Payee Contact Information

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Contact Information
Please enter contact information for the person responsible for maintaining your website. For most Affiliate Members, the Payee and Contact are the same.

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Website Information

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Affiliate Application (Web Version) This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the MapMart.com Web Services Program (the "Program"). As used in this Application, "SELLER" means IntraSearch Inc. d/b/a MapMart.com, and "COMPANY" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to MapMart.com's site ("Mapmart.com"), located at the URL www.mapmart.com(tm), or to any site that COMPANY will link or affiliate through this program to our site (and which COMPANY will identify in COMPANY's Program application). 1. Enrollment in the Program To begin the enrollment process, COMPANY will submit a completed Program application via our site. SELLER will evaluate COMPANY's application in good faith and will notify COMPANY of COMPANY's acceptance or rejection. SELLER may reject COMPANY's application if SELLER determines (in our sole discretion) that COMPANY's site is unsuitable for the Program. Unsuitable sites include those that: * promote sexually explicit materials * promote violence * promote discrimination based on race, sex, religion, nationality, disability, or age * promote illegal activities * include "MapMart" or variations or misspellings thereof in their domain names * are not suitable for our market * otherwise violate intellectual property rights If SELLER rejects COMPANY's application, COMPANY is welcome to reapply to the Program at any time. COMPANY should also note that if SELLER accept COMPANY's application and COMPANY's site is thereafter determined (in our sole discretion) to be unsuitable for the Program, SELLER may terminate the Agreement without Notice and at any time. 2. Installing MapMart Plug-In on COMPANY's Site Once COMPANY have been notified that COMPANY's site has been accepted into the Program, COMPANY may choose to install the MapMart Plug-In (generally takes less than 15 minutes and is free of charge) on COMPANY's site or SELLER can do it for COMPANY for a fee. 2.1 Technical Installation SELLER will provide COMPANY with guidelines and graphical artwork to use in installing the plug-in. To permit accurate tracking, reporting, and royalty accrual, SELLER will provide COMPANY with appropriately tagged content to be used in the integration. COMPANY acknowledges that, by participating in the Web Services Program, MapMart may receive information from or about visitors to COMPANY's site or communications between COMPANY's site and those visitors. 3. Order Processing SELLER will process Product orders placed by customers from COMPANY's site through the plug-in. SELLER will be responsible for all aspects of order processing and fulfillment. Among other things, SELLER will prepare order forms, process payments, cancellations, and returns, and handle technical support. SELLER will track sales made to customers who purchase Products through the plug-in on COMPANY's site and will make available to COMPANY reports summarizing this sales activity. The form, content, and frequency of the updating of reports may vary from time to time in our discretion. 4. Royalties SELLER will pay COMPANY (in accordance with Sections 5 and 8 below) royalties on certain Product sales to third parties. For a Product sale to be eligible to earn a royalty, the customer must click-through the MapMart Plug-In located on COMPANY's site. The session ends upon one of the following events: (a) 24 hours elapse from the customer's initial click-through, (b) the customer orders the Product, or (c) the customer enters via a third party's MapMart Plug-In. SELLER will only pay royalties on such Products after order, payment and shipping have occurred. Any returned merchandise (data, etc.) will be debited from future royalties. SELLER will not, however, pay royalties on any Products that are added to a customer's Shopping Cart after the customer has reentered our site (other than through COMPANY's MapMart Plug-In), as determined by SELLER, even if the customer previously entered the MapMart Plug-In through COMPANY's site. 5. Schedule of Royalties COMPANY will earn royalties based on Qualifying Revenues according to royalty schedules to be established by SELLER. "Qualifying Revenues" are revenues derived by SELLER from our sales of Qualifying Products, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, cost of medium fees, returns and bad debt. The current royalty schedule is as follows: According to the Royalty Schedule listed below, royalties will be paid from Qualifying Revenues from Product sales. 