Updated September, 2023
MSG Solutions USA LLC, dba: Vacabee (collectively, “MSG” or “us” or similar terms), through the website for affiliates at https://partnernet.vacabee.com/ (the “Affiliate Site”), gives you access to manage your affiliate marketing relationship with MSG and related entities. Any person or entity that participates in MSG’s affiliate marketing program (the “Affiliate Program” and such person or entity, “you” or an “Affiliate”) must accept this Affiliate Program Agreement (this “Agreement”) without modification. By registering for or using the Affiliate Site, you agree to the terms of this Agreement, including the Program Policies (defined in Section 12), which are incorporated by reference (for example, our Affiliate Program Participation Requirements, Affiliate Program IP License, Affiliate Program Commission Income Statement, and Affiliate Program Trademark Guidelines, “Program Policies'').
1. Description of the Affiliate Program
The Affiliate Program permits you to monetize your website, social media user-generated content, or online software application (collectively referred to herein as your “Platform”), by placing on your Platform links to sites operated by MSG and related entities or, if applicable for the location, any other site which is included in the Affiliate Program Commission Income Statement (“MSG Sites”). The links must properly use the special “tagged” link formats we provide and comply with this Agreement (“Tagged Links”). When our customers click through or engage with the Tagged Links to purchase an item sold or services offered on the MSG Sites or take other actions, you can receive commission income for qualifying purchases, as further described in (and subject to the limitations in) the Affiliate Program Commission Income Statement. In order to facilitate your advertisement of these items or services, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Affiliate Program (“Program Content”). Program Content specifically excludes any data, images, text, or other information or content relating to product or service offerings on any site other than MSG Sites.
2. Affiliate Program Compliance Requirements
You must comply with this Agreement to participate in the Affiliate Program and receive commission income. You must promptly provide us with any information that we request to verify your compliance with this Agreement. If you violate this Agreement, or if you violate terms and conditions of any other applicable MSG marketing agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) cease payment of (and you agree you will not be eligible to receive) any and all commission otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of MSG to recover damages in excess of this amount.
3. MSG Customers
Our customers are not, by virtue of your participation in the Affiliate Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on MSG Sites will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with MSG Sites, you will state that those customers must follow contact directions on the MSG Sites to address customer service issues.
4. Representations and Warranties
You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and create, maintain, and operate your Platform in accordance with this Agreement, (b) neither your participation in the Affiliate Program nor your creation, maintenance, or operation of your Platform will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g., you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Affiliate Program or use any other service offerings if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using any service offering, (f) you will comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Affiliate Program is accurate and complete at all times. We do not make any representation, warranty, or covenant regarding the amount of traffic or commission income you can expect at any time in connection with the Affiliate Program, and we will not be liable for any actions you undertake based on your expectations.
5. Identifying Yourself as an Affiliate
You must clearly and prominently state the following, or any substantially similar statement previously allowed under this Agreement, on your Platform or any other location where MSG may authorize your display or other use of Program Content: “As an MSG Affiliate I earn from qualifying purchases.” Except for this disclosure, and other than as required by applicable law, you will not make any public communication with respect to this Agreement or your participation in the Affiliate Program without our prior written consent. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
6. Term and Termination
The term of this Agreement will begin upon your registration for or use of the Affiliate Site. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be seven (7) days from the date notice is provided. You can provide termination notice by logging into your account on the Affiliate Site and selecting the option to close your account in “Account Settings.” In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you are in material breach of this Agreement; (b) you otherwise fail to cure within seven (7) days of our notice to you regarding any other breach of this Agreement (including any Program Policy); (c) we believe that we may face potential claims or liability in connection with your participation in the Affiliate Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Affiliate Program; (e) your participation in the Affiliate Program has been used for deceptive, fraudulent or illegal activity; (f) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (g) we have previously terminated this Agreement (or suspended your account) with respect to your or other persons that we determine are affiliated with you or acting in concert with you for any reason; or (h) we have terminated the Affiliate Program as we generally make it available to participants. For the avoidance of doubt, and without limitation for purposes of the foregoing subsection (a) any violation of Section 5 and as specified in the Program Policies will be deemed a material breach of this Agreement.
We may hold accrued and unpaid commission income for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or returns).
