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  1. #1
    ABW Ambassador Ron Bechdolt's Avatar
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    Merchants: Is LinkShare fulfilling their contractual obligations?
    Merchants,

    We, as affiliates, are not privy to the contract you sign with Linkshare so I'm wondering if any of you could tell me if there is any part of that contract that states how quickly LinkShare must pay us affiliates? I'm thinking there must be something in that contract to protect merchants like that.

    Thanks for any information you can provide.
    Ron Bechdolt | Affiliate Program Management Consultant
    7 Days A Week Marketing

  2. #2
    Moderator MichaelColey's Avatar
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    I believe they're required to pay us within 10 working days of the merchant paying. There's no doubt that they're in default with that.
    Michael Coley
    Amazing-Bargains.com
     Affiliate Tips | Merchant Best Practices | Affiliate Friendly? | Couponing | CPA Networks? | ABW Tips | Activating Affiliates
    "Education is the most powerful weapon which you can use to change the world." Nelson Mandela

  3. #3
    ABW Ambassador Ron Bechdolt's Avatar
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    Bumping this in case anyone knows the answer and did not see my post.
    Ron Bechdolt | Affiliate Program Management Consultant
    7 Days A Week Marketing

  4. #4
    MasterMike HardwareGeek's Avatar
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    I found this Merchant agreement from 1999 someone might wana read it and see
    MERCHANT AGREEMENT between LinkShare Corporation, a Delaware corporation
    ("LinkShare"), and the undersigned merchant ("Merchant" or "You"), dated July
    13, 1999.

    The LinkShare Network-TM- includes member websites that are potential on-line
    sales affiliates for merchants ("LinkShare Sales Affiliates"). Using its
    proprietary LinkShare Synergy-TM- software, LinkShare offers services to
    facilitate establishing links between merchants and sales affiliates and
    tracking sales through those links. This Agreement contains the terms agreed to
    by the parties for Merchant's access to the LinkShare Network-TM- and use of
    LinkShare's services as an on-line merchant.

    1. LINKSHARE NETWORK SERVICES. As a LinkShare merchant, Merchant may use the
    relevant area of a LinkShare Website (the "LSN Site") to post offers to
    establish Qualifying Links with LinkShare Sale Affiliates, receive and
    respond to any counteroffers and, if agreement is reached, conclude binding
    link exchange engagements with LinkShare Sales Affiliates. The detailed
    procedures and rules governing those activities will be the same as those
    applicable to LinkShare Merchants generally and posted on the LSN Site from time
    to time.

    2. PRIVATE LABEL SERVICES. If you select LinkShare's optional Private Label
    Network Services, a special area of the LSN Site (the "PLN Site") under Your
    brand or distinctive name Network will be available for You to establish
    Qualifying Links with Your own sales affiliates who are not LinkShares Sales
    Affiliates ("PLN Sales Affiliates"). Attachment C to this Agreement is part of
    this Agreement if you have selected Private Label Network Services.

    3. QUALIFYING LINKS; LICENSES SITES. A "Qualifying Link" is a hypertext link
    between the website of a LinkShare Sales Affiliate or PLN Sales Affiliate (in
    either case, a "Sales Affiliate") with whom You conclude an Engagement to a
    Licensed Site of Merchant, with that link being established through the
    interface of the LSN Site or the PLN Site using a code that is generated by
    LinkShare Synergy client server software You install in the server for Your
    relevant Licensed Site and an additional tracking code added at the LSN Site or
    PLN Site by LinkShare's software. A "Licensed Site" is each of Your Websites
    with the respective URLs identified below Your signature to this Agreement, as
    well as any "mirror site" You designate in writing to LinkShare at least ten
    business days before its first use in the LinkShare Network, in each case so
    long as the site is owned and operated by You.

    4. LINKSHARE'S PRICES. You agree to pay LinkShare the application fees and
    charges provided for in the attached Pricing Schedule, as and when due. Your
    obligations to pay any unpaid fees and charges accruing before expiration or
    termination of this Agreement will survive expiration and termination.

    5. MONTHLY REPORTS. Within ten business days after the end of each calendar
    month during which You have a Qualifying Link, LinkShare will provide You,
    online at a password-protected area of the LSN Site or PLN Site, with a report
    showing Your attributable Gross Sales, calculated as explained in the attached
    Pricing Schedule. To the extent Your Engagements provide for You to compensate a
    Sales Affiliate by a commission based on Gross Revenues from sales through the
    relevant Qualifying Link, that report will also show the commissions due from
    You to that Sales Affiliate for the month. Our obligation to furnish such
    reports or perform other tracking,

    <PAGE>

    date collection or reporting functions is conditioned on such links being
    properly established, formatted and maintained in accordance with LinkShare's
    requirements.