5.1 Royalty Schedule Qualifying Revenues from sales of all other Qualifying Products include individual sales based on the schedule in Attachment A. 5.2 Royalty Payment SELLER will pay COMPANY royalties on a monthly basis. Approximately 30 days following the end of each month SELLER will send COMPANY a check for the royalties earned subject to our standard terms and conditions. If the royalties payable to COMPANY for any month are less than $100, SELLER will hold payment until the total amount due is at least $100 or (if earlier) until this Agreement is terminated. In calculating royalties, SELLER will deduct the corresponding royalty from COMPANY's next quarterly payment if a Product that generated a royalties is returned by the customer. If there is no subsequent payment, SELLER will send COMPANY a bill for the royalties. 6. Policies and Pricing Customers who buy products through this Program will be deemed to be customers of MapMart.com. Accordingly, all MapMart.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. SELLER may change our policies and operating procedures at any time. For example, SELLER will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. SELLER will use commercially reasonable efforts to present accurate information, but SELLER cannot guarantee the availability or price of any particular product. 7. Identifying COMPANY as an Affiliate COMPANY may issue any press release with respect to this Agreement or COMPANY's participation in the Program only after MapMart.com marketing manager has reviewed and approved said release; publication of release without MapMart.com review may result in COMPANY's termination from the Program. SELLER will make available to COMPANY a graphic image (banner ad) that identifies the MapMart Plug-In on COMPANY's site (eg., MapMart on -----COMPANY NAME or some variation). SELLER may modify the text or graphic image of this notice from time to time. In addition, COMPANY may not in any manner misrepresent or embellish the relationship between SELLER and COMPANY, or express or imply any relationship or affiliation between SELLER and COMPANY or any other person or entity except as expressly permitted by this Agreement. 8. Limited License SELLER grants COMPANY a nonexclusive, revocable right to use the graphic image and text described in Section 13 (Limitation of Liability) and such other text or images for which SELLER grants express permission, solely for the purpose of identifying COMPANY's site as a Program participant and to assist in generating Product sales. SELLER reserves all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. COMPANY agrees to follow our Trademark Guidelines, as those guidelines may change from time to time. SELLER may revoke COMPANY's license at any time by giving COMPANY written notice. 9. Responsibility for the MapMart Plug-In SELLER IS solely responsible for the development, operation, and maintenance of the plug-in and for all materials that appear therein. For example, SELLER will be solely responsible for: * the technical operation of the plug-in * the accuracy and appropriateness of materials posted to the plug-in (including, among other things, all Product-related materials) * ensuring that materials published in the plug-in do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) * ensuring that materials published in the plug-in are not libelous or otherwise illegal SELLER disclaims all liability for these matters. Further, COMPANY will indemnify and hold SELLER harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents the MapMart plug-in. 10. Term of the Agreement The term of this Agreement will begin upon our acceptance of COMPANY's Program application and will end when terminated by either party. Either COMPANY or SELLER may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, COMPANY will immediately cease use of, and remove from COMPANY's site, all links to our site, and all MapMart.com and related company trademarks, trade dress, and logos, and all other materials provided by or on behalf of SELLER to COMPANY pursuant hereto or in connection with the Program. COMPANY is eligible to earn royalties only on our sales of Qualifying Products that occur during the term, and royaltiess earned through the date of termination will remain payable only if the related orders are not canceled or returned. SELLER may withhold COMPANY's final payment for a reasonable time to ensure that the correct amount is paid. 11. Modification SELLER may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available royaltiess, royalties schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO COMPANY, COMPANY's ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. COMPANY's CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. 