.3. Publisher shall have the sole right and responsibility for processing all orders made by Customers. Partner acknowledges that all agreements relating to sales to Customers shall be between Publisher and the Customer.
3.4. All determinations of Qualifying Links and whether a commission is payable will be made by the Publisher and will be final and binding on the Partner. Prices for the products will be set solely by Publisher in its discretion.
3.5. Commissions will be paid on the following scale:
3.5.1. Partner will receive a 2.5% commission on net sales between $1 and $1,499. Partner must continue to refer at least $500 in each subsequent 30-day period to remain at this level.
3.5.2. Partner will receive a 5% commission on net sales between $1,500 and $4,999. Partner must continue to refer at least $1,500 in each subsequent 30-day period to remain at this level.
3.5.3. Partner will receive a 7.5% commission on net sales exceeding $5,000. Partner must continue to refer at least $5,000 in each subsequent 30-day period to remain at this level.
3.6. Commission will be calculated and issued monthly.
3.7. Commission will be based on sales made during the previous 30-day period.
3.7. Commission will not be paid on purchases of titles for which royalty agreements are in effect with the partner.
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.
4.2. Publisher grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology on Partner’s site solely for the purpose of creating links from Partner's site to Publisher's site for the duration of this agreement. Except as expressly set forth in this Agreement or permitted by applicable law, Partner 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.
4.3. Partner grants Publisher a non-exclusive, worldwide, royalty-free license to use, reproduce and tramsit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link from Publisher's site to Partner's site. Publisher will remove such graphic or banner ad upon Partner's request.
5.1. Either party may terminate this Agreement forthwith by the giving of written notice of termination effective immediately as follows in the event that the other party shall fail to discharge any material obligation or remedy any material default under this Agreement for a period continuing for thirty (30) days after the other party shall give written notice specifying such failure or default.
5.2. The Term of this Agreement shall be for a period of two (2) years, commencing as of [TODAY] and ending as of [TODAY + 2 years], and thereafter may be renewed for successive one year periods ("Renewal Term"), by mutual agreement of the parties except that either party shall have the right to terminate this Agreement without cause by giving 30 days written notice of termination to the other party within the period one hundred and twenty (120) days prior to the expiration of the Term, or any Renewal Term as set forth above.
5.3. If Partner fails to refer at least $500 in a 24-month period, the agreement may automatically terminate.
6.1. Each party represents 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; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v)violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojanhorses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF PARTNERABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.1. 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) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
8.1. (a) All notices provided for in this Agreement shall be in writing and shall be given by pre-paid, certified or registered U.S. mail, return receipt requested, or via any recognized national overnight courier service, or delivered by hand to either party hereto at the following respective addresses or to such other addresses as either party hereto may specify in writing to the other party hereto:
If to Publisher:
Wolters Kluwer Health, Inc.
Lippincott Williams & Wilkins
351 W. Camden Street
Baltimore, MD 21201-2436
Attn: Heather Walls, Senior Internet Marketing Manager
And if to Partner:
[partner city, state, postal code]
Attn: [partner contact]