Casual Male affiliate program

Casual Male Retail Group, Inc. est le plus grand détaillant spécialisé dans les vétements grandes tailles pour homme, avec plus de 520 magasins. Principalement implanté aux Etats-Unis et au Canada, Casual Male étend maintenant son commerce aux marchés européens. Casual Male commercialise ses produits sous les marques Casual Male XL, Rochester Big & Tall Clothing et Sears Canada-Casual Male.
Informations complémentaires
Date de fin : aucune
Eléments graphiques à votre disposition :
- Logos : non
- Bannières : oui
- Kit mailing : non
- Liens textes : non
- Codes promo : oui
- Flux disponible en XML, CSV: oui

Destination XL (DXL) is a unique, all-inclusive superstore that offers one of the most extensive assortments of men's big & tall clothing and shoes available anywhere. This "one-stop-shop" concept is designed to make the big & tall man's shopping experience more convenient and enjoyable. From value-priced private labels to high-end designer names, Destination XL offers thousands of styles in the widest range of sizes.
All of the trusted brand-names favorites are here, including Reebok, Dockers, Levi's, Cutter & Buck and Nautica. Experience the luxury of world-renowned designers such as Michael Kors, Thomas Dean, Robert Graham and Cole Haan. Plus, discover some new favorites in private label brands like Canyon Ridge, Oak Hill, Harbor Bay and 555 Turnpike.
And with the most sizes available - Waists 38-64, Big Sizes XL-7XL, Tall Sizes XLT-6XLT plus hundreds of shoes in extended sizes 10-16 and widths to 3E - putting together the perfect wardrobe has never been easier.
As an affiliate of the Destination XL Affiliate Program on PJX, you will earn 10% commission on all referred sales.