12. Relationship of Parties COMPANY and SELLER are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. COMPANY will have no authority to make or accept any offers or representations on our behalf. COMPANY will not make any statement, whether on COMPANY's site or otherwise, that reasonably would contradict anything in this Section. 13. CONFIDENTIALITY The parties agree not to knowingly or intentionally disclose or advertise, except to their attorneys, bankers, accountants, or employees who have a need to know, or pursuant to the lawful order of any court or governmental agency, the terms of this Agreement to any third person or entity at any time during the initial term, any extension of this Agreement. 14. CHOICE OF LAW Except as otherwise provided in this Agreement, Colorado law will govern this Agreement and all shipments made under it, regardless of delivery site. 15. FORCE MAJEURE In the event that either party is prevented from performing under this Agreement due to an act of God, flood, war, epidemic, fire, labor dispute, embargo, governmental action, or insurrection beyond the reasonable control of the party invoking this section, and if such party has used reasonable efforts to mitigate its effects and has given prompt written notice to the other party, performance under this Agreement will be excused, and the time for performance will be extended for the period of delay or inability to perform due to such occurrences. Regardless of the excuse, if the party is unable to perform within 30 days after the event, the other party may terminate this Agreement. 16. NOTICE All notices and communications required by this Agreement shall be made in writing and mailed, telecopied, or delivered to the other party at the following address: MapMart.com Powered by IntraSearch <div>5340 South Quebec, Suite 300 South <div>Greenwood Village, Colorado 80111 17. Limitation of Liability SELLER will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if SELLER has been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total royaltiess paid or payable to COMPANY under this Agreement. 18. Disclaimers SELLER makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, SELLER makes no representation that the operation of our site or online or other filing services will be uninterrupted or error-free, and SELLER will not be liable for the consequences of any interruptions or errors. SELLER is further not responsible for any information that does not reach our servers. The correctness and completeness of any application, submission materials and payment of any required government fees is sole responsibility of the customer. 19. Independent Investigation COMPANY ACKNOWLEDGES THAT COMPANY HAS READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. COMPANY UNDERSTANDS THAT SELLER MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER ROYALTIES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH COMPANY's WEB SITE. COMPANY HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 20. Arbitration Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or COMPANY's relationship with SELLER or any of our affiliates shall be submitted to confidential arbitration in Denver, Colorado, except that, to the extent COMPANY has in any manner violated or threatened to violate our intellectual property rights, SELLER may seek injunctive or other appropriate relief in any state or federal court in the state of Colorado (and COMPANY's consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. 21. INDEMNIFICATION COMPANY agrees to indemnify, hold harmless and defend SELLER and its directors, officers, employees and agents from and against any action, claim, demand or liability, including reasonable attorney's fees, if such action is based upon: (i) any allegation that the web site, exclusive of Data Product, infringes a third person's copyright or trademark right, or misappropriates a third person's trade secret, (ii) any allegation that COMPANY's use of any Data Product is libelous, defamatory, violates any publicity or privacy right of a third person, or places a third person in a false light, and/or (iii) any alleged breach of the provisions of Sections I, III, or IV of this Agreement. COMPANY agrees that SELLER shall have the right to participate in the defense of any such claim through counsel of its own choosing. 22. INTELLECTUAL PROPERTY Except as provided below, SELLER shall indemnify COMPANY from and against all damages, liabilities, costs and expenses (including reasonable attorney's fees) arising out of any claim that the PRODUCTS infringe on intellectual property right of a third party, including patent, copyright, trademark and trade secret right, provided that (i) COMPANY shall promptly provide SELLER with written notice thereof and give reasonable cooperation, information and assistance in connection therewith, and (ii) SELLER shall have sole control and authority with respect to the defense, settlement and compromise thereof. SELLER shall have no liability or obligation to COMPANY with respect to any intellectual property right infringement or claim thereof to the extent based upon (i) use of the PRODUCTS in combination with devises or products not provided by SELLER, (ii) use of the PRODUCTS in an application or environment for which such Licensed PRODUCTS were not designed or contemplated, or in a business process where use outside such application, environment or business process would not give rise to a claim of infringement, (iii) modifications, alterations or enhancements of the Licensed PRODUCTS. 