Affiliate Terms and Conditions

THIS AGREEMENT and the documents described in Section 18 below contain the complete terms and conditions that apply to an individual or entity's participation in the MemphisRap.com Affiliate Program (the "Program"). This Agreement is made and entered into by and between MemphisRap.com., a Independently Owned Company ("MRAP, Memphis Rap, MemphisRap.com"), and you. As used in this Agreement, "we/us/our" means MemphisRap.com and "you" means the applicant specified in the Application, as that term is defined below. "Site" means a World Wide Web site. "Overseer" Affiliate Program Software maintainer, which allows us to provide affiliate marketing services for the MemphisRap.com Affiliate Program.

1. ENROLLMENT IN THE PROGRAM

(a) To begin the enrollment process, you need to submit a completed Program application ("Application"). This Application can be found at http://shopping.memphisrap.com/create_affiliate_account.html. There is no need for evaluation for all applications are automatically pre-approved in good faith that the affiliate with following all terms. MemphisRap.com may terminate your account for any reason whatsoever, including, but not limited to our determination (in our sole discretion) that your Site is unsuitable for the Program (“Unsuitable Site”). Unsuitable Sites include, but are not limited to, those that: (a) promote violence; (b) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (c) promote illegal activities; (d) infringe intellectual property rights of ours, or any third party or otherwise violate the rights of any third party: (e) contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party; or (f) promote the use of any pyramid or similar schemes.

2. LINKS ON YOUR SITE

(a) PRODUCT ICONS AND HOME PAGE LINKS. You may select any one or more graphics offered through your Affiliate account ("Icons") to feature on your Site. You may change the selection of your featured Icons at any time, without our approval. You can display on your Site a word or words, graphic image(s), or combination of words and images. The content, style and placement of these words and images will be your sole responsibility and within your sole discretion provided that you comply with the terms of this Agreement. You must ONLY place word(s) or graphic image(s) links on your Site utilizing pertaining to the product. You may NOT "hard" code image(s) on your Site. You may not modify any of our Icons, content, tools, text, images, Links (as defined below) in any way.

(b) For each selected Icon, we will provide an electronic link to the MemphisRap.com Shopping Site using an Affiliate URL provided by us (a "Link"). It is your sole responsibility to set up and maintain the electronic Links connecting your Site to the appropriate page on the MemphisRap.com Shopping Site designated for that particular Icon, and ensure that the electronic Links are in good and working order.

(c) You acknowledge and agree that Icons, content, tools, text, images, Links, search boxes or any other material provided to you by us on our behalf for inclusion on your Site may include MemphisRap.com's trade name, trademark, service mark and/or logo (the "MemphisRap.com Brand Features"), (ii) you have no right to alter or modify such MemphisRap.com Brand Features, (iii) you will not use or display the MemphisRap.com Brand Features or any of the other Licensed Materials on any Unsuitable Site, as determined in our sole discretion, or in any manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of MemphisRap.com or the goodwill associated with the MemphisRap.com Features, and (iv) you will use the it in accordance with any trademark usage guidelines and policies that MemphisRap.com may issue from time to time.

3.ORDER PROCESSING

(a) We will process product orders placed by customers who follow Links from your Site to the MemphisRap.com Shopping Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish.

(b) 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 products online using Links from your site to our Site in accordance with the terms of this Agreement (“Customers”) and will provide you with access to reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion but will generally be available on a continuous basis. You hereby agree not to disclose the information contained in these reports to any third party without prior written or electronic consent. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your and our Site are properly formatted. All HTML tags are to be generated using the special HTML tags provided by us and are not to be altered in any manner. We will not be responsible for tracking and reporting sales that were not made through a Link formatted to our specifications.

4. FEE AMOUNT

Referral fees earned are paid as a percentage of the Sale Price of the Eligible Products sold in accordance with the provisions and procedures. In our sole discretion, we may establish other special commission rates with respect to certain promotions.

