PARTICIPATION IN THE PROGRAM

If you are a member of The LinkShare Network, you only need to read and agree to the Master Agreement below. If you are not a member of The LinkShare Network, you must complete a registration form to join The LinkShare Network and then read and agree to the Master Agreement. We will evaluate your registration form and notify you whether your website ("Site") or iPhone, iPod touch, iPad, or Mac application ("App") is accepted for participation in the U.S. iTunes, App Store, iBookstore & Mac App Store Affiliate Program ("Program") administered by LinkShare. We may reject your application after initial approval if we determine (in our sole discretion) that your Site or App is unsuitable for the Program. The Master Agreement governs participation in the Program only.

Unsuitable Sites or Apps include, but are not limited to, those that:

  • Infringe trademark rights of Apple or any third party or otherwise violate the rights of any third party
  • Contain sexually explicit materials
  • Contain hate/violent/offensive content
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
  • Promote illegal activities or otherwise violate any applicable laws, including those targeting "spyware," "adware," or SPAM
  • Violate any intellectual property rights, including, without limitation, scraping text or images from Apple's websites or the iTunes Store, App Store, iBookstore, or Mac App Store
  • Do not clearly state an online privacy policy to their visitors
  • Use misleading or fraudulent means to prompt clicks
  • Include an Apple trademark in the domain name
  • Otherwise are considered offensive or inappropriate at Apple's sole discretion
  • Once you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of the Master Agreement. You should also note that if you are accepted to participate in the Program and your Site or App is thereafter determined (in our sole discretion) to be unsuitable based on the criteria herein for the Program, we may terminate the Master Agreement.

MASTER AGREEMENT

This Master Agreement ("Agreement") is made between Apple Inc. ("Apple") and you ("Affiliate").

BACKGROUND

Affiliate and Apple are each enrolled in The LinkShare Network.

Affiliate and Apple each desire to establish the general terms and conditions that shall govern advertising and commission arrangements between Affiliate and Apple resulting from their participation in The LinkShare Network pursuant to the U.S. iTunes, App Store, iBookstore & Mac App Store Affiliate Program ("Program").

TERMS AND CONDITIONS

In consideration of the promises set forth below, Apple and Affiliate agree as follows:

1. Offers and Engagements.

1.1. Apple may post on The LinkShare Network offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (as defined below). If such offers receive an identification number from The LinkShare Network, they shall be deemed to be an "Offer" for purposes of this Agreement. The term "Offer" shall also include any counter-offers resulting from an Offer.

1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer's terms via The LinkShare Network, an "Engagement" will have been formed. Each Engagement shall have the same identification number as the original Offer that led to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.

1.3. At any time prior to Affiliate providing a Qualifying Link, Apple may with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by Apple for an Offer or an Engagement. Affiliate agrees to promptly implement any request from Apple to remove, alter or modify any graphic or banner ad submitted by Apple that is being used by Affiliate as part of an Engagement.

2. Use of Promotional Content.

2.1. Affiliate may use certain promotional content as may be provided by Apple, including previews of songs and music videos, album art, and App icons ("Promo Content"), for the purposes of promoting the subject of the Promo Content; provided such Promo Content: (i) is placed only on pages that promote the content on which the Promo Content is based; (ii) is proximate to the appropriate web badge provided by Apple, including but not limited to the "Download on iTunes", "Available on the App Store", "Available on the iBookstore", or "Available on the Mac App Store" badge (as approved by Apple) that acts as a link directly to pages within the U.S. iTunes Store, iBookstore, App Store or Mac App Store (each, a "Store," and collectively, the "Stores") where consumers can purchase the promoted content; (iii) includes attribution indicating the Promo Content was "provided courtesy of iTunes" if such Promo Content includes song or music video previews; (iv) is streamed only, and not downloaded, saved, cached, or synchronized with video, if such Promo Content includes song or music video previews; (v) is not used for independent entertainment value apart from its promotional purpose; and (vi) is not used to promote any other goods or services.

2.2. Affiliate acknowledges that Apple provides the Promo Content "as is," and disclaims any and all representations or warranties, including, but not limited to, non-infringement.

2.3. Affiliate shall forward any claims received in connection with the Promo Content to Apple immediately upon receipt, and will remove any Promo Content immediately upon request from Apple.

