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Lenovo Affiliate Program Terms and Conditions
PLEASE READ THIS AGREEMENT CAREFULLY. ALL PARTICIPANTS IN THE LENOVO AFFILIATE PROGRAM MUST AGREE TO THE FOLLOWING TERMS AND CONDITIONS WITHOUT MODIFICATION OR ADDITION.
This Agreement (the “Agreement”) is between Lenovo (United States), Inc. (“Lenovo”) and the individual or entity (the “Affiliate”) applying to participate in the Lenovo Affiliate Program (the “Program”). Affiliate’s participation in Program marketing opportunities will be subject to additional terms and conditions that Affiliate must agree to in order to participate. These terms may occasionally be updated. When terms are updated, affiliates will be notified by email with a copy of the new terms. Continued participation in the program by the affiliate after receipt of these terms will constitute acceptance of the new terms.
1. Program Payout
The Lenovo Affiliate Program pays 4% commission on valid, confirmed sales to U.S. customers referred to the Lenovo Website (www.shop.lenovo.com) for purchase through a standard affiliate link. Links must be used as they are presented in the affiliate interface, not to be altered in any way. Affiliate payments are made monthly after said affiliate has met the minimum payout level of $50.00. Affiliates will not be paid unless a signed copy of their W-9 Form is on file.
2. Program Definitions
2.1 "Affiliate Product Program" means a specific program offered by a Lenovo product group for the payment of Referral Fees for a specified Conversion Event, as such terms are defined below. Affiliate may choose through the application process to participate in one or more Affiliate Product Programs.
2.2 "Affiliate Web Site" or "Affiliate's Web Site" means the Affiliate Web Site(s) that will be participating in the Program as provided in Affiliate's application and approved by Lenovo.
2.3 "Affiliated Entity" is any entity that directly or indirectly controls, is controlled by or is under common control with Lenovo or its contractor, currently Kowabunga Marketing, Inc. For purposes of this definition, "control" means direct or indirect (e.g., through any number of successive tiers) ownership of: (a) more than fifty percent (50%) of the outstanding shares having the right to vote for the election of directors or other managing authority of the subject entity; or (b) in the case of an entity which does not have outstanding shares (e.g. a partnership, joint venture or unincorporated association), more than fifty percent (50%) of the ownership interests having the right to make decisions for the subject entity.
2.4 "Conversion Event" means the specific action described in the documentation for the applicable Affiliate Product Program that will result in the payment of a Referral Fee from Lenovo to Affiliate. Without limitation, a Conversion Event does not include any fraudulent, duplicative, incomplete, or otherwise improper activity as determined by Lenovo in its sole discretion. The qualifying act that creates a conversion is the end user clicking through a Lenovo Affiliate Program Link to a page on shop.lenovo.com and purchasing a Lenovo product.
2.5 "End User" means a visitor to Affiliate's Web Site who may participate in a Conversion Event as described for a particular Affiliate Product Program.
2.6 "Links" means the applicable links for a specific Affiliate Product Program that Lenovo may provide to Affiliate to enable End Users to navigate to a Lenovo Property, all as described in the Program Descriptions for a specific Affiliate Product Program.
2.7 "Lenovo Content" means banners, text, links, datafeeds, graphics and other content provided by Lenovo for display on Affiliate's Web Site through the use of a Link. Lenovo Content may contain "cookies".
2.8 “Lenovo Property” or "Lenovo Properties" means the web sites, web pages and services owned or operated by Lenovo and any successor, similar or replacement versions of such web sites or services, regardless of whether or not marketed or promoted under the same name, and accessible via various Internet-enabled devices, including but not limited to personal computers, mobiles devices and televisions. At Lenovo's discretion, "Lenovo Properties" may also include: (i) any international or non-English language versions of these web sites or services; (ii) versions of these web sites, web pages or services that are co-branded and distributed either by Lenovo or a third party; and (iii) Lenovo software applications, services or tools, provided such software application, service or tool contains a link back to one of the foregoing Lenovo Properties.
