This Agreement contains the complete terms and conditions that apply to your participation as an affiliate ("Cross.com Affiliate member") in the Cross.com affiliate member Network of Cross.com ("Cross"), and the establishment of links from your web site to our web site, Cross.com (www.cross.com).

1. Enrollment in the Cross.com affiliate program

To begin the enrollment process, you will submit a complete Membership Application via our site. We will evaluate your application and will notify you of your acceptance or rejection. Cross.com reserves the right to refuse a site membership to the affiliate network if it feels the site contains or is linked to any site containing objectionable material, including pornography, explicit language or content, or support for violent groups.

If we reject your application, you are welcome to reapply to the Cross.com Affiliate Network at any time.

2. Promotion of the Cross.com and affiliate Relationship

As a Cross.com affiliate, we will make available to you Cross.com Links , which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of the Cross.com affiliate Network and will establish a link from your site to the Cross.com site.

a. Cross.com Links:
Subject to the terms of clause (b) below, we will provide you with one or more Cross.com Links, which will consist of one or more graphic images provided by us (and subject to change from time to time in our sole discretion) containing the Cross.com logo. These links will connect the users on your site directly to Cross.com.

b. Agreements Regarding Links:
In utilizing the Cross.com Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. You also agree that you will display in your site only those graphic images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Cross.com Affiliate network sites shall display such graphic images prominently in relevant sections of their site. Links may be modified and/or expanded from time to time throughout the term of this Agreement but only with the written consent of Cross.com. Each Link will connect users of your site to Cross.com and will in no way alter the look, feel, or functionality of your site.

3. Responsibilities and Opportunities of Cross.com affiliate network members

a. If you qualify and agree to participate as a Cross.com affiliate, you shall display Cross.com Links prominently throughout your site as you see fit and with our consent.

b. Compliance with the Agreement: We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

4. Compensation Determination - Commission and Payment

Commissions and Payment Schedule. Within forty-five (45) days after the end of each calendar quarter during the term of this Agreement, Cross.com agrees to pay you nine percent (9%) of the Transaction Revenues (as defined below) received by Cross.com during that quarter. "Transaction Revenues" shall mean amounts received by Cross.com for purchases by customers arriving from a Link on Your Site tracked by Cross.com (each a "Transaction"), reduced by (i) shipping and handling charges, taxes, processing fees and similar charges, and (ii) returns, bad credit, credit card fraud, and any credits and allowances issued by Cross.com to customers. Concurrent with such payment Cross.com will provide You with an electronic report detailing the Transactions for the reporting period. Tracking of Transactions requires and is dependent upon the proper installation and formatting of the Links on Your Site in accordance with the provided instructions. In the event that Cross.com elects to provide You with online access to such records via password, You agree to keep such password confidential and not to disclose it to any third party or allow any third party to use it.

5. Reports of Sales

You will be given a password and have the ability to enter a password-protected site to find out how many Transactions were completed on a daily basis.

6. Your Responsibilities

You are solely responsible for ensuring that your site complies 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 in violation of the law.

You may not use any computer or other electronic device to send an unsolicited advertisement (also known as “spamming”) to an electronic mail address of an individual with whom you lack a preexisting and ongoing business or personal relationship unless you have received an express invitation or consent/permission from that individual.

7. Publicity

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 written consent, which we agree shall not be unreasonably withheld.

8. Limited License to Use of the Cross.com’s Logos and Trademarks

a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS"), YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE Cross.com AFFILIATE MEMBER NETWORK.

b. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice.

c. You grant to Cross.com a non-exclusive license to utilize your names, titles, and logos as set forth on Exhibit A hereto, as the same may be amended from time to time (the "Cross.com Affiliate member Network Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

9. Obligations Regarding Your Site

a. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site including maintenance of the electronic links to Cross.com.

b. Cross.com disclaims all liability for all such matters. Further, you will indemnify and hold Cross.com harmless from all claims, judgments, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

10. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Membership Application and will end when terminated by either party. Either you or Cross.com 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 compensation for Transactions to our site during the term, and fees earned through the date of termination will remain payable only if the Transactions are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

11. Modification

Cross.com may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the fees, fee schedules, payment procedures, and Cross.com Affiliate member Network rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Cross.com Affiliate member Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

12. Relationship of Parties

You and Cross.com 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 behalf of Cross.com. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

13. Limitation of Liability; Disclaimer

Cross.com WILL NOT BE LIABLE TO Cross.com AFFILIATE MEMBER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THE EXECUTION, OPERATION OR PERFORMANCE OF THIS AGREEMENT OR THE OPERATION OF THE Cross.com AFFILIATE MEMBER SITE, REGARDLESS OF WHETHER Cross.com WAS INFORMED OR HAD DIRECT OR IMPUTED KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS IN ADVANCE. FURTHER, Cross.com AGGREGATE LIABILITY WITH RESPECT TO THE EXECUTION, OPERATION OR PERFORMANCE OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL OF FEES PAID OR PAYABLE TO Cross.com AFFILIATE MEMBER UNDER THIS AGREEMENT.

Cross.com MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO Cross.com, OR THE Cross.com AFFILIATE MEMBER NETWORK (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, Cross.com MAKES NO REPRESENTATION THAT THE OPERATION OF Cross.com WILL BE UNINTERRUPTED OR ERROR FREE AND Cross.com WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

14. Representations and Warranties

You hereby represent and warrant to Cross.com as follows:

a. You are duly organized, validly existing and in good standing and, if applicable, are qualified and/or licensed to do business and carry out your obligations under this Agreement.

b. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

c. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

d. You are the sole and exclusive owner of the Cross.com Affiliate member Trademarks and have the right and power to grant to Cross.com 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.

e. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

f. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

15. Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agree that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them 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 through a source or sources other than such party hereto or its affiliates.

16. Indemnification

You hereby agree to indemnify and hold harmless Cross.com and its directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Cross.com affiliate member Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

17. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT Cross.com MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) ENGAGE IN SIMILAR ARRANGEMENTS 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 Cross.com AFFILIATE MEMBER NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

18. Governing Law; Assignment; Waiver

This Agreement will be governed by the laws of the United States and the State of North Carolina, 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 Charlotte, North Carolina, 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 a provision or any other provision of this Agreement.

19. Scope of Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.

20. Notices

All necessary notices and requests required or permitted to be given under this Agreement shall be in writing and addressed as set forth in the Membership Application.
If you agree to the above agreement please go to the application page to register to the Cross affiliate program.


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