Program Commission Income Statement (“Commission Income Statement”)

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:

(a) a customer clicks through a Special Link on your Site to the NCCBM site; and

(b) during a single session, which is measured as beginning when a customer clicks through that Special Link and ending upon the first to occur of the following: (x) 24 hours elapse from that click, (y) the customer places an order for a Product, other than a digital product (as determined in our sole discretion; for example, an NCCBM software download or items sold under the name “NCCBM Music,” “NCCBM Shorts”, “eDocs”, “NCCBM Prime Video”, “Game Downloads”, “NCCBM Coin”, “Kindle Books”, “Kindle Newspapers”, “Kindle Blogs”, “Kindle Newsfeeds”, or “Kindle Magazines”) (a “Digital Product”), or (z) the customer clicks through a Special Link to an NCCBM Site that is not your Special Link (a “Session”), any of the following happens:

1. the customer purchases a Product by adding a Product to his or her shopping cart and completing the order for that Product no later than 30 days after their initial click-through of the Special Link, or

For each Qualifying Purchase, the corresponding “Qualifying Revenue” is equal to the amount we actually receive from that Qualifying Purchase, less any shipping charges, gift-wrapping fees, 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 this Affiliates 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 purchased after termination of your Agreement,

(b) any Product order where a cancellation, return, or refund has been initiated,

(c) any Product purchased by a customer who is referred to the NCCBM Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “NCCBM”.

(d) any Product purchased by a customer who is referred to the NCCBM 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 purchased by a customer who is referred to the NCCBM site by a link that sends users indirectly to an NCCBM Site via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site (a “Redirecting Link”),

(f) any Product purchased by a customer, where such customer does not comply with the terms and conditions applicable to an NCCBM Site,

(g) any Product purchase that is not correctly tracked or reported because the links from your site to the relevant NCCBM Site are not properly formatted,

(h) any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by PA API (as defined below under the IP License) or other linking tools that we make available to you,

(i) any Product subject to a Bounty Event (as defined in Section 4(a) of this Commission Income Statement, with the corresponding related Special Commission Income),

(j) any Product purchased as a subscription unless otherwise provided in the Agreement, and

(k) any pre-release or pre-order Product that is not available on a Product 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 described in the  (”Standard Commission Income”). Commission Income is calculated as a percentage of Qualifying Revenue.

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), NCCBM reserves 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 (even those which do not involve purchases of Products) may be 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 purchase will also apply on a substantially similar basis as restrictions for special programs or promotions. The following Special Commission Income may become available.

(b) Bonus Events

Bonus Events are available in select countries as referenced in the Appendix (“Special Commission Income”). You will earn Special Commission Income described in this Section 4(b) in connection with “Bonus Events” which occur when (1) a customer, who must be eligible for the Bonus Event as described in the Appendix, clicks through a Special Link on your Site to the NCCBM Site, and (2) during the resulting Session the customer completes the bonus action described in the Appendix.

NCCBM 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, repetitive Bonus Events, and Bonus Events that do not result from Special Links on your Site). NCCBM will determine in its sole discretion, in each case, whether a Bonus Event has occurred or if there has been a violation or abuse.

Special Links to the Bonus Event-specific homepages listed in the Appendix are permitted in connection with the corresponding Bonus Event, notwithstanding the Affiliates 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. NCCBM reserves the right to discontinue or modify all or part of any limitation at any time. At this time there are no income limitations.

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 an NCCBM Site approximately 60 days following the end of each calendar month in which they were earned by the method described below that you have selected. You may be permitted to elect to receive payment in a currency other than the default currency for an NCCBM Site. If you choose to do so, you agree that the conversion rate will be determined in accordance with NCCBM’s operating standards.

Option 1: 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 you select this option, we reserve the right to hold commission income until the total amount due to you reaches the minimum stated in the Payment Minimum Chart. and to deduct a processing fee as stated in the Payment Minimum Chart from each check we send to you

Option 2: Payment by NCCBM Gift points. These gift points are redeemable for products on the NCCBM Site the commission income was earned on. If you select this option, we reserve the right to hold commission income until the total amount due to reaches the minimum stated in the Payment Minimum Chart.