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 of this Agreement and as specified in the Program Policies, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
7. Disclaimers
THE AFFILIATE PROGRAM, THE AFFILIATE SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE AFFILIATE SITE OR MSG SITES, ANY TAGGED LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR RELATED COMPANIES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE MSG MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR RELATED COMPANIES OR LICENSORS IN CONNECTION WITH THE AFFILIATE PROGRAM (COLLECTIVELY, THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER WE NOR ANY OF OUR RELATED COMPANIES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR RELATED COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR RELATED COMPANIES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR RELATED PARTIES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR PLATFORM OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR RELATED COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS MADE BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Limitation of Liability
NEITHER WE NOR ANY OF OUR RELATED COMPANIES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS SECTION WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
9. Indemnification
To the maximum extent permitted by applicable law, we will have no liability for any matter directly or indirectly relating to the creation, maintenance, or operation of your Platform (including your use of any Service Offering) or your violation of this Agreement, and you agree to defend, indemnify, and hold us, our related companies, affiliates and licensors, and our and their respective employees, officers, directors, representatives, successors and assigns, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (A) your Platform or any materials that appear on your Platform, including the combination of your Platform or those materials with other applications, content, or processes, (B) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Platform or any materials that appear on or within your Platform, (C) your use of any Service Offerings, whether or not such use is authorized by or violates this Agreement or applicable law, (D) your violation of any term or condition of this Agreement (including any Program Policy), (E) your taxes and duties or the collection, payment, or failure to collect or pay your taxes or duties, or the failure to meet tax registration obligations or duties, or (F) your or your employees’ or contractors’ negligence or willful misconduct. We or our representatives may take legal action and perform any procedural act on behalf of any MSG-related party, including through special mandate, to exercise or defend a legal claim or for the protection of rights, including for the purpose of enforcing this Section.
10. Governing Law and Disputes
Any dispute relating in any way to the Affiliate Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our related companies or affiliates will be subject to the governing law of the State of Florida and resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law and the laws of the State of Florida, without regard to principles of conflict of laws, will govern this Agreement and any dispute that may arise hereunder. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules.
We each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state or federal court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property rights. You further acknowledge and agree that our rights in the Program Content are of a special, unique, extraordinary character, giving them particular value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
11. Taxes
We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Affiliate Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us)to hold your commission income until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
12. Additional Provisions
We may send you emails relating to the Affiliate Program from time to time. In addition, we may (a) monitor, record, use, and disclose information about your Platform and users of your Platform that we obtain in connection with your display of Tagged Links and Program Content (for example, that a particular MSG customer clicked through a Tagged Link from your Platform before buying a product on the MSG Sites), (b) review, monitor, crawl, and otherwise investigate your Platform to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Platform as examples of best practices in our educational materials. For information on how we process personal information, please see the relevant MSG Privacy Policy on the MSG Sites.
You acknowledge and agree that (a) we and our related companies may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our related companies may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Platform, (c) 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 provision or any other provision of this Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken or given in our sole discretion and are only effective if provided in writing by our authorized representative.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement and any other policies that apply to tools, subprograms, and features made available to you under the Affiliate Program (“Program Policies”), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Affiliate Program and supersedes all prior agreements and discussions.
Any information relating to MSG or any of its related companies or affiliates that we provide or make available to you in connection with the Affiliate Program that is not known to the general public or that reasonably should be considered to be confidential is MSG’s “Confidential Information” and will remain MSG’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties and will apply for the term of the Agreement and five years thereafter.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
Notwithstanding anything herein to the contrary, nothing in this Agreement will, or will be interpreted or construed to, induce or require any party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any U.S. laws, regulations, rules or requirements that apply to any party to this Agreement.
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the Affiliate Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Affiliate account. The effective date of such change will be the date specified. Your continued participation in the Affiliate Program following the effective date of such change will constitute your acceptance of the modifications. If any modification is unacceptable to you, your only recourse is to terminate this Agreement in accordance with Section 6.
13. Data sharing
In order to support the use of the MSG services, your information (which may include personal data) may be shared with members of the MSG corporate group (e.g., affiliates).We share Business Partners’ information (which may include personal data) with third parties, as permitted by law and as described below:
· Service providers (incl. suppliers). We share personal data with selected third-party service providers to provide our products and services, prevent and detect fraud, store data, and otherwise support our business processes, or so they can conduct business on our behalf.
· Payment Providers and other financial institutions. To process payments between a Business Partner and MSG or a guest and a Business Partner, relevant personal data, is shared with payment providers and other financial institutions.
· Sanction list screening or risk management as required by applicable law.
· Compelled disclosure. When legally required, strictly necessary for the performance of our services, in legal proceedings, or to protect our rights or the rights of other members of the MSG group or users, we disclose personal data to law enforcement authorities, investigative organizations or other group members.
· Sharing and disclosure of aggregated data
· We may share information with third parties in an aggregate form and/or other form that does not allow the recipient to identify you, for example for industry analysis or demographic profiling.
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AFFILIATE PROGRAM POLICIES
The following Affiliate Program policies (“Program Policies”) are incorporated by reference in the MSG Affiliate Program Agreement, and capitalized terms used in these Program Policies and not otherwise defined herein will have the definitions provided in the Agreement.
Affiliate Program Commission Income Statement
Affiliate Program Participation Requirements
Affiliate Program Products Statement
Affiliate Program Trademark Guidelines
Affiliate Program IP License
The rights and obligations of the parties under Sections 3 and 6 of the Affiliate Program Participation Requirements and Section 3 of the Affiliate Program IP License will survive the termination of the Agreement. For the avoidance of doubt and without limitation for purposes of Section 6(a) of the Agreement, any violation of the Affiliate Program Participation Requirements or the Affiliate Program IP License will be deemed a material breach of the Agreement.
