Genius 2000 Ltd Affiliate Scheme: Operating agreement

This agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Genius 2000 Limited Affiliate Scheme.

1. Definitions:

As used in this agreement the following terms are defined as:
"Scheme": The Genius 2000 Limited Affiliate Scheme
"We", "us" and "our": Genius 2000 Limited.
"You" and "your": The applicant.
"Site": A World Wide Web site; depending on the context, this refers either to one of our sites or to the site that you will link to our site and have notified us about.
"Product": refers to Crossword Maestro, Anagram Genius or a package of both products sold as a single item.
"Special Link": An HTML link to one of our sites, formatted to the specification we provide to you.
"Customers": Those users who place an order for a Product.
"Commission": Money paid to you for generating sales and referring other affiliates through the Scheme.
"Payment Threshold": The minimum amount of commission owed to you before we will make a payment.

2. Enrolment

To begin the enrolment process, you need to submit a completed application form via our site. We will evaluate your application in good faith. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the scheme. Unsuitable sites include, but are not limited to, those that:

• promote discrimation against any group of people by virtue of sex, religion, nationality, disability or race.
• promote illegal activities
• breach intellectual property rights
• Use domain names containing any of our trademarks or misspellings of our trademarks or otherwise attempt to mislead and/or unreasonably capture internet users searching for our products.

If we reject your application, you are welcome to re-apply at any time if the issues detailed in rejecting your application have been addressed. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable, we may terminate this agreement.

As the vast majority of sites are acceptable, we will automatically send you link and reporting details the moment you have made your application in order to save you time in setting up the links on your site. Your application will be examined by a person shortly afterwards.

If the details submitted to us on your application form are changed, then we must be advised immediately by e-mail. Email us at genius2000@genius2000.com

3. Tracing and Payment calculation

At all times we will use our best efforts and act in good faith to accurately track orders originating from your site and to calculate your commission correctly.

A current description of the methods by which we track customers who have been referred from your site and how we calculate commission due to you is described at the web address.

http://www.anagramgenius.com/affiliatehow.html

4. Order Processing

We will process product orders placed by customers who follow the special links from your site to our site.

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 fulfilment. 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 products using the special links from your site to our site and will send you reports summarising this sales activity. The form, content and frequency of the reports may vary from time to time at our discretion.

To permit accurate tracking, reporting and fee accrual, you must ensure that the special links between your site and our site are properly formatted. We will not be liable for paying commission on purchases that are not correctly tracked and reported because the links between your site and our site are not properly formatted.

5. Commercial Use Only

The Scheme is intended for commercial use only and you may not purchase products through the Scheme for your own use. In addition to any other rights we may have, such purchases may result (at our sole discretion) in (a) the withholding of referral fees and/or (b) the termination of this agreement. You acknowledge that these actions, while not exclusive, are a reasonable assessment of the damage we will suffer as a result of a breach of this clause by you. In addition, you may not directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money or awarding of any benefits) for using special links on your site to access our site. (e.g., by implementing any "rewards" scheme for persons or entities who use special links on your site to access our site). If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or actions available to us) withhold any referral fees otherwise payable to you under this agreement.

6. Methods

It is your responsibility to market the products in a legal, ethical and honest fashion and your agree that we will be held harmless from any and all actions of you and your marketing and promotional activities. In particular, promotion of our products by high-volume, unsolicited email (spam) is expressly forbidden.

You shall at all times comply with local law, as well as European and English law. Any affiliate advertisement that does not comply with all applicable local, European or English law is strictly forbidden and shall be expressly defined as unauthorized use of our trademarks, marks and names. Should action be brought against us for such activity, you agree to bear all costs and penalties associated with such activity including, but not limited to, our legal costs for any alleged infraction of these laws.

7. Commission Payment

We will pay you commission (including VAT, if any, on presentation of a valid VAT invoice) on a monthly basis. 30 working days after the end of each calendar month, we will send you payment for the commission earned during that month, less any taxes that we are required by law to withhold.

However, if the fees payable to you for any calendar month are less than your Payment Threshold, we will hold those fees until the total amount due is at least the Payment Threshold. If a customer obtains a refund for a product that generated commission for you, we will deduct the corresponding commission from your next monthly payment. If there is no subsequent monthly payment due from us, we will send you an invoice for this commission.

8. Policies and Pricing

(For the avoidance of doubt) customers who buy products through this scheme will be our customers. Accordingly, all our rules, policies and operating procedures concerning customer orders, customer service and product sales will apply to those customers. Such policies and operating procedures may be changed at any time. For example, we will determine the prices to be charged for products sold under this scheme in accordance with our own pricing policies. Product prices and availability may vary from time to time and from customer to customer. Because price changes may affect products that you already have listed on your site, you must not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

9. Email updates

From time to time we may send your email with regard to updates, promotions, or offers relating to the Scheme. You agree to receive this email by signing up for the Scheme. This email is provided on an opt-out basis - you may unsubscribe from receiving these updates.