Option 3: Payment by Paypal. We will send you this amount to the nominated email address paypal or paygate or stripe account you provide. If you select this option, we reserve the right to hold commission income until the total amount due to you reaches the minimum stated in the Payment Minimum Chart and to deduct a processing fee as stated in the Payment Minimum Chart from each check we send to you.

If you do not select or maintain valid information for a payment option, we may at our discretion hold earned commission income until you make your selection or provide such information.

Payment Minimum Chart

If at any time there has been no substantial activity on your account for at least 3 years, then we will have the right, with 30 days’ written notice to withhold the accrued commission income for your inactive account, up to a maximum closure withholding of an amount equal to the minimum amount listed in the Payment Minimum Chart for payment by gift card. Further, any unpaid accrued commission income in your account may be subject to escheatment under applicable law or become extinct by applicable statute of limitation.

Payments made to you, as reduced by all deductions or withholdings described in the 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 whatsoever, we reserve the right to adjust or offset the same against any subsequent commission income payable to you under the Agreement.

Affiliates Program Participation Requirements (“Participation Requirements”)

1. Enrolment and Eligibility

To begin the enrolment process, you must submit a complete and accurate Affiliates Program application. Your Site(s) must contain applicable content and be publicly available via the website address provided in the application. You must identify your Site(s) in your application. We will evaluate your application and notify you of its acceptance or rejection. Your Site will not be eligible for inclusion in the Affiliates Program, and you cannot include any Special Links or Product Advertising Content on it, if your Site is unsuitable. Unsuitable Sites 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 discriminatory (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 (15 U.S.C. §§ 6501-6506) or any regulations promulgated thereunder or the Children’s Online Protection Act);

(g) include any trademark of NCCBM or its affiliates, or a variant or misspelling of a trademark of NCCBM or its affiliates in any domain name, subdomain name, 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 1) reject your application for any other reason or 2) terminate your account in connection with any violation or abuse (as determined in our sole discretion), you can write to us to have us review your account again.

You will ensure that the information in your Affiliates Program application and information otherwise Affiliated with your account on the Affiliates Site, including your email address, other contact information, and identification of your Site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Affiliates Program and the Agreement to the email address then-currently Affiliated with your 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 Affiliated with your account is no longer current.

The Affiliates Program is free to join, and we provide resources to help Affiliates succeed with the program from time to time. We have never authorized any business to provide paid set-up or consulting services to our Affiliates, so please be wary if any business like that (even one attempting to appropriate the NCCBM name) reaches out to offer you costly services.

2. Links on Your Site

(a) Special Links

After you have applied to the Affiliates Program, you are permitted to display Special Links on your Site. Special Links enable accurate tracking, reporting, and accrual of commission income.

Special Links must use the Affiliates ID we have assigned to you.

(b) General Requirements Applicable to All Special Links

Special Links may be created by you or made available to you by us. If we inform you that your Site does not qualify to use certain types of links, you must cease displaying those types of links on your Site. You are solely responsible for the content, style, and placement of each link that you place on your Site and for ensuring that Special 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 Site. You must not encourage customers to bookmark your Special Links. All Special Links must be accessed directly from your Site. For example, you must include your Affiliates ID or “tag” (appearing as XXXXX-##, or such other format as we may designate) as a parameter in the URL of each link you place on your Site to an NCCBM Site.

You may add or delete Products (and related Special Links) from your Site at any time without our approval. Special Links must link to Products (as defined in the Products Statement). When linking to pages with Product lists you must have content on your Site that is relevant to the Special Link.

You must remove from your Site any links and related references to limited time promotions as soon as that promotion on the relevant NCCBM Site ends. 

You must not make inaccurate, overbroad, deceptive or otherwise misleading claims about any Product, an NCCBM Site.

Product prices and availability may vary from time to time. Because prices for and availability of Products that you have listed on your Site may change.