1. Qualifying Purchases and Qualifying Revenue
We will pay Standard Commission Income described in Section 3 of this Commission Income Statement in connection with “Qualifying Purchases,” which, subject to the exclusions described in this Commission Income Statement, occur when:
i.A customer clicks through a Tagged Link on your Platform to an MSG Site; andii.During a single session, which is measured as beginning when a customer clicks through that Tagged Link and ending upon the first to occur of the following: (x) 24-hour elapse from that click, (y) the customer places an order for a product or service from the MSG Site.
For each Qualifying Purchase, the corresponding “Qualifying Revenue” is equal to the amount we actually receive from that Qualifying Purchase, less any shipping charges, handling fees, taxes (e.g., sales tax and VAT), service charges, credits, rebates, credit card processing fees, and bad debt.
2. Disqualified Purchases
Notwithstanding the foregoing, Qualifying Purchases are disqualified whenever they occur in connection with a violation of the Affiliate Program Commission Income Statement or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Affiliate Program, including the most up-to-date version of the Agreement (collectively, the “Program Documents”).
Further, the following purchases that would otherwise be Qualified Purchases are disqualified and excluded from the Affiliate Program: (a) any product or service purchased after termination of your Agreement; (b) any product or service order where a cancellation, return, or refund has been initiated; (c) any product or service purchased by a customer who is referred to an MSG Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include “MSG” or any MSG Trademarks (collectively, “Prohibited Paid Search Placement”); (d) any product or service purchased by a customer who is referred to an MSG Site by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network) (a “Search Engine”); (e) any product or service purchased by a customer who is referred to an MSG Site by a link that sends users indirectly to an MSG Site via an intermediary site, without requiring the customer to click on a link or take some other affirmative action on that intermediary (a “Redirecting Link”); (f) any product or service purchased by a customer, where such customer does not comply with the terms and conditions applicable to an MSG Site; (g) any product or service purchase that is not correctly tracked or reported because the links from your Platform to the relevant MSG Site are not properly formatted; (h) any product or service subject to a Bounty Event (as defined in Section 4(a) of this Commission Income Statement, with the corresponding related Special Commission Income; (i) any product or service purchased as a subscription unless otherwise provided in the Agreement; and (j) any pre-release or pre-order product or service that is not available on a product/service listing page.
3. Standard Commission Income
Subject to the limitations described in this Commission Income Statement and compliance with the Agreement, we will pay you standard commission income calculated as 20% of Qualifying Revenue (“Standard Commission Income”).
4. Special Commission Income or Promotions
From time to time, we may run general special programs or promotions that may provide all or some Affiliates the opportunity to earn additional or alternative commission income (“Special Commission Income”). For the avoidance of doubt (and notwithstanding any time period described in this Section), we reserve the right to discontinue or modify all or part of any special program or promotion at any time. Unless stated otherwise, all such special programs or promotions are subject to disqualifying exclusions substantially similar to those identified in Section 2 of this Commission Income Statement, and any restriction under the Program Documents applicable to a product or service purchase will also apply on a substantially similar basis as restrictions for special programs or promotions.
The following Special Commission Income is currently available:
a. Bounty Events. Bounty Events are available in select countries. You may be eligible to earn Special Commission Income described herein in connection with “Bounty Events” which occur when (i) a customer, who must be eligible for the Bounty Event, clicks through a Tagged Link on your Platform to a bounty-specific homepage on an MSG Site, and (ii) the customer completes the bounty action described therein. MSG will not pay Special Commission Income where a Bounty Event has been disqualified due to a violation or other abuse (for example, registrations made using invalid email addresses, use of bots or automated software, multiple Bounty Events by a single person, repetitive Bounty Events, and Bounty Events that do not result from Tagged Links on your Platform). MSG will determine in its sole discretion, in each case, whether a Bounty Event has occurred or if there has been a violation or abuse. Tagged Links to the bounty-specific homepages are permitted in connection with the corresponding bounty, notwithstanding the Affiliate Program Participation Requirements.
b. Bonus Events. Bonus Events are available in select countries. You may be eligible to earn Special Commission Income described herein in connection with “Bonus Events” which occur when (i) a customer, who must be eligible for the Bonus Event, clicks through a Tagged Link on your Platform to an MSG Site, and (ii) the customer completes the Bonus Event action described therein. MSG will not pay Special Commission Income where a Bonus Event has been disqualified due to a violation or other abuse (for example, registrations made using invalid email addresses, use of bots or automated software, multiple Bonus Events by a single person, repetitive Bonus Events, and Bonus Events that do not result from Tagged Links on your Platform). MSG will determine in its sole discretion, in each case, whether a Bonus Event has occurred or if there has been a violation or abuse. Tagged Links to the Bonus Event-specific homepages are permitted in connection with the corresponding Bonus Event, notwithstanding the Affiliate Program Participation Requirements.
5. Commission Income Limitations
From time to time, we may impose limits on Affiliates’ opportunity to earn Standard Commission Income or Special Commission Income. For the avoidance of doubt (and notwithstanding any time period), we reserve the right to discontinue or modify all or any part of any limitation at any time.
