Vendor Terms and Conditions

A.M.P. Affiliate Vendor Agreement
Effective Date: 23-10-2017

This A.M.P. Affiliate Vendor Agreement (this “Agreement”) is made by and between www.allmusicandproducig.com (“A.M.P.” or “Us” or “We”), and you, as a vendor (Bronze, Silver or Gold Member) participating in the A.M.P. program which allows Vendors (“Vendor” or “You”) to sell and promote your products (Digital and Pysical) within the A.M.P. Shop (“Vendor” or “You”).

You must agree to abide by the terms and conditions contained in this Agreement in order to participate in the network and services provided by A.M.P. . PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING FOR THE A.M.P. NETWORK AND SERVICES. By signing up for the A.M.P. affiliate, You indicate Your acceptance of the terms and conditions set forth in this Agreement. If You do not accept this Agreement, do not register for or continue use of the A.M.P. network or services.

1. Definitions .
The following is a list of defined terms used throughout this Agreement.

a. Affiliate or Vendor . An “Affiliate or Vendor” is an individual or entity that registers with A.M.P. and agrees to display and sell products (hereinafter defined) or services for Vendors (hereinafter defined) in order to generate approved sales by customers, in exchange for commissions.

2. The Service .

A.M.P. operates a program (the “A.M.P. Bronze,Silver,Gold Membership”) whereby You can sign up with A.M.P. in order to post Digital and downloadble Products and otherwise market Your products or services. All relationships and interactions between You and any Customer will be managed by and conducted from the Vendor.
As part of the Affiliate Program and the service offered on the Site, A.M.P. may publish ratings for the Vendors participating in the Affiliate Program, based on information supplied by the Affiliate or the Vendor during the registration process and on information relating to sales performance for such Affiliate or Vendor. Such ratings are based on criteria chosen by A.M.P. , in its sole discretion. You acknowledge and agree that A.M.P. has the right to evaluate information relating to You and to publish on the Site the ratings for You, based on the criteria, information, and methods A.M.P. chooses, in its sole discretion.

3. Registration .

In order to register as an Affiliate Vendor with A.M.P. and to participate in the Affiliate Program, You must be at least 16 (sixteen) years of age and must complete the required application form found on the Site, which requires supplying a name, supplying a valid e-mail address and creating an acceptable password. Additionally, You must comply with all the requirements for creating a valid Pay Pal account (hereinafter defined) and linking that account with the A.M.P. payment system, as detailed in the following section. A.M.P. reserves the right, in its sole and absolute discretion, to (i) deny any person or entity the right to register with A.M.P. or participate in the Affiliate Program and/or (ii) terminate any person or entity’s participation in the Affiliate Program at any time.

The following types of websites are NOT ALLOWED TO PARTICIPATE in the A.M.P. Affiliate Program:

X-rated sites and sites that contain or promote sexually explicit materials;
Sites that promote violence or discord;
Sites that promote discrimination based on race, religion, nationality, disability, sexual orientation or age;
Sites that promote illegal activity, including hacking; or
Sites that violate intellectual property rights.
As part of the registration process, You will select a username and password combination that You use to access Your account within the Affiliate Program (Your “My Account”). You shall provide A.M.P. with accurate, complete and updated registration information. You may not select the name of another person or entity with the intent of impersonating that person or entity or deceiving Affiliates or other users as to Your true identity. You agree that A.M.P. may rely on any data, information, notice or request furnished to A.M.P. by You that is reasonably believed by A.M.P. to be genuine and to have been sent or presented by a person reasonably believed by A.M.P. to be authorized to act on Your behalf. You shall notify A.M.P. by e-mail sent to the following address of any known or suspected unauthorized uses of Your A.M.P. Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username or password: support@allmusicandproducing.com. You are solely responsible for maintaining the confidentiality of Your username and password and are solely responsible for all usage and activity on or through Your A.M.P. Account, including use of Your A.M.P. Account by a third party authorized by You. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination of Your A.M.P. Account by A.M.P. , in its sole and absolute discretion, and referral to the appropriate law enforcement agencies.
A.M.P. reserves the right to send e-mails to You at the e-mail address You provide and to otherwise communicate with You for purposes related to the Affiliate Program, including, but not limited to, informing You of applicable changes or additions to the Affiliate Program, the Site or this Agreement.