3. Responsibility for Your Site

You will be solely responsible for your Site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

(a) the technical operation of your Site and all related equipment,

(b) displaying Special Links and Program Content on your Site 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 disclosures (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 Site),

(c) creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site (including all Product descriptions and other Product-related materials and any information you include within or Affiliate with Special Links),

(d) using the Program Content, your Site, and the materials on or within your Site 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 Site 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 visitor’s 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 NCCBM Marks, whether or not permitted under the Agreement.

4. Promotional Limitations

You will refrain from engaging in any promotional, marketing, or other advertising activities on behalf of NCCBM in connection with an NCCBM Site or the Affiliates 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 NCCBM Mark), any Program Content, or any Special Link in connection with email, offline promotion or in any offline manner 

5. Distribution of Special Links Through Software and Devices

Except as agreed between you and us in a separate written agreement referencing this Section 5, you will not use any Program Content or Special Link, or otherwise link to an NCCBM 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 handheld devices (other than Approved Mobile Applications); 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 Site

You will be solely responsible for the content on your Site and ensure:

(a) You will not add to, delete from, or otherwise alter any Content in any way,  that materially alters the meaning of the text or cause the text to become factually incorrect, or misleading. 

(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 Site or on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Program Content to any other person or entity, nor will you create links formatted with your Affiliates tag for, or display such links on, a site that is not your Site.

(c) You will promptly remove from your Site and delete or otherwise destroy any Program Content that is no longer displayed on an NCCBM 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 NCCBM Mark  or variations or misspellings of any of those words for use in any Search Engine . In addition to any other rights or 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, of NCCBM or any other trademark of NCCBM or its affiliates or variations or misspellings of any of these words or otherwise participate in keyword auctions on any Search Engine if the resulting paid search advertisement is a Prohibited Paid Search Placement. 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 site and not directly, or indirectly via a Redirecting Link (as defined in the Commission Income Statement), to an NCCBM 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 Special Links. For example, you cannot implement any “rewards” or loyalty program that incentivizes persons or entities to visit an NCCBM Site via your Special 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 NCCBM Site (including any usernames or passwords of NCCBM Site customers).

(j) You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of an NCCBM Site.

(k)) 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 are occurring.

(l) You will not include on your Site, display, or otherwise use Special 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.

(m) You will not frame an NCCBM Site, or any part of it, within your Site, including by display within an integrated web browser (e.g., WebView) within a Mobile Application. However, displaying a Special Link on your Site 

(n) 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 NCCBM Site to open in a customer’s browser other than as a result of the customer clicking on a Special Link on your Site.

(o) 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 Affiliates Program.

(p) You will not artificially generate clicks or impressions on your Site or create Sessions on an NCCBM Site, whether by way of a robot or software program or otherwise.

(q) You will not cloak, hide, spoof, or otherwise obscure the URL of your Site containing Special Links (including by use of Redirecting Links) or the user agent of the application in which Program Content is displayed or used such that we cannot reasonably determine the site or application from which a customer clicks through such Special Link to an NCCBM Site.

(r) You will not use a link shortening service, button, hyperlink or other ad placement in a manner that makes it unclear that you are linking to an NCCBM Site.

(s) 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 the certification in accordance with our request will constitute a material breach of the Agreement.

Affiliates Program Products Statement (“Products Statement”)

1. Products

Under the Affiliates Program, subject to the additions and exclusions described in this Products Statement, a “Product” is any physical or service item sold on an NCCBM Site.

2. Services

No services other than NCCBM Services & Products are currently included in Products at this time.

3. Excluded Products

Notwithstanding the above, there are currently no products excluded.

Affiliates Program Mobile Application Policy (“Mobile Application Policy”)

If your Site includes a software application designed and intended for use on mobile phones, tablets, or other handheld devices (a “Mobile Application”), your Mobile Application:

(a) must be available in either the Google Play, Apple, or NCCBM app stores,

(b) must be free to download and all NCCBM links must be accessible without paying for access,

(c) must not emulate NCCBM’s own shopping app functionality, and

We will evaluate your application and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an “Approved Mobile Application” for purposes of the Agreement.