5. FEE SCHEDULE

We will pay you Referral Fees through the Affiliate Program on a calendar month basis. All payments shall be made in U.S. dollars. Net 30 within sixty (30) days following the end of each calendar month you will receive a check for the Referral Fees earned on Eligible Products that were shipped during that month. However, if the fees payable to you for any calendar month are less than twenty five dollars ($25), we may withhold those fees until the total amount due is at least twenty five dollars ($25) or (if earlier) until this Agreement is terminated. If an Eligible Product that generated a Referral Fee is returned or canceled, we will deduct the corresponding fee from your next monthly payment. If there is no subsequent payment, we will send you an invoice due in ten (10) days for the canceled Referral Fee.

Chargebacks
When memphisRap.com receives a chargeback from the credit card processor for an order placed through an affiliate account, the commissions earned for that order will be deducted from the affiliate's commissions in the month the chargeback occurs.

Gift certificates are only paid upon redemption and not the actual purchase.

Promotional Restrictions

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 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 we support, sponsor, endorse, or contribute money to any charity or other cause).

Affiliates may describe his/her store as an affiliation of MemphisRap.com Shopping site, but is not required.

For instance:
My Store - in affiliation with MemphisRap.com
My Store - an affiliate of MemphisRap.com
My store – MemphisRap.com affiliate

6. POLICIES AND PRICING

All Customers who buy products through this Program rules, policies, and operating procedures (“Policies and Procedures”) concerning customer orders, customer service, and product sales will apply to all Customers. We may change our Policies and Procedures at any time and for any reason. 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. Because price changes may affect Products that you already have listed on your Site, you may not include price information in your product descriptions or otherwise on your Site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

7. LIMITED LICENSE/RESTRICTIONS

(a) MemphisRap.com grants you a limited, nonexclusive, non-transferable, non-sublicensable revocable right and license during the term to use the Icon and words or combination of words and images solely for the purpose of identifying your Site as a Program participant and to assist in generating product sales. You may not modify any of the Licensed Materials in any way. MemphisRap.com reserves all rights in the Licensed Materials and all intellectual property rights therein. Subject to the terms and conditions of this Agreement, MemphisRap.com grants you a limited, non-exclusive, royalty-free license to use the Sales Information, as defined. MemphisRap.com may immediately revoke such licenses at any time and for any reason upon giving you oral, written or electronic notice.

(b) You hereby acknowledge and agree that all right, title and interest in the Licensed Materials are exclusively owned by MemphisRap.com and/or its licensors and that any goodwill resulting from Affiliate’s use of such Licensed Materials shall inure to the benefit of MemphisRap and shall automatically vest in MemphisRap.com upon use by Affiliate. You hereby acknowledge and agree that MemphisRap.com shall own all right title and interest in and to all information that is created or collected in connection with this Agreement, including, without limitation, (i) any contact information collected from any MemphisRap.com Customer who enters MemphisRap.com’s Site from a link from your Site ("Affiliate Customers") and (ii) any information regarding click-through rates, information regarding product purchases by Affiliate Customers ("Sales Information"), and (iii) any information regarding high-performing adwords, keywords or any other similar advertising, search or query words or terms, any information regarding top-converting products, or any other non-public MemphisRap.com sales and marketing information (“Marketing Information”). You agree not to disclose during the term and at any time thereafter any Sales Information, Affiliate Customer contact information, or Marketing Information to any third party without MemphisRap.com’s prior written approval.