4. Payment Processing Account .

In order to be eligible to participate in the Affiliate Program, You must register and create an account with PayPal. You are responsible for complying with all requirements for registration with such supported payment system and for otherwise complying with all applicable terms and conditions located on the supported payment processor’s website. In addition, You must complete the necessary processes in order to properly link Your PayPal Account to the A.M.P. payment system. Failure to properly link Your Payment Processing Account to the A.M.P. payment system may be grounds for termination of Your A.M.P. Account and Your participation in the Affiliate Program, as A.M.P. determines in its sole and absolute discretion.

In no event shall A.M.P. be responsible for ensuring proper registration with Your PayPal Account, proper linking to the A.M.P. payment system, or proper payment of any sums under this Agreement. All payments through the Affiliate Program are required to be processed through the A.M.P. PayPal account, using Your PayPal Email linked to your Account, and are subject to all terms and conditions provided on the supported payment processor’s website (PayPal). You are solely responsible for ensuring proper receipt of payments. In no event does A.M.P. make any representations or warranties of any kind relating to the supported payment processor’s website, Your Payment Processing Account, or any payments through such account; nor is A.M.P. liable in any way for any error or omission on the part of any A.M.P. supported payment processor.

5. Licenses and Property .

You hereby grant to Us a worldwide, nonexclusive, limited, revocable right to use and display your products on the Site and make them available to Our Customers
We grant You a nonexclusive, non-transferable, revocable, limited license to access and make use of the A.M.P. Shop Platform, material provided in order to post Your products, related materials; provided, that, You fully comply with this Agreement.

In addition, the registered and unregistered trademarks, service marks, tradenames, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin (collectively, “Trademarks”) of A.M.P. may not be used in connection with any business, product, or service whose source is not A.M.P. , in any manner that is likely to cause confusion among customers, the trade, or the public, or in any manner that disparages or discredits A.M.P. or any of its Affiliates. All other Trademarks not owned by A.M.P. that appear on the Site are the property of their respective owners, who may or may not be affiliates with, connected to, or sponsored by A.M.P. . Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademarks of A.M.P. or its Affiliates displayed or contained in the Site without the express, written consent of A.M.P. or its Affiliates.

All content on the Site, including, but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, and code, and the compilation of all content on the Site, as well as all software used on the Site, is the property of A.M.P. , its Affiliates, or its Vendors. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Site without the express, written consent of A.M.P..

a. Trademark Use. Notwithstanding the foregoing, You shall ensure proper use of the A.M.P. Trademarks. You shall properly identify any A.M.P. Trademarks, where appropriate, and You shall not change or distort the color, sizing, or other design features of any A.M.P. Trademarks, only using the A.M.P. Trademarks as provided by A.M.P. You shall not combine the A.M.P. Trademarks with any other logos, words, graphics, symbols, or other Trademarks. Further, You shall not use the A.M.P. Trademarks in any way that falsely implies any sponsorship, affiliation, or endorsement of You by A.M.P. . Whenever You use the A.M.P. Trademarks, You shall also display in the primary and more prominent position Your own logo, company name, and related Trademarks. A.M.P. reserves the right, in its sole discretion, to modify or terminate Your use of the A.M.P. Trademarks at any time and for any reason, including for failure to comply with these Trademark use requirements.

6. A.M.P. Commission Fee .

A.M.P. will charge a commission fee of 15% (Bronze Membership) or 5% (silver Membership) or no commission (Gold Membership) of the net selling price on each product or service sold by a Vendor through the A.M.P. Shop. Commissions are paid Within 48 hours from the product selling time and all Commission Payment are made trough PayPal. To Be Able to receive Commissions Payment you’ll need an active PayPal account. A.M.P. is not entitle to cover any PayPal Transaction Fee if payment are made from an  international customer.

7. Shop and Product Listing.

Once You have registered for any of the Affiliate Program/Membership, You are free to list as many of Your products or services within the A.M.P. Shop . For each listing, You are entitled to determine the type of Product, description and any other relevant info about the products. You must provide this information through your Shop Dashboard.

8. Affiliate Commission Fee.

An Affiliate will be entitled to receive its agreed upon commission fee for each completed sale . In order to receive such fee for a completed sale, a customer or user must complete an order for the relevant product or service, must complete the payment trough the A.M.P. PayPal, and must remit full payment for the product or service posted from You. For each order that completes the full process, the A.M.P. Affiliate will receive the agreed upon fee, depending on the Membership and You agree to allow A.M.P. payment processor to provide such commission fee for each such completed sale. Commissions are paid Within 48 hours from the product selling time and all Commission Payment are made trough PayPal. To Be Able to receive Commissions Payment you’ll need an active PayPal account. A.M.P. is not entitle to cover any PayPal Transaction Fee if payment are made to an  international Vendor

9. Taxes and Related Charges .

A.M.P. Will Charge certain taxes on each product. A 19% Tax rate will be charged following the South Australian Taxes Rates and an additional Tax,  for PayPal Transaction Fee of 3.6% will also be charged following the PayPal Fees transaction Rates. You are aware that taxes and all related applicable charges are automatically added in the price of any product or service that customers purchase once you post the product. For example, if you set a price of $5 on a product, once the product will be submitted, the total cost of it for the customers will be $5 plus taxes (19% tax and 3.6% Transaction Fee) therefore You agree to the charge of the taxes listed above and understand that any paid commission will be calculated on the selling prices excluding taxes.