3. Use of Advanced Linking Tools.

3.1. Apple provides certain tools for Affiliate use in connection with links to the Stores, including the Enterprise Partner Feed ("EPF") and the Search API (collectively, the "Advanced Linking Tools"). Subject to the terms of this Agreement, Apple grants Affiliate a personal, non-exclusive, non-transferable, non-sublicenseable license to use, reproduce, modify, and redistribute the EPF solely in connection with links to the Store(s) determined by Apple. Except as expressly stated in this Agreement, no other rights or license, express or implied, are granted by Apple herein to the EPF or other Advanced Linking Tools. The Advanced Linking Tools are provided by Apple on an "AS IS" basis.

3.2. APPLE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE ADVANCED LINKING TOOLS OR THEIR USE AND OPERATION ALONE OR IN COMBINATION WITH YOUR MATERIALS. APPLE DOES NOT WARRANT THAT THE ADVANCED LINKING TOOLS WILL MEET YOUR REQUIREMENTS, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE MATERIALS WILL BE CORRECTED, OR THAT THE ADVANCED LINKING TOOLS WILL BE COMPATIBLE WITH FUTURE APPLE PRODUCTS, SOFTWARE, OR SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APPLE OR AN APPLE AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
3.3. IN NO EVENT SHALL APPLE BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) ARISING IN ANY WAY OUT OF THE USE, INABILITY TO USE, REPRODUCTION, MODIFICATION AND/OR DISTRIBUTION OF THE ADVANCED LINKING TOOLS, HOWEVER CAUSED AND WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF APPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

4. Affiliate's Responsibilities.

4.1. Affiliate will link its website ("Site") or iPhone, iPod touch, iPad, or Mac application ("App") to areas within the Stores using special URLs specified in the Engagement or in connection with the Promo Content (the "Required URLs"). Affiliate may post as many links to the Required URLs and the rest of the Stores as it likes on Affiliate's Site or App. Any text-based link used with any of the Required URLs by Affiliate on its Site or App may not include any call to action other than one for the purchase of one or more products on a Store. For example, a link may not include a call to action for the reading or composing of a product review on a Store. The position, prominence and nature of links on the Affiliate's Site or App shall comply with any requirements specified in the Engagement, this Agreement and the Affiliate Identity Guidelines (http://www.apple.com/itunes/affiliates/resources/documentation/identity-guidelines.html), but otherwise will be in the discretion of Affiliate. Affiliate must ensure that the proper graphics are used with the appropriate URLs, and that the URLs link to the correct pages. Affiliate promptly shall remove links to the Required URLs and the Stores upon Apple's request.

4.2. Affiliate may not bid on search terms or keywords utilized by any internet search engine or other directory or referral services (e.g. Yahoo Search Marketing, Google, etc. (each, a "Search Engine")) to return or prompt internet search results if such keyword is, includes, or is confusingly similar to any Apple trademark or service mark, (including but not limited to Apple, iTunes, App Store, iBookstore, Mac App Store, iMac, Apple Store, Mac, MacBook, iPod and iPhone; for a complete list of Apple's trademarks, please see Apple's website at http://www.apple.com/legal/trademark/appletmlist.html). Affiliate may be required to employ negative keyword matching to prevent violation of this guideline. Affiliate may bid on generic search terms (MP3, music, video, etc.) from Search Engines provided that Affiliate's search terms, listing titles, and descriptions, and the content of their Sites or Apps do not violate the copyright or any other rights of Apple or third party, as determined by Apple at its sole discretion, or otherwise violate the Terms of Service for the Search Engine that will display the advertising.

4.3. Affiliate may not employ any mechanical means to pull content from any Store or Apple site, including, but not limited to, programmatic crawling, downloading, viewing, or scraping.

4.4.Affiliate shall not make any representations, warranties or other statements concerning Apple, any Store or Apple site, any of Apple's products or services, or Apple's site policies, except as expressly authorized by the Engagement.

4.5. Affiliate is responsible for notifying Apple and The LinkShare Network of any malfunctioning of the Required URLs or other problems with Affiliate's participation in the Engagement.

