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MIDIDESIGN AFFILIATE PROGRAM TERMS AND CONDITIONS


PLEASE READ THE TERMS AND CONDITIONS BELOW AND INDICATE YOUR AGREEMENT BY CLICKING ON THE "I AGREE" CHECKBOX ON THE REGISTER FORM.
YOUR CLICKING OF SUCH AN "I AGREE" CHECKBOX IS NOT AN AGREEMENT BY MIDIDESIGN. YOU AND MIDIDESIGN WILL HAVE ENTERED INTO AN AGREEMENT ONLY IF AND WHEN YOU ARE PROVIDED WITH NOTICE THAT MIDIDESIGN HAS ACCEPTED YOUR AFFILIATE PROGRAM APPLICATION, AS MORE FULLY SET FOR THE IN SECTION 2 OF THESE TERMS AND CONDITIONS. ANY SUCH AGREEMENT WILL BE SUBJECT TO THESE TERMS AND CONDITIONS. MIDIDESIGN MAY CHOOSE TO REJECT YOUR APPLICATION FOR ANY REASON IT ITS SOLE DISCRETION.

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1. Application for Enrollment in the Affiliate Program
To begin the enrollment process, you must submit a complete Affiliate Program Application via the MIDIDESIGN site at http://www.midifiles.nu/affiliates/affregister.asp. MIDIDESIGN (either directly or through a third party) will evaluate your Application and will notify you regarding acceptance or rejection. MIDIDESIGN may reject your Application if it determines (in its sole discretion) that your site is unsuitable for the Affiliate Program for any reason. If MIDIDESIGN rejects your Application, you may reapply at any time, and MIDIDESIGN will consider the Application.
By completing and sending in the accompanying Affiliate Program Application (the "Application") and clicking on the "I AGREE" button at the end of these Terms and Conditions, you are requesting that MIDIDESIGN allow you to place link (s) on the page (s) of your web site specified in the Application to the page (s) of the MIDIDESIGN web site designated by MIDIDESIGN in its sole discretion (the "Links"). The Application and your clicking of the "I AGREE" button at the end of these Terms and Conditions is NOT an agreement by MIDIDESIGN to allow you to place any link(s) to the MIDIDESIGN web site or any other site, and MIDIDESIGN may choose to reject your Application for any reason in its sole discretion.
The terms "you", "your", "I" and "Applicant" refer to the person, corporation or other entity requesting that MIDIDESIGN allow it to place a Link on its web site as part of MIDIDESIGN's Affiliate Program.
2. Agreement/Term of Agreement
If and when, and only if and when, MIDIDESIGN (either directly or through a third party) provides you with notice that MIDIDESIGN has accepted your Application, you will have entered into a legal agreement with MIDIDESIGN, which includes all of the Terms and Conditions below and governs your participation in the Affiliate Program (the "Agreement"). The term of this Agreement begins upon MIDIDESIGN' notice to you of its acceptance of your Application as set forth above, and ends when terminate by either party in accordance with Section 10 (Termination) below.
3. Statement of Evaluation
You acknowledge that you have read all of the Terms and Conditions. You understand that MIDIDESIGN may, at any time (directly or indirectly) solicit referrals for users of midifiles on terms that differ from those contained in these Terms and Conditions, or who operate sites that are similar to or compete with your site. You acknowledge that you independently have evaluated the desirability of participating in the Affiliate Program and of agreeing to these Terms and Conditions and are not relying on any representation, guarantee, warranty or statement by MIDIDESIGN or any other entity or person, other than as specifically set forth in these Terms and Conditions.
4. Link Content
In the event that MIDIDESIGN accepts your Application, (a) MIDIDESIGN will provide you with access to the design option(s) ( "Link Content") for Link(s) to the online store section of the MIDIDESIGN site (an "Online Store Link").
5. Limited Link License
In the event that MIDIDESIGN accepts your Application, MIDIDESIGN shall and does hereby grant you a revocable, limited, non-exclusive, non-transferable right and license, without the right to sublicense, to (1) establish the Link(s) described above (from the page(s) or your web site specified in your Application to the page(s) of the MIDIDESIGN web site designated by MIDIDESIGN in its sole discretion), and (2) use and display the Link Content described above, only as establishing the Link(s) to allow users of the page(s) or your web site specified in your Application to click-through to the page(s) of the MIDIDESIGN web site designated by MIDIDESIGN in its sole discretion.