10. SPAM . SPAM, OR UNSOLICITED COMMERCIAL E-MAIL, IS ABSOLUTELY PROHIBITED.

We will terminate Your Account and immediately dismiss you from the Membership Program if We determine that You have sent SPAM or Unsolicited Commercial E-mail, whether in connection with the Affiliate Program or otherwise, and You will not be entitled to any payment or reimbursement for funds remaining in Your Payment Processing Account. Further, You agree to comply with all U.S. state and federal SPAM laws, including, but not limited to, the Federal CAN-SPAM Act of 2003. You also agree to indemnify Us from any liability connected with SPAM or unsolicited e-mail transmissions by You or connected to You.

11. Inactive Accounts .

A.M.P. reserves the right, in its sole and absolute discretion, to terminate Your A.M.P. Account or Membership if it is left inactive for more than two (2) years and to remove the same from the Site. An “inactive” account is one for which both of the following are true: (i) no one has logged into the account, and (ii) no one has used the account for any transactions with A.M.P. .

12. Vendor Content .

You represent that all content, data, or information You provide to A.M.P. or post on the Site is solely owned by You or provided by You with the express authority of the person or entity You represent; does not infringe upon any other individual’s or entity’s rights (including, without limitation, intellectual property rights); and is not defamatory, libellous, unlawful, or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as a Vendor (or in connection with the Affiliate Program) any content, or website that includes content, that is libellous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. You are solely responsible for the content, data, and information You provide, promote, distribute, place or otherwise publish and for Your website.

13. Representations, Warranties, and Covenants .

a. Mutual Representations .

Each party represents and warrants that: (i) it has the right to enter into and fully perform the services contemplated herein, consistent with this Agreement; (ii) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with this Agreement; and (iii) at all times while Vendor is participating in any of A.M.P. ‘s services, using the Site, or participating in the Affiliate Program, each party shall comply with all applicable laws and regulations. Neither party makes any guarantee, representations or warranties, express or implied, as to the level of consumer response that will result from the Affiliate Program.

b. Vendor Representations .

Vendor represents and warrants that: (i) Vendor’s websites, advertisements, links, disclosures, landing pages, claims, representations, scripts, videos, and any other media related to Vendor’s sale or promotion of its products or services (collectively the “Advertisements”) will comply with all applicable State and Federal laws; (ii) Advertisements do not contain or promote, nor link to another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, products, services or activities; (iii) Vendor owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Vendor’s websites and other media; (iv) Affiliate shall not offer or promote products or services (or websites or links to websites) containing any pornographic, racially or ethnically discriminatory, political, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content; (v) Vendor shall at no time use A.M.P. ‘s proprietary software or any materials provided by A.M.P. or an Affiliate in any manner other than that which is specifically contemplated herein; (vi) Vendor will not engage in any kind of deceitful, misleading or other unfair trade practices, or fraudulent or other unlawful practice; (vii) Vendor shall at no time engage in, disseminate, promote or otherwise distribute links or marketing materials through the use of contextual media, specifically, downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable); (viii) Vendor will not provide Links to any website or provide any other advertising materials that contain inappropriate content, which includes, but is not limited to, content that: (a) promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography, adult-oriented content (such as phone sex or escort services), expletives or inappropriate language; (b) promotes gratuitous violence, abuse or threats of physical harm; (c) promotes illegal or unethical activity, racism, hate, SPAM, mail fraud, gambling, sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice; (d) promotes use of illegal substances or illegal activities (such as bomb building, counterfeiting money or using pirate software (e.g., Warez or Hotline)); (e) is libelous, defamatory, infringing, false, misleading or contrary to public policy; (f) is otherwise prohibited by Federal or State law; or (g) may bring A.M.P. or its associated Affiliates (or both) negative publicity; (ix) Vendor will not engage in any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic or websites that are point, lottery or rewards based and encourage users to click on offers or use offers to generate revenue for users to win points, rewards, or other incentives (unless expressly approved in writing by A.M.P. ); (x) Vendor will not violate any third party terms and conditions, which includes, but is not limited to, the unauthorized use of a third party website for commercial gain or post bulletins to non-owned accounts; (xi) Vendor will not use deceptive or misleading practices (such as the use of spyware, adware, devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a lead); and (xii) Vendor will not engage in any deceptive form of advertising.