    6. INTEROPERABILITY. LinkShare will provide You with the client server software
    for the interface of each Licensed Site with the LinkShare website contemplated
    by this Agreement. LinkShare will provide Merchant, at no separate charge, up to
    four hours of telephonic technical assistance with regard to installing the
    LinkShare software and establishing such interface. Additional technical
    assistance may be purchased as provided in the Pricing Schedule. All technical
    assistance will be provided on the same terms and conditions as LinkShare
    provides it to LinkShare Merchants generally.

    7. CERTAIN OTHER AGREEMENTS OF MERCHANT. Merchant agrees that it will not, and
    will cause its corporate affiliates not to, directly or indirectly: (i) enter
    into any agreement, arrangement or understanding or engage in any course of
    conduct with the intent of reducing payments to which LinkShare otherwise would
    be entitled hereunder or to otherwise take unfair advantage of LinkShare or its
    services or that has any such effect, (ii) utilize or offer to affiliated or
    unaffiliated third parties any service or software package (whether proprietary
    to Merchant or a third party) that is in competition with or a substitute for
    the LinkShare software or services made available pursuant to this Agreement, or
    (iii) develop or actively assist a third party in the development of a system,
    software, network or service that is competitive with or could serve as a
    substitute for the LinkShare software, network or services made available
    pursuant to this Agreement. If this Agreement is terminated during the initial
    or any renewal term by LinkShare because of a material breach of this Agreement
    by You or for just cause, Your obligations under this Section 7 shall continue
    for a period of time after such termination equal in length to the unexpired
    balance of such term as of the time of such termination plus an additional
    twelve months.

    8. TERM AND TERMINATION. (a) Unless terminated sooner as provided below, this
    Agreement will remain in effect for an initial term of six consecutive months
    beginning as of the date of this Agreement. Unless either party gives the other
    written notice of termination no later than ten business days prior to the
    expiration date of the then-existing initial or renewal term, this Agreement
    will automatically renew for consecutive twenty-four months terms.

    (b) Either party may terminate this Agreement if the other party
    materially breaches its obligations hereunder and such breach remains uncured
    for thirty days following written notice of the breach given to the breaching
    party. Any rights or remedies of either party arising out of a breach or
    violation of any terms of this Agreement by the other party will survive
    expiration or termination of this Agreement.

    (c) LinkShare may terminate or suspend Merchant's or any Sales
    Affiliate's access to all or part of the LinkShare Network, the LSN Site and the
    PLN Site for just cause, including, but not limited to, default in payment
    obligations to LinkShare or Sales Affiliates, inappropriate use, persistent
    failure to comply with the rules applicable to users generally, the posting of
    content that is libelous, defamatory, obscene, pornographic, "adult-oriented,"
    relates to gambling or use of illegal substances, abusive or overly violent or
    LinkShare's good faith determination

    <PAGE>



    that Merchant's use adversely impacts LinkShare's reputation or good relations
    with its merchants and Sales Affiliates generally or violates any law or any
    third party's rights.

    9. CERTAIN LIABILITY LIMITATIONS. (a) EXCLUSION OF WARRANTIES. TO THE FULLEST
    EXTENT PERMISSABLE PURSUANT TO APPLICABLE LAW, EACH PARTY DISCAIMS ALL
    WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
    FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT.

    (b) NO CONSEQUENTIAL DAMAGES. EXCEPT AS PROVIDED BELOW, NEITHER PARTY
    WILL HAVE ANY LIABILITY IN CONNECTION WITH OR RESULTING FROM THIS AGREEMENT OR
    ANY OF THE CONTEMPLATED LINKS, SERVICES, ACTIVITIES OR RELATIONSHIPS FOR ANY
    INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES, EVEN IF SUCH
    PARTY WAS AWARE THAT SUCH DAMAGES COULD RESULT. The foregoing exclusion shall
    not apply for the benefit of the breaching party in the case of any breach of
    the provisions relating to confidentiality or intellectual property, any breach
    of Section 7 or any purported termination of this Agreement not permitted by its
    terms. This section 9(b) shall survive failure of an exclusive or limited
    remedy.