You may not use any design, test or other content other that the Link Content in connections with any Link(s) to the MIDIDESIGN web site. You may not use the Link Content in any manner except in connection with establishing the Link(s) hereunder. You may not modify the Link Content or any logos or images or other portions of the Link Content. You may not link to the MIDIDESIGN web site from any page of your web site other than the page(s) designated by MIDIDESIGN in its sole discretion for the Link Content option(s) you choose. You may not place any links to the MIDIDESIGN web site on any web page containing material which is (or promoting activities which are) sexually explicit, obscene, pornographic, violent (e.g., relating to murder, the sales of weapons, cruelty, abuse, etc.), discriminatory (based on race, sex, religion, natural origin, physical disability, sexual orientation or age), illegal (e.g. underage drinking, substance abuse, computer hacking, etc.), offensive, threatening, profane, or harassing.
MIDIDESIGN reserves and retains all rights in and to the Link Content, the MIDIDESIGN web site (and all modifications thereto), and any and all images, trade names, trademarks, domain names and other intellectual property rights of Mididesign("Mididesign IP"). Except as specifically set forth in this Section 5 (Limited Link License), nothing in this Agreement shall be construed as granting you any license or right to use any Mididesign IP. You shall not use any trademark, trade name, or service mark identical with or confusingly similar to the Mididesign IP except as expressly permitted by this Agreement. You agree that any and all uses of the Mididesign IP shall inure to the benefit of MIDIDESIGN.
6. Payment
MIDIDESIGN will pay you 10% of the sales price promoted on its website(s) per completed order from a MIDIDESIGN Link. You understand and agree that MIDIDESIGN pays based only on completed transactions. Notwithstanding anything to the contrary, MIDIDESIGN shall have no obligation to pay you for completed sales.
MIDIDESIGN shall not have any obligation to pay you any amounts for any completed transactions from any Non-Online Store Link(s).
A completed transaction occurs when a user (other than You or Your affiliates or any third party acting on Your behalf or under Your control) clicks on a Link on the web site designated in Your Application and such user is thereafter connected to the MIDIDESIGN site.
MIDIDESIGN will pay you on a monthly basis. Within 45 days or a reasonable time after the end of each calendar month, MIDIDESIGN will send you a check, wire transfer or Paypal transfer for the amount earned during that month, less any taxes or bank costs that MIDIDESIGN may be required to withhold. However, if the amount you earned during any calendar month is less than 20 euro, then MIDIDESIGN will hold that payment until payment is due for the month in which the total amount due is at least 20 euro. If this Agreement is terminated earlier than such date, MIDIDESIGN will pay you the amounts you earned before the date of termination, within 45 days or a reasonable time after the date of termination.
If MIDIDESIGN's records show activity from the Link(s) on your site that MIDIDESIGN determines is inconsistent, or is otherwise unusual or unlawful, then MIDIDESIGN reserves the right to withhold payment for a reasonable time pending an investigation of that activity by MIDIDESIGN and resolution of the dispute (if any).
7. Reporting
MIDIDESIGN will give you a password that will enable you to enter a password-protected site or area of a site communicated to you by MIDIDESIGN. You may use the password to log in to that site and to access information about the Affiliate Program.
8. Publicity
You may not create, publish, or distribute any items that reference MIDIDESIGN without first submitting those items to MIDIDESIGN and receiving MIDIDESIGN's written consent.
9. Obligations Regarding Your Site
Your are solely responsible for the development, operation and maintenance of your site and for all materials and content that appear on your site. MIDIDESIGN will not be responsible for any of the foregoing. You agree to indemnify, defend and hold MIDIDESIGN harmless from all damages, claims, fees (including attorneys' fees) and expenses relating to the development, operation or maintenance of your site, including content not attributable to MIDIDESIGN.
10. Termination
Either you or MIDIDESIGN may terminate this Agreement at any time, for any reason or no reason, by giving the other party written notice of termination.
Within 24 hours after termination (whether by you or MIDIDESIGN), you must remove the Link Content (and deactivate any links to the MIDIDESIGN web site) and any other copies of Mididesign IP from your site and must destroy or erase from computer memory any items you might have that contain the MIDIDESIGN service mark, other Mididesign trademarks, or any other Mididesign IP.
