Please read the agreement below. When you are finished, you can sign up here.

Conference Affiliate Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE “AFFILIATE”) AND O’REILLY MEDIA, INC. (“O’REILLY”). BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THE AFFILIATE PROGRAM SIGN-UP FORM YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “I DO NOT ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, AND YOU WILL NOT HAVE THE OPPORTUNITY AT THIS TIME TO BECOME A MEMBER OF THE AFFILIATE PROGRAM.

Recitals

O’Reilly, among other things, is in the business of producing technology-themed conferences, and from time to time offers certain third parties the opportunity to participate in its Affiliate Program in connection with its marketing and promotion of such events.

You wish to participate in the Conference Affiliate Program.

Therefore, in consideration of the parties’ mutual and respective promises set out in the Agreement, and other good and valuable consideration, the parties agree:

Agreement

1. Definitions.

“Conference” means the WEB 2.0 EXPO NY conference held in New York from October 10 through October 13, 2011.

“Affiliate” means any entity participating in the Affiliate Program.

“Discount Code” means a unique discount code that is provided by O’Reilly to each Affiliate and is used to identify the source of a particular Conference registration.

“Affiliate Program” means the O’Reilly conference affiliate program through which O’Reilly assigns each Affiliate a Discount Code, and Affiliates earn a Referral Fee paid by O’Reilly for each Qualified Referral, subject to the conditions of the Affiliate Program.

“Referral Fee” for each Qualified Referral means a fee of $250.00.

“Registrant” means a person who registers for the Conference.

“Qualified Referral” means a unique Registrant who: (a) completes the registration process for the Conference, including remittance to O’Reilly of registration fee(s) for the Conference; and (b)  provides Affiliate’s Discount Code during the aforementioned registration process; and (c)  does not receive, and/or is not eligible to receive a refund of any portion of the  registration fee(s) paid for the Conference.    For avoidance of doubt, each Qualified Referral generates only one Referral Fee for an Affiliate in connection with the Conference. Furthermore, a Registrant who registers at the Web 2.0 Lite Pass level is not a Qualified Referral.

“Term” means the period beginning on the Effective Date and ending October 13, 2011   unless earlier terminated in accordance with Section 6 below.

“You” means the Affiliate accepting this Agreement.

2. Your Responsibilities

(a)   During the Term, you are permitted to distribute the Discount Code in connection with any online marketing or publicity of the Conference you may undertake in accordance with Section 5 below.  You are solely responsible for ensuring the accuracy, completeness and appropriateness of any communications in which you distribute the Discount Code to third parties, including your customers and/or mailing lists.  You will, upon request, provide samples of such marketing or publicity materials for O’Reilly’s review and approval.

(b)   O’Reilly, in its sole discretion, will determine whether your site, materials and any technology used by you to send us Qualified Referrals (“Program”) would be a suitable affiliate site and will evaluate your application. Not all applicants will become affiliates and not all Programs will be approved. O’Reilly, in its sole discretion, may deny any application for any reason, including applications for sites that contain content that could be classified as defamatory, harassing, harmful, obscene, racially objectionable, or unlawful. After O’Reilly’s evaluation of your application, site and Programs we will notify you of our acceptance or rejection. O’Reilly maintains the right, at any time during your participating in the Affiliate Program, to re-evaluate your site, materials and technology and any Programs used by you to send us transactions and may, in its sole discretion, reject any site and any Program for any reason. If, after initial approval of your application, you begin using any new site or Program, you will submit such site or Program to us for approval and shall not begin using such site or Program to send us transactions until such time as we notify you of our acceptance thereof.

(c)   O’Reilly may monitor your Programs as it deems necessary to make sure that your Programs are up-to-date and to notify you of any updates to your Programs that should be made. If O’Reilly notify you of changes it desires you to make to your Programs and such changes are not made immediately, then O’Reilly may terminate this Agreement upon notice to you. You agree that upon O’Reilly’s termination of this Agreement you will immediately remove all Discount Codes and any reference to O’Reilly from your materials and Programs.

(d)   You may not issue any press release with respect to the Affiliate Program or this Agreement unless you obtain O’Reilly’s prior written consent.  Except to identify yourself as an Affiliate, you may not in any manner express or imply that any relationship or affiliation exists between O’Reilly and you, or that O’Reilly supports, endorses, or contributes to your business, website and/or activities, except that you must clearly and conspicuously disclose that you receive a Referral Fee for each Qualified Referral.

(e)   You must adhere to federal CAN-SPAM laws and any applicable state laws in regard to distributing emails, including all applicable privacy and data protection laws and regulations. You shall maintain an opt-out list containing every address that has opted out from mailings within ten (10) days of any mailing. You will not send any email to an address on your opt-out list. All emails sent will include a valid opt-out mechanism and a physical address of both O’Reilly and Affiliate, and the word “Advertising” at the top of the body of the email. In the case of direct mail, you shall at all times comply with all federal and state direct-mail laws. You warrant and represent that the personal information obtained in all mailing lists is obtained via an opt-in.  Furthermore, you may not link to any O’Reilly website from any URL that is promoted via unsolicited email.

(f)    You agree not to use Spyware in any of your marketing activities, as O’Reilly considers Spyware to be a threat to consumer privacy. “Spyware” refers to types of marketing software programs that collect information about a consumer’s Internet activities and share that information with a third party, often without the user’s consent or knowledge. Spyware may gather personally identifiable information, such as e-mail addresses and credit card information, and may even alter personal computer settings.

3. O’Reilly Responsibilities.

(a)   O’Reilly will issue a Discount Code to you.

(b)   O’Reilly is responsible for processing all transactions with Registrants and for all related e-commerce tasks.

(c)   O’Reilly will make payments to you in accordance with Section 4 below.