Affiliates Program Trademark Guidelines (“Trademark Guidelines”)

These Guidelines apply to the use of the marks we may make available to you as part of Program Content (“NCCBM Marks”). Strict compliance with these Guidelines is required at all times, and any use of the NCCBM Marks in violation of these Guidelines will automatically terminate any license related to your use of the NCCBM Marks.

1. YOU ARE ALLOWED TO USE THE NCCBM MARKS ONLY BY DISPLAY ON YOUR SITE WITH THE PURPOSE OF ADVERTISING AVAILABILITY OF PRODUCTS ON AN NCCBM SITE, WITH A CORRESPONDING SPECIAL LINK TO THAT SITE.
2. Your use of the NCCBM 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 NCCBM Marks solely for the purpose specifically authorized under the Program Documents. You may not use or display the Marks (i) in any manner that implies sponsorship or endorsement by us; (ii) to disparage us, our products or services; (iii) in a way that may, at our discretion, diminish or otherwise damage our goodwill in the NCCBM Marks; or (iv) in offline material or email (e.g., in any printed material, mailing, SMS, MMS, attachment to email, or other document, or any oral solicitation).
4. We will supply an image or images of the NCCBM Marks for you to use. You may not alter any NCCBM Mark in any manner. For example, you cannot change the proportion, color, or font of any NCCBM Mark, or add or remove any elements from any NCCBM Mark.
5. Each NCCBM Mark must appear by itself, in its entirety, with reasonable spacing between each side of the NCCBM Mark and other visual, graphic, or textual elements. Under no circumstance can any NCCBM Mark be placed on any background that interferes with the readability or display of that NCCBM Mark.
6. All rights to the NCCBM Marks are our exclusive property, and all goodwill generated through your use of any NCCBM Mark will inure to our exclusive benefit. You will not take any action that conflicts with our rights in, or ownership of, any NCCBM Mark.
7. You cannot display or otherwise use any trademark or logo of any third party seller or vendor on an NCCBM Site in connection with any Special 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 NCCBM 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 NCCBM mark in any jurisdiction.

We reserve the right to modify these Trademark Guidelines and the approved NCCBM Marks, at any time and in our sole discretion, by posting a change notice or revised Trademark Guidelines or approved NCCBM Marks on the Affiliates 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.

Affiliates Program License (“License”)

This License governs your use of Program Content in connection with your participation in the Affiliates Program. By accepting the Agreement, or by accessing or using the Program Content, 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 purposes of participation in the Affiliates 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 Site; (b) use only those of the NCCBM Marks (as defined in the Trademark Guidelines) we make available to you as part of the Program Content, solely on your Site and in accordance with the Trademark Guidelines,.

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 NCCBM 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 NCCBM Site (however, parts of your Site that are not closely Affiliated with the Program Content may contain links to sites other than an NCCBM Site) and (b) link each use of the Program Content solely to the related Product detail page or other relevant page of an NCCBM Site and not to any other page.

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 Site and delete or otherwise destroy all of the Program Content and NCCBM 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 Agreement, 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 NCCBM Site.

You are responsible for all activities that occur under your Account Identifiers 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 that someone other than you may be using your private key or password, or if your private key or password is otherwise disclosed, lost, or stolen. 

(b) 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:

1. 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. 
2. 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 NCCBM 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 NCCBM Site 

(c) 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 NCCBM Site.

(d) You will not (i) interfere, or attempt to interfere, in any manner with the functionality or proper working of PA API; (ii) compile or use Product Advertising Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities; or (iii) 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.

(e) 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. Unless otherwise notified by us, you may store individual NCCBM Standard Identification Numbers (ASINs) for an indefinite period until the termination of this License. Notwithstanding the foregoing, if your application includes a client application, the client application may not store or cache Product Advertising Content. Upon our request you will, within three business days of our request, furnish us with a copy of any client application that includes or uses Product Advertising Content for the purpose of verifying your compliance with this License.

