Terms & Conditions

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR

YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RILEY-

INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., AND

RILEY PUBLISHING. BY SUBMITTING THE ONLINE APPLICATION YOU ARE

AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND

CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY

RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. 

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming

an affiliate in RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST

GROUP, INC., and RILEY PUBLISHINGS’ Affiliate Programs.

2. Affiliate Obligations

2.1. To apply to be an affiliate, you will complete and submit the online one-question

application. This program was created for members of our RILEY-INFINITY GROUP,

LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., and RILEY PUBLISHING

community, though we will welcome affiliates who may not be clients.  We may reject

your application at our sole discretion. We may cancel your application if we determine

that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials 

2.1.2. Promotes violence 

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual

orientation, or age

2.1.4. Promotes illegal activities 

2.1.5. Incorporates any materials which infringe or assist others to infringe on any

copyright, trademark or other intellectual property rights or to violate the law 

2.1.6. Includes Pro Audio Voices or variations or misspellings thereof in its domain

name 

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene,

harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion. 

2.1.8. Contains software downloads that potentially enable diversions of commission

from other affiliates in our program. 

2.1.9. You may not create or design your website or any other website that you operate,

explicitly or implied in a manner which resembles our website nor design your website in

a manner which leads customers to believe you are Pro Audio Voices or any other

affiliated business.

2.2.  It is entirely your responsibility to follow all applicable intellectual property and

other laws that pertain to your site. You must have express permission to use any

person's copyrighted material, whether it be a writing, an image, or any other

copyrightable work. We will not be responsible (and you will be solely responsible) if you

use another person's copyrighted material or other intellectual property in violation of

the law or any third party rights. 

3. Merchant.com Rights and Obligations

3.1. RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP,

INC., and RILEY PUBLISHING reserves the rights to terminate this Agreement and your

participation in this Affiliate Program immediately and without notice to you should you

commit fraud in your use of our Affiliate Program or should you abuse this program in

any way. If such fraud or abuse is detected, RILEY-INFINITY GROUP, LLC.,

LEMNISCATE-INFINITY, CATALYST GROUP, INC., and RILEY PUBLISHING shall not

be liable to you for any commissions for such fraudulent sales.

3.2. This Agreement will begin upon our acceptance of your Affiliate application, and will

continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by

giving the other party written notice. Written notice can be in the form of email. In

addition, this Agreement will terminate immediately upon any breach of this Agreement

by you.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our

sole discretion. In such event, you will be notified by email. Modifications may include,

but are not limited to, changes in the payment procedures by RILEY-INFINITY GROUP,

LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., and RILEY PUBLISHING’S

Affiliate Program rules. If any modification is unacceptable to you, your only option is to

end this Agreement. Your continued participation in RILEY-INFINITY GROUP, LLC.,

LEMNISCATE-INFINITY, CATALYST GROUP, INC., and RILEY PUBLISHING”S

Affiliate Programs following the posting of the change notice or new Agreement on our

site will indicate your agreement to the changes. 

6. Payment

RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC.,

and RILEY PUBLISHING uses Stripe, Paypal and Venmo, third parties to handle all of

the tracking and payment. 

7. Grant of Licenses

7.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our

site through HTML 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 (collectively, the Licensed Materials) that we provide to you

or authorize for such purpose. You are only entitled to use the Licensed Materials to the

extent that you are a member in good standing of Pro Audio Voices' Affiliate Program.

You agree that all uses of the Licensed Materials will be on behalf of Pro Audio Voices

Inc and the good will associated therewith will inure to the sole benefit of Pro Audio

Voices Inc.

7.2. Each party agrees not to use the other's proprietary materials in any manner that is

disparaging, misleading, obscene or that otherwise portrays the party in a negative light.

Each party reserves all of its respective rights in the proprietary materials covered by

this license. Other than the license granted in this Agreement, each party retains all

right, title, and interest to its respective rights and no right, title, or interest is transferred

to the other. 

8. Disclaimer

RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC.,

AND RILEY PUBLISHING, MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS

OR WARRANTIES REGARDING SERVICE AND WEB SITE OR THE PRODUCTS OR

SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF RILEY-INFINITY

GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., AND RILEY

PUBLISHINGS’ ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-

INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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. 

9. Representations and Warranties

You represent and warrant that:

9.1. 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;

9.2. You have the full right, power, and authority to enter into and be bound by the terms

and conditions of this Agreement and to perform your obligations under this Agreement,

without the approval or consent of any other party;

9.3. You have sufficient right, title, and interest in and to the rights granted to us in this

Agreement. 

10. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF

THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT

LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT,

INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES

(INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR

ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING

ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT

SHALL PRO AUDIO VOICES'  CUMULATIVE LIABILITY TO YOU ARISING OUT OF

OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT,

NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE

THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS

AGREEMENT. 

11. Indemnification

You hereby agree to indemnify and hold harmless Pro Audio Voices Inc, and its

subsidiaries and affiliates, and their 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 fore going here in after

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 affiliate 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. 

12. Confidentiality

All confidential information, including, but not limited to, any business, technical,

financial, and customer information, disclosed by one party to the other during

negotiation or the effective term of this Agreement which is marked Confidential; will

remain the sole property of the disclosing party, and each party will keep in confidence

and not use or disclose such proprietary information of the other party without express

written permission of the disclosing party. 

13. Miscellaneous

13.1. You agree that you are an independent contractor, and nothing in this Agreement

will create any partnership, joint venture, agency, franchise, sales representative, or

employment relationship between you and Pro Audio Voices Inc. 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 any other of Your Site or otherwise, that

reasonably would contradict anything in this Section.

13.2. Neither party may assign its rights or obligations under this Agreement to any

party, except to a party who obtains all or substantially all of the business or assets of a

third party.

13.3. This Agreement shall be governed by and interpreted in accordance with the laws

of the State of Illinois without regard to the conflicts of laws and principles thereof.

13.4. You may not amend or waive any provision of this Agreement unless in writing

and signed by both parties.

13.5. This Agreement represents the entire agreement between us and you, and shall

supersede all prior agreements and communications of the parties, oral or written.

13.6. The headings and titles contained in this Agreement are included for convenience

only, and shall not limit or otherwise affect the terms of this Agreement.

13.7. If any provision of this Agreement is held to be invalid or unenforceable, that

provision shall be eliminated or limited to the minimum extent necessary such that the

intent of the parties is effectuated, and the remainder of this agreement shall have full

force and effect.