AGREEMENT and the referred materials contain the complete terms and conditions
that apply to an individual or entity's participation in Disney's Blast
Affiliate Program (the "Program"). This Agreement is made and
entered into between Buena Vista Internet Group, a California corporation,
and you. As used in this Agreement, "we/us/our" means Buena
Vista Internet Group and "you" means the applicant. "Site"
means a World Wide Web site. .
1.ENROLLMENT IN THE PROGRAMS
begin the enrollment process, you need to submit a complete Program application
will evaluate your application in good faith and will notify you of your
acceptance or rejection. We may reject your application for any reason
whatsoever, including, but not limited to our determination (in our sole
discretion) that your Site is unsuitable for the Program. Unsuitable Sites
include, but are not limited to, those that: (a) contain or link to nudity
or pornography or promote sexually explicit materials; (b) promote violence;
(c) promote discrimination based on race, sex, religion, nationality,
disability, sexual orientation, or age; (d) promote illegal activities;
(e) infringe intellectual property rights of ours, or any third party
or otherwise violate the rights of any third party: (f) contain in our
sole judgement material that is defamatory, fraudulent, or harassing to
us or any third party; or (g) promote the use of any pyramid or similar
we accept your application, we will provide you with access to our affiliate
Site ("Affiliate Gateway"). If we reject your application, you
are welcome to reapply to the Program at any time.
2. LINKS ON YOUR SITE
ICONS AND HOME PAGE LINKS. You may select any one or more graphics offered
on the Affiliate Gateway ("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
the code provided. You may NOT "hard" code image(s) on your
site. You may not modify any of our icons, content, tools, text, trademarks,
logos or any of our images (collectively "Images") in any way.
each selected Icon, we will provide an electronic link to our site using
an Affiliate URL provided by us (a "Link"). It is your sole
responsibility to set up and maintain the electronic Link connecting your
Site to the appropriate page on our Site designated for that particular
Icon, and ensure that the electronic Link is in good and working order.
may only display discount(s) and other Disney's Blast coupons on your
site that are (1.) sent directly to you by us, or (2.) are made available
to you on disney.go.com/disneyaffiliates
ONLY. You may NOT display a Disney's Blast discount or other coupons on
your site that you receive from any other source, to do so will be reason
acknowledge and agree that (i) the Links, Icons, Images, Search Boxes
or any other material provided to you by us
for inclusion on your Site may include Disney’s Blast trade name,
trademark, service mark and/or logo (the "Disney’s Blast Brand Features"),
(ii) you have no right to alter or modify such Disney’s Blast Brand Features
(iii) you will not use or display Disney’s Blast Brand Features or any
of the other Images in any manner that is defamatory, misleading, libelous,
obscene or otherwise potentially damaging to the reputation of Disney’s
Blast or the goodwill associated with Disney’s Blast Brand Features.
will process product orders placed by customers who follow any Links from
your Site to Disney's Blast Site. We reserve the right to reject orders
that do not comply with any requirements that we periodically may establish.
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 using Links from your site to our Site
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 at 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
4. REFERRAL FEES
will pay you fees for completed forms, to certain customers as defined
below. For a product sale to generate a Referral Fee, a customer must
follow a Link (in the format specified by us) from your Site to the Disney's
Blast Site and complete a registration form, and where applicable remit
full credit card approved payment to Disney's Blast. We will not, however,
pay Referral or other fees on any products that are subsequently purchased
after the customer has reentered Disney's Blast (other than through a
Link from your Site), even if the customer previously followed a Link
from your Site to the Disney's Blast Site. Products that are entitled
to earn Referral Fees under the rules set forth above are hereinafter
referred to as "Eligible Products."
will earn Referral Fees based on the Sale Price of Eligible Products (as
defined above) or complete forms according to fee schedules to be established
by us (and which we retain the absolute right to modify at any time) "Sale
Price" means the sale price listed in our catalog for each product
that we sell or the subscription price of a Disney's Blast membership.
The Sales Price shall not include costs for shipping, handling, gift-wrapping
(where and when applicable), and/or taxes.
5. FEE AMOUNT
fees for completed registration forms from the Disney's Blast site earned
pursuant to Section 4 shall equal $5.00 per completed form. At our sole
discretion, we may establish other special referral fees or commission
rates with respect to certain promotions.
6. FEE SCHEDULE
will pay you Referral Fees on a calendar monthly basis. Within sixty (60)
days following the end of each calendar month, we will send you a check
(or at our discretion, by electronic transfer to your bank account) for
the Referral Fees earned on Eligible Products that were shipped during
that month, less any taxes that we are required by law to withhold. However,
if the fees payable to you for any calendar month are less than twenty-five
dollars ($25.00), we may withhold those fees until the total amount due
is at least twenty-five dollars ($25.00) 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
quarterly payment. If there is no subsequent payment, we will send you
an invoice due in ten (10) days for the canceled Referral Fee.
