Affiliate will post links (BFLinks) on its site using the URLCode specified in the Engagement. The position of the BFLinks on Affiliate's site shall comply with any requirements specified herein, but otherwise will be in the discretion of Affiliate. Balkanfolk may remove, alter, or modify any URLCodes at any time in its sole discretion. Affiliate agrees to promptly update any affected URLCodes on its site. Affiliate shall not, and shall not permit or assist any other party to, modify all or any part of any URLCodes or make copies of all or part of any URLCodes, except as may be expressly and clearly permitted by this Agreement.
Affiliate agrees not to make any representations, warranties or other statements concerning Balkanfolk, Balkanfolk's sites, any of Balkanfolk's products or services, or Balkanfolk's site policies, except as expressly authorized in a specific Engagement.
Visitors who link to Balkanfolk's site through URLCode on Affiliate's site shall experience Balkanfolk's site exactly as if they had accessed it directly from their browsers. Without limitation of the foregoing, Affiliate shall not "frame" users' access of Balkanfolk's site in any manner, including without limitation, with advertisements, branding or other material. Additionally, Affiliate shall not transmit any so-called "interstitials" or "pop-ups" to customers from the time the customer clicks on a URLCode until such time as the customer has fully exited Balkanfolk's site (i.e., no page from Balkanfolk's site or any Balkanfolk content or branding is visible on the customer's screen).
Affiliate shall not, and shall not permit any companies with links on Affiliate's site to, offer for sale any pornographic or adult-themed material, get rich quick schemes, or gambling. Except and only to the extent specifically set forth in this Agreement, Affiliate shall not acquire any right under this Agreement to use the URL Mark or the name Balkanfolk in any advertising, publicity, or promotion; to express or to imply any endorsement of Affiliate's products or services; or in any other way.
Each distinct visitor clicking through a URLCode and registering into Balkanfolk's site in seven days period after his first visit shall be considered as Affiliate's customer. Commissions will be paid to the Affiliate for each purchase at Balkanfolk made by this visitor by the end of the agreement.
Balkanfolk agrees to pay Affiliate, on a monthly basis, a referral fee, through and under the terms specified herein.
Balkanfolk gives the following commissions to Affiliates:
Participance in Balkanfolk workshop - 10%
CD Folk Music, CD Orthodox Music - 7%; Video Tapes, Souvenirs, Books and Guides, Gifts - 5%; Folklore Costumes, Children's Costumes, Musical Instruments, Gallery, Icons, T-shirts, Flags and Carpets - 3 %; Download - 2%
Payment will be made once there has been an accrual of over $50 in referral fees.
Balkanfolk shall have the sole right and responsibility for processing all orders made by customers. Affiliate acknowledges that all agreements relating to sales to customers shall be between Balkanfolk and the customer.
Ownership and Licenses
Balkanfolk is the exclusive owner of the URLCode, any trademarks, trade names, service marks and logos therein (the "Trademarks"), and any trademark incorporating all or any part of the Trademarks. Without limiting the foregoing, Affiliate hereby assigns to Balkanfolk all right, title and interest in the Trademarks, together with the goodwill attaching thereto that may inure to Affiliate in connection with this Agreement or from its use of the Trademarks hereunder.
Except as expressly set forth herein, Balkanfolk does not grant Affiliate any right or license in the URLCode, the Trademarks, Balkanfolk's sites, any Balkanfolk merchandise or any portion of any of the foregoing (collectively "Balkanfolk Properties"). Balkanfolk retains all right, title and interest in the Balkanfolk Properties, and all materials related to the foregoing, including without limitation, all copyright, trade secret, trademark and other intellectual property rights therein. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the Balkanfolk Properties.
Affiliate will not, nor will it encourage or assist a third party to, register or attempt to register as a copyright, trademark, service mark, design patent or industrial design any Balkanfolk Properties, or derivations or adaptations thereof, or any work, symbol or design which is so similar thereto as to suggest association with or sponsorship by Balkanfolk or any Balkanfolk affiliate. In the event of any breach of the foregoing, Affiliate agrees, at its sole expense and at Balkanfolk's request, immediately to terminate the unauthorized registration activity and promptly to execute and deliver, or cause to be delivered, to Balkanfolk such assignments and other documents as Balkanfolk may require to transfer to Balkanfolk all rights to the registrations, patents or applications involved. Affiliate will not, nor will it encourage or assist a third party to, challenge the validity or ownership of any patent, copyright, trademark, or other intellectual property registration of Balkanfolk or any Balkanfolk affiliate.
Balkanfolk grants Affiliate a revocable, nonexclusive, nontransferable license, without right of sublicense, to use and reproduce the URLCode on Affiliate's site solely for the purpose of creating BFLinks pursuant to the Engagement.
Balkanfolk shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting Balkanfolk's sites ("Customer Data") which is collected by Balkanfolk, including without limitation, customers who access Balkanfolk's sites through BFLinks, and Affiliate shall have no right to return, collect or use any Customer Data.
The Engagement shall commence on the date Balkanfolk confirms in e-mail its acceptance of Affiliate's acceptance of the applicable offer and shall automatically terminate on the date set forth in the Engagement unless otherwise extended on the parties' mutual agreement.
Either party may terminate this Agreement at any time, for any reason, provided that it provides written notice via designated e-mail address of such termination to the other party. Balkanfolk shall have the right to terminate
this Agreement immediately, upon a breach of any obligation hereunder by Affiliate.
Upon the expiration or termination of this Agreement for any reason, Affiliate shall immediately remove all BFLinks from its site and cease all use of the URLCode; Affiliate shall immediately destroy all copies of and erase all URLCode from all computer memories and storage devices within its possession or control; all rights herein granted shall revert to Balkanfolk.
Representations and Warranties
Balkanfolk further represents and warrants that the URLCode is owned or licensed by Balkanfolk and does not violate or infringe any right of privacy or publicity or any copyright, trademark, patent or other intellectual property right, or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any third party.
This Agreement and the Engagement constitute the complete, final and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the parties concerning the subject matter hereof.
This Agreement, the Engagement and the rights, duties and obligations of Affiliate under the foregoing are personal to Affiliate and may not be assigned, delegated or otherwise transferred, whether by operation of law or otherwise, without the prior written consent of Balkanfolk. Any attempted assignment, delegation or other transfer by Affiliate in violation of this Section shall be void and shall constitute a material breach of this Agreement.
This Agreement shall be governed by the laws of the Republic of Bulgaria applicable to contracts entered into and to be performed entirely within the Republic of Bulgaria. The parties agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the Republic of Bulgaria. The parties hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.