6. Commission Income Reporting and Payment
We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking, and creating and distributing to you our reports summarizing Standard Commission Income and Special Commission Income earned by you during that month.
We will pay Standard Commission Income and Special Commission Income in the default currency for the applicable MSG Site approximately 60 days following the end of each calendar month in which they were earned by the method described below. You may be permitted to elect to receive payment in a currency other than the default currency for an MSG Site. If you choose to do so, you agree that the conversion rate will be determined in accordance with MSG’s operating standards.
Payment by Direct Deposit. We will directly deposit the commission income you earn into the bank account you designate once you have provided us with the name of your bank, the account number, the name of the primary account holder as it appears on the account, and other requested identifying information (such as the ABA, IBAN or BIC number, if applicable).
If at any time there has been no substantial activity on your account for at least six months, then we will have the right, with seven days’ written notice to withhold the accrued commission income from your inactive account. Further, any unpaid accrued commission income in your account may be subject to escheatment under applicable law or become extinct by applicable statute of limitations.
Payments made to you, as reduced by all deductions or withholdings described in this Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement.
If any excess payment has been made to you for any reason, we reserve the right to adjust or offset the same against any subsequent commission income payable to you under the Agreement.
1. Enrollment and Eligibility
To begin enrollment, you must submit a complete and accurate Affiliate Program application. Your Platform must contain original content and be publicly available via the website address provided in the application. You must identify your Platform in your application. We will evaluation your application and notify you of its acceptance or rejection. Your Platform will not be eligible for inclusion in the Affiliate Program, and you cannot include any Tagged Links or Program Content on it, if your Platform is unsuitable. Unsuitable Platforms include those that:
a. promote or contain sexually explicit or obscene materials;
b. promote violence or contain violent materials or promote, endorse or incite potentially dangerous or harmful acts;
c. promote or contain false, deceptive, libelous or defamatory materials;
d. promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or defamatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age);
e. promote or undertake illegal activities;
f. are directed toward children or knowingly collect, use, or disclose personal information from children under 13 years of age or other applicable age threshold (as defined by applicable laws and regulations); or violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority related to child protection (for example, if applicable, the Children’s Online Privacy Protection Act or any regulations promulgated thereunder or the Children’s Online Protection Act);
g. include any trademark of MSG or its affiliates, or a variant or misspelling of a trademark of MSG or its affiliates in any domain name, subdomain name, in any “tag” or Affiliate ID, or in any username, group name, or other identifier on any social networking site; or
h. otherwise violate any intellectual property rights.
We will determine suitability at our sole discretion. If we reject your application due to unsuitable content, you may reapply at any time once you have complied with our suitability requirements. However, if at any time we (i) reject your application for any other reason or (ii) terminate your account in connection with any violation or abuse (as determined in our sole discretion), you cannot attempt to re-join the Affiliate Program without our advance authorization.
You will ensure that the information in your Affiliate Program application and information otherwise associated with your account on the Affiliate Site, including your email address, other contact information, and identification of your Platform, is at all times complete, accurate, and up-to-date. We may send notifications, approvals and other communications (if any) relating to the Affiliate Program and the Agreement to the address then-currently associated with your Affiliate Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
If you are a non-U.S. person participating in the Affiliate Program, you agree that unless you have otherwise notified us in your tax information you will perform all services under the Agreement outside the U.S.
2. Links to Your Platform
a. Tagged Links
After you have applied to the Affiliate Program, you are permitted to display Tagged Links on your Platform. Tagged Links enable accurate tracking, reporting, and accrual of commission income. Tagged Links must use the Affiliate ID we have assigned to you.
b. General Requirements Applicable to all Tagged Links
Tagged Links may be created by you or made available to you by us. If we inform you that your Platform does not qualify to use certain types of links, you must cease displaying those types of links on your Platform. You are solely responsible for the content, style, and placement of each link that you place on your Platform and for ensuring that Tagged Links (whether created by you or made available to you by us) include the appropriate formatting necessary for us to properly track referrals of our customers from your Platform. You must not encourage customers to bookmark your Tagged Links. All Tagged Links must be accessed directly from your Platform. For example, you must include your Affiliate ID or “tag” as a parameter in the URL of each link you place on your Platform to an MSG Site.
Upon your request but subject to our approval, we may issue you additional “sub-tag” Affiliate IDs that permit you to monitor and optimize the performance of your Tagged Links by including different sub-tags in the URLs of different Tagged Links. Under no circumstances may you associate any sub-tag with a specific end user of your Platform (e.g., you may not dynamically assign sub-tags to users as they arrive on your Platform for purposes of monitoring such users’ behaviour).
You may add and delete products (and related Tagged Links) from your Platform at any time without our approval. Tagged Links must link to products of MSG. When linking to pages with product or service lists you must have additional original content on your Platform that is relevant to the Tagged Link. Product and service lists include search results, events, or department homepage.
You must remove from your Platform any links and related references to limited time promotions as soon as that promotion on the relevant MSG Site ends. For example, if you include links to products of an MSG Site and mention that there is 15% off select products, you must remove the mention of the discount from your Platform as soon as the promotion ends.