4.6. Affiliate will not present or use any content at its Site or App, including, without limitation, graphical images, logos, text copy, editorial copy, press releases or marks, that (i) could be interpreted to suggest that such content has been authored or otherwise provided by, or represents the views or opinions of, Apple; (ii) is misleading, defamatory, libelous, obscene, or otherwise objectionable; (iii) infringes, derogates, dilutes, or impairs the rights of Apple or any third party; (iv) refers to Apple but is used as part of a name of a product or service of a company other than Apple; or (v) is used in any other manner inconsistent with any term of this Agreement or with any provision of law.

4.7. Affiliate will not engage in deceptive software download or computer settings practices to promote Apple, the Stores or any Apple site. The prohibited deceptive practices include, but are not limited to, installing software without user knowledge, changing a user's home page without securing user permission, and offering downloadable software that does not install or operate as intended.

5. Links.

5.1 Affiliate is solely responsible for testing links to ensure they are working properly. Apple shall have no liability for inoperable or incorrectly placed links.

5.2 Affiliate shall monitor all links on a weekly basis to ensure operability. This includes testing and maintaining current databases of links.

6. Commissions.

6.1. Apple agrees to pay Affiliate the commission specified in the Engagement if Apple sells to a Store customer (a "Customer") a product that is the subject of the Engagement and if that Customer has accessed the Store and purchased such product via a Qualifying Link. Not all products will be eligible for a commission under the Program, and products eligible for a commission are subject to change without notice in Apple's sole discretion.

6.2. A "Qualifying Link" is a link directing the Customer from Affiliate's Site or App to a Store using a Required URL or other URL provided by Apple for use in The LinkShare Network, after which, the Customer purchases a product from any Store during a Session. For avoidance of doubt, no Qualifying Link shall exist if it includes any call to action other than one for the purchase of a product on a Store. A "Session" is the period of time beginning when a Customer initially arrives at a Store via a link from the Affiliate's Site or App ("Initial Contact"), and ending at the earliest of (i) 72 hours after Initial Contact, (ii) the time at which the same Customer subsequently arrives at any Store via another affiliate link or (iii) the expiration or termination of the applicable Engagement.

6.3. Apple shall have the sole right and responsibility for processing all orders made by Customers. Affiliate acknowledges that all agreements relating to sales to Customers shall be between Apple and the Customer.

6.4. All determinations of Qualifying Links and whether a commission is payable will be made by The LinkShare Network and will be final and binding on both Apple and Affiliate. Prices for the products will be set solely by Apple in its discretion.

6.5. Apple reserves the right to withhold or reverse commissions if Affiliate is in breach of this Agreement or has engaged in any fraudulent activity, including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups.

7. Ownership and Licenses.

7.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or that it may use or develop in the future.

7.2. Apple grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology provided by Apple and posted on the LinkShare Network interface solely for the purpose of creating links from Affiliate's Site or App to the Stores during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Any good will resulting from Affiliate's use of Apple's name, logos, trademarks, service marks and trade dress will inure solely to the benefit of Apple and will not create any right, title or interest for Affiliate. Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

7.3. Affiliate may use only the logos, trademarks, service marks, trade dress, banners, text links, coupon codes, etc. ("Creative") that are provided by Apple and posted in the LinkShare interface. Creative is to be used solely for the purpose of advertising content on the Stores. Affiliate's use of the Creative shall comply with the Affiliate Identity Guidelines (http://www.apple.com/itunes/affiliates/resources/documentation/identity-guidelines.html), which may change from time to time. Affiliate shall not use the Creative in connection with any activity that disparages Apple, or its products or services, or that damages the reputation for quality inherent in the same. The use of Creative that is posted on other sites, found in other emails or other sources, manipulated in any way or derived from any means besides the LinkShare interface is not permitted. If Affiliate does not fully comply with this provision Apple may withhold commissions, immediately terminate this Agreement, permanently remove Affiliate from the Program, or utilize any remedy otherwise available to it in law or in equity.

7.4. Affiliate's use of Apple's name, logos, trademarks, service marks, and trade dress pursuant to Section 7.2 and 7.3 must be in a manner that is clearly less prominent than that of Affiliate's name, logos, trademarks, service marks, trade dress, products and/or Site or App name. Affiliate shall not create or attempt to create an impression that there is an association or affiliation between Apple and Affiliate beyond the arrangement outlined in this Agreement.

