Terms & Conditions

FICTION ON DEMAND E-COMMERCE SERVICES AGREEMENT FOR AFFILIATE MAGAZINES

 

This agreement between Fiction on Demand, 56 Albany Drive, Columbia, MO 65201 (“Fiction on Demand”), and  (“Affiliate Magazine”).

 

1. Agreement Summary and Non-disclosure agreement.

 

The Affiliate Magazine designation grants Fiction on Demand reselling permission by Affiliate Magazine for the sole purpose of processing but not fulfilling orders made by Customer via Fiction on Demand website. Any review copies or other printed material provided by Affiliate Magazine are subject to Fiction on Demand’s Confidentiality and Non-disclosure agreement. No material provided by Affiliate Magazine shall be used for promotional or other use by Fiction on Demand without express permission of Affiliate Magazine and Author.

 

2. Affiliate Magazine responsibility for misrepresentation and loss.

For each item of Merchandise, Magazine will provide Fiction on Demand price. Affiliate Magazine is responsible for notifying Fiction on Demand in writing of any price change requests, address changes, payment, or contact information changes. Affiliate Magazine is responsible for any losses incurred through shipping costs or fees assessed by Fiction on Demand as outlined in this agreement. Affiliate Magazine is responsible for notifying Fiction on Demand of any stock outages, and liable for fees assessed for order cancellations based on stock outages.

3. Fees collected by Fiction on Demand.

Fiction on Demand will assess a 25% + $0.30 fee for processing each credit card transaction. Please note, the $0.30 fee is based on transaction, not item quantity.

4. Affiliate Magazine order fulfillment obligation.

Upon receipt of Purchase Order, Affiliate Magazine agrees to fulfill Customer's order on Fiction on Demand’s behalf. Affiliate Magazine accepts responsibility for all lost, damaged, or unfulfilled orders and fees associated with chargebacks, returns, and cancellations.

4. Shipping charges.

All Merchandise is assumed to include shipping costs. Fiction on Demand will not assess additional shipping or handling fees from Customers.

5. Customer follow-up on orders.

Customers will receive the Contact Person’s email or other email provided by Affiliate Magazine for inquiry on their order after Fiction on Demand completes processing of credit card payment.

6. Order notification and remittance payments.

 

Upon order processing, Fiction on Demand will send Affiliate Magazine’s Contact Person’s email address an electronic Purchase Order that includes customer name address, and order summary. Fiction on Demand will provide a printed summary of all transactions with a monthly NET-30 remittance paid by check.

 

7. Tax assessment, where applicable.

 

Customers who are Missouri residents are subject to state sales tax. This value is not included in calculating processing fees. Fiction on Demand is responsible for remitting any applicable taxes to designated authorities.

 

8. Chargebacks and Refunds.

 

Disputed charges and customer initiated returns will be assessed on the following remittance. If chargeback and refund sums are greater than remittance amount, Affiliate Magazine is responsible for reimbursing Fiction on Demand chargeback and refund amounts.

 

9. Affiliate Magazine initiated cancellations.

 

Cancellations of orders and chargebacks initiated by Affiliate Magazines for orders Affiliate Magazine cannot fulfill will be assessed a fee of $5 US per transaction.

 

10. Reserve holdings.

 

Fiction on Demand reserves the right, under special circumstances, to withhold remittance payments to cover potential chargebacks and refunds. Factors determining reserve amounts may also include past instances of Affiliate Magazine order cancellations or problems regarding timely order fulfillment. Remittance summaries will outline any reserve funds held by Fiction on Demand. Upon cancellation of Affiliate Magazine agreement, Fiction on Demand will return reserve to Affiliate Magazine, less any amount owed Fiction on Demand.

 

Cancellation of Affiliate Agreement

This Agreement starts on the date Affiliate Magazine acknowledges agreement with its terms to Fiction on Demand, and will last until the day either party should desire to terminate this Agreement. In the event Affiliate Magazine is in material breach of this Agreement, Fiction on Demand has no obligation to give prior notice of the termination. Material breech may include violation of terms outlined in this agreement, gross, negligent, or otherwise fraudulent representation made by Affiliate Magazine. Neither Affiliate Magazine nor Fiction on Demand are obligated to continue under this Agreement for any period of time, and Affiliate Magazine should not rely upon whether or not Fiction on Demand will continue to distribute Affiliate Magazine Product for any period of time.

Once this Agreement has been terminated:

Affiliate Magazine agrees to fulfill and ship from any Purchase Orders that were placed with Fiction on Demand prior to the termination of the Agreement, and all obligations arising out of those particular Purchase Orders (including rights of product return) shall survive the termination of the Agreement.

Affiliate Magazine will immediately remove any reference to our name or any hyperlinks to the Fiction on Demand website from Affiliate Magazine website and any other marketing materials distributed, published or broadcast after the date of the termination. Affiliate Magazine will promptly notify all third parties known that may be directing potential Customers to the Fiction on Demand website to halt all such activities.

