This Merchant Service Agreement (the “Agreement”) is made by and between AforeMedia.com
affiliate network, an European Union, Austria online affiliate network service. (“AforeMedia.COM”, “AforeMedia”, “AforeMedia.com”,
“AforeMedia”, “We”), and you, as a Merchant user of the
AforeMedia.COM service (“You”, “Your”, “Merchant”).
To be an authorized Merchant of AforeMedia.COM affiliate network, You agree to abide by the terms and
conditions contained in this Agreement. Please read this Agreement carefully before registering
and using the AforeMedia.COM affiliate network service as a Merchant. By signing up for AforeMedia.COM, you
indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept
this Agreement, do not use the AforeMedia.COM Service as a Merchant.
If present, a “MERCHANT AGREEMENT ADDENDUM” will be honored by AforeMedia.COM to set
specific terms for the Merchant.
AforeMedia.COM respects the privacy of its users and promises not to disclose personal or
business information to third parties without the express permission of You and Your company.
We will not sell Your name, e-mail address, phone number, or any other personal information
to anyone else. We consider this information to be private, and it will remain as such. If You
have any questions about Your privacy rights, contact us at info@AforeMedia.com
The Merchant Service Agreement is summarized as follows:
• Affiliates put your banners on their sites, or within the content of their newsletter.
• You may not dictate where the Affiliates place their banners. If you are unhappy with
an Affiliate, or feel that they are not suited for your site, you may remove the Affiliate
from your program
• AforeMedia.COM will pay your affiliates, using the money in your AforeMedia.COM
account. In order for your program to remain active, the Merchant must keep in
balance with AforeMedia a positive dollar amount.
• THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN
AforeMedia.COM: any material that contains or links that lead to software viruses, spyware, malware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or other electronic equipment, steal or collect private information, SITES THAT
PROMOTE VIOLENCE, BIGOTRY, OR HATRED.
• You agree that AforeMedia.COM, although the provider of the Service, has no
responsibility or liability as a result of placement of authorized Links to Your Web site
• Any rewards or payments given to affiliates, through AforeMedia.COM must be done
• All offers that you promote on our network MUST be from your own site if you are
paying per lead and pay sale transactions. You may NOT promote other affiliate offers
unless you are paying on a pay-per-click basis. For example, if you place a banner
promoting an offer that is off of your site, and do not own that site, you cannot
promote that offer. This is considered fraudulent activity, and your account is subject
to immediate termination, with NO refund of any fees or deposits that you have made
to your account.
• AforeMedia.COM will make every effort to distinguish, and squash out fraudulent
affiliates and links. However, you should monitor your affiliate program closely, and
notify us immediately if you feel a fraudulent practice is being used.
• If it is found during the initial setup process that our software will not work with your
website configuration, we will refund all setup fees and deposits to your account. If
you should choose to cancel before becoming active, for any other reason besides
“Performance Marketing” occurs when e-businesses (“Merchants”) and individual web sites that
generate their own traffic (“Affiliates”) partner to drive traffic to the Your Web site and the
You pay a reward or bounty when the Visitor referral results in a sale, lead, click, or other
“Affiliate” means a site that is rewarded for a legitimate sale, lead, click, or other measurable
action by a Visitor, and uses the AforeMedia.COM Service to facilitate applications, tracking,
reporting, and receipt of commission payment.
“Merchant” means a Web site that pays a reward for a legitimate sale, lead, click, or other
measurable action by a Visitor, and uses the AforeMedia.COM Service to facilitate sign-ups,
tracking, reporting, and issuance of commission payment.
“Visitor” means any person, or user that clicks on a Link to a Your Web site placed on an
Affiliate’s Web site.
“Sale commission” means the Payout You agrees to pay for Visitors referred to Your Web site
that results in a sale of a product or service. The sale could occur at the time of the visit or at
a later time not to exceed 30 days. If a sale occurs after 30 days and the Visitor has not
returned through an authorized Affiliate’s site, then no Payout shall occur.
“Payout” means the amount sale commission, lead commission, or click commission established
and agreed upon by AforeMedia.COM and You. The Payout may be expressed as a set amount
or as a percent of sales.
“Commission” means the amount sale commission, lead commission, or click commission
established and agreed upon by AforeMedia.COM and You. The Commission may be expressed
as a set amount or as a percent of sales.
“Qualifying Revenues” are revenues derived by the Merchant from authorized sales, excluding
costs for shipping, handling, gift-wrapping, taxes, gift certificates, service charges, credit card
processing fees, charge backs, returns and bad debt.