Vendor further represents and warrants that all of Vendor’s Advertisements (as defined above) and all information contained in or linked through the Advertisements comply with the following: (1) Advertisements are truthful and not deceptive or misleading; (2) Vendor and Advertisements present all material information clearly and conspicuously; (3) Vendor can substantiate any express or implied health, safety, or beauty claims with competent and reliable scientific evidence consisting of tests, analyses, research, studies, or other evidence based upon the expertise of professionals in the relevant area that have been conducted and evaluated in an objective manner by persons qualified to do so, using procedures accepted in the profession to yield accurate and reliable results, and will produce such substantiating materials to A.M.P. upon request; (4) Vendor can demonstrate the accuracy and factual basis for any product or servcice that a specific to be genuinelly created by the vendor and will produce such substantiating materials to A.M.P. upon request; (5) Vendor can substantiate any earnings claims or other specific claims asserted regarding Vendor’s products or services, including, but not limited, to the amount of earnings or leads a customer can expect from using the Vendor’s product; (6) Advertisements contain all necessary disclosures and disclaimers to comply with all rules and guidance concerning the use of testimonials or representations concerning specific results obtained by customers of the Vendor’s products and whether the average customer can reasonably expect to achieve similar results.

Vendor further represents and warrants that the products or services Vendor offers through the A.M.P. platform: (1) do not constitute a Business Opportunity as defined by 16 C.F.R. § 437.1(c). Vendor further represents and warrants that the Vendor and the Advertisements either: (1) do not make any Earnings Claims as defined by 16 C.F.R. § 437.1(f); or (2) if the Vendor or Advertisements may make an Earnings Claim as defined by 16 C.F.R. § 437.1(f) then Vendor shall disclose to Vendor’s prospective customers the completed Earnings Claim Statement required by the FTC under 16 C.F.R. § 437.4. Vendor further represents and warrants that Vendor has a reasonable basis for such Earnings Claims, has in its possession written materials that substantiates such Earnings Claims, and will produce such substantiating materials to A.M.P. immediately upon request.

14. Limitation of Liability; Disclaimer of Warranty .

IN NO EVENT SHALL A.M.P. BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM: (A) VENDOR’S USE OF ANY OF A.M.P. SERVICES OR THE SITE, INCLUDING ANY RELIANCE ON ANY AFFILIATE OR VENDOR RATING ON THE SITE, (B) ANY RATING OF VENDOR DISPLAYED BY A.M.P. ON THE SITE, (C) VENDOR’S PARTICIPATION IN THE AFFILIATE PROGRAM, (D) ANY OF VENDOR’S PRODUCTS OR SERVICES OR ADVERTISING OR PROMOTIONAL MATERIALS, OR (E) VENDOR’S PAYMENT PROCESSING ACCOUNT OR ACTS OR OMISSIONS OF YOUR SELECTED PAYMENT PROCESSOR.

DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, DOWN TIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE SITE, THE LINKS, YOUR SELECTED A.M.P. SUPPORTED PAYMENT PROCESSOR’S WEBSITE AND ITS SERVICES, OR THE OTHER SERVICES DESCRIBED HEREIN MAY OCCUR. WITHOUT LIMITING THE ABOVE, THE LINKS, THE SITES, THE MATERIALS IN THE A.M.P. SHOP AND ANY OTHER INFORMATION OR MATERIALS PROVIDED TO VENDOR ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND, AND A.M.P. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; (C) THAT THE SECURITY METHODS EMPLOYED BY A.M.P. OR ITS AFFILIATES WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR AGAINST ALL ATTACKS; (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON; (E) REGARDING YOUR SELECTED A.M.P. SUPPORTED PAYMENT PROCESSOR, ITS WEBSITE, ITS SERVICES, OR ITS SECURITY; OR (F) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY’S WEBSITE. ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED BY A.M.P. IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.

A.M.P. makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any advertisement or marketing materials, or any product or service advertised in connection therewith or on any linked pages. A.M.P. has no liability to Vendor for unapproved hyperlinks or materials, including all copy, images, URL names and search terms used by Vendor for promotions, campaigns or programs. A.M.P. makes no representations whatsoever about any other website that Vendor may access through A.M.P. ‘s services or the Affiliate Program. When Vendor accesses a website that is not associated with and is independent from A.M.P. , Vendor acknowledges that A.M.P. has no control over the content of such website.