You must not make inaccurate, overbroad, deceptive or otherwise misleading claims about any product or service, an MSG Site, or any of our policies, promotions, or prices.
Prices and availability may vary from time to time. Because prices for and availability of products that you have listed on your Platform may change, your Platform may only show prices and availability if: (a) we serve the link in which that price and availability data are displayed, or (b) you obtain product or service pricing and availability data via PA API and you comply with the requirements regarding use of the PA API as set forth in the MSG Affiliate IP License.
You must not post any Tagged Links on an MSG Site or link to any page on your Platform from an MSG Site specifically to promote your Tagged Links.
c. Requirements Applicable to Tagged Links We Make Available to You
Certain types of links that we may make available to you dynamically generate particular products to display based on a contextual analysis of the page on which they appear. MSG will crawl or otherwise monitor your Platform and store gathered content to implement these types of links and to improve dynamic generation and the Affiliate Program. If you implement mechanisms that prevent us from crawling or otherwise monitoring your Platform, you agree that these types of links may not function properly, and you will be solely responsible for any such malfunctions.
3. Responsibility for Your Site
You will be solely responsible for your Platform, including its development, operation, and maintenance that appear on or within it. For example, you will be solely responsible for:
a. the technical operation of your Platform and all related equipment;
b. displaying Tagged Links and Program Content on your Platform in compliance with the Agreement, all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority, including those related to disclosure (for example, if applicable, the U.S. FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising) and electronic marketing, data protection and privacy (for example, if applicable, the Directive 2002/58/EC (Privacy and Electronic Communications Directive), and the General Data Protection Regulation (GDPR) (EU) 2016/679), and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your Platform);
c. creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Platform (including all product descriptions and other product-related materials and any information you include within or associate with Tagged Links);
d. using the Program Content, your Platform, and the materials on or within your Platform in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights);
e. disclosing on your Platform accurately and adequately and otherwise satisfying applicable legal requirements, either through a privacy policy or otherwise, the use of cookies, pixels, and other technologies by you and third parties and how you collect, use, store, and disclose data collected from visitors in accordance with applicable laws, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers, and providing information on the visitors’ choices with respect to opting-out from online advertising where required by applicable law; and
f. any use that you make of the Program Content, and the MSG Marks, whether or not permitted under the Agreement.
4. Promotional Limitations
You will not engage in any promotional, marketing, or other advertising activities on behalf of us or our affiliates, or in connection with an MSG Site or the Affiliate Program, that are not expressly permitted under the Agreement. You will not engage in any promotional, marketing, or other advertising activities in any offline manner, including by using any of our or our affiliates’ trademarks or logos (including any MSG Marks), any Program Content, or any Tagged Links in connection with email, offline promotion or in any offline manner (e.g., in any printed material, e-book, mailing, private message on social media networks, or attachment to email, or other document, or any oral solicitations).
5. Distribution of Tagged Links Through Software and Devices
You will not use any Program Content or Tagged Link, or otherwise link to an MSG Site, on or in connection with: (a) any client-side software application (e.g., a browser plug-in, helper object, toolbar, extension, component, or any other application executable or installable by an end user) on any device, including computers, mobile phones, tablets, or other hand-held devices; or (b) any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or DVD players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps).
6. Content on your Platform
You will be solely responsible for the content on your Platform and ensure:
a. You will not add to, delete from, or otherwise alter any Program Content in any way, including by adding additional information, except that you may resize Program Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Program Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect or misleading. Some types of links that we may make available to you may contain a link to an informational page on an MSG Site that is not formatted as a Tagged Link (for example, links to privacy policy information at the bottom of banners); without limiting the generality of the foregoing, you will not remove, obscure, or alter, or make invisible, illegible, or indecipherable to visitors of your Platform, any “Privacy Information” link.
b. You will not sell, resell, redistribute, sublicense, or transfer any Program Content or any application that uses, incorporates, or displays any Program Content, PA API, or Data Feeds. For example, you will not use, or enable, or facilitate the use of Program Content within advertising outside of your Platform or on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give rights in or to any Program Content to any other person or entity, nor will you create links formatted with your Affiliate tag for, or display such links on, a site that is not your Platform.
c. You will promptly remove from your Platform and delete or otherwise destroy any Program Content that is no longer displayed on an MSG Site or that we notify you is no longer available for your use.
d. You will not use any Program Content, including any name or likeness embodied in that Program Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third party materials in close proximity to Program Content).
e. You will not (and you will not seek to) purchase, register or otherwise use any MSG Mark or variations or misspellings of any of those words for use in any Search Engine. In addition to any other rights and remedies available to us, upon our request, you will cause any Search Engine designated by us to exclude “Proprietary Terms” (defined below) from keywords used to display your advertising content in association with search results (e.g., request exclusion by negative keyword bidding), assuming the Search Engine offers such exclusion capabilities.