“Link” means a hyperlink placed on an Affiliate’s site that, when clicked on, serves Your Web
site to the Visitor’s browser. The Link may be in the form of text, a product image, a button, a
banner or any other format acceptable to You, and defined only through Your program on
“Click” occurs when an internet user clicks through a Link that an Affiliate has placed for a
“Measureable Action” occurs when an internet users completes either a purchase, lead form,
or other action which the Merchant has defined. When a Measurable Action can be matched,
by AforeMedia.COM to a previous “Click”, a “Commission” occurs and is tracked by
“VOID” means a reversal of a Payout previously earned for a sale, lead, or click that is later
rescinded or corrected by You. You may VOID transactions that are fraudulent, or in the case of
returned merchandise, duplicate transactions, or other valid reasons.
“Your Account” means a separate, specific account within the Service that is debited based on
Your Commissions and Commissions paid to AforeMedia.COM
“Account Balance” indicates the current monetary value of monies deposited into Your Account
at AforeMedia.com. These monies are used to pay Affiliates for commissions generated as well
as AforeMedia fees.
“Tracking Code” means a small piece of HTML code given to the Merchant by AforeMedia.COM
which is used by AforeMedia.COM to provide the Service.
“Tracking Pixel” means a small piece of HTML code given to the Merchant by AforeMedia.COM
which is used by AforeMedia.COM to provide the Service.
“Tracking Gap” is a setting in Your Account, set by the Merchant, which dictates the maximum
time that can elapse between a Click and a Measurable Action.
AforeMedia.COM, as an Affiliate Network Provider, has developed, operates and provides a
service which allows Web sites to run and/or participate in Performance Marketing programs
(the “Service”). You wish to become a Merchant of AforeMedia.COM and utilize the Service as a
Merchant. As a Merchant, Affiliates will be establishing relationships with you. All relationships
established between You, the Merchant, and Affiliates under this Agreement through
AforeMedia’s network will be conducted and managed through the Service.
This in no way shall limit the Merchant from establishing relationships with Affiliates through
other Affiliate Network Providers or engaging in other business development relationships.
As a Merchant of AforeMedia, you may not dictate where Affiliates place their banners. If you
are unhappy with an Affiliate, or feel that they are not suited for your site, you may remove
the Affiliate from your Service at any time.
Should the necessary Tracking Code be found missing or removed from the Merchant site,
AforeMedia.COM will notify the Merchant via email and telephone in order to rectify the
situation. Merchant will be given 14 days to correct the problem and will notify
AforeMedia.COM when the corrections have been made. After 14 days, AforeMedia.COM will
have the right to terminate this agreement and in such event the Merchant would forfeit the
remaining Balance in their Account.
At all times, Merchant must maintain a positive balance on their AforeMedia.com account –
which is used to pay Affiliates for commissions generated. If Merchant’s account balance falls
below $0, all links will cease to function until such time that the Merchant is able to make a
deposit into the account.
AforeMedia.com network agrees that the transaction fee will remain at 20% for a period of 12 Months after the execution of this
agreement. Client is under no obligation to remain with AforeMedia.com network for the entirety
of the 12 month period, and may discontinue the service at anytime upon notice without penalty
of any kind. Upon any termination by Merchant hereunder, AforeMedia.com shall refund any
remaining balance in Merchant’s account within a period equal to the “Tracking Gap” plus 10
additional days to account for processing and delivery. At the end of the 12 month period, if
Client wishes to continue service AforeMedia.com network, reserves the right to re-negotiate
pricing so as to reflect current market conditions if AforeMedia.com feels necessary. Current
pricing and refund information is listed below:
Cost Extra Info
$500 This is a one time fee occuring only after all of the setup
steps have been completed, and prior to activation on the
$100 This amount is used to pay the affiliates and AforeMedia
for sales and other qualified leads that you define. Any
amount left in your account that is not used to pay for
sales, leads or feed to AforeMedia can be refunded to you
at anytime that you wish to close your account.
Transaction fees 20% Fees are based on the payout rate. For example,if you pay
an affiliate $1 per lead, you pay AforeMedia.com 20% or
(Minimum of 1 cent per transaction)
$25 In a given month, if your account does not generate a
minimum of $25 in fees to AforeMedia, your account will
be charged the difference. There is a grace period.