(f) 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 NCCBM. 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.

NCCBM Influencer Program Policy (“Influencer Program Policy”)

The Affiliates Program “NCCBM Influencer Program” is a country specific program that is available in select countries. You may earn commission income by acting as a social media presence facilitating customer purchases as part of the NCCBM Influencer Program in connection with your participation in the Affiliates Program. In order to participate in the NCCBM Influencer Program, an eligible Affiliate (“Influencer”) must meet NCCBM qualitative and quantitative thresholds, complete the registration process, and comply with the applicable provisions of the Agreement, including this Influencer Program Policy.

1. Registration Information; Influencer Page.

(a) Registration Information. To register as an Influencer, you must complete all information requirements, including granting requests to access data regarding your social media presences.

(b) Influencer Page. This NCCBM Influencer Program may include an NCCBM Site influencer page registered through NCCBM and assigned to you (“Influencer Page”). With respect to Special Links that direct customers to your Influencer Page, the related Session will be measured as beginning when our customer clicks through to your Influencer Page. The Influencer Page is a “Service Offering” for all purposes under the Agreement. With respect to any text, pictures, compilations, lists, comments, digital videos, or other data or content you submit to NCCBM in connection with the NCCBM Influencer Program (“Influencer Content”), you will not submit such Influencer Content if it violates any standard included in Section 1 of the Participation Requirements or the NCCBM Community Guidelines.

(c) Marketing. Solely with respect to the NCCBM Influencer Program, and notwithstanding anything to the contrary in the Participation Requirements, you may include Special Links to your Influencer Page in emails; provided, that such emails are in compliance with the Agreement, the Trademark Guidelines, and the NCCBM Brand Usage Guidelines. Upon our request, you will provide us with representative sample materials and written certification that you have complied with the foregoing. We will specify the form of, and content required in, that certification in any such request. Any failure by you to provide the certification in accordance with our request will constitute a material breach of this Influencer Program Policy. For the avoidance of doubt, (i) for the purposes of applicable marketing laws (for example, if applicable, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act of 1991 and any similar or successor legislation), you are the “Sender” of each email containing any Special Links, and (ii) you must comply with applicable laws and marketing industry standards and best practices for all emails relating to the NCCBM Influencer Program. NCCBM may revoke the offline marketing permissions granted in this Section 1 at any time in its sole discretion by providing written notice to you.

2. Onsite Use

(a) Discretion in Use; Removal Right. NCCBM may (as determined by NCCBM in its sole discretion) but is not obligated to use Influencer Content, subject to the terms of the license described in Section 3(b) of the Influencer Program Policy. NCCBM reserves the right (in its sole discretion and at any time) to reject, remove, suspend, or restore any or all of the Influencer Content.

(b) Compensation. With respect to Influencer Content used by NCCBM within the NCCBM Site, Influencer will earn commission income (“Onsite Commission Income”) as further detailed in Affiliates Central. To be eligible to earn Onsite Commission Income from the applicable NCCBM Site, you must be registered as an Influencer for the applicable NCCBM Site with a dedicated Store ID for this purpose.

3. Reservation of Rights; Consent; Indemnification

(a) Reservation of Rights. We reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of the Agreement or otherwise, acquire any ownership interest or rights in or to, the Influencer Page, the Influencer Page URL, information and materials on the Influencer Page or any other aspect of the NCCBM Site. You will not take any action that conflicts with our rights in, or ownership of, the Influencer Page. NCCBM reserves all rights to determine the content, appearance, functionality, URL, and all other aspects of the Influencer Page and NCCBM Site, including through the display of (i) advertising materials on the Influencer Page, without compensation to Influencer, and (ii) disclosure (by text, link, icon, or otherwise) regarding Influencer’s participation in the NCCBM Influencer Program.