f. You will not bid on or purchase keywords, search terms, or other identifiers, or any other trademark of MSG or its related companies or affiliates or variations or misspellings of any of these words (“Proprietary Terms”) or otherwise participate in keyword auctions on any Search Engine if the resulting paid search advertisement is a Prohibited Paid Search Placement (as defined in the Commission Income Statement). You may purchase paid search advertisements and submit links to Search Engines to appear in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), so long as you comply with the Agreement and those paid or unpaid search results send users to your Platform and not directly or indirectly via a Redirecting Link (as defined in the Commission Income Statement), to an MSG Site.
g. You will not offer any person or entity any consideration, reward, or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Tagged Links. For example, you cannot implement any “rewards” or loyalty program that incentivizes persons or entities to visit an MSG Site via your Tagged Links.
h. You will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity.
i. You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with any MSG Site (including any usernames or passwords of MSG Site customers).
j. You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of an MSG Site.
k. You will not make any orders or engage in other transactions of any kind on an MSG Site on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so.
l. You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (for example, search, browse, or order) are occurring.
m. You will not include on your Platform, display, or otherwise use Tagged Links or Program Content in connection with, any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
n. You will not frame an MSG Site, or any part of it, within your Platform, including by display within an integrated web browser within a mobile application. However, displaying a Tagged Link on your Platform in accordance with Section 2 of these Participation Requirements, will not be a violation of this section.
o. You will not post or serve any Tagged Links or other content promoting an MSG Site within any pop-up or pop-under windows, transitional page ads, or layer ads, except for pop-up windows in conjunction with your Platform promoting products closely associated with the materials on your Platform.
p. You will not include any Tagged Links in any content that you place on an MSG Site (for example, in connection with any advertising service available through an MSG Site or in a customer review, forum, guide, or any other customer-generated context available on an MSG Site).
q. You will not attempt to circumvent the Commission Income Statement or artificially increase your commission income. For example, you cannot cause any page of an MSG Site to open in a customer’s browser other than as a result of the customer clicking on a Tagged Link on your Platform.
r. You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert commission income from, any site that participates in the Affiliate Program.
s. You will not artificially generate clicks or impressions on your Platform or create sessions on an MSG Site, whether by way of a bot or software program or otherwise.
t. You will not display or otherwise use any of our customer reviews or ratings, in part or in whole, on your Platform unless you have obtained a link to that customer review or rating through PA API and you comply with the requirements for PA API described in the IP License.
u. You will not directly or indirectly purchase any products or take a Bounty Event action through Tagged Links, whether for your use or for the use of any other person or entity, and you will not permit, request or encourage any of your friends, relatives, employees, contractors, or business relations to directly or indirectly purchase any products or take a Bounty Event action through Tagged Links, whether for their use, your use or the use of any other person or entity. Further, you will not purchase any products through Tagged Links or take a Bounty Event action for resale or commercial use of any kind or offer any products on your Platform for resale or commercial use of any kind.
v. You will not hide, spoof or otherwise obscure the URL of your Platform containing Tagged Links (including by using Redirecting Links) or the user agent of the application in which the Program Content is displayed or used such that we cannot reasonably determine the site or application from which a customer clicks through such Tagged Link to an MSG Site.
w. You will not use a link shortening service, button, hyperlink, or other ad placement in any manner that makes it unclear that you are linking to an MSG Site.
x. Upon our request, you will provide us with written certification that you have complied with the Agreement (generally or specifically with respect to any provision of the Agreement, including the Program Policies). Any failure to provide such certification in accordance with our request will constitute a material breach of the Agreement.
y. Unless otherwise agreed by MSG, your Platform must not have price tracking and/or price alerting functionality.
z. You will not display on your Platform, or otherwise use, any Program Content to advertise or promote any products that are offered on any site that is not an MSG Site (e.g., products offered by other retailers). You will not display on your Platform or otherwise use any data, images, text, or other information or content you may obtain from us that related to Excluded Products.
1. Products
Under the Affiliate Program, subject to the additions and exclusions described in this Products Statement, a “product” is any physical or digital item sold on an MSG Site.
2. Services
No services are currently included in products at this time.
3. Excluded Products
Notwithstanding the above, the following items and services are currently excluded from the products included in the Affiliate Program (“Excluded Products”):
a. any product sold on a site linked to an MSG Site (for example, a product listed through our “Product Ads” program or sold on a site linked to from a banner ad, sponsored link, or other link displayed on an MSG Site); or
b. any product which has been excluded by a third party seller or vendor. You will receive an alert if a product is excluded when attempting to link using the tools be make available on the Affiliate Site.
These Guidelines apply to the use of the marks we may make available to you as part of Program Content (“MSG Marks”). Strict compliance with these Guidelines is required at all times, and any use of the MSG Marks in violation of these Guidelines will automatically terminate any license related to your use of the MSG Marks.
1. YOU ARE ALLOWED TO USE THE MSG MARKS ONLY BY DISPLAY ON YOUR PLATFORM WITH THE PURPOSE OF ADVERTISING AVAILABILITY OF PRODUCTS ON AN MSG SITE, WITH A CORRESPONDING TAGGED LINK TO THAT SITE.