We understand that affiliate programs take time to grow,
so we offer the following grace period:
Prior to Activation on the
No Minimum Fees
Up to 60 days after
No Minimum Fees
60-120 after Activation
$10 Minimum Per
120+ after Activation
$25 Minimum Per
Monthly minimum billing will begin on the 1st of the month
following your grace period, so your actual grace period
may be a little longer depending on what day of the month
your account is activated.
Included AforeMedia.com processes and writes your affiliates’ checks
free of charge each month.
Included Your Affiliates may contact our help desk at any time for
the life of their membership, without any cost to you.
Datafeed upload Included /
You may upload a datafeed of your products, to be used
by your affiliates, at no charge. This is limited to datafeeds
with no more than 15,000 overall product SKU records.
For larger datafeeds, please contact your sales
representative for reasonable pricing.
At your option, you may grant permission for an affiliate to
download your datafeed via the AforeMedia FTP server.
This is completely optional, and at your discretion. Each
affiliate you approve carries a nominal $1 charge.
AFFILIATE TRANSACTIONS AND PAYMENT
The Merchant shall establish and define a set Commission that Affiliates will earn for
authorized transactions received via their Links.
Affiliates shall earn a Commission on authorized transactions when a sale is placed by a
customer who follows a Link from the Affiliate’s site to the Merchant’s site. The Merchant will
only pay Commission on Qualifying Sales subject to resolution of all outstanding Voids.
All payments to Affiliates, including bonuses or rewards, shall be processed through
AforeMedia.COM. Payments to Affiliates are made automatically on the twentieth (20th) day
of each month when the
Affiliates account balance reaches $50 or more for the previous months’ transactions.
A “Void” is executed by the Merchant as a means to reverse the commission given to a
particular affiliate on Qualifying Sales. Voids may be the result of (i) canceled sales; (ii)
product returns; (iii) duplicate or repeat errors; (iv) non-bona fide Transactions; (v) nonreceipt
of payment from Customer; (vi) Refund of payment to Customer; (vii) Failure by an
Affiliate to comply with the Terms of Agreement set forth by AforeMedia.com network and the
Merchant will decide and indicate to AforeMedia.com network how long they require sales to
remain in a pending status prior to being credited to an Affiliate. This number will be referred
to as the “Pending Sales Period” and is defined as 0 days unless specified in the “Addendum” to
this agreement. From that date, the sale will remain in a status allowing the Merchant to Void
the commission for the remainder of the current month, plus 19 days into the next month. At
that time, the commission will be paid to the Affiliate and the Merchant will no longer be able
to reverse the sale.
If in the “Addendum”, a positive number is used for the “Pending Sales Period”, the Merchant
agrees to keep in their AforeMedia account a balance of monies equal to the current value of
any pending transactions posted to their account.
SERVICE AND SUPPORT
AforeMedia.COM will provide support for the Service as indicated on the AforeMedia.COM
Web site and in accordance with the terms and conditions set forth in this Agreement that
supersede any other Agreement.
AforeMedia.COM shall send timely e-mails to inform You of applicable changes or additions to
the Service or any AforeMedia.COM related products and services.
CHANGES TO THE SERVICE
AforeMedia.COM reserves the right to change, modify, add or remove portions of this
Agreement at any time and may add to, change, suspend or discontinue any aspect of the
Service at any time. In the event of any material change, AforeMedia.COM will notify You via
e-mail, newsletter or the AforeMedia.COM Web site at least 7 days prior to any such changes
taking effect, at which time You may either agree to such changes or withdraw from the
Service. If you choose to withdraw, we will refund all monies contained in your account within
a period equal to your “Tracking Gap” plus 10 additional days to account for processing and
To sign up as a Merchant of AforeMedia.COM and to use the Service as a Merchant you must be
at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security
number for individuals, or a federal tax-id for corporations or entities.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN AforeMedia.COM: SITES THAT PROMOTE VIOLENCE, BIGOTRY,
OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to CRACKING,
and HACKING SITES. As part of the registration process, You will select a username and
password combination that You use to access Your Merchant area within the Service. You shall
provide AforeMedia.COM with accurate, complete and updated registration information. You
may not select the name of another person with the intent to impersonate that person or
deceive members or other users as to Your true identity. You agree that AforeMedia.COM may
rely on any data, notice, instruction or request furnished to AforeMedia.COM by You which is
reasonably believed by AforeMedia.COM to be genuine and to have been sent or presented by
a person reasonably believed by AforeMedia.COM to be authorized to act on Your behalf. You
shall notify AforeMedia.COM by e-mail at info@AforeMedia.com of any known or
suspected unauthorized uses of Your Account, or any known or suspected breach of security,
including loss, theft or unauthorized disclosure of Your username and password. You shall be
responsible for maintaining the confidentiality of Your username and password and You are
responsible for all usage and activity on Your Account, including use of the account by a third
party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal
activity may be grounds for termination by AforeMedia.COM and referral to the appropriate
law enforcement agencies.