(b) Consent. By accepting this Influencer Program Policy, you hereby grant to NCCBM a non-exclusive, worldwide, fully paid-up, royalty-free license for the maximum duration of your original and derivative intellectual property rights in all languages to use, copy, reproduce, adapt, translate, excerpt, reformat, distribute, transmit and display your name, photo, logo and other trademarks (“Influencer Marks”) and materials provided to NCCBM in connection with the NCCBM Influencer Program, including through linkage to your NCCBM public profile; provided however, that NCCBM will not alter any Influencer Marks from the form provided by Influencer (except to re-format or re-size, so long as the relative presentation of the Influencer Marks remains the same).

(c) Influencer Content and Site. For avoidance of doubt, you acknowledge that Influencer Content you submit will be subject to the provisions of the Conditions of Use on the relevant NCCBM Site relating to posting content or submitting material and that your Influencer Content and Site are subject to the requirements of Section 3(b) of the Participation Requirements relating to compliance with all applicable laws (for example, if applicable, the US FTC Guides Concerning Use of Endorsement and Testimonials in Advertising). Additionally, if Influencer has any other material connection or otherwise receives any compensation from any other manufacturer, distributor, brand, or third party in connection with any Influencer Content, Influencer is also responsible for following all applicable laws with respect to those connections or compensation arrangements, including those described in the FTC Endorsement Guides (such as by using the text “#Ad” or “#Sponsored”).

(d) Indemnification. WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF THE INFLUENCER PAGE AND INFLUENCER CONTENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO ANY INFLUENCER CONTENT.

4. Termination.NCCBM may suspend or terminate Influencer’s participation in the NCCBM Influencer Program, and Influencer may terminate such participation, in each case immediately by notice provided in accordance with the termination provisions of the Agreement. The rights set forth in Section 3 of this Influencer Program Policy will survive the termination of Influencer’s participation in the NCCBM Influencer Program; provided that, we will use commercially reasonable efforts to remove any Influencer Marks from the Influencer Page following termination.

Affiliate Program Operating Agreement

Updated: September 25 2021. 

Welcome to NCCBM’s website for Affiliate (the “Affiliate Site”), where you can manage your affiliate marketing relationship with the relevant NCCBM entities as set forth in Schedule 1 (“NCCBM” or “us” or similar terms).

Any person or entity that participates or attempts to participate in our associate marketing program (the “Affiliate Program” and such person or entity, “you”, or an “Associate”) must accept this Affiliate Program Operating Agreement (this “Agreement”) without change. By registering for or using the Affiliate Site, you agree to 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.) Please read them carefully.

1. Description of the Affiliate Program

The Affiliate Program permits you to monetize your website, social media user-generated content, or online software application (referred to here as your “Site“), by placing on your Site links to an NCCBM Site in Schedule 1 or, if applicable for the location, any other site which is included in the Affiliate Program Commission Income Statement (each an “NCCBM Site“). The links must properly use the special “tagged” link formats we provide and comply with this Agreement (“Special Links“)

When our customers click through the Special Links to purchase an item sold or services offered on the NCCBM Site 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 offerings on any site other than the NCCBM Site.

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 NCCBM 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 income otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of NCCBM to recover damages in excess of this amount.

3. NCCBM Customers

When you refer customers, by virtue of your participation in the Affiliate Program, your customers for further services becomes NCCMB customer. 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 the NCCBM Site 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 an NCCBM Site, you will state that those customers must follow contact directions on that NCCBM Site to address customer service issues.

4. Warranties

You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and create, maintain, and operate your Site in accordance with this Agreement, (b) neither your participation in the Affiliate Program nor your creation, maintenance, or operation of your Site 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 sanctions or of sanctions consistent with law imposed by the governments of the country where you are using any Service Offering; (f) you will comply with all export and re-export restrictions, and applicable restrictions, that may apply to goods, and services, and (g) the information you provide in connection with the Affiliate Program is accurate and complete at all times. You can update your information by logging into your account on the Affiliate Site and selecting “Account Settings”.

