Longitude Partner Agreement

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Longitude Partner Agreement

This Agreement sets forth the complete terms and conditions that apply to participation in the Longitude Partner program. As used in this Agreement, "Longitude" means Longitude and "you" means the applicant. "Longitude Site" means longitudebooks.com, Longitude’s site on the World Wide Web, and "your site" refers to the World Wide Web site that you will link to Longitude’s site.

1. Becoming a Partner

To become a Partner, you must register with Longitude by completing the application. Your submission of the application constitutes your agreement that you have read and agreed to all of the terms and conditions contained in this Agreement. If Longitude accepts you as a Partner, you will receive an e-mail confirmation within ten business days containing your site code which will make it possible for you to place links on your site that Longitude can track.

2. Your Obligations

Using your site code you will establish links on your site to the Longitude site. You will be solely responsible for the development, operation and maintenance of your site as well as for all materials appearing on it. Your responsibilities include without limitation all aspects of the technical operation of your site (including the proper formatting of links so as to permit tracking of sales) and ensuring that the content of your site does not violate or infringe the rights of any third party. Longitude disclaims all liability for these matters and you shall indemnify and hold harmless Longitude from and against all damages, claims and expenses relating to them.

3. Longitude’s Obligations

Longitude will handle all customer services, including the taking, processing and fulfillment of orders, for customers who follow links from your site to the Longitude site or who otherwise place an order with Longitude as a result of your referral. Longitude will be responsible for tracking all sales that come from links on your site. You will receive a book credit of $0.75 for the sale of each item (book or map) placed during a session that originated from such a link. The same credit shall apply to orders placed by telephone, mail or fax provided you are clearly identified by the customer as a Longitude Partner. (No credit will be given for any item returned by the purchaser.) You will receive a statement setting forth your credit at the end of each calendar quarter for which credited sales equaled a minimum of 20 items (i.e. a credit of $15.00). Credits can be used to purchase any item sold by Longitude. Credits earned may be carried over from quarter to quarter. For any quarter in which you qualify to receive a credit statement, you shall be entitled to purchase additional books. No credits will be earned on items purchased by you at discount. Book credits carry no cash value and may not be applied against outstanding balances due with Longitude, and may not be redeemed for cash.

4. Term of the Agreement

The term of this Agreement will commence upon Longitude’s acceptance of your application and will continue until terminated. Either party may terminate this Agreement at any time by written notice, which may be given by e-mail, to the other party.

5. Modification

Longitude shall have the right at any time to change or modify the terms and conditions of this Agreement or to impose new conditions. Such changes, modifications or additions shall be effective immediately upon notice thereof, which may be given by any means including by posting on the Longitude site. The absence of notice of termination by you will constitute your binding acceptance of the change, modification or addition.

6. Relationship of Parties

You and Longitude are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You do not have the right to accept any offers on behalf of Longitude or to act for or bind Longitude in any manner, and you shall not make any statement, whether or not on your site, to indicate otherwise.

7. Limitation of Liability

In no event will Longitude be liable for any indirect, special, or consequential damages arising in connection with this Agreement, your role as a Partner or any item sold under this Agreement.

8. Disclaimers

Longitude makes no express or implied warranties or representations with respect to any item sold pursuant to this Agreement or with respect to the operation of the Longitude site.

9. Content

You acknowledge that the Longitude site contains information, data, graphics and other material protected by copyrights and trademarks and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. As a Partner you may use any of these materials, provided that any use by you of these materials shall include a link to the Longitude site and/or Longitude ordering information, which shall include the Longitude name, phone number and web address.

10. Miscellaneous

This Agreement is governed by the laws of the United States and the State of Minnesota, applicable to agreements made and wholly performed therein. The federal or state courts located in Minneapolis, Minnesota shall have sole jurisdiction over any action arising under this Agreement, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of Longitude. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective, successors and permitted assigns. Longitude‘s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce the same or any other provision of this Agreement.



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