11. Notice
Except as otherwise expressly provided herein, all notices under this Agreement shall be in writing and deemed to be given (a) on the delivery date if delivered personally or by e-mail, or (b) 3 days after being mailed by certified mail, postage prepaid, return receipt requested, to the other Party (or permitted successors or assigns) at the following addresses (either party may change their address (including without limitation, their e-mail address) for purposes of this section by providing written notice to the other party):
Notice to MIDIDESIGN
MIDIDESIGN
Doornstraat 95
9140 Temse
Belgium
Attn: T.Foubert
E-Mail: tamara@midifiles.nu

Notice to Applicant
Applicant's physical address/e-mail address set forth in the Applicant's Application, which is incorporated by reference herein
12. Modifications
MIDIDESIGN may modify any of the Terms and Conditions contained in this Agreement upon notice to you via e-mail. MIDIDESIGN will post any such modified Terms and Conditions on the MIDIDESIGN site and on the site from which you retrieve the reports made available by MIDIDESIGN. If a modification is unacceptable, you may terminate this Agreement by giving notice of termination to MIDIDESIGN and following the procedures in Section 10 (Termination). If you do not give MIDIDESIGN notice and continue to display the Link(s) on your site, then you will be considered to have accepted the modifications.
13. Relationship of the Parties
You and MIDIDESIGN are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between you and MIDIDESIGN. You understand that you do not have authority to make or accept any offers or make any representation on behalf of MIDIDESIGN. You may not make any statement, whether on your site or otherwise, that would contradict anything in these sections. You specifically acknowledge that you are not eligible to participate in any benefit plans of MIDIDESIGN or its affiliates.
14. Confidentiality
During the term of this Agreement, you may have access to certain non-public information of MIDIDESIGN, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by MIDIDESIGN ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of ours. You agree (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except carrying out your rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information, as long as you use at least reasonable care. These obligations survive for 3 years after termination of the Agreement.
15. Disclaimers
MIDIDESIGN makes no express or implied warranties with respect to the subject matter of this Agreement, or its Affiliate Program, the MIDIDESIGN web site, the Link(s), the Link Content, or the MIDIDESIGN services), and MIDIDESIGN hereby disclaims all implied warranties, including but not limited to implied warranties or merchantability and fitness for a particular purpose. You understand that the operation of the Links may not be uninterrupted or error free, and that the search results obtained through use of the services on the MIDIDESIGN web site may have errors or omissions, and that the Link(s) and Link Content are provided on an "AS IS" and "AS AVAILABLE" basis. You agree that MIDIDESIGN will not be liable for any interruptions or errors in using the Links or the Link Content, or errors or omissions in the search results obtained through use of the services on the MIDIDESIGN web site. The provisions of this Section survive termination or expiration of the Agreement.
16. Limitation of Liability
MIDIDESIGN will not be liable for lost profits, lost business opportunities or any other indirect, special, punitive, incidental or consequential damages arising out of or related to this Agreement or Affiliate Program, even in MIDIDESIGN has been advised of the possibility of such damages. Further, MIDIDESIGN's aggregate liability arising under this Agreement will not exceed the amount of the total commission fees paid or payable to you under this Agreement. The provisions of this Section survive termination or expiration of the Agreement.
17. Miscellaneous Provisions
THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF BELGIUM, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. This is the entire Agreement between you and MIDIDESIGN with respect to the Affiliate Program. Except as specifically set forth in Section 12 (Modifications) and Section 5 (Limited Link License), any modification to this Agreement must be in writing and signed by both parties. You may not assign this Agreement, by operation or law or otherwise, without MIDIDESIGN's prior written consent. MIDIDESIGN may freely assign this Agreement. 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. MIDIDESIGN's failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of MIDIDESIGN's right to subsequently enforce that provision, or any other provisions of this Agreement. In the event that any of the provisions of this Agreement are held to be unenforceable by a court or arbitrator, the remaining provisions of the Agreement will remain in full force and effect. The provisions of this Section survive termination or expiration of the Agreement.
18. Authority
The person clicking the "I AGREE" or similar button on behalf of the Applicant hereby represents, warrants and certifies that (1) he or she is the Applicant, or that he or she has been lawfully authorized to be bound by these Terms and Conditions (and any Agreement formed by MIDIDESIGN's acceptance of Applicant's Application as set for the herein) on behalf of the Applicant, and (2) he or she has adequate legal capacity to agree to be bound by these Terms and Conditions (and any Agreement formed by MIDIDESIGN's acceptance of Applicant's Application as set forth herein).
BY CLICKING THE "I AGREE" CHECKBOX ON THE REGISTER FORM I REPRESENT AND WARRANT THAT I HAVE READ AND UNDERSTAND THE FOREGOING MIDIDESIGN AFFILIATE PROGRAM TERMS AND CONDITIONS, AND AGREE TO BE BOUND SUCH TERMS AND CONDITIONS AND ANY AGREEMENT FORMED BY MIDIDESIGN' ACCEPTANCE OF APPLICANT'S APPLICATION AS SET FORTH HEREIN.