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 Associate

You must clearly and prominently state the following, or any substantially similar statement previously allowed under this Agreement, on your Site or any other location where NCCBM may authorize your display or other use of Program Content: “As an NCCBM Associate 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 advance written permission. 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 7 calendar 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 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 you 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 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 cancelations 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 3, 4, 5, 6, 7, 8, 10, and 11 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 NCCBM SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE NCCBM SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE NCCBM 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 AFFILIATES 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 AFFILIATES 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 AFFILIATES 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 AFFILIATES 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 AFFILIATES 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 SITE 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 AFFILIATES 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 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 7 WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Limitations on Liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, 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 TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH 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 SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, 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 NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY NCCBM 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 affiliates will be subject to the governing law and disputes provision for the applicable NCCBM Site set forth on Schedule 2.

11. Taxes

Any taxes and related obligations 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 affiliates will be subject to the tax provision for the applicable NCCBM Site set forth on Schedule 3.

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 Site and users of your Site that we obtain in connection with your display of Special Links and Program Content (for example, that a particular NCCBM customer clicked through a Special Link from your Site before buying a product on the NCCBM Site),(b) review and monitor to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Site as examples of best practices in our educational materials. For information on how we process personal information, please see the relevant NCCBM Privacy Notice as set forth in Schedule 4.

You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, because we take on affiliates and practitioners globally that will have same or similar services to you, (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. In the event of a conflict between this Agreement and your agreement with an NCCBM affiliate under a separate affiliate marketing program that agreement will control with respect to such separate program. 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.

Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.

Any information relating to NCCBM or any of its affiliates that we provide or make accessible 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 NCCBM’s “Confidential Information” and will remain NCCBM’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 5 years after termination.

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 to the contrary herein, 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.

13. Modification

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, which other than increased Standard Commission Income and Special Commission Income will be no less than two business days from the date the notice is provided. 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.

SCHEDULES

Schedule 1: NCCBM Entity and NCCBM Site by Location
Schedule 2: Governing Law and Disputes by NCCBM Site
Schedule 3: Tax Provision by NCCBM Site
Schedule 4: Privacy Notice by NCCBM Site

SCHEDULE 1: NCCBM ENTITY AND NCCBM SITE BY LOCATION

SCHEDULE 2: GOVERNING LAW AND DISPUTES BY NCCBM SITE

SCHEDULE 3: TAX PROVISION BY NCCBM SITE

SCHEDULE 4: PRIVACY NOTICE BY NCCBM SITE

We know that you care how information about you and how it is used and shared, and we appreciate your trust that we will do so carefully and sensibly. This Privacy Notice describes how we collect and process your personal information through NCCBM websites, devices, products, services, , and applications that reference this Privacy Notice (together “NCCBM Services”). By using NCCBM Services, you are consenting to the practices described in this Privacy Notice.

• What Personal Information About Customers Does NCCBM Collect?
• For What Purposes Does NCCBM Use Your Personal Information?
• What About Cookies and Other Identifiers?
• Does NCCBM Share Your Personal Information?
• How Secure Is Information About Me?
• What About Advertising?
• What Information Can I Access?
• What Choices Do I Have?
• Are Children Allowed to Use NCCBM Services?
• EU-US and Swiss-US Privacy Shield
• California Consumer Privacy Act
• Conditions of Use, Notices, and Revisions
• Related Practices and Information
• Examples of Information Collected

What Personal Information About Customers Does NCCBM Collect?

We collect your personal information in order to provide and continually improve our products and services.

Here are the types of personal information we collect:

• Information You Give Us: We receive and store any information you provide in relation to NCCBM Services. You can choose not to provide certain information, but then you might not be able to take advantage of many of our NCCBM Services.
• Automatic Information: We automatically collect and store certain types of information about your use of NCCBM Services, including information about your interaction with content and services available through NCCBM Services. 
• Information from Other Sources: We might receive information about you from other sources, such as updated delivery and address information from our carriers, which we use to correct our records and deliver your next purchase more easily. 

For What Purposes Does NCCBM Use Your Personal Information?

