Terms for Affiliates
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. Please note that throughout this Agreement, "we," "us," and "our" refer to RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., and RILEY PUBLISHING, and "you," "your," and "yours" refer to you, the affiliate.
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 " RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., AND RILEY PUBLISHING" 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 RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., AND RILEY PUBLISHING 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 RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., AND RILEY PUBLISHINGS’ Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., AND RILEY PUBLISHING and the good will associated therewith will inure to the sole benefit of RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., AND RILEY PUBLISHING.
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 RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., AND RILEY PUBLISHINGS’ 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 RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., AND RILEY PUBLISHING, 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 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 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 RILEY-INFINITY GROUP, LLC., LEMNISCATE-INFINITY, CATALYST GROUP, INC., AND RILEY PUBLISHING. 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.
20 Denada Square West, Suite 116, Wheaton, IL 60189-2000
