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This Agreement contains all of the terms and conditions between Romanian Star, Inc. ("Romanian Star"), and the individual or organization (the "Affiliate") participating in the The Romanian Internet Link Reference.
In this Agreement, "we" and "us" means Romanian Star, and "you" means the Affiliate participating in the Program. "The Romanian Internet Link Reference Web Site" or "Our Site" means the web site located at http://www.romstar.com/first, and "Your Site" means the web site upon which you establish the Links to as part of this Program.
Join the The Romanian Internet Link
To enroll, you must submit a properly completed application via Our Site. We will evaluate your application in good faith and will timely notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that Your Site is unsuitable for the Net.
In our view Your Site may be thought by us to be unsuitable if it:
a. contains, promotes or links to sexually explicit or violent material;
b. contains, promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
c. contains, promotes, depicts or links to unlawful material, including but not limited to, materials that may violate another's intellectual property rights;
d. contains, promotes, depicts or links to a site that provides information or promotes illegal activity;
e. for any other reason that is considered by us to be unsuitable.
In this regard we reserve the right to conclude that Your Site is unsuitable in accordance with our standards without any duty to prove our opinion or suspicion .
Promotion of Our Affiliate Relationship
As an Affiliate, we will make available to you all hyper links ("Links") necessary to promote and offer the “The Romanian Internet Link Reference” Services, which, subject to the terms and conditions hereof, you may display as often and in as many areas on Your Site as you desire.
You are solely responsible for ensuring that the content of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity, below, will protect us if you do so.
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our prior written consent.
Licenses and Use of the The Romanian Internet Link Reference Logos and
a. We grant you a non-exclusive, non-transferable, revocable right:
- to access Our Site solely in accordance with the terms of this agreement ,
- to use our logos, trade names, trademarks and similar identifying material relating to us wich you may not alter, modify or change in any way.
You shall not use the identifying material relating to us in any manner that portrays us in a negative light. We reserve all of our rights in our identifying material. We, in our sole discretion, may revoke your license at any time, by giving you written notice.
c. You grant to us a non-exclusive license to:
- utilize your company name and logo to advertise, market, promote and publicize in any manner your participation in the Net or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicize.
Obligations Regarding 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. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and, ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not illegal. We disclaim all liability for all such matters.
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. You will be notified by email and a change notice will be posted on Our Site.
Relationship of Parties
You and Romanian Star are independent parties, 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 Article.
Representations and Warranties
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.
Each of us (the "Warrantor") hereby represent and warrant to the other party as follows:
a. This Agreement has been duly and validly executed and delivered by the Warrantor and constitutes its legal, valid, and binding obligation, enforceable against the Warrantor in accordance with its terms.
b. The execution, delivery, and performance by the Warrantor of this Agreement and the consummation of the transactions contemplated hereby will not, with or without giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule or regulation to which the Warrantor is subject, (ii) any order, judgment or decree applicable to or binding upon the Warrantor's assets, (iii) any provision of the Warrantor's by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to or binding upon the Warrantor's assets.
c. No consent, approval, authorization of, exemption by or filing with any governmental authority or any third party is required to be obtained or made by the Warrantor in connection with the execution, delivery and performance of this Agreement or the taking by the Warrantor of any other action contemplated hereby.
d. There is no pending or, to the best of the Warrantor's knowledge, threatened claim, action, or proceeding against Warrantor with respect to the execution, delivery or consummation of this Agreement, or with respect to the Warrantor's trademarks, and, to the best of the Warrantor's knowledge, there is no basis for any such claim, action, or proceeding.
You hereby represent and warrant to us that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated there under, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under.
Limitation of Liability
We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for 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.
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 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.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.
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