Affiliate is expressly prohibited from all of the following:
Promoting, marketing, advertising, and selling the Products in any manner that is prohibited by law;
Marketing, advertising, publicizing or selling the Product in any manner that states, suggests, implies or otherwise conveys, either orally or in writing, to a consumer that the Product is capable of any use that violates, or may violate, any state, federal or international law including, without limitation, the Digital Millennium Copyright Act (“DCMA”);
Using any trademark, tradename, service mark or copyrighted information for which it is not expressly authorized or duly licensed to use; and
Removing from the Product or Product’s packaging any notice or use disclaimer provided by Dragon Media Inc.;
Affiliate shall make no representation or warranties on behalf of Dragon Media Inc., including without limitation, to any sub-Affiliates, consumers or purchasers regarding the Product, and Dragon Media Inc. shall not be bound by, or have any liability with respect to, any representations, warranties, claims or other statements of any kind whatsoever made by Affiliate, whether express or implied. Without limitation of the foregoing, Affiliate agrees that it shall make no representations, warranties, statements or other claims regarding any Products, whether express or implied, that are in addition to or inconsistent with Product information published by Dragon Media Inc., including without limitation, regarding the products purpose, uses and capabilities.
Compliance with Laws:
Affiliate represents and warrants that it will comply with all applicable laws, rule and regulations in its performance under this Agreement, including without limitation, those applicable to the importation, marketing, sale and distribution of Products in the Territory. Affiliate expressly agrees to promptly inform Dragon Media Inc. of any notices or demands that it receives to cease selling the Product or to remove, modify or alter any software application thereon, from any third party including without limitation, any owner of intellectual property rights and any state or federal agency.
Affiliate shall have all discretion to set the prices charged to its customers and sub-Affiliates for the Products, however, Affiliate must not advertise or sell any Product for less than the minimum advertised price (“MAP”) set by Dragon Media Inc. Any marketing, promotion or sale of a Product for less than the MAP will result in the termination of this Agreement and revocation of Affiliate’s assignment and right to market and sell Dragon Box Products. In such a terminating event, Affiliate expressly agrees to sell back to Dragon Media Inc. all unsold Product for the same price it paid to purchase them from Dragon Media Inc.
Affiliates will be paid every Friday.
Affiliate shall defend at its expense, indemnify and hold harmless Dragon Media Inc. from and against any and all claims, notices and actions brought by a third party against Dragon Media Inc. arising from any negligence or willful misconduct by Affiliate, or its employees, agents or contractors, or any violation of this Agreement by Affiliate, including without limitation, any breach of any warranty or covenant herein including any claim by any third party that Affiliate aided or abetted any purchaser or user in using the Product to infringe on
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Dragon Media Inc.