2.9 "Program Description(s)" means a detailed description of the applicable Affiliate Product Program, including but not limited to a description of the applicable Conversion Event, the Referral Fee, and requirements for Affiliate's participation.
2.10 "Referral Fee" means the fee due from Lenovo to Affiliate after a Conversion Event takes place, according to the fee schedule for the applicable Affiliate Product Program. The Referral Fees are described in greater detail in the Program Descriptions.
2.11 "Software" means the software that may be included in the Lenovo Content provided to Affiliate including but not limited to software that may be included for tracking and reporting purposes.
3. Obligations
Following Lenovo’s acceptance of Affiliate into the Program and during Affiliate’s participation in any Affiliate Product Program offered to Affiliate, Lenovo will use commercially reasonable efforts to make available the Lenovo Content and Links associated with the particular Affiliate Product Program. Conversion Events and Referral Fees will be measured and determined solely by Lenovo and/or its contractor(s). Without limitation, Lenovo has no obligation to provide notice to Affiliate in advance of payment of Referral Fees of any fraudulent, duplicative, incomplete, or otherwise improper activity associated with Affiliate.
4. Affiliate Obligations
4.1 Conversion Events. Affiliate will comply with the terms, directions and guidelines included in the applicable Program Description or as otherwise provided by Lenovo from time to time in connection with Affiliate's placement of the Links, its display of the Lenovo Content, its use of the Software, or other activity in connection with a specific Affiliate Product Program. Except as explicitly described in this Agreement and in the applicable Program Description, Affiliate may place the Links and display the Lenovo Content on as many areas of Affiliate's Web Site as Affiliate desires. In utilizing the Links, Affiliate agrees that it will cooperate fully with Lenovo in order to establish and maintain such Links and to enable proper tracking and reporting of Conversion Events. Affiliate also agrees that it will display on Affiliate's Web Site only the Lenovo Content that is provided by Lenovo in an unmodified form, and Affiliate will substitute Lenovo Content with any new Lenovo Content provided by Lenovo from time to time throughout the term of this Agreement. Lenovo may, in its sole discretion modify the Links, the Lenovo Content, and the Software during the term of the Agreement.
4.2 Warranty. Affiliate represents and warrants as follows:
(a) All information provided in its application to the Program is true, correct, and complete.
(b) Affiliate has the full right and capacity to enter into this Agreement and (if an individual) that Affiliate is at least 18 years of age.
(c) Affiliate is not an Affiliated Entity or an employee of an Affiliated Entity.
(d) Affiliate will at all times operate Affiliate's Web Site in compliance with all applicable laws, rules, and regulations, including but not limited to the CAN-SPAM Act of 2003 and those relating to privacy and data protection.
(e) Affiliate’s Web Site and all contents thereof will at all times (i) comply with all applicable laws, statutes, ordinances, and regulations, (ii) not violate the rights of or any duty owed to any other party, and (iii) will not contain any restricted content listed in Attachment 1 to this Agreement.
(f) Affiliate will not solicit, encourage, commit, or permit any fraudulent or improper act to generate Conversion Events or Referral Fees.
5. Affiliate's Web Site
5.1 Operation. Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate's Web Site, including without limitation all costs and expenses incurred therewith. Without limitation, Affiliate will be solely responsible for the following: (a) Performing the technical operation of Affiliate's Web Site and all related equipment. (b) Ensuring the accuracy and appropriateness of materials posted on Affiliate's Web Site (including, among other things, all product-related materials). (c) Ensuring that materials posted on Affiliate's Web Site do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights. (d) Ensuring that materials posted on Affiliate's Web Site are not libelous or otherwise illegal. (e) Operating Affiliate's Web Site in compliance with applicable laws, rules, and regulations, including but not limited to the CAN-SPAM Act of 2003 and those relating to privacy and data protection.