(d) You may not use the MemphisRap.com name, “MRAP”, “Memphis Rap”, “MemphisRap.com”, or any other MemphisRap.com Brand Features, or any variation, element, derivation or adaptation thereof (including but not limited to abbreviations, misspellings, stringing of individual names into a single word, or any other variation which has the effect of implying the MemphisRap.com name; “MemphisRap.com Variations”), in any manner not expressly authorized by this Agreement. Without limiting the generality of the foregoing, Affiliate shall not: (i) use MemphisRap.com Brand Features or MemphisRap.com Variations in Affiliate’s domain or sub-domain; (ii) use MemphisRap.com Brand Features or MemphisRap.com Variations (or use any type of software download or technology or otherwise engineer Affiliate’s web site, search engine, or Affiliate’s service) in such a manner so as to intercept, re-direct, or divert Internet traffic or Referral Fees to or from MemphisRap.com’s Site(s) without MemphisRap.com’s prior written approval; and, (iii) bid on or purchase MemphisRap.com Brand Features or MemphisRap.com Variations as adwords, keywords, or any other similar advertising, search or query words or terms, on Google, Overture, or any other similar search engine service or web site. Any violation of this section shall constitute a material breach of the Agreement, and within twenty-four (24) hours of receipt of notice from MemphisRap.com, or the Overseer on MemphisRap.com’s behalf, of such breach, Affiliate shall cease such use of MemphisRap.com Brand Features or MemphisRap.com Variations. If Affiliate does not so cure such breach, MemphisRap.com may immediately terminate the Agreement, without any charge or liability, in addition to any other rights or remedies MemphisRap.com may have under the Agreement, and MemphisRap.com reserves the right to bring a trademark infringement action against Affiliate, as well as any other rights or remedies it may have at law or in equity.

(e) You agree not to: (i) cache any part of or all of the Licensed Materials, (ii) offer any unauthorized incentives to end users to use the Links, and (iii) offer or make available to end users coupons or promotions that have expired or have not been approved by us.

8.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 Affiliate Site. Modifications may include, but are not limited to, changes in Referral Fees, Fee Schedules, payment procedures, and Policies and Procedures. 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 AFFILIATE GATEWAY SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

9.RELATIONSHIP OF PARTIES

You and MemphisRap.com 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.

10.LIMITATION OF LIABILITY

NEITHER MemphisRap.com NOR OUR PARTNERS WILL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY, EVEN IF WE, THE OVERSEER OR ANY OF OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AND THE OVERSEER’S 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. ALL CLAIMS MADE HEREUNDER BY YOU AGAINST US SHALL BE MADE WITHIN NINETY (90) DAYS OF THE ACT OR OMISSION, WHICH FORMS THE BASIS OF SUCH CLAIMS.

Compliance with Laws

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

11.DISCLAIMERS

We (MemphisRap.com & partners) 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, 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 the password protected affiliate account, MemphisRap.com’s Site or any other Site sponsored by us in connection with this Agreement will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement.

12.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 EXPLICITLY SET FORTH IN THIS AGREEMENT.

13. IDENTIFICATION OF AFFILIATES

We may identify you or your Site as a participant in the Program without providing you prior notice or obtaining your specific written consent. Such identification may be oral, written, or electronic, and may include, but is not limited to, public announcements, promotional materials, internal and external reports, and public filings.

14.SCOPE OF AGREEMENT.

This Agreement, and the Fee Schedules, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.

15.MISCELLANEOUS

(a) This Agreement will be governed by the laws of the United States and the state of Tennessee, 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 Memphis, TN and you irrevocably consent to the jurisdiction and venue of such courts. 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. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. You shall not make any public announcement or issue any press release concerning the Agreement or the transactions contemplated hereby, without our prior written consent. We shall not be liable hereunder by reason of any failure or delay in the performance of our obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, acts of war, acts of terrorism, governmental action, or any other cause that is beyond our reasonable control. (b) As used herein, certain capitalized words (or any variation thereof) shall have the meaning as herein provided. Any conflict between said capitalized words and any other meaning shall be resolved as herein provided. Unless otherwise stated above, all notices and other communications required or permitted hereunder shall be in writing and shall be delivered personally or transmitted by email to MemphisRap.com at affiliates@memphisrap.com, or by United States certified or registered mail, return receipt requested, to MemphisRap.com Affiliates, PO Box 30337 Memphis, TN 38130 or if to you at the email address designated on your Application.

(c) If the person entering into this Agreement is acting on behalf of his or her company or organization, such person hereby represents to MemphisRap.com that he or she has all requisite power and authority to enter into this Agreement on behalf of such company or organization, that this Agreement has been duly authorized by such company or organization and that this Agreement will constitute a legal, valid, an binding obligation of such company or organization. Such person hereby agrees to indemnify and hold harmless MemphisRap.com from any and all claims, damages and expense (including without limitation attorney’s fees) arising from any breach of this section.