2. Your use of the MSG Marks must (i) comply with the most up-to-date version of these Guidelines, and (ii) comply with all Program Documents (as defined in the Commission Income Statement).
3. You may use the MSG Marks solely for the purpose specifically authorized under the Program Documents. You may not use or display the MSG Marks (i) in any manner that implies sponsorship or endorsement by us; (ii) to disparage us, our products or services; (iii) in any way that may, at our discretion, diminish or otherwise damage our goodwill in the MSG Marks; or (iv) in offline material or email (e.g., in any printed material, mailing, SMS, attachment to email, or other document, or any oral solicitation).
4. We will supply an image or images of the MSG Marks for you to use. You may not alter any MSG Mark in any manner. For example, you cannot change the proportion, color, or font of any MSG Mark, or add or remove any elements from any MSG Mark.
5. Each MSG Mark must appear by itself, in its entirety, with reasonable spacing between each side of the MSG Mark and other visual, graphic, or textual elements. Under no circumstance can any MSG Mark be placed on any background that interferes with the readability or display of that MSG Mark.
6. All rights to the MSG Marks are our exclusive property, and all goodwill generated through your use of any MSG Mark will inure to our exclusive benefit. You will not take any action that conflicts with our rights in, or ownership of, any MSG Marks.
7. You cannot display or otherwise use any trademark of any third party seller or vendor on an MSG Site in connection with any Tagged Link unless you have obtained from that seller or vendor specific written authorization to do so.
8. You cannot use or apply to register any trademark that is confusingly similar to any MSG Mark in any jurisdiction. You cannot use or apply to register any trademark, domain name, subdomain, username or app name that is confusingly similar to any MSG Mark in any jurisdiction.
We reserve the right to modify these Guidelines and the approved MSG Marks, at any time and in our sole discretion, by posting a change notice or revised Guidelines or approved MSG Marks on the Affiliate Site.
We reserve the right to take appropriate action against any use without permission or any use that does not conform to these Guidelines, at any time and in our sole discretion.
This License governs your use of Program Content in connection with your participation in the Affiliate Program. By accepting the Agreement, or by accessing or using the Program Content, including the proprietary application programming interfaces and other tools (collectively, the “PA API”) that permit you to access and use certain types of data, images, text, and other information and content relating to products (“Product Advertising Content”) which we may make available to you, you agree to be bound by this License.
1. Limited License to Program Content
Subject to the terms of the Agreement and solely for the limited purpose of participation in the Affiliate Program in strict compliance with the Agreement (including this License and the other Program Policies), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Program Content solely on your Platform; (b) use only those MSG Marks (as defined in the Trademark Guidelines) we make available to you as part of the Program Content, solely on your Platform and in accordance with the Trademark Guidelines; and (c) access and use PA API, Data Feeds, and Product Advertising Content solely in accordance with the Specifications and this License.
You will use Program Content solely in accordance with the terms of the Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will (a) use Program Content solely to send end users and sales to an MSG Site and will not link any Program Content to, or in conjunction with any Program Content, direct traffic to any page of a site other than an MSG Site (however, parts of your Platform that are not closely associated with the Program Content may contain links to sites other than an MSG Site) and (b) link each use of the Program Content solely to the related product detail page or other relevant page of an MSG Site and not to any other page.
PA API or Data Feeds may allow you to access data, images, text, and other information and content relating to products offered on one or more affiliate sites. If you use PA API or Data Feeds to access or use any such data, images, text, or other information or content, you agree to comply with and be bound by the terms of the applicable license agreement for PA API or Data Feeds (or equivalent service) providing Product Advertising Content from such affiliate sites.
The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents (as defined in the Commission Income Statement), or otherwise upon termination of this Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Program Content (including PA API and Data Feeds) and promptly remove from your Platform and delete or otherwise destroy all of the Program Content and MSG Marks with respect to which the License is terminated or as we may otherwise request from time to time.
2. PA API Usage Requirements
a. Description. Under this License, we may make available to you Program Content including the following:
· Data, images, audio, video, logos, user interface designs, and other creative designs; and
· Textual materials, such as textual product information.
In addition to the foregoing Product Advertising Content and access to PA API, we may make available from time to time for use in connection with PA API sample source code and libraries, each of which will be made available to you under a separate license that accompanies each sample source code or library, as applicable. In connection with PA API, we may also make available specifications, user manuals, guides, supporting materials, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of PA API (collectively, “Specifications”). “Product Advertising Content,” as used in this License, specifically excludes any sample source code or libraries we make available to you under a separate license and any Specifications that we make available. It also specifically excludes any data, images, text, or other information or content relating to products offered on any site other than an MSG Site.
b. Obtaining Product Advertising Content. You may obtain Product Advertising Content by making calls to PA API. If we provide express written approval, you may also obtain Product Advertising Content through a data feed (“Data Feeds”) that we make available via file transfer protocol. If you obtain Product Advertising Content through Data Feeds, your access to and use of Data Feeds is subject to this License. You acknowledge that we may change, deprecate, or republish PA API or Data Feeds, or any features of PA API or Data Feeds, at any time and from time to time, and you agree that it is your responsibility to ensure that your access to and use of PA API or Data Feeds is compatible with the then-current requirements (including this License and all Program Policies).
