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This Agreement contains the complete terms and conditions
that apply to an entity’s participation in the Sport Supply
Group, Inc. ("SSG") Online Store Program (the "Program").
As used in this Agreement, "we" means SSG and "you"
means the applicant. "Site" means a World Wide Web
site and, depending on the context, refers either to an SSG
owned site, or to any site you will link to our site (and which
you will identify in your Program application).
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 those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age
- promote illegal activities
- include "sport supply group" or variations
or misspellings thereof in their domain names
- otherwise violate intellectual property rights or are
otherwise objectionable to us
If we reject your application, you are welcome to reapply to
the Program at any time. You should also note that if we accept
your application and your site is thereafter determined (in
our sole discretion) to be unsuitable for the Program, we may
terminate this Agreement.
2. Link on Your Site
Once you have been notified that your site has been accepted
into the Program, we will provide you with a link to one or
more of our sites.
We will provide you with guidelines and graphical artwork to
use in linking to our home page. To permit accurate tracking,
reporting, and referral fee accrual, we will provide you with
special "tagged" link formats to be used in all links
between your site and our site. You must ensure that each of
the links between your site and our site properly utilizes such
special link formats. Links to our site placed on your site
pursuant to this Agreement and that properly utilize such special
link formats are referred to as "Special Links." You
will earn referral fees only with respect to activity on our
site occurring directly through Special Links; we will not be
liable to you with respect to any failure by you to use Special
Links, including to the extent that such failure may result
in any reduction of amounts that would otherwise be paid to
you pursuant to this Agreement. You acknowledge that, by participating
in the Program and placing a link to SSG within your site, SSG
may receive information from or about visitors to your site
or communications between your site and those visitors. Your
participation in the Program constitutes your specific and unconditional
consent to and authorization for SSG's access to, receipt, storage,
use, and disclosure of any and all such information.
3. Order Processing
We will process orders for SSG’s products placed by customers
who follow Special Links from your site to our site. We reserve
the right to reject orders that do not comply with any requirements
that we may establish periodically. 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. SSG agrees to manage
the inventory for the on-line store and collect receivables
from its sales. We will track sales made to customers who purchase
SSG’s products by using Special Links from your site to
our site and will make available to you quarterly reports summarizing
this sales activity. The form, content, and frequency of the
reports may vary from time to time in our discretion.
4. Referral Fees
We will pay you (in accordance with Sections 5 below) referral
fees on product sales that are generated via the Special Link
from your site to our site. We will only pay referral fees on
such products after order, payment and shipping have occurred.
We will not, however, pay referral fees on any products that
are added to a customer's Shopping Cart or are purchased after
the customer has reentered our site (other than through a Special
Link), as determined by us, even if the customer previously
followed a link from your site to our site. Gift certificates
are not eligible to earn referral fees.
You may not: (a) read, intercept, record, redirect, interpret,
or fill in the contents of any electronic form or other materials
submitted to us by any person or entity; (b) in any way modify,
redirect, suppress, or substitute the operation of any button,
link, or other interactive feature of our site; (c) take any
action that could reasonably cause any customer confusion as
to our relationship with you, or as to the site on which any
functions or transactions (e.g., search, order, browse, and
so on) are occurring; or (d) post or serve any advertisements
or promotional content around or in conjunction with the display
of our site (e.g., through any "framing" technique
or technology or pop-up windows), or assist, authorize, or encourage
any third party to take any such action. If we determine, in
our sole discretion, that you have engaged in any of the foregoing
activities, we may (without limiting any other rights or remedies
available to us) withhold any referral fees otherwise payable
to you under this Agreement and/or terminate this Agreement.
5. Referral Fee Schedule
You will earn referral fees equal to 5% of Qualifying Revenues.
"Qualifying Revenues" are revenues derived by us from
our sales of products initiated through the Special Link, excluding
costs for shipping, handling, taxes, service charges, credit
card processing fees, returns and bad debt.
We will pay you referral fees on a quarterly basis. Approximately
45 days following the end of each calendar quarter, we will
send you either (a) a check for the referral fees earned, or
(b) a gift certificate good for purchases of products through
one of the SSG sites, subject to our standard terms and conditions.