5.2 Additional Restrictions. The pages on Affiliate's Web Site will be subject to the restrictions set forth in Attachment 1 to this Agreement; as such Attachment may be modified from time to time by Lenovo in its sole discretion
5.3 Compliance and Audit. Upon request from Lenovo, Affiliate will certify and warrant its compliance with this Agreement, the Affiliate Product Program terms, and all other terms and conditions of the Program. During the term of the Agreement and for one (1) year thereafter, Lenovo will have the right to cause a reasonable audit and/or inspection to be made of Affiliate’s applicable records and facilities in order to verify Affiliate’s certification of compliance with all terms and conditions of the Program. Any such audit will be conducted by Lenovo corporate internal audit or an independent professional selected by Lenovo. Affiliate agrees to provide Lenovo’s designated audit or inspection team access to the relevant records and facilities. Except as specified in the next sentence, Lenovo will be responsible for all costs and fees related to such audits. If such audit reveals that Affiliate has breached this Agreement, made a false or incomplete certification of its compliance, or taken any improper action to generate Referral Fees or other benefit to Affiliate, then in addition to promptly refunding any Referral Fees or other benefits receive from or on behalf of Lenovo, Affiliate will be responsible for all costs and expenses incurred by Lenovo in conducting such audit, including, but not limited to, any amounts paid to any auditor or attorney.
5.4 Indemnity. Affiliate will fully defend, indemnify and hold Lenovo, its subsidiaries, affiliates, and suppliers harmless from all claims by third parties arising out of Affiliate's participation in the Program, any violation of this Agreement, or relating to the development, operation, maintenance, and contents of Affiliate's Web Site, except to the extent that any such claims relate to the Links, the Lenovo Content, or the Software in their unmodified forms as provided by Lenovo. Affiliate will pay the amount of any adverse final judgment, award, or settlement, and all attorneys' fees and costs. Affiliate may not settle any claim without the consent of Lenovo, which may be provided in its sole discretion. At Lenovo's sole option and at Lenovo's cost, Lenovo may participate in the selection of counsel, defense and settlement of any claim covered by this Section.
5.5 Licenses. Lenovo hereby grants Affiliate a nonexclusive, revocable, personal, non-transferable license to perform and display the Lenovo Content on Affiliate's Web Site solely for the purpose of enabling End Users to view the Lenovo Content and utilize the Links. In addition, if Lenovo supplies Software to Affiliate for tracking and reporting purposes, Lenovo hereby grants Affiliate a nonexclusive, revocable, personal, non-transferable license to download, install, and use such Software solely for the purpose of providing tracking and reporting information to Lenovo.
5.6 Prohibition of incentivized traffic. Affiliates are prohibited from incentivizing customers to visit http://shop.lenovo.com.
6. Reservations and Limitations
6.1 Reservations. The Links, the Lenovo Content and the Software are protected by copyright and other intellectual property laws and treaties. Lenovo or its suppliers own the title, copyright, and other intellectual property rights in the Links, the Lenovo Content and the Software, and such Links, Lenovo Content and Software are licensed, not sold.
6.2 Limitations. Affiliate will not disassemble, decompile, or reverse engineer, the Links, Lenovo Content and Software, except and only to the extent that such activity is expressly permitted by applicable law. Affiliate will not remove or obscure any proprietary notices in the Links, the Lenovo Content and the Software.