10. Limited Licence

We grant you a non-exclusive, non-transferrable revocable right to use the following intellectual property from our sites solely for the purpose of identifying your site as an affiliate and to assist in generating product sales:

• Up to thirty (30) anagrams of your choice from the Anagram Genius Archive http://www.anagramgenius.com/archive/
• Up to ten (10) caricatures and/or other illustrations of particular anagrams.
• Any number of screen shots of the products.
• Any number of advertising banners and icons that we may provide for the promotion of the products.

Graphics taken from our site must not altered (other than simple scaling) without our prior consent.

We reserve all of our rights to the anagrams, graphics, banners, any of our other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your licence at any time by giving you written notice.

Any graphics you display must be hosted from copies on your own local site and loaded from your own server(s). Loading the graphics from our site is not permitted.

11. 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, (but without limitation) you will be solely responsible for:

• the technical operation of your site and all related equipment
• creating and posting product descriptions on your site and linking those descriptions to our catalogue using special links and special link formats provided by us the accuracy and appropriateness of materials posted on your site (including among other things, all product-related materials)
• ensuring that materials posted on your site do not breach or infringe the rights of any third party (including, for example, intellectual property rights, privacy or other personal or proprietary rights) ensuring that materials posted on your site are not defamatory or illegal or cause any harm to our reputation ensuring that you comply with all relevant laws and codes of practice.

We do not sanction, endorse or in any way assume responsibility or liability for your site. We and our affiliates disclaim all liability for these matters. Further, you will indemnify and hold us and our affiliates harmless from all claims, damages and expenses (including, without limitation, reasonable legal fees) relating to the development, operation, maintenance and contents of your site.

12. Intellectual Property

You shall not use our intellectual property, including our trade marks in any manner which may be harmful to our goodwill or bring us or our marks into disrepute or challenge or otherwise affect the validity of our intellectual property rights. You shall notify us promptly of any suspected unauthorised use, infringement or breach of intellectual property rights or the existence of any confusingly similar mark of which you become aware, and shall provide us with all related documents and information and any assistance that is required. You shall also notify us promptly at genius2000@genius2000.com of any claims made against you in respect of your site.

13. Term of the agreement

The term of this agreement will begin immediately and will end when terminated by either party. We may terminate this agreement at any time with reasonable cause or on ninety days written notice; you may terminate this agreement at any time with or without cause. Either party must give notice to the other of termination in writing. This may be done by letter, fax or email.

You are only eligible to earn commission during the term; commission earned up to the date of termination will remain payable only if the related orders are not cancelled or refunded. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

14. Modification

We may modify any of the terms and conditions contained in this agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. If any modification is unacceptable to you, your only recourse is to terminate this agreement. If, following our posting of a change notice or new agreement on our site, you continue to link to our site and refer customers to our site then this will constitute your continued participation in the Scheme and will constitute binding acceptance of the change.

15. Relationship of Parties

You and Genius 2000 Ltd are independent contractors and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our behalf, including with respect to our products or services. Neither party has authority to pledge the credit of, or otherwise bind or commit the party. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with us or our site other than for the purpose of referring users to our site as stated in this agreement, or that otherwise reasonably would contradict anything in this section.

16. 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, even if we have been advised of the possibility of such damages. Further, to the fullest extent permitted by law, our total and aggregate liability in contract, tort (including negligence) or otherwise arising with respect to this agreement and the Scheme will not exceed the total referral fees paid or payable to you under this agreement at the time the act or omission giving rise to the liability occurred.

17. Disclaimers

To the fullest extent permitted by law, we do not make any express or implied warranties or representations with respect to the Scheme or any products sold through the Scheme (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, we do not make any representation that the operation of our site will be uninterrupted or error-free and that we will not be liable for the consequences of any interruptions or errors.

18. 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 scheme and are not relying on any representation, guarantee or statement other than as set forth in this agreement.

19. Severability.

Should any part of this agreement be declared to be void or invalid by the final decision of any court of competent jurisdiction, the remainder of this agreement shall continue to be in force between the parties, as if the portion which has been declared invalid or void was excluded from the Agreement at the Agreement's commencement.

20. Miscellaneous

This agreement will be governed by English Law. You irrevocably consent to the exclusive jurisdiction of such courts. This agreement and all the documents referred to in it represent the entire agreement and understanding relating to the Affiliate scheme and supersedes all written or oral representation (other than fraudulent) or agreements between you and us. You may not assign sub-license, or novate any of your rights or obligations under 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.