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Human Kinetics Publishers, Inc.

HUMAN KINETICS

Associate Program Operating Agreement

Please read the following agreement before signing up with our associate program. Click on the “I Agree” button at the bottom of the page to continue.


Operating Agreement

This Operating Agreement (“Agreement”) is made by and between your association and Human Kinetics, an Illinois corporation, (URL“ humankinetics.com”) having offices at 1607 N. Market Street, Champaign, IL. (“HK”).

DEFINITIONS

Wherever used in this Agreement with initial terms capitalized, the following terms shall have the following defined meaning:

  1. Your Association’s Site” means collectively all web sites maintained by your association or its affiliates.
  2. A “Product” is any book, recorded audio tape, recorded video, software, Distance Education course or other ancillary product listed on the HK site under any of the subject or gateway areas, offered for sale by HK and is not limited by any distribution agreement.
  3. Content” means (a) any content that is displayed on the HK web site including promotional text, photographs, video-clips or excerpts from any past or future publications authored or published by Human Kinetics and posted on the HK site and (b) any special excerpts from HK Products as specifically approved and agreed upon in writing from HK.
  4. Net Revenue” means gross revenue received by a party from the sale of any products, less any HK qualified discounts, Product returns, sales taxes, coupons, and shipping /handling associated with such sale.
  5. Commissionable revenues” are Net Revenues derived by HK from accepted and completed transactions of HK products through Your Association’s Site, and exclude costs for shipping, handling, gift-wrapping, taxes, or other service charges.

AGREEMENT

Operational Terms

  1. This agreement is subject to the review of Your Association’s Site by HK, and acceptance of this agreement will be at HK’s sole discretion. Sites deemed not suitable include but are not limited to those sites that:
    • promote or distribute sexually explicit material
    • promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
    • promote violence or illegal activities
    • violate intellectual property rights

    HK reserves the right to examine and review the suitability of any Associate site previously approved and to terminate this Agreement under the terms stated herein.

  2. Your association agrees to present selected HK Products and provide product links from their site directly to the corresponding HK online catalog entry. Your association also agrees to furnish a short description, review, or abstract for each selected Product displayed and will be responsible for the content, style, and placement of these references. Products (and related links) may be added or deleted at any time without HK approval—our Associate Link Generator makes it easy to do so. Your association may also provide a link to the HK home page: http://www.humankinetics.com.
  3. Links to the HK site placed on Your Association’s Site pursuant to this Agreement and which properly utilize such special link formats are referred to as “Tagged links.” To permit accurate tracking, reporting, and commission and referral fee accrual, your association agrees to use Tagged link formats between sites and to ensure that each of the links between sites properly utilizes agreed upon and established link formats.
  4. Your association will earn commissions with respect to sales transactions on the HK site only as they occur directly through such Tagged links. HK will not be liable to your association for commissions or fees based on transactions from other sites or should your association fail to use Tagged links.
  5. HK agrees to provide guidelines and access to graphical artwork to use in linking to the HK home page and further grants your association the nonexclusive and revocable right to use Content as defined in this agreement for the purposes of: a) identifying Your Association’s Site as an HK Associate Site and b) to promote and facilitate the sale of Human Kinetics’ publications as provided in this Agreement. Modification of graphic images or text without written permission from HK is prohibited. HK reserves all rights in graphic images, text, any other images, trademarks and trade names and all intellectual property rights therein. This limited license may be revoked at any time with written notice from HK.
  6. HK agrees to process orders placed by customers who follow tagged links from Your Association’s Site to the HK site. HK reserves the sole right to accept or reject orders, to modify prices at any time, and will be responsible for all aspects of credit card approval, order processing and all fulfillment and customer service activity related to orders placed. HK will track sales made to customers who purchase products using Tagged links and will provide standardized quarterly reports summarizing sales activity.
  7. HK will pay commissions on Product sales to third parties provided the customer follows the tagged link from Your Association’s Site to the HK site, selects and purchases the Product using the HK ordering system, accepts delivery of the Product at the shipping destination, and remits full payment. HK will not, however, pay commissions on any Products that are not purchased through Your Association’s Site’s Tagged links, even if the customer on a previous visit followed a link from Your Association’s Site to the HK Site.
  8. Your association will earn commissionable revenue according to the following schedule:
    • 10% of Net Revenues from the sales of Products occurring on the HK Site through Tagged links from Your Association’s Site.
    • After such time that sales of Products on the HK Site through Tagged links for Your Association’s Site reach a total of $10,000 Net Revenue, or 500 products, whichever happens first, HK agrees to begin paying 12% of Net Revenues at the beginning of the following HK fiscal year quarter.
  9. HK agrees to pay your association commissions on a quarterly basis. Payments will be made by check approximately 45 days following the end of each HK fiscal year quarter, for commissions earned on sales of Products shipped during that quarter, less any taxes required by law. However, if the commissions paid for any HK fiscal year quarter are less than $50.00, HK will hold that payment until the total amount due is at least $50.00 or until this Agreement is terminated. If a Product that generated a commission is returned by the customer, HK reserves the right to deduct any previously paid and corresponding commission from the next quarterly payment or bill your association for that commission.
  10. Customers who buy products through the HK Associate Program are considered customers of Human Kinetics. All established HK policies, and operating procedures concerning prices, discounts, order approval and entry, shipping, customer service, and accounts receivable practices will be in force and are subject to change at the sole discretion of HK. Because price changes may affect HK products, your association is not allowed to provide price information on HK product descriptions listed on Your Association’s Site. As such, HK does not guarantee your association the availability or price of any particular product.

Associate Program Management

  1. The term of this agreement shall be from the signature of both parties until such a time that either party shall choose to terminate. The terminating party shall provide written notice to the other. In the event of termination, your association agrees to immediately cease use of and remove all links, trademarks, logos and materials for HK products. HK agrees to forward final commission payments according to the next scheduled quarterly royalty period.
  2. Both parties agree nothing in this agreement creates any joint venture, partnership, franchise, agency, and sales representative or employment relationship. Further, each party acknowledges having no authority to make or accept any offers or representations in behalf of the other.
  3. HK makes no expressed or implied warranties or representation that the operation of
    its site will be free of interruptions or errors and cannot be held liable for the consequences of any interruptions or errors.
  4. Each party will defend, indemnify and hold the other harmless from and against any and all claims, costs, losses, damages and expenses (including reasonable attorneys’ fees) arising out of or in connection with a breach of the representations, warranties or covenants set forth in this Agreement. In no event shall either party’s aggregate liability to the other exceed the total commissions paid or payable under this agreement. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFIT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  5. This Agreement will be governed by the laws of Illinois without reference to its choice of law rules. Both parties consent to the personal jurisdiction and venue in the state and federal courts located in Champaign County, Illinois with respect to any actions, claims or proceedings arising out of or in connection with this Agreement, and agree not to commence or prosecute any such action, claim or proceeding other than in the aforementioned courts.
  6. HK retains the right to modify the terms and conditions of this agreement at any time by posting a change notice or new agreement on the HK Site. Such changes may include but are not limited to the structure, amount and schedule of commissions and payments, rules, policies and procedures. Your association understands that if such modifications are not acceptable, their sole recourse is to terminate this agreement as outlined above in paragraph 1 under Associate Program Management.


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