7.5. Affiliate shall always maintain the quality of its services at a level satisfactory to Apple. Apple shall at all times have the right to review Affiliate's activities related to this Agreement.

7.6. Affiliate shall immediately cease using Apple's name, logos, trademarks, service marks, trade dress, proprietary technology and any Creative upon the termination or expiration of this Agreement.

7.7. Affiliate grants Apple a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from Apple's site to Affiliate's Site or App. Apple will remove such graphic or banner ad upon Affiliate's request.

8. Confidentiality.

8.1. Except as otherwise provided in this Agreement or with Apple's prior written consent, Affiliate agrees that all information including, without limitation, the terms of this Agreement, Apple's business and financial information, its customer lists, and its pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by Affiliate for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than Affiliate. Notwithstanding the foregoing, Affiliate may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process.

8.2. Apple shall own and retain all right, title and interest in all names, addresses and other identifying information of Customers visiting Apple's sites ("Customer Data") that Apple collects, including without limitation, Customers who access Apple's sites through Qualifying Links, and Affiliate shall have no right to use any such Customer Data.

9. Privacy.

9.1. Affiliate shall not send out any emails, directly or indirectly, that advertise or promote Apple, its products, services, web sites or Offers without Apple's prior express written consent and Apple's approval of email content in each and every instance. Affiliate emails must comply with the CAN-SPAM Act of 2003 and any comparable laws that apply to the transmission of Affiliate's emails.

9.2. Affiliate shall only send an email or other form of electronic message or advertisement containing Apple's name, product or service, web site address, metatag or any other type of identifier to any recipient if the recipient has directly consented to receive such communication from Affiliate or Affiliate has a pre-existing business relationship with the recipient. In addition, Affiliate agrees to provide a recipient of such communication with the ability to "opt out" of further communications from Affiliate either by calling a toll free number or by sending an "unsubscribe" email to Affiliate.

10. Termination.

10.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through The LinkShare Network. Termination of an Engagement shall not terminate this Agreement or any other Engagement.

10.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other party and The LinkShare Network. In addition, Apple shall be entitled to terminate this Agreement immediately if Affiliate materially breaches or violates any terms or conditions of this Agreement, or if Apple determines, in its sole discretion, that there are technical or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect compliance with this Agreement, or that Affiliate obtained orders/referrals fraudulently or through misrepresentation, in which case Apple reserves the right to withhold payment of commissions pending an investigation by Apple of the suspected fraud or misrepresentation. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination shall survive termination of this Agreement.

10.3. This Agreement shall commence as of the date last executed below and shall terminate as per the terms of Sections 10.1 and 10.2 above.

11. Representations.

11.1. Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.

11.2. Affiliate represents that: (a) the contents of its Site or App (as applicable) do not (i) infringe on Apple's or any third party's copyright, patent, trademark, trade secret or other proprietary right or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) contain defamatory or libelous material; (iv) contain lewd, pornographic or obscene material; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and (b) that Affiliate has and complies with a privacy policy that is prominently displayed on its Site or App (as applicable) and in conformity with applicable privacy laws.

11.3. EXCEPT FOR THE ABOVE REPRESENTATIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. Indemnification. Affiliate agrees to indemnify, defend and hold harmless Apple and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

13. Limitation of Liability. Except for Section 12 above, in no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

14. General.

14.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

14.2. Apple may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the LinkShare website and giving Affiliate notice of the modification through the LinkShare Network or through a subsequent written agreement between the parties. IF ANY MODIFICATION IS UNACCEPTABLE TO AFFILIATE, ITS ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. AFFILIATE'S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING APPLE'S POSTING OF A CHANGE NOTICE OR A NEW AGREEMENT ON THE LINKSHARE WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

14.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any disputes arising out of this Agreement shall be brought in the federal or state courts located in Santa Clara County, California. Notices to Apple should be directed by certified mail to Apple Inc. Legal Department, 1 Infinite Loop MS: 36-4ITS, Cupertino, CA 95014.

14.4. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties. Affiliate will express affirmative acceptance of this Agreement's terms and conditions by so indicating when asked to do so on the LinkShare site, and if requested, on Apple's site, or by accepting an Offer, as defined herein.

14.5. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

Last updated: January 4th, 2012