University Subscription Service Affiliate Agreement Operating Agreement

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the University Subscription Service Agent Affiliate Program (the "Program") which is administered by University Subscription Service (USS). As used in this Agreement, "we" means the Company, and "you" or "Affiliate" means the applicant. "Site" means a World Wide Web site and, depending on the context refers either to USS's site or to the site(s) or e-mail messages that you will link to our site.


1. Enrollment in the Program
To begin the enrollment process, you will submit a complete USS Affiliate Application to participate in the Program via our site, and will receive immediate conditional acceptance and a unique Agent Code. We will then evaluate your application in good faith and will notify you if there is need for rejection. We may reject your application at any time if we determine (at our sole discretion) that your site is unsuitable for the Program for any reason, including, but not limited to, if your site includes images or content that promotes sexually obscene materials, promotes violence, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promotes illegal activities, or violates intellectual property rights and/or copyrights or trademarks.

If we reject your application, you are welcome to reapply to the Program at any time. If we accept your application and your site is later determined (at our sole discretion) to be unsuitable for the Program based on, but not limited to the same criteria listed above, we may terminate this Agreement.


2. Links on Your Web Site or E-mail Messages
Upon acceptance of your USS Affiliate Application, we will provide you with guidelines and graphical artwork, including banner advertisements, button links to our site and/or a textlink to our site to use in linking to our site, which will include USS's logo and words identifying USS. Each of these graphic and text links will herein be referred to as "Links" or individually as a "Link" and are subject to the terms and conditions of this Agreement. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. A Link may only be modified with our consent and will in no way alter the look, feel, or functionality of our site. We have the right to monitor your site at any time to determine if you are in compliance with the terms of this Agreement. In addition, spamming or other improper use of Links to our site in your e-mail messages to sell our magazines is not acceptable and may result in termination of this Agreement.


3. Order Processing
We will process all magazine orders placed by customers who follow the Links from your site to the USS site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish (such as, but not limited to, false names and/or addresses, prank orders, etc.). We will be responsible for all aspects of order processing and fulfillment, including, among other things, order entry, processing payments, cancellations, and customer service requests. We will track sales made to customers who purchase magazines using Links from your site to our site and will send you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted with your unique Agent Code.


4. Commissions
We will pay you the Affiliate Agent Commission Rate (defined in 4c.) on all Qualifying Magazine sales (defined in 4a.).

a. Qualifying Magazine Sale for the Affiliate Agent Commission Rate: For a magazine sale to generate a commission at the Affiliate Agent Commission Rate, the customer must follow an Affiliate Link (in the format specified by USS) from your site to the uss.com site; purchase the magazine via our site; and remit full payment to us. Any additional magazines that are added to a customer's Shopping Cart after the customer has reentered our site directly (and not via your Affiliate Link), will not qualify for the Affiliate Agent Commission Rate.

b. Exclusive Multi-Magazine Link: You agree that you will not (directly or indirectly) allow any other person or entity to sell multi-magazine or multi-national newspaper subscriptions on your site or link their site to yours in connection with the sale of multi-magazine or multi-national newspaper subscriptions. Multi-magazine and multi-national newspaper subscriptions are defined as any offer or link to a website that offers more than one magazine or national newspaper.

c. Affiliate Agent Commission Rate: You will earn the Affiliate Agent Commission Rate based on the sale price of Qualifying Magazines (as defined above), at the commission rate established by USS. "Sale price" means the sale price listed on our USS.com site. The Affiliate Agent Commission Rate is 20% on all paid Qualifying Magazine Sales for affiliates maintaining USS as the Exclusive Multi-Magazine Link on their web site.


5. Commission Payment
USS will pay you commissions on a monthly basis. Approximately 30 days following the end of each month, we will send you a check for the commissions earned on Qualifying Magazine subscriptions that were purchased during that quarter (less any taxes that we are required by law to withhold). However, if the commissions payable to you for any calendar quarter are less than $20.00, we reserve the right to hold those fees until the total amount due is at least $20.00 or (if earlier) until this Agreement is terminated. If a Qualifying Magazine subscription that generated a commission is canceled by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, USS will send you a bill for the cancelled commission amount and you will reimburse USS promptly for that amount.


6. Policies and Pricing
Customers who buy magazines through this Program will be deemed to be customers of USS. Accordingly, all USS rules, policies, and operating procedures concerning customer orders, customer service, and magazine sales will apply to those customers. We may change our policies and operating procedures at any time and without notice. We will determine the prices to be charged for magazines sold under this Program in accordance with our own pricing policies. Magazine prices and availability may vary from time to time. Because price changes may affect magazines that you already have listed on your site, you may not include price information in your magazine descriptions without our prior authorization. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular magazine.


7. Non-Exclusive Limited License
All images, trademarks, service marks, product names, company names, or logos appearing on the USS web site, other than the Licensed Materials owned by USS, are the property of their respective owners. Any use of such images, trademarks, service marks, product names, company names, or logos, including the reproduction, modification, distribution, or republication of same, without the prior written permission of the owner of same, is strictly prohibited.

We grant you a non-exclusive, non-transferable, revocable right to use the approved USS images and graphics, solely for the purpose of selling magazines on your site for USS in accordance with our Affiliate Program. Pursuant to this license, you may not reproduce, modify, distribute, or republish any of the approved images and graphics, except as permitted pursuant to this Affiliate Operating Agreement. The license shall terminate upon the effective date of the expiration or termination of this Agreement.


8. Responsibility for Your Site

You 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, creating and maintaining links to USS on your site, and the accuracy and appropriateness of materials posted on your site (including, among other things, all magazine-related materials), ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.


9. Term of the Agreements

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commissions on sales of Qualifying Magazines 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.


10. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time, without prior notice and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available commissions, payment 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 SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.


11. Relationship of Parties

You and we 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.


12. Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we 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 commissions paid or payable to you under this Agreement.


13. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any magazines 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 our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.


14. 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 SET FORTH IN THIS AGREEMENT.


15. Miscellaneous
This Agreement will be governed by the laws of the United States and the State of Illinois, 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 DuPage County, IL and you irrevocably consent to the jurisdiction of such courts. You 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 enforceable against the parties and their respective successors and assigns. 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

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


University Subscription Service

By:_____________________ By: _____________________

Title: ___________________ Title:____________________

Date___________________ Date____________________