Vendor will immediately notify A.M.P. of any current, impending, or potential legal action against it by a third party for matters relating to A.M.P. , the Affiliate Program, this Agreement, or any information provided in connection therewith (or any combination of the foregoing) when the same arises.

15. Confidentiality .

Subject to the Privacy Policy set forth on the Site, in the course of this Agreement, each party may have access to confidential and proprietary information (“Confidential Information”) relating to the Vendor OR A.M.P.. Each party agrees not to disclose or disseminate the Confidential Information without prior express written consent from the relevant party to whom such Confidential Information relates, except to the extent required by law. The term “Confidential Information” shall include, without limitation, the terms of this Agreement (including pricing and payments) and information regarding existing or contemplated services, products, Affiliates, Vendors, processes, techniques, advertising or know-how, or any information or data developed pursuant to the performance of the services. However, Confidential Information shall not include information that is or becomes part of the public domain through no action or omission of the receiving party, that becomes available to the receiving party from third parties without such receiving party’s knowledge of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement. Notwithstanding the foregoing, in no event shall the ratings published by A.M.P. on the Site or the Vendor’s sales information and general performance data for Vendor’s participation in the Affiliate Program be deemed Confidential Information.

17. Copyright Infringement .

A.M.P. has implemented procedures for receiving written notification of claimed infringements of copyright and for processing such claims, in accordance with the Digital Millennium Copyright Act (“DMCA”). To file a copyright infringement notification with Us, You will need to send Us a written communication that includes substantially the following information (see 17 U.S.C 512(c)(3) for further detail, or consult Your legal counsel to confirm these requirements):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works on the Site;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Us to locate the material (the best way to tell Us this is to provide a URL in the body of an email);

4. Information reasonably sufficient to permit Us to contact You, such as an address, telephone number, and, if available, an electronic mail;

5. A statement that You have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.

Such written notice should be sent to A.M.P. email address : support@allmusicandproducing.com

If You believe that content You submitted that was removed (or to which access was disabled) is not infringing, or that You have the authorisation from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content, You may send a counter-notification containing the following information to A.M.P. ‘s designated copyright agent, at the above address/email:

1. Your physical or electronic signature;

2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

3. A statement that You have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

4. Your name, address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the federal court in Seminole County, Florida, and a statement that You will accept service of process from the person who provided notification of the alleged infringement.

18. if counter is received by A.M.P.

copyright agent, We may send a copy of the counter-notice to the original complaining party informing that party that We may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at A.M.P. ‘s sole discretion.

Please note that under Section 512(f) of the Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that We enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringes.

19. Force Majeure .

Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, however, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

20. General .

a. Entire Agreement .

This Agreement, together with the terms for each of the applicable Insertion Orders, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.

b. Term . This Agreement shall begin upon Our acceptance of Your Vendor application and shall remain in effect until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, upon providing written notice of termination to the other party.
This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by and construed according to the laws without regard to its conflicts of laws provisions.
d. Waiver .

No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

e. Assignment .

Vendor may not assign any of its rights here under without the prior written consent of A.M.P. , which consent may be withheld for any reason.

f. Severability .

In the event that any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms.

g. Relationship .

The parties agree that A.M.P. is acting as an independent contractor in offering its services and managing the Affiliate Program and that the relationship between A.M.P. and Vendor shall not constitute a partnership, joint venture or agency. Neither A.M.P. nor any of A.M.P. ‘s employees or agents (collectively referred to herein as the “Employees”) shall be considered: (i) an employee, agent or legal representative of Vendor, or (ii) shall have any authority to represent Vendor or to enter into any contracts or assume any liabilities on behalf of Vendor. A.M.P. retains all the rights and privileges of sole employer of the Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees. Neither A.M.P. nor any of the Employees shall have any right to receive any employee benefits as are in effect generally for Vendor employees.

h. Amendments .

A.M.P. reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Affiliate Program at any time. In the event of any material change, A.M.P. will notify You via e-mail, newsletter or the Site at least three (3) days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Affiliate Program.

i. No Third Party Benefit .

Except as explicitly stated herein, the parties intend that no other person or entity is or shall be entitled to bring any action to enforce any provision of this Agreement against either of the parties, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties and their respective successors and assigns as permitted here under.

j. Notice .

Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified e-mail; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognised overnight courier service to Vendor at the address provided during the registration process and to A.M.P. at the following address:

The A.M.P. Management.