6.3 SPAM. Affiliate will not use the Lenovo Properties to transmit, either directly or indirectly, any unsolicited bulk e-mail or unsolicited commercial e-mail. Affiliate will not use the Lenovo Properties in any way that violates the Lenovo Anti-Spam Policy. Affiliate may view the Anti-Spam Policy at privacy.msn.com/anti-spam. A breach of any part of the Anti-Spam Policy is a breach of this Agreement. Lenovo may use filtering technology or other measures in its efforts to stop unsolicited bulk e-mail and unsolicited commercial e-mail, and if Affiliate's use of the Lenovo Properties includes e-mail related services, then such filtering technology or other measures may block, either temporarily or permanently, some e-mail sent to Affiliate through the Lenovo Properties even if such e-mail does not violate the Anti-Spam Policy
6.4 Prohibitions. Affiliate will use and display the Links, the Lenovo Content and the Software only as explicitly directed by Lenovo. In addition, Affiliate will not, and will not authorize or encourage any third party to directly or indirectly take any action that may result in a Conversion Event through any automated, deceptive, fraudulent or other invalid means including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software. Any methods that artificially generate actions that may result in a Conversion Event are prohibited under this Agreement..
7. Referral Fees
7.1 Amounts. Affiliate will earn Referral Fees according to the specific Affiliate Product Program in which Affiliate is participating. Lenovo will not be responsible for the payment of any Referral Fees for invalid Conversion Events or Conversion Events that occurred as a result of any violation of this Agreement, all as determined by Lenovo in its sole discretion. Affiliate acknowledges and agrees that neither Lenovo nor its contractors makes any guarantee, prediction, or representation regarding the ability of Affiliate to generate Conversion Events or earn Referral Fees.
7.2 Payment. In order to receive payment, Affiliate will be required to provide Lenovo with the required information including for U.S. Affiliates, Affiliate's U.S. tax identification number and a fully-completed form W-9. Lenovo will pay Affiliate Referral Fees on a monthly basis provided the amount due Affiliate reaches fifty dollars (U.S. $50.00). In the event the Referral Fees due do not reach $50.00 in any given month, Affiliate will be paid after the next month during which Affiliate meets the minimum $100.00 amount. Since a Conversion Event includes the purchase of a product, Referral Fees will not be paid for any incomplete or fraudulent purchases or purchases where product is returned. Lenovo may deduct the corresponding Referral Fee from Affiliate's next payment. If there is no subsequent payment of a Referral Fee (commission), Lenovo will send Affiliate a bill for the Referral Fee. All payments will be made by check within thirty (30) days of the end of the month or the quarter, as applicable.
7.3 Account Charges. Affiliate is solely responsible for providing and maintaining accurate contact and payment information associated with Affiliate's account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from a newly issued payment. In the event Lenovo is unable to locate Affiliate for the payment of Referral Fees after using reasonable efforts, Lenovo may retain the Referral Fees in accordance with applicable law. Lenovo may charge a reasonable fee for account maintenance against such Referral Fees up until there are no longer any Referral Fees remaining.
7.4 Taxes. Each party will be responsible for billing, collecting and remitting sales, use, value added, and other comparable taxes due with respect to (or incurred in connection with) the sale or license of such party's goods or services. Neither party is liable for any taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the sale of the other party's goods or services.
7.5 Reporting. Each payment of Referral Fees will include a report showing sufficient information as determined by Lenovo to show the calculation of the Referral Fees. In addition, Lenovo may make various reports available to Affiliate at a designated URL.
7.6 Disclaimer. Lenovo's calculation of the Reporting Fees will be based upon reports available to Lenovo. The reports available to Lenovo may contain discrepancies from the reports available to Affiliate, due to the stage at which the report is received, technology related issues, or other reasons. LENOVO'S PAYMENTS WILL BE BASED ON THE CONVERSION EVENT REPORTING AVAILABLE TO LENOVO, AND LENOVO WILL HAVE NO LIABILITY FOR ANY DISCREPANCIES BETWEEN THE INFORMATION AVAILABLE TO AFFILIATE AND THE INFORMATION AVAILABLE TO LENOVO. Lenovo will have no obligation to provide notice to Affiliate in the event that any Links, Lenovo Content, or Software are not being displayed on the Affiliate Website or are not functioning properly.
8. Term and Termination
The term of this Agreement will begin upon Lenovo's acceptance of Affiliate's application and will end when terminated by either party. Either Affiliate or Lenovo may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Affiliate is only eligible to earn Referral Fees during the effective term. Sections 1, 4.3, 4.4, 5, 7, 8, 11, 12, 13, 14, and 15 will survive any termination of this Agreement.
