AFFILIATES
OPERATING AGREEMENT
This Agreement contains the complete terms and conditions
that apply to an individual's or entity's participation
in the CDM Fantasy Sports™ Affiliates Program (the
"Program"). As used in this Agreement, "we"
means CDM Fantasy Sports™, Inc., "you"
means the applicant, and "fantasy sports game"
means any game offered for sale in the CDM Fantasy Sports™
site. "Site" means a World Wide Web site and,
depending on the context, refers either to CDM Fantasy
Sports™'s site or to the site that you will link
to our site.
1. Enrollment in the Program
To 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
If we reject your application, you are welcome to reapply
to the Program at any time.
2. Listing Products on
Your Site
You will either link directly to CDM Fantasy Sports™
or you will select one or more fantasy sports games
to list on your site. For each selected fantasy sports
game, you will display on your site a short description,
review, or other reference. You will be responsible
for the content, style, and placement of these references.
You may not alter product images, descriptions and pricing.
We provide access to a toolkit with an HTML generator.
You must use the generator to create your links in order
to meet the criteria in the operating agreement.
If you would like to use links not created by the generator,
or you would like to modify the links generated by the
generator, you need prior written permission from CDM
Fantasy Sports. The generator will also provide additional
linking methods, such as banners. You may not alter
banners, logos, or other content available through the
link generator without written permission from CDM Fantasy
Sports.
You may add or delete fantasy sports games (and related
links) from your site at any time without our approval.
3.
Order Processing
We will process fantasy sports game orders placed by
customers who follow links from your site to CDM Fantasy
Sports™ product pages. We reserve the right to reject
orders that do not comply with any requirements that
we periodically may establish. We will be responsible
for all aspects of order processing and fulfillment.
Among other things, we will prepare order forms; process
payments, cancellations, and returns; and handle customer
service. We will track sales made to customers who purchase
fantasy sports games using links from your site to our
store and will provide you reports summarizing this
sales activity. To permit accurate tracking, reporting,
and fee accrual, you must ensure that the links between
your site and our site are created with the HTML generator.
If our product pages change and you have links that
direct visitors to these pages, we will re-direct your
visitors to an appropriate page automatically.
4. Referral Fees
Subject to the terms and conditions of this Agreement,
we will pay you referral fees on all fantasy sports
game sales to third parties who are not currently CDM
Fantasy Sports Customers. For a fantasy sports game
sale to generate a referral fee, the customer must never
have played a CDM Fantasy Sports operated game before,
follow a link from your site to our product pages,
purchase a fantasy sports game using our automated ordering
system, and remit full payment to us. No referral fees
are available for games that are free to enter.
5. Fee Schedule
You will earn referral fees based on the number of and/or
the sale price of qualifying fantasy sports games, according
to fee schedules to be established by us. Sale price
means the sale price a customer pays for a product and
excludes costs for shipping, handling, chargebacks,
fraud, exchanges, credit card processing fees, and taxes.
The quarterly fee schedule is as follows:
Earn $4 for each entry up to 100 entries in a quarter
Earn $5 for sales above 100 entries in a quarter
Earn $6 for sales above 2,000 entries in a quarter
The fee schedule is subject to change without notice.
6. Fee Payment
Subject to the terms and conditions of this Agreement,
we will pay you referral fees on a quarterly basis.
Approximately 30 days following the end of each calendar
quarter, we will send you a check for the referral fees
earned on fantasy sports games that were sold during
that quarter, less any taxes that we are required by
law to withhold. However, if the fees payable to you
for any calendar quarter are less than $100.00, we will
hold those fees until the total amount due is at least
$100.00 or (if earlier) until this Agreement is terminated.
If a fantasy sports game that generated a referral fee
is returned by the customer, we will deduct the corresponding
fee from your next quarterly payment. If there is no
subsequent payment, we will send you a bill for the
fee.
7. Policies & Pricing
Customers who buy fantasy sports games through this
Program will be deemed to be customers of CDM Fantasy
Sports™. Accordingly, all CDM Fantasy Sports™ rules,
policies, and operating procedures concerning customer
orders, customer service, marketing, promotions, and
fantasy sports game sales will apply to those customers.