You must use your Affiliate ID to identify your account and make calls to PA API. You may obtain your Affiliate ID through PA API account creation process.
If you obtain Product Advertising Content through a Data Feed, you must use a unique username/password combination to access the Data Feeds (“Data Feed Access ID”). You must obtain your Data Feed Access ID as part of the Data Feeds approval process.
You are responsible for all activities that occur under your Affiliate ID and/or Data Feed Access ID, as applicable, regardless of whether those activities are undertaken by you or any other person or entity. Therefore, you should contact us immediately if you believe someone other than you may be using your private key or password, or if it has been otherwise disclosed, lost or stolen. You may not use an Affiliate ID or Data Feed Access ID assigned to anyone other than you or that we did not specifically assign to you.
c. Usage Requirements. By making calls to PA API, accessing the Data Feeds, or using Product Advertising Content, you agree to comply with the following requirements:
i. You will use Product Advertising Content only in a lawful manner in accordance with and within the express scope of the terms of this License. You will not use PA API, Data Feeds, or Product Advertising Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing an MSG Site and driving sales of products on an MSG Site. (ii) You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Program Policies. (iii) You will link each use of Product Advertising Content to, and only to, the relevant page of an MSG Site (for example, the relevant product detail page or other page to which particular Product Advertising Content most directly relates), and you will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content direct traffic to, any page of a site other than an MSG Site (however, parts of your application that are not closely associated with Product Advertising Content may contain links to sites other than an MSG Site). (iv) You will not, without our express prior written approval, access or use PA API or Data Feeds for the purpose of aggregating, analyzing, extracting, or repurposing any Product Advertising Content or in connection with any software or other application intended for use by persons or entities that offer products on an MSG Site. (v) You will not (a) interfere, or attempt to interfere, in any manner with the functionality or proper working of PA API; (b) compile or use Product Advertising Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising agencies; or (c) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice, including any notice of intellectual property or proprietary right, appearing on or contained within PA API, Data Feeds, Product Advertising Content, or Specifications. (vi) You will not, and will not attempt to (a) modify, alter, tamper with, repair, or otherwise create derivative works of the Specifications or any software included in the Product Advertising Content; or (b) reverse engineer, disassemble, decompile, or otherwise derive any source code of or relating to PA API, Data Feeds, or any software included in Product Advertising Content. (vii) You will not store or cache Product Advertising Content consisting of an image, but you may store a link to Product Advertising Content consisting of an image for up to 24 hours. You may store other Product Advertising Content that does not consist of images for caching purposes for up to 24 hours, but if you do so you must immediately thereafter refresh and re-display the Product Advertising Content by making a call to PA API or retrieving a new Data Feed and refreshing the Product Advertising Content on your application immediately thereafter. (viii) You will include a date/time stamp adjacent to your display of pricing or availability information on your application if you obtain Product Advertising Content from Data Feeds, or if you call PA API or refresh the Product Advertising Content displayed on your application less frequently than hourly. Additionally, you must either include the following disclaimer adjacent to the pricing or availability information or provide it via hyperlink, pop-up box, scripted pop-up, or other similar method: “Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on [relevant MSG Sites, as applicable] at the time of purchase will apply to the purchase of this product.” In the above examples, “Details” and “More Info” would provide a method for the end user to read the disclaimer. (ix) You will not exceed, or if you build and release an application that calls PA API, each copy of that application that is installed by an end user will not exceed, any limit on calls per second set forth in any Specifications (or that we otherwise notify you apply) and you will not send files to or from PA API that are greater than 40KB without our prior written approval. (x) If you display Product Advertising Content consisting of text on your application, you will include the following disclaimer in plain view to end users of your application: “CERTAIN CONTENT THAT APPEARS [IN THIS APPLICATION or ON THIS SITE, as applicable] COMES FROM MSG. THIS CONTENT IS PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.” You agree to provide us with any information that we request to verify your compliance with this License.
3. Reservation of Rights; Your Submissions
Other than the limited licenses expressly set forth herein, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this License or otherwise, acquire any ownership interest or rights in or to, the Affiliate Program, Tagged Links, link formats, Program Content, PA API, Data Feeds, Product Advertising Content, any domain name owned or operated by us, information and materials on any MSG Site or the Affiliate Site, our and our affiliates’ trademarks and logos (including the MSG Marks), and any other intellectual property and technology that we provide or use in connection with the Affiliate Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).
If you provide us with suggestions, reviews, modifications, data, images, text, or other information relating to any Program Content or in connection with your participation in the Affiliate Program, or if you modify any Program Content in any way (collectively, “Your Submission”), you hereby assign to us all right, title and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a paid-up royalty-free, non-exclusive, worldwide, freely transferable right and license for the duration of your original and derivative intellectual property rights to: (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.