9. Relationship of Parties
Affiliate and Lenovo are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Affiliate will have no authority to make or accept any offers or representations on Lenovo's behalf. Affiliate will not make any statement, whether on Affiliate's Web Site or otherwise, that reasonably would contradict anything in this Section 8.
10. Modification
Lenovo reserves the right to change the terms and conditions of the Program and this Agreement at any time and in its sole discretion, by posting a change notice or a new form Agreement on this Web Site. Modifications may include, for example, changes in the scope of available Referral Fees, fee schedules, payment procedures and Program rules. Affiliate is responsible for regularly reviewing the terms and conditions of the Program and this Agreement. Affiliate's continued participation in the Program, including if applicable, by using the Links and the Lenovo Content on Affiliate's Web Site, constitutes its acceptance of and agreement to such changes.
11. Additional Terms
A specific Affiliate Product Program may contain additional terms (for example, codes of conduct or guidelines) that relate to the applicable Affiliate Product Program. If any terms contained in this Agreement conflict with any terms applicable to a particular Affiliate Product Program, then the terms in Affiliate Product Program will control. Lenovo may determine in its sole discretion which Affiliate Product Programs are offered to Affiliate.
12. NO WARRANTY
LENOVO MAKES NO WARRANTY. LENOVO PROVIDES THE AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO THE LINKS, THE LENOVO CONTENT, THE SOFTWARE, AND THE APPLICABLE LENOVO PROPERTIES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH AFFILIATE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LENOVO, ITS AFFILIATES, SUPPLIERS AND PROVIDERS (EACH A "LENOVO PARTY") MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. LENOVO, ITS AFFILIATES, SUPPLIERS AND PROVIDERS DISCLAIM ANY ANDALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE AFFILIATE PROGRAM, INCLUDING, BUT NOT LIMITED TO THE LINKS, THE LENOVO CONTENT, THE SOFTWARE, AND THE APPLICABLE LENOVO PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE.
13. LIABILITY LIMITATION; AFFILIATES EXCLUSIVE REMEDY
IN NO EVENT WILL ANY LENOVO PARTY BE LIABLE FOR ANY DAMAGES GREATER THAN THE AMOUNT PAID IN REFERRAL FEES HEREUNDER. IN ADDITION, IN NO EVENT WILL ANY LENOVO PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR AFFILIATES PARTICIPATION IN THE AFFILIATE PROGRAM, EVEN IF SUCH LENOVO PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER SECTION 12 IS INDEPENDENT OF AFFILIATE'S EXCLUSIVE REMEDY PROVIDED BELOW AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (i) BREACH OF CONTRACT, (ii) BREACH OF WARRANTY, (iii) NEGLIGENCE, OR (iv) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF AFFILIATE IS DISSATISFIED WITH THE AFFILIATE PROGRAM, THE LENOVO CONTENT, THE LINKS, OR THE SOFTWARE, OR AFFILIATE DOES NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR AFFILIATE HAS ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY LENOVO PARTY WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, THEN AFFILIATE'S SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT.
14. ADDITIONAL LIABILITY LIMITATION
WITHOUT LIMITATION, AFFILIATE ACKNOWLEDGES AND AGREES THAT LENOVO IS NOT RESPONSIBLE OR LIABLE FOR (i) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT AFFILIATE'S ACCESS TO OR USE OF THE LENOVO PROPERTIES, (ii) ANY INCOMPATIBILITY BETWEEN THE LENOVO PROPERTIES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (iii) ANY DELAYS OR FAILURES AFFILIATE MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE LENOVO PROPERTIES IN AN ACCURATE OR TIMELY MANNER. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE AFFILIATE OF ANY MANDATORY PROTECTIONS PROVIDED TO AFFILIATE UNDER APPLICABLE LAW.