(d)   Under no circumstances is O’Reilly required to update a previously processed registration with a Discount Code that is provided after the registration process is complete, notwithstanding the fact that payment for such registration may still be outstanding.

(e)   All Registrants are deemed O’Reilly customers. O’Reilly has no obligation to share with you any of the Registrant information collected by O’Reilly.

4. Payments.   You will be entitled to a Referral Fee for each Qualified Referral.  Payments will be made in US Dollars and processed within 45 days after the final date of the Conference.  O’Reilly will provide you with a report showing the total number of Qualified Referrals and the amount of Referral Fees due.  The report will be accompanied by any payment due.

5. Trademarks.  O’Reilly grants to you a non-exclusive, non-transferable, personal, royalty-free license to use its trademarks, service marks and trade names (the “Trademarks”) solely for purposes of the activities authorized by this Agreement.  You are granted no other right, title or interest in or license to the Trademarks for any purpose, and are specifically granted no right to sublicense the Trademarks.  You will comply with O’Reilly’s trademark use guidelines, as may be provided by O’Reilly from time to time.  You agree that your use of the Trademarks and the corresponding goodwill inures to the sole benefit of O’Reilly.  The quality of any materials in or on which you use the Trademarks must be at least as high as the quality of the comparable materials in or on which you use your own trademarks, service marks or trade names, and shall be at least commensurate with industry standards.  O’Reilly reserves the right to require prompt correction of any use of the Trademarks which is not in compliance with this Section 5.

6. Termination.

(a)   Either party may terminate this Agreement at any time for any reason or no reason, upon ten (10) days’ prior written notice to the other party.

(b)   If you are in material breach of this Agreement, and fail to cure such breach to O’Reilly’s reasonable satisfaction within two (2) business days after your receipt of written notice from O’Reilly specifying the nature of the breach, O’Reilly shall have the right to terminate this Agreement effective immediately upon written notice to you.  Termination pursuant to this Section shall be without prejudice to any remedy O’Reilly may have under this Agreement or at law or in equity by reason of your breach of this Agreement.  O’Reilly reserves the right to terminate your participation in the Affiliate Program if O’Reilly at any time determines, or has reason to believe, that you are in violation of this Agreement, and/or if O’Reilly determines or has reason to believe that your site and/or communications contain, promote, or link to material that is illegal, sexually explicit, violent, or discriminatory; contains “O’Reilly” or variations of it in domains names; or otherwise may harm O’Reilly’s reputation or goodwill.

(c)   Upon termination of this agreement for any reason, you shall cease to promote, market or advertise the Conference and distribute the Discount Code, and you shall cease making any further use of O’Reilly’s Trademarks.  Notwithstanding the termination or expiration of this Agreement, both parties shall have a continuing obligation to resolve and promptly conclude all outstanding matters between them.  Sections 3(c)-(e), 4, 6(c), 7, 8 and 9 will survive termination or expiration of this Agreement.

7. Disclaimer and Limitation of Liability.  O’REILLY MAKES NO REPRESENTATIONS OR WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL O’REILLY BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT OF REFERRAL FEES DUE TO AFFILIATE UNDER THIS AGREEMENT, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROGITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY OR TORT, INCLUDING NEGLIGENCE, AND EVEN IF O’REILLY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

8. Warranty; Indemnity.  You represent and warrant that you have the full power and authority to enter into and perform this Agreement, and you will at all times be in material compliance with applicable laws and regulations in carrying out your obligations (including without limitation those in Section 2(e)) and exercising your rights hereunder.  You shall indemnify, defend and hold harmless O’Reilly, its officers, directors, employees, agents, subsidiaries, affiliates, and designees from and against any loss, damage, liability, cost or expense (including reasonably attorneys’ fees) which may be incurred on account of any suit, claim, judgment, or demand by a third party claim based on (i) your actual or alleged breach of your warranties and/or obligations under this Agreement; (ii) the use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property or other right of any third party, or (iii) related to your site, materials or Programs, including, without limitation, content therein not attributable to us.

9. General.

(a)   Notices.  All notices and other communications required or contemplated under this Agreement shall be in writing to the addresses set forth in the preamble to this Agreement (unless an alternate address has been specified by the applicable party) and shall be effective upon actual receipt.

(b)   Amendment and Waiver.  This Agreement may not be modified, amended or rescinded, in whole or in part, except by a writing signed by the duly authorized representatives of both parties.  Failure of either party to enforce a provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

(c)   Assignment.  You may not assign or otherwise transfer any of your rights or obligations under this agreement without the prior written consent of O’Reilly.

(d)   Force Majeure.  A party is not liable for non-performance of this Agreement, to the extent to which the non-performance is caused by events or conditions beyond such party’s control, and such party given prompt written notice to the other party and makes all reasonable efforts to perform.

(e)   Relationship of Parties.  Neither the parties, nor any of their respective employees, consultants, contractors or agents shall, as a result of this Agreement, be considered agents, employees, partners, franchisees or joint venturers of the other party, nor do they have any authority to bind the other party by contract or otherwise to any obligation.

(f)    Severability.  In the event that any part of this Agreement is found to be unenforceable, the remainder shall continue in effect, to the extent permissible law and consistent with the intent of the parties as of the Effective Date.

(g)   Choice of Law and Related Matters.  This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California by California residents and specifically excluding from application to this Agreement that law known as the United Nations Convention of the International Sale of Goods.  The parties hereby exclusively and irrevocably submit to, and waive any objection against, the personal jurisdiction of the United States District Court for the Northern District of California, and the state courts of the State of California for the County of San Francisco.

(h)   Complete Agreement.  This Agreement constitutes the complete, exclusive and final agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, whether written or oral, regarding such subject matter.

 

Trackback URI | Comments RSS