Fiction on Demand will promptly halt any retail sale of Affiliate Magazine merchandise.

Fiction on Demand will continue to make payments of the remittance to Affiliate Magazine out of Affiliate Magazine account, on the regular NET-30 payment dates, until the time that Affiliate Magazine account has reached a zero balance. Reserve rights survive past the termination date of the Agreement. Affiliate Magazine obligation to pay us for any shortfall in Affiliate Magazine account survives the termination of the Agreement.

Affiliate Magazine will continue to be responsible for any liability that might arise out of fraudulent transactions, any infringement of intellectual property rights, and any other violation of law that may have occurred as a result of Affiliate Magazine Product being distributed via Fiction on Demand.

 

Limited Liability of Fiction on Demand.

UNDER NO CIRCUMSTANCES SHALL FICTION ON DEMAND’S TOTAL LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF FICTION ON DEMAND’S RELATIONSHIP WITH AFFILIATE MAGAZINE UNDER THIS AGREEMENT, REGARDLESS OF HOW THE LIABILITY ARISES, EXCEED THE NET AMOUNT REALIZED BY US UNDER THIS AGREEMENT. FICTION ON DEMAND ALSO SHALL NOT HAVE ANY LIABILITY TO AFFILAITE MAGAZINE OR TO ANY OTHER PERSON OR ORGANIZATION FOR ANY DAMAGES RELATING TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY DESCRIPTION, WHETHER ARISING OUT OF WARRANTY OR OTHER CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE.

 

Affiliate Magazine indemnifies and holds harmless Fiction on Demand, its parents, subsidiaries and/or affiliates, together with their officers, employees, directors, successors and assigns, as such, from and against any liabilities, claims, actions, suits, proceedings, judgments, losses, damages, costs and expenses, including reasonable attorneys' fees, resulting from any claim (the "Indemnified Claims") that are made by a third party, including a Customer, that arises out of:

Any claim that Affiliate Magazine merchandise violates a patent, copyright, trademark, trade secret or other intellectual property right of any third party recognized under the laws of any jurisdiction where merchandise is offered for sale or where Affiliate Magazine have shipped merchandise, or where Affiliate Magazine may be directed for viewing;

Any claim that Affiliate Magazine’s merchandise is defamatory, slanderous, or violates the rights of privacy or publicity of any person (including a Customer) where such claims are recognized under the laws of any jurisdiction where Affiliate Magazine merchandise is offered for sale or where Affiliate Magazine has shipped merchandise;

Product warranty claims arising out of Affiliate Magazine merchandise;

Affiliate Magazine fulfillment and shipment of merchandise, including any failure of a shipment to be delivered due to no fault of Fiction on Demand or the Customer;

Any alleged or actual failure on Affiliate Magazine’s part to comply with obligations under this Agreement, including but not limited to obligations to comply with Export Control Laws, Currency Control Laws, Anti-Spam Laws, and Representations and Warranties;

Any credit card Chargeback costs, including refunds, penalties, fees or the like;

Personal injury, property damage or product liability, or any grossly negligent or intentionally tortious acts or omissions Affiliate Magazine commits, in connection with this Agreement or the creation, manufacture, delivery or use of merchandise.

Any failure by Fiction on Demand to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right or law. The invalidity of non-enforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or non-enforceable provisions were omitted. Additionally, the parties to this Agreement agree that any invalid or non-enforceable provision of this Agreement shall be replaced with a valid and enforceable provision which most closely meets or approximates the intent and economic effect of the invalid or non-enforceable provision.

This Agreement shall be governed by and interpreted under the laws of the State of Missouri, United States of America. The parties specifically disclaim application of the United Nations Convention on the International Sale of Goods.

If there are any disputes or conflicts related to or arising out of this Agreement, Affiliate Magazine and Fiction on Demand shall use reasonable means to resolve the conflict prior to starting any lawsuits or other litigation, including negotiation between management personnel capable of resolving the conflicts. However, in the event either litigation arises out of this Agreement, Affiliate Magazine expressly agrees that the litigation will take place exclusively in the state or federal courts located in Boone County, Missouri, USA, and Affiliate Magazine expressly agrees that any such court has personal jurisdiction over Affiliate Magazine. Affiliate Magazine waives all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.

This Agreement sets forth the entire understanding between Affiliate Magazine and Fiction on Demand concerning the subject matter hereof, and any prior understandings, or understandings that are not expressly contained in this Agreement, shall have no effect as of the date this Agreement is effective.

The provisions of this Agreement shall not in any respect whatsoever be deemed to create a partnership, joint venture, or other business combination. Neither party shall be obligated by any agreement, representation or warranty made by the other, nor shall either party be obligated for damages to any person or organization for personal injuries or property damage directly or indirectly arising out of the conduct of the other party's business or caused by the other party's negligence, willful act, or failure to act. There are no third-party beneficiaries through Affiliate Magazine under this Agreement.

In the event any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

The provisions of this Agreement which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination of this Agreement.