We use your personal information to operate, provide, develop, and improve the products and services that we offer our customers. These purposes include:

• Purchase and delivery of products and services. We use your personal information to take and handle orders, deliver products and services, process payments, and communicate with you about orders, products and services, and promotional offers.
• Provide, troubleshoot, and improve NCCBM Services. We use your personal information to provide functionality, analyse performance, fix errors, and improve the usability and effectiveness of the NCCBM Services.
• Recommendations and personalization. We use your personal information to recommend features, products, and services that might be of interest to you, identify your preferences, and personalize your experience with NCCBM Services.
• Comply with legal obligations. In certain cases, we collect and use your personal information to comply with laws. For instance, we collect from sellers information regarding place of establishment and bank account information for identity verification and other purposes.
• Communicate with you. We use your personal information to communicate with you in relation to NCCBM Services via different channels (e.g., by phone, email, chat).
• Advertising. We use your personal information to display interest-based ads for features, products, and services that might be of interest to you. We do not use information that personally identifies you to display interest-based ads. 
• Fraud Prevention and Credit Risks. We use personal information to prevent and detect fraud and abuse in order to protect the security of our customers, NCCBM, and others..

What About Cookies and Other Identifiers?

To enable our systems to recognize your browser or device and to provide and improve NCCBM Services, we use cookies and other identifiers. 

Does NCCBM Share Your Personal Information?

Information about our customers is an important part of our business, and we are not in the business of selling our customers’ personal information to others. We share customers’ personal information only as described below and with subsidiaries NCCBM.com, Inc. controls that either are subject to this Privacy Notice or follow practices at least as protective as those described in this Privacy Notice.

• Transactions involving Third Parties: We make available to you services, products, applications, or skills provided by third parties for use on or through NCCBM Services. For example, you can order products from third parties  
• Third-Party Service Providers: We employ other companies and individuals to perform functions on our behalf. Examples include fulfilling orders for products or services, delivering packages, sending postal mail and email, removing repetitive information from customer lists, analyzing data, providing marketing assistance, providing search results and links (including paid listings and links), processing payments, transmitting content, scoring, assessing and managing credit risk, and providing customer service as well as providing a network of services.. These third-party service providers have access to personal information needed to perform their functions, but may not use it for other purposes.
• Business Transfers: As we continue to develop our business, we might sell or buy other businesses or services. In such transactions, customer information generally is one of the transferred business assets but remains subject to the promises made in any pre-existing Privacy Notice (unless, of course, the customer consents otherwise). Also, in the unlikely event that NCCBM.com, Inc. or substantially all of its assets are acquired, customer information will of course be one of the transferred assets.
• Protection of NCCBM and Others: We release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our Conditions of Use and other agreements; or protect the rights, property, or safety of NCCBM, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.

Other than as set out above, you will receive notice when personal information about you might be shared with third parties, and you will have an opportunity to choose not to share the information.

How Secure Is Information About Me?

We design our systems with your security and privacy in mind.

• We work to protect the security of your personal information during transmission by using encryption protocols and software.
• We follow the Payment Card Industry Data Security Standard when handling credit card data.
• We maintain physical, electronic, and procedural safeguards in connection with the collection, storage, and disclosure of customer personal information. Our security procedures mean that we may ask to verify your identity before we disclose personal information to you.
• Our devices offer security features to protect them against unauthorized access and loss of data. You can control these features and configure them based on your needs. 
• It is important for you to protect against unauthorized access to your password and to your computers, devices, and applications. We recommend using a unique password for your NCCBM account that is not used for other online accounts. Be sure to sign off when finished using a shared computer.  

What Information Can I Access?

You can access your information, including your name, address, payment options, profile information, purchase history in the “Your Account” 

Conditions of Use, Notices, and Revisions

Our business changes constantly, and our Privacy Notice will change also. You should check our websites frequently to see recent changes. Unless stated otherwise, our current Privacy Notice applies to all information that we have about you and your account. We stand behind the promises we make, however, and will never materially change our policies and practices to make them less protective of customer information collected in the past without the consent of affected customers.