    (c) MAXIMUM LIABILITY. EXCEPT AS PROVIDED BELOW, THE MAXIMUM AGGREGATE
    LIABILITY OF EACH PARTY UNDER OR RELATED TO THIS AGREEMENT IS LIMITED, FOR
    LINKSHARE, TO THE AMOUNT OF FEES ACTUALLY PAID TO LINKSHARE BY MERCHANT DURING
    THE TERM OF THIS AGREEMENT AND, FOR MERCHANT, TO THE AMOUNT OF FEES AND CHARGES
    PAID OR ACCURED DURING THE TERM. The foregoing limitation shall not apply for
    the benefit of the breaching party in the case of a breach of the provisions
    relating to confidentiality or intellectual property, a breach of Section 7 or a
    purported termination of this Agreement not permitted by its express terms.

    (d) This Section 9 will survive any expiration or termination of this
    Agreement.

    10. MISCELLANEOUS. (a) The parties are independent contractors. Nothing in this
    Agreement and no course of dealing between the parties will confer upon Merchant
    any exclusive rights with respect to the LinkShare Network or LinkShare's
    software or services.

    (b) This Agreement may not be assigned by either party, in whole or in
    part, without the express prior written consent of the other party, which will
    not be unreasonably withheld or delayed. Reasonable grounds for LinkShare
    withholding any such consent shall include, without limitation, that a proposed
    assignee is a competitor or a corporate affiliate of a competitor. Assignment of
    this Agreement to a successor to substantially all of either party's business
    will not require the other party's consent, but LinkShare may terminate this
    Agreement if direct or indirect control of your on-line merchandising business
    is acquired by a LinkShare competitor.

    (c) This Agreement shall be governed by the internal laws of the State
    of New York. This Agreement is the entire agreement between the parties
    pertaining to its subject matter and

    <PAGE>

    all written or oral agreements, representations, warranties or covenants, if
    any, previously existing between the parties are canceled. The statements about
    the LinkShare Network or LinkShare's Software or services on its Website or
    otherwise are not representations, warranties or other contractual obligations.
    Any amendments of this Agreement must be in writing and signed by both parties.
    No failure or delay in exercising any power, right, or remedy under this
    Agreement will operate as a waiver. A waiver, to be effective, must be written
    and signed by the waiving party.

    EACH PARTY HAS READ THIS AGREEMENT, INCLUDING THE ATTACHED PRICING SCHEDULE,
    ATTACHMENT B AND, IF APPLICABLE, ATTACHMENT C, AND AGREES TO BE BOUND BY ALL THE
    TERMS AND CONDITINS HEREOF (INCLUDING SUCH ATTACHMENTS).


    LINKSHARE CORPORATION

    BeFirst.com
    ---------------------------------- By: /s/ Heidi S. Messer
    [Insert Name of Merchant] --------------------------------




    By: /s/ Courtney Jones
    ------------------------------
    Name/Title: Courtney Jones
    ----------------------
    Chairman BeFirst
    ----------------------

    LICENSED SITE URL(S) INITIALS OF PARTIES


    www.befirst.com
    ---------------------------------- ------------------------------------
    www.findwhat.com
    ---------------------------------- ------------------------------------

  5. #5
    ABW Ambassador Ron Bechdolt's Avatar
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    It's late and I'm tired, but I did not see any statement there about when LS has to pay affiliates. Do any of you merchants have information that is different on newer contracts?
    Ron Bechdolt | Affiliate Program Management Consultant
    7 Days A Week Marketing

  6. #6
    Moderator MichaelColey's Avatar
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    I didn't see one, either. But it's late and I'm tired too.

    The termination clause, assuming similar wording is in newer contracts, looks pretty tough. Even in the case of a breach of contract by Linkshare, the merchant would have to complain in writing and Linkshare would have 30 days to resolve the breach. So, if the payment delays were a breach of contract, a merchant would have had to have complained about it in writing and it not be resolved for 30 days after that complaint.
    Michael Coley
    Amazing-Bargains.com
     Affiliate Tips | Merchant Best Practices | Affiliate Friendly? | Couponing | CPA Networks? | ABW Tips | Activating Affiliates
    "Education is the most powerful weapon which you can use to change the world." Nelson Mandela

  7. #7
    Newbie
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    According to the Affiliate agreement everyone agrees to....Linkshare says they are not responsible for paying you....

    "The obligation to pay any compensation You earn from Your Qualifying Links is solely the responsibility of each Network Merchant with which You form those Qualifying Links, and LinkShare is not liable or responsible for payment or collection. That is true even if LinkShare at any time acts as a Network Merchant's agent for disbursing checks or payments and sends You a check or other payment drawn on a LinkShare account. "

  8. #8
    ABW Ambassador buy_online's Avatar
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    Linkshare may actually have some form of Fiduciary responsibility , despite what their agreement states.

    Check with your local attorney to see if it applies to you.

    Fred

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