You represent to AforeMedia.COM that all content You provide to the Service, to the best of
your knowledge, but without special investigation of any kind, is solely owned by You or
provided by You with the express authority of the company You represent, does not infringe
upon any other individual’s or organization’s rights (including, without limitation, intellectual
property rights) in the European Union, and is not defamatory, libelous, unlawful or otherwise
objectionable under the laws of the European Union. You shall not knowingly or intentionally
provide, promote, distribute, place or otherwise publish as a Merchant of the Service any
content, or Web site that includes content, which is libelous, defamatory, obscene,
pornographic, abusive, fraudulent or violates any law. As AforeMedia.COM may not review all
information provided by You, You shall remain solely responsible for Your content and Web
Through the Contact and Newsletter features of the AforeMedia.COM interface, Merchant
agrees to limit contact to discussions directly related to the Merchant’s affiliate program
running through AforeMedia.COM only. Merchant agrees not to promote other offers not
directly related to the Merchant’s affiliate program running through AforeMedia.COM. If a
violation of this is discovered, the Merchant will be given email and telephone notice and given
the opportunity to correct the violation within 72 hours to the satisfaction of AforeMedia.COM
prior to any termination. Merchant must ensure emails they send are in compliance with CANSpam
and other federal laws.
The Service, its operation, its use and the results of such use shall be performed in A
professional and workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO
APPLICABLE LAW, EACH OF AforeMedia.COM AND MERCHANT DISCLAIMS ALL WARRANTIES
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS
USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, AforeMedia.COM
SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR
ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR
OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE
SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW
MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT
APPLY. AforeMedia.COM will make reasonable commercial efforts to keep its transaction
service operational during normal business hours. However, certain technical difficulties may,
from time to time, result in temporary service interruptions. Merchant understands and
acknowledges that it is normal to have a certain amount of system downtime, up to net 10% of
a given calendar month, provided, if Merchant reasonably determines that such downtime
greater than net 10% of a given calendar month is adversely or materially impacting Merchant’s
ability to derive benefit from the Service, it shall notify AforeMedia.com, and AforeMedia shall
give Merchant a refund equal to 25% of all monies paid by Merchant for AforeMedia.com
transaction fees, excluding those paid to cover earned Commissions by Affiliates, during the
preceding one month period. Merchant further agrees not to hold AforeMedia.COM liable for
any of the consequences of such interruptions. MERCHANT SHALL HAVE NO LIABILITY FOR
UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF
AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH
ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH
RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN
NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO
THE FEES PAID BY MERCHANT TO AforeMedia.COM UNDER THIS AGREEMENT.
LIMITATION OF LIABILITY
EXCLUDING LIABILITY ARISING FROM OR RELATING TO AforeMedia.COM’S OBLIGATION TO KEEP
MERCHANT INFORMATION CONFIDENTIAL UNDER THE SECTION ENTITLED “NONDISCLOSURE”
BELOW AND ANY BREACH BY AforeMedia.COM OF THE SECTION ENTITLED “OWNERSHIP AND
LICENSES”, NEITHER MERCHANT, ON THE ONE HAND, NOR AforeMedia.COM OR ITS SUPPLIERS
OR RESELLERS OR OTHER MERCHANTS, ON THE OTHER HAND, SHALL BE LIABLE TO THE OTHER
OR ANY THIRD PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE
AforeMedia.COM SERVICE OR ANY INFORMATION PROVIDED ON THE AforeMedia.COM WEB SITE
OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS
OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER
DATA, EVEN IF AforeMedia HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II)
ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE
OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT
APPLY. IN SUCH JURISDICTIONS, A PARTY’S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT
PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR
LIMITED REMEDY. You agree that AforeMedia.COM, although the provider of the Service, has
no responsibility or liability as a result of placement of authorized Links to Your Web site, from
AforeMedia.COM agrees to indemnify, defend, and hold harmless Merchant and its affiliates,
officers, directors, employees and agents from and against any and all liability, claims, losses,
damages, injuries or expenses (including reasonable attorneys’ fees, expert witness fees and
costs) directly or indirectly arising from or relating to AforeMedia.COM’s acts or omissions in
performance of the Services or its breach of this Agreement.