23. SHIPPING TERM PRODUCTS will be shipped directly to the CUSTOMER from the SELLER by a mutually agreed upon common carrier. 24. PAYMENTS All payments for PRODUCTS purchased through COMPANY's portal to SELLER's online store will be collected by SELLER. When payment is received by SELLER from the CUSTOMER, the SELLER will pay the COMPANY a percentage of the sales price ("royalty") for each product sold through COMPANY's portal according to EXHIBIT A. COMPANY agrees to SELLER's Sales and return policies which can found on the SELLER's Web site. SELLER will assume responsibility for sales or use taxes, delivery media and shipping charges to be paid or collected. These fees will not be used in calculating the Royalty due COMPANY. Monthly royalty payments and shipping reports of the PRODUCTS sold through COMPANY's portal will be provided to COMPANY by SELLER. 25. MUTUAL COVENANTS The COMPANY will use its best efforts to promote the Product of the SELLER through its online website. The COMPANY shall provide reasonable support and information about SELLER's Product; however, the SELLER shall provide supplemental technical support regarding questions relating to SELLER's products. 26. ENTIRE AGREEMENT This Agreement and all Exhibits to it constitute the entire agreement between the parties with respect to the transactions contemplated by it for the Products covered by this Agreement and supersede all prior understandings. 27. AMENDMENTS No modification, termination, extension, or waiver of any of the provisions of this Agreement will be binding on either party unless made in writing and signed by an authorized officer of each of the parties. Attachment A Royalty Schedule The list below represents the current offerings and retail prices of products and services offered by MapMart.com. This list and prices are subject to change at any time. Negotiated bulk orders will be subject to the same royalty pricing percentage. [Pricing information will be made available upon submission of program application.] USGS DRGs Royalty fee based on 15% of price PRICE Standard Collarless Standard Reprojected Collarless Reprojected Texture Maps USGS DEMs (7.5' x 7.5') Royalty fee based on 15% of price SDTS format FREE DEM format Any other format Texture Maps USGS DEMs (1X2 Deg.) Royalty fee based on 15% of price Any Format 24k Vector Data Royalty fee based on 15% of price Each Existing Layers in SDTS Each Existing Layer in any other format Contour Layer created from DEM 100k Vector Data Royalty fee based on 15% of price Each Existing Layers in SDTS Each Existing Layer in any other format 100k TIGER Data Royalty fee based on 15% of price ArcView or MapInfo format, per county AutoCAD or Microstation, per county Custom Scanned Topographic Maps Royalty fee based on 15% of price 24k, 100k and 250k scales - include paper map DOQQ Royalty fee based on 15% of price 1-meter Black and White 1-meter Color Infrared 8-meter B/w or CIR USGS Paper Maps Royalty fee based on 10% of price 24k, 100k and 250k scales Digital Chart of the World Royalty fee based on 10% of price AutoCAD, ArcView, or MapInfo Format Other formats Digitizing services Royalty fee based on 10% of price varies Aerial Services Royalty fee based on 10% of price varies Satellite Imagery Royalty fee based on 5% of price varies Software Royalty fee based on 5% of sales price Global Mapper MapInfo Professional 7.0 Upgrade from v 6.0 to v 7.0 Upgrade from v 5.5 or earlier to v 7.0 ArcView 3.3 ArcView 3.3 Maintenance Upgrade from v 2.x to 3.3 Upgrade from v 3 to 3.3 Upgrade from v 3.1 to 3.3 Upgrade from v 3.2 to 3.3 ArcView 3.x Spatial Analyst ArcView 3.x 3D Analyst ArcView 8.2 Upgrade from 2.x or 3.x to 8.x Upgrade from 8.x single to 8.x concurrent ArcGIS (ArcView 8.x) Spatial Analyst ArcGIS (ArcView 8.x) 3D Analyst ArcView 3D Analyst to ArcGIS 3D Analyst 8.x ArcView Spatial Analyst to ArcGIS Spatial Analyst 8.x PC Arc/Info PC Arc/Info Upgrade to V4 ArcIMS Standard ArcIMS Standard - Additional CPU ArcIMS Standard Commercial Server ArcIMS Standard - Additional CPU for Comm.

I/we have reviewed the Agreement Terms and wish to speak with a MapMart representative to find out more about adding the Web Services Plug-In to our Website. Please have someone contact me.*

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