7. POLICIES AND PRICING
parties who buy products through this Program will be deemed to be customers
of Disney’s Blast ("Customers"). Accordingly all Disney’s Blast
rules, policies, and operating procedures concerning customer orders,
customer service, and product sales will apply to those Customers. We
may change our policies and operating 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
8. IDENTIFYING YOURSELF AS DISNEY'S
BLAST AFFILIATE NETWORK MEMBER
will make available to you a small graphic image that identifies your
Site as a Program participant. You will display this logo or the phrase
"In association with Disney" somewhere on the "home page"
of your Site. The logo or phrase may be linked to the following message,
at your option:
"Disney's Blast is pleased to have [sponsoring
Web Site name] as a member of our Disney's Blast Affiliate Network."
may modify the text or graphic image of this notice from time to time.
9. LIMITED LICENSE
grants you a limited, nonexclusive, non-transferable, worldwide revocable
right to use the Icon and message described in Section 8 and such other
Icons and Images for which Disney grants express written permission, solely
for the purpose of identifying your Site as a Program participant and
to assist in generating product sales. You may not modify any icon, content,
tool, text, trademark, or any of our images in any way. Disney reserves
all rights in the icons, the messages, any other images, trade names and
trademarks, and all other intellectual property rights. Disney may immediately
revoke your license at any time and for any reason upon giving you oral,
written or electronic notice.
hereby acknowledge and agree that Disney will 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 Disney Customer who enters Disney’s Blast Site from
a link from your ("Affiliate Customers") and (ii) any information
regarding click-through rates or product purchase by Affiliate Customers
("Sales Information"). Subject to the terms and conditions of
this Agreement, Disney grants you a limited worldwide, non-exclusive royalty-free
license to use the Sales Information to the extent necessary to fulfill
your obligations under this Agreement or for your internal research purposes.
You agree not to disclose any Sales Information or Affiliate Customer
contact information to any third party without Disney's prior written
10. RESPONSIBILITY FOR YOUR SITE
will be solely responsible for the development, operation, and maintenance
of your Site and for all materials that appear on your Site, including,
but not limited to, the technical operation of your Site and all related
equipment; posting Icons on your Site and linking those Icons to our Site;
the accuracy and appropriateness of materials posted on your Site (including
but not limited to all product-related materials); ensuring that materials
posted on your 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) ensuring that materials posted
on your Site are not libelous, in violation of any provision of this Agreement
or otherwise illegal or unlawful
ACCURACY AND LEGALITY OF ALL PRODUCT EFFICACY CLAIMS: YOU MAY NOT MAKE
SPECIFIC CLAIMS REGARDING THE EFFICACY OF ANY PRODUCT. IF YOU MAKE UNSUBSTANTIATED
PRODUCT CLAIMS WITH RESPECT TO PRODUCTS WE SELL, YOUR MEMBERSHIP IN THE
PROGRAM MAY BE TERMINATED IMMEDIATELY UPON NOTICE.
disclaim all liability for the matters stated in this Section 10.
Further, you will indemnify and hold us harmless from all claims, damages,
and expenses (including, without limitation, attorneys fees) relating
to the content development, operation, maintenance, and contents of your
Site or any breach of your obligations under this Agreement.
11.TERM OF THE AGREEMENT
term of this Agreement will begin upon our acceptance of your Program
application and will end when terminated by either party. Disney or you
may terminate this Agreement at any time and for any reason, with or without
cause, by giving the other party written or electronic notice of termination.
You are only eligible to earn Referral Fees on sales occurring during
the term of this Agreement, and fees earned through the date of termination
will remain payable only if the related orders are not canceled or returned.
We may withhold your final payment for a reasonable time to ensure that
the correct amount is paid. Upon termination of this Agreement, (i) all
licenses hereunder shall terminate, (ii) you shall immediately remove
any links, icons, search boxes, or any other Disney intellectual property
or Disney brand features from your Site and (iii) section 14, 15, and
20 and this section will survive such termination.
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 Gateway Site. Modifications may include,
but are not limited to, changes in Referral Fees, fee schedules, payment
procedures, and Program rules. 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.
13.RELATIONSHIP OF PARTIES
and Disney 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.
14.LIMITATION OF LIABILITY
will not 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, even if we or any of our representatives have
been advised of the possibility of such damages. Further our 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.
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 Affiliate Gateway Site, Disney’s Blast 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.
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.
17. IDENTIFICATION OF AFFILIATES
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.
18.NON-ASSIGNMENT AND SUCCESSORS
may not assign this Agreement, by operation of law or otherwise, without
our prior written consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of, and be enforceable against,
the parties and their respective successors and assigns.
19.SCOPE OF AGREEMENT.
Agreement 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.
Agreement will be governed by the laws of the United States and the state
of California 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 Los Angeles County, California, and you irrevocably
consent to the jurisdiction 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.
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 Disney's Blast at email@example.com
or by Facsimile to (818-623-3569 or by United States
mail to Disney's Blast Affiliate Program, 5161 Lankershim Blvd.
North Hollywood, CA 91601 or if to you at the email address designated
on your Application.
the person entering into this Agreement is acting on behalf of his or
her company or organization, such person hereby represents to Disney 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
Disney from any and all claims, damages and expense (including without
limitation attorney’s fees) arising from any breach of this section.
© Disney. All rights reserved.