AforeMedia.COM acknowledges that in the course of this Agreement it shall have access to
confidential and proprietary information (“Confidential Information”) of Your company.
AforeMedia.COM agrees not to disclose or disseminate the Confidential Information without
Your prior express written consent in each instance. The term “Confidential Information” shall
not include information that is or becomes part of the public domain through no action or
omission of AforeMedia.COM, that becomes available to AforeMedia.COM from third parties
without knowledge by AforeMedia.COM of any breach or violation of fiduciary duty, or that
AforeMedia.COM had in its possession prior to the date of this Agreement. AforeMedia.COM
does not and shall not collect information about a Merchant’s customer transactions, other
than what is passed to us through the installed tracking code and displayed on Your own
transaction reports. Any information we receive is used solely for tracking and Commission
payment purposes. AforeMedia.COM reserves the right to be able to utilize this data in
aggregate to anonymously analyze Service trends, monitor Service efficiencies, and perform
such other analysis as AforeMedia.COM deems appropriate.
OWNERSHIP AND LICENSES
AforeMedia.COM represents and warrants that it owns certain images, technology, content,
trademarks, banners and other intellectual property that it shall provide to you, under this
Agreement You, the Merchant, are granted a non-exclusive, limited, revocable right to use
trademarks and banners. All images, technology and content provided for Your use is and shall
remain the sole property of AforeMedia.COM, and no part thereof shall be deemed assigned or
licensed to You except as explicitly provided for herein. All intellectual property rights,
including trademarks, copyrights, patent rights or applications, trade names and service marks
related to the foregoing shall remain AforeMedia.COM’s sole property, including rights in and
to any derivatives thereof. You may not modify the trademarks, banners, the content or any of
the images provided to You in any way.
You, the Merchant, hereby grant AforeMedia.COM a non-exclusive, limited, revocable right to
sublicense the use of Merchant provided trademarks and banners to Affiliates. All images,
technology and content provided for AforeMedia.COM and Affiliate use is and shall remain the
sole property of the Merchant and no part thereof shall be deemed assigned or licensed to
Affiliate or to AforeMedia.COM except as explicitly provided for herein. All intellectual
property rights, including trademarks, copyrights, patent rights or applications, trade names
and service marks related to the foregoing shall remain the Merchant’s sole property, including
rights in and to any derivatives thereof. AforeMedia.COM and Affiliates may not modify the
trademarks, banners, the content or any of the images provided by Merchant in any way.
Merchant may immediately terminate an Affiliate license to use the marks if Merchant
reasonably believes that such use dilutes, tarnishes or blurs the value of their marks.
AforeMedia.COM acknowledges the Merchant’s ownership and exclusive right to use the marks
and aggress that all goodwill arising as a result of the use of the marks shall inure to the
benefit of the Merchant.
Should the Merchant wish to terminate an Affiliate license, due to any of the conditions listed
above, AforeMedia.COM will provide the contact information that AforeMedia.COM has on file
for that Affiliate. The Merchant acknowledges that AforeMedia.COM has no further obligation
or requirement to assist in recovering any damages from the Affiliate should they occur from
unauthorized or non-licensed use of the marks.
AforeMedia.COM makes no representations whatsoever about any other Web site which You
may access through the Service. In addition, a link to a non-AforeMedia.COM Web site does
not mean that AforeMedia.COM endorses or accepts any responsibility for the content or the
use of such Web site.
Merchant or AforeMedia.COM may assign this Agreement to any successor or affiliate upon
notice to the other party, provided, in the case of AforeMedia.COM, the assignee continues to
fulfill its obligations and provide the Service hereunder.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of
its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood,
storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any
other cause which is beyond the reasonable control of such party
This Agreement shall be governed by European Union, Austria law (except for conflict of law provisions).
The exclusive forum for any actions brought in connection with this Agreement shall be in the
state and federal courts in and for the European Union, Avstia and all parties consent to such
jurisdiction. The application of the United Nations Convention on the International Sale of
Goods is expressly excluded.
This Agreement represents the complete agreement concerning this license and may be
amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE
ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET
FORTH HEREIN AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is
held to be unenforceable, such provision shall be reformed only to the extent necessary to
make it enforceable.