However, if the referral fees payable to you for any calendar
quarter are less than $50, we will hold payment until the total
amount due is at least $50 or (if earlier) until this Agreement
is terminated. In calculating referral fees, we will deduct
the corresponding referral fee from your next quarterly payment
if a product that generated a referral fee is returned by the
customer. If there is no subsequent payment, we will send you
a bill for the referral fee.
6. Policies and Pricing
Customers who buy products through this Program will be deemed
to be customers of SSG. Accordingly, all SSG rules, policies,
and operating procedures concerning customer orders, customer
service, and product 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
products sold under this Program in accordance with our own
pricing policies. Product prices and availability may vary from
time to time. We will use commercially reasonable efforts to
present accurate information, but we cannot guarantee the availability
or price of any particular product.
7. Identifying Yourself as an Associate
You may not issue any press release with respect to this Agreement
or your participation in the Program; such action may result
in your termination from the Program. We will make available
to you a small graphic image that identifies your site as a
Program participant. You must display this logo or the phrase
"In association with Sport Supply Group, Inc." somewhere
on your site. We may modify the text or graphic image of this
notice from time to time. In addition, you may not in any manner
misrepresent or embellish the relationship between us and you,
or express or imply any relationship or affiliation between
us and you or any other person or entity except as expressly
permitted by this Agreement (including by expressing or implying
that Sport Supply Group, Inc. supports, sponsors, endorses,
or contributes money to any charity or other cause). SSG may
issue a press release with respect to this Agreement or your
participation in the Program.
8. Limited License
We grant you a nonexclusive, revocable right to use the graphic
image and text described in Section 7 and such other text or
images for which we grant express permission, solely for the
purpose of identifying your site as a Program participant and
to assist in generating product sales. You may not modify the
graphic image or text, or any other of our images, in any way.
We reserve all of our rights in the graphic image and text,
any other images, our trade names and trademarks, and all other
intellectual property rights. You agree to follow our trademark
guidelines, as those guidelines may change from time to time.
We may revoke your license at any time by giving you written
notice.
9. Responsibility of 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
- The accuracy and appropriateness of materials and promotions
posted on your site
- 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
- Ensuring that your site accurately and adequately discloses,
either through a privacy policy or otherwise, how you collect,
use, store, and disclose data collected from visitors, including,
where applicable, that third parties (including advertisers)
may serve content and/or advertisements and collect information
directly from visitors and may place or recognize cookies
on visitors
- Actively marketing to your site visitors on a timely
basis about specials or promotions being held through the
Program
10. Term of the Agreement
The term 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 30 days
prior written notice of termination. Upon the termination of
this Agreement for any reason, you will immediately cease use
of, and remove from your site, all links to our site, and all
SSG trademarks, trade dress, and logos, and all other materials
provided by or on behalf of us to you pursuant hereto or in
connection with the Program. You are eligible to earn referral
fees only on our sales of products that occur during the term,
and referral fees earned through the date of termination will
remain payable only if the related orders are not canceled or
returned. We may withhold your final payment for a reasonable
time to ensure that the correct amount is paid.
11. 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, referral fee schedules, payment procedures, and
Program rules. 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.
12. 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 would
contradict anything in this Section.
13. 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 this Agreement.
14. Disclaimers
We make no express or implied warranties or representations
with respect to the Program or any products sold through the
Program (including, without limitation, warranties of fitness,
merchantability, noninfringement, 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.
15. 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.
16. Arbitration
Any dispute relating in any way to this Agreement (including
any actual or alleged breach hereof), any transactions or activities
under this Agreement or your relationship with us or any of
our affiliates shall be submitted to confidential arbitration
in Dallas, Texas, except that, to the extent you have in any
manner violated or threatened to violate our intellectual property
rights, we may seek injunctive or other appropriate relief in
any state or federal court in the state of Texas (and you consent
to non-exclusive jurisdiction and venue in such courts) or any
other court of competent jurisdiction. Arbitration under this
agreement shall be conducted under the rules then prevailing
of the American Arbitration Association. The arbitrator’s
award shall be binding and may be entered as a judgment in any
court of competent jurisdiction. To the fullest extent permitted
by applicable law, no arbitration under this Agreement shall
be joined to an arbitration involving any other party subject
to this Agreement, whether through class arbitration proceedings
or otherwise.
17. Miscellaneous
This Agreement will be governed by the laws of the United States
and the state of Texas, without reference to rules governing
choice of laws. 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 be 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. |
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