We may change our policies and operating procedures
at any time. For example, we will determine the prices
to be charged for fantasy sports games sold under this
Program in accordance with our own pricing policies.
Fantasy sports game prices and availability may vary
from time to time. Because price changes may affect
fantasy sports games that you already have listed on
your site, we recommend that you do not include price
information in your fantasy sports game descriptions.
We will use commercially reasonable efforts to present
accurate information, but we cannot guarantee the availability
or price of any particular fantasy sports game.
For additional information in regards to our policies
and pricing, please see the About
CDM Fantasy Sports™ and FAQ pages on
CDM Fantasy Sports™.
8. Identifying Yourself
as an Affiliate
We will make available to you a small graphic image
that identifies your site as a Program participant.
You will prominently display this logo or the phrase
"in association with CDM Fantasy Sports™"
somewhere on your site.
We may modify the text or graphical image of this notice
from time to time. In addition, we encourage (but do
not require) you to include a link to the CDM Fantasy
Sports™ home page at www.cdmsports.com.
9. Limited License
We grant you a non-exclusive, non-transferable, non-sublicensable,
revocable right to use the icon and message described
in Section 8 and such other images for which we grant
express permission, solely for the purpose of identifying
your site as a Program participant. You may not modify
the "Marks" (including, without limitation,
the mark included in the CDM Fantasy Sports™ ToolKit),
the message, or any of our images 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. We may revoke your license
at any time by giving you written notice.
10. Responsibility for
Your Site
You 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 for: the technical operation
of your site and all related equipment creating and
posting fantasy sports game descriptions on your site
and linking those descriptions to our site the accuracy
and appropriateness of materials posted on your site
(including, among other things, all fantasy sports game-related
materials) 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 will indemnify 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.
Except as provided here you agree that you have no rights,
title or interest in or to the Marks, the message or
other images will insure to the benefit of CDM Fantasy
Sports™. You agree not to apply for registration of
any of the Marks (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 any CDM Fantasy Sports™
Mark.
Members acknowledge and agree that their web site information
(name, URL, traffic counts, etc.) may be utilized by
CDM Fantasy Sports. Possible uses include (but are not
limited to) lists of the busiest sites, lists of member
sites, etc. Members agree to allow CDM Fantasy Sports
to use screen shots of any web page that contains the
CDM Fantasy Sports HTML code in CDM Fantasy Sports promotional
materials.
The information provided by CDM Fantasy Sports to members
may be proprietary in nature. Members acknowledge that
they are not competitors of CDM Fantasy Sports, and
agree not to share this information with any competitors.
Anyone found in deliberate violation of these terms
and conditions is subject to being banned from CDM Fantasy
Sports.
11. Terms of the Agreement
The 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 notice of termination. You are
only eligible to earn referral fees on sales occurring
during the term, and fees earned through the date of
termination will remain payable only if the related
fantasy sports game orders are not canceled or returned.
We may withhold your final payment for a reasonable
time to ensure that the correct amount is paid.
12. 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, 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.
13. 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.
14. Limitation of Liability
We 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, 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.
15. Disclaimers
We make no express or implied warranties or representations
with respect to the Program or any fantasy sports games
sold 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 will be uninterrupted or error-free, and we will
not be liable for the consequences of any interruptions
or errors.
Further, you will indemnify and hold us harmless from
all claims, damages and expenses (including, without
limitation, attorney's fees) relating to any warranties
or representations made by you with respect to the Program
or any fantasy sports games sold through the program
or CDM Fantasy Sports™ Further, you will indemnify
and hold us harmless from all claims, damages and expenses
(including without limitation, attorney1s fees) relating
to any warranties or representations made by you with
respect to the Program or any fantasy sports games sold
through the program or CDM Fantasy Sports. This obligation
will survive any termination of this Agreement.
16. 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 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.
17. Miscellaneous
This Agreement will be governed by the laws of the United
States and the State of Missouri, without reference
to rules governing choice of laws. Any action relating
to this Agreement must be brought in the federal or
state courts located in St. Louis, Missouri, 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.
|