15. Mandatory Arbitration
Any dispute arising out of or relating to this Agreement, including the breach, termination or validity thereof, will be finally resolved by arbitration in accordance with the CPR Rules for Non-Administered Arbitration then currently in effect, by a sole arbitrator. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration will be Raleigh, N.C. , USA. The statute of limitations of the State of North Carolina, U.S.A. applicable to the commencement of a lawsuit will apply to the commencement of arbitration hereunder. The arbitration award will be given in writing and will be final and binding on the Parties, not subject to any appeal, and will deal with the question of costs of arbitration and all related matters. All disputes referred to arbitration (including the scope of the agreement to arbitrate, any statute of limitations, set-off claims, conflict of laws rules, tort claims and interest claims) will be governed by the substantive law of North Carolina. The arbitrator will decide any dispute in accordance with the law governing this Agreement, including equity, and may order specific performance, injunctions and other equitable remedies. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) will not be disclosed beyond the arbitrator, the parties, their counsel and any person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise.
16. General
16.1 Publicity. Affiliate agrees that Lenovo may use its name and logo in press releases, presentations, marketing materials, customer lists, financial reports, and listings of Affiliates. Affiliate may use Lenovo's name and logo only as expressly authorized by Lenovo.
16.2 Information. Each party will own, and have sole control of, all information collected by it from the end users of its Web Sites.
16.3 Independent Contractors. The Parties are independent contractors with respect to each other hereunder, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, an agency relationship or a joint venture between the Parties.
16.4 Third Parties. Lenovo may use the services of third parties to perform any or all of its obligations hereunder.
16.5 Governing Law. This Agreement will be governed by the laws of the State of Delaware, without reference to conflict of laws principles. Affiliate hereby irrevocably consents to the exclusive jurisdiction and venue of state or federal courts in Wake County, North Carolina, USA in all disputes arising out of or relating to this Agreement."
16.6 Assignment. Affiliate may not assign this Agreement, or assign, transfer or sublicense any of its rights hereunder.
16.7 Interpreting the Agreement. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Except as expressly stated herein, this Agreement constitutes the entire agreement between Affiliate and Lenovo with respect to the Program and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Affiliate and Lenovo with respect to the Program. The section titles in the Agreement are solely used for the convenience of the Parties and have no legal or contractual significance.
16.8 Acceptance Required. Affiliate's participation in the Program is subject to Lenovo's acceptance of Affiliate's registration application and to Affiliate's continued compliance with the terms and conditions of this Agreement.
16.9 Attorneys' Fees. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs and other expenses.
Attachment 1
Prohibited Trademark Terms for Keyword Bidding
We have established a list of “Trademarked Terms” which are prohibited for use
as keywords in Pay per Click advertising when promoting the
Lenovo Affiliate
Program. The best method for avoiding these terms, especially in broadmatch
is to itemize the content of the list below as
“Negative Keywords”. In the
instance that affiliates are found to be bidding on
these terms, they may be
suspended from the Lenovo Affiliate
Program, and related conversions may be
declined.
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Attachment 2
Restrictions on Content
The pages on Affiliate's Web Site will not contain
the following content:
· Guns
· Nudity and pornography
· Illegal activity, including, but not limited to, illegal gambling or illegal contests, pyramid schemes or chain letters.
· Potentially defamatory, slanderous, libelous or hate content
· Profanity
· Violations of a third party's intellectual property rights
(including trademark or copyright infringement), or rights
of
publicity or privacy.
· Misleading or fraudulent content
Attachment 3
Prohibited Trademark Terms for Use in Affiliate
Domains
We have established a list of “Trademarked Terms” which
are prohibited for use in affiliate domains when promoting
the Lenovo
Affiliate Program theough the Kowabunga Affiliate
Program. In the instance that affiliates are found to be
using source domains
with
these terms, they will be suspended
from the Lenovo Affiliate Program, and related conversions
will
be declined.
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