Terms and Conditions

MASTER PARTNER AGREEMENT
THIS MASTER PARTNER AGREEMENT (this "Agreement") is made by and between
Casual Male Retail Group, Inc., a Delaware corporation (hereinafter
referred to as "Merchant" or “Party”) and
,
a (hereinafter referred to as "Partner" or
“Party”) (Collectively, the “Parties”).  Capitalized terms used herein
but not defined shall have the meaning ascribed to them by PJX
in the PJX Master Services Agreement
W I T N E S S E T H:
WHEREAS, Partner and Merchant are each enrolled in the PJX
Network™ (the “PJX Network”); and WHEREAS, Partner and Merchant
each desire to establish the general terms and conditions which shall
govern advertising and commission arrangements between Partner and
Merchant which result from their participation in the PJX
Network.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises hereinafter set forth, the Parties hereto agree as follows
TERMS AND CONDITIONS
1.  Offers and Engagements
1.1. Offers. From time to time, Merchant may post on the PJX
Network offers to pay to other participants a specified commission
in return for certain advertising services leading to a Qualifying
Link (defined below). If such offers receive an identification number
from the PJX Network they shall be deemed to be an "Offer" for
purposes of this Agreement.  The term "Offer" shall also include any
counter-offers resulting from an Offer. 
1.2. Engagements.  If an Offer made by one Party is accepted by the other
Party in accordance with the Offer's terms via the PJX Network, an
"Engagement" will have been formed.  Each Engagement shall have the same
identification number as the original Offer that incited the Engagement
and shall be governed by the terms and conditions of this Agreement. 
However, in the event of any inconsistency between the terms of the
Engagement and the terms of this Agreement, the terms of the Engagement
shall prevail.
1.3. Merchant’s Right to Withdraw Offer or Engagement.  At any time prior
to Partner providing a Qualifying Link (defined below), Merchant may, with
 or without notice, (a) change, suspend or discontinue any aspect of an
Offer or an Engagement, or (b) remove, alter, or modify any graphic or
banner ad submitted by Merchant for an Offer or an Engagement.  Partner
agrees to promptly implement any request from Merchant to remove, alter
or modify any graphic or banner ad submitted by Merchant that is being
used by Partner as part of an Engagement.
2.  Partner's Responsibilities
2.1. Linking. Partner will link its website to areas within Merchant's
website using special URLs specified in the Engagement (the "Required
URLs"). Partner may post as many links to the Required URLs and the rest
of Merchant's website, without limitation, on Partner's website. 
The position, prominence and nature of links on the Partner's website
shall comply with any requirements specified in the Engagement, but
otherwise will be at the sole discretion of Partner.
2.2. Representations and Warranties. Partner agrees not to make any
representations, warranties or other statements concerning Merchant,
Merchant's website, any of Merchant's products or services, or Merchant's
website policies, except as may be expressly authorized by the Engagement.
2.3. Notification. Partner is responsible for notifying Merchant and the
PJX Network of any malfunctioning of the Required URLs or other
problems with Partner's participation in the Engagement.  Merchant will
respond promptly to all concerns upon receipt of written notification by
Partner.
2.4 Compliance with Federal and State Laws.  Partner shall maintain strict
compliance with all applicable federal and state laws including, but not
limited to, the CAN-SPAM Act of 2003 and any amendments or revision thereto
(the “CAN-SPAM Act”), as such laws relates to commercial email content and
practices for email sent by Partner to prospective customers, past customers
and existing customers that have as their primary purpose either the
advertisement or the promotion of a commercial product or service. Partner
will immediately notify Merchant of the receipt of any notice or claim
it may or shall have received during the term of this Agreement, and
for a reasonable period of time thereafter, alleging violation of any
federal or state law or of the CAN-SPAM Act, whether material or threatened,
and without regard as to the merit of such claim, and Partner will thereafter
allow Merchant reasonable access to Partner’s business records to audit
and determine compliance.  Partner agrees that failure to adhere to or comply
with any federal or state law, or provision of the CAN-SPAM Act, would
constitute a material breach of this Agreement.
3. Commission and Pricing
3.1. Commission. Merchant agrees to pay Partner the commission specified
in the Engagement if Merchant sells to a visitor to Merchant's website
(a "Customer") a product or service that is the subject of the Engagement
and if that Customer has accessed Merchant's website and purchased the
product or service via a Qualifying Link.  The commission paid by Merchant
to Partner shall be net of shipping charges, sales taxes, hemming charges,
gift certificates, returned items and other incidental charges. Commission
to Partner on backorder items shall become due and payable by Merchant when
the respective item comes into stock and has been shipped to Customer.
3.2. Qualifying Link and Session. As used herein, a "Qualifying Link" is a link
from Partner's website to Merchant's website using one of the Required URLs or
any other URL provided by Merchant for use in the PJX Network if it is
the last link to the Merchant's website that the Customer uses during a Session
where a sale of a product or a service to Customer occurs.  As used herein, a
"Session" is the period of time beginning from a Customer's initial contact with
Merchant's website via a link from the Partner's website and terminating when
the Customer either returns to the Merchant's website via a link from a website
other than Partner's website or the Engagement expires or is terminated.
3.3. Responsibility for Order Processing. Merchant shall have the sole right
and responsibility for processing all orders made by Customers. Partner
acknowledges that all agreements relating to sales to Customer shall be between
Merchant and Customer.
3.4. Disputes; Commission and Pricing. All determinations of Qualifying Links
and whether a commission is due and payable will be made by the PJX
Network whose decision shall be final and binding on both Merchant and Partner. 
Prices for the products will be set solely by Merchant in its discretion.
4. Ownership and License
4.1. Ownership; Rights. Each Party owns and at all times shall retain right,
title and interest in and to its trade names, logos, trademarks, service marks,
trade dress, copyrights and proprietary technology, including, without
limitation, those trade names, logos, trademarks, service marks, trade dress,
copyrights and proprietary technology currently used or which may be developed
and/or used by it in the future (collectively, the “Intellectual Property”).
Nothing contained in this Agreement shall in any way restrict, impair, limit
or affect a Party’s right to use, or to permit third parties to use, any of
its Intellectual Property.  Neither Party shall have the right to assign,
sublicense or transfer the other Party’s Intellectual Property to any third
party and any attempt at such assignment or sublicense, assignment or transfer
is void.  Partner recognizes the value of the goodwill associated with the
Intellectual Property of Merchant and acknowledges that all rights to the
Intellectual Property of Merchant belong exclusively to Merchant.  Partner
shall not do anything which, in Merchant’s judgment, could in any way damage,
injure, impair the validity and substance of the Intellectual Property of
Merchant, nor shall it attack, dispute or challenge Merchant’s ownership rights
in or to the Intellectual Property of Merchant or the validity of this Agreement,
nor shall Partner assist any third party in doing so.
4.2. Grant of License by Merchant.  Merchant hereby grants to Partner a revocable,
non-exclusive, worldwide license to use, reproduce and transmit the Intellectual
Property of Merchant, as designated in the Engagement or during the registration
process in the PJX Network, on Partner's website solely for the purpose of
creating links from Partner's website to Merchant's website pursuant to the
Engagement.  Except as expressly set forth in this Agreement, or permitted by
applicable law, Partner may not copy, distribute, modify, reverse engineer, or
create derivative works from the same. 
4.3. Grant of License by Partner.  Partner hereby grants Merchant a non-exclusive,
worldwide, royalty-free license to use, reproduce and transmit any graphic or
banner ad submitted by Partner solely for co-branding purposes or as a return
link from Merchant's website to Partner's website.
4.4. Use of Intellectual Property.  Partner will have the right to use the
Intellectual Property of Merchant and to copy and distribute other material
of Merchant, including but not limited to email, in connection with the website
and on-line or other Internet activities (including banner and other advertising
of Merchant’s products on Partner’s website) of Partner.   Further, Partner may
subscribe to the email list of Merchant and may use and freely distribute any
such email it shall have received from Merchant in connection therewith,
provided however, Partner shall not have the right to modify the email or
content thereof, including any attachment thereto, or to advertise coupons,
 programs or promotions of Merchant, without the prior approval of Merchant.
4.5. Prohibition; Reebok. Partner agrees that during the term of this
Agreement, it will not promote Reebok Big and Tall products.  It is expressly
acknowledged and agreed that this prohibition shall only apply to the
Reebok brand, when used alone or with the classic or performance brand
logo, but not with any professional or collegiate sports league or team
and shall not apply to any other Reebok trademark or brand, such as, but
not limited to, RBK or Above the Rim, or to any apparel in sizes XL
or smaller, which sizes may be promoted by Partner without restriction.
 
5. Bid on Term; Rights of Partner. Partner shall at all times be allowed
to use and enjoy Google’s Adwords™, Yahoo! Search Marketing products and
other similar search list resources, provided, however, that during the
term of the Agreement, Partner shall not bid in excess of thirty-five
cents ($.35) upon any trademark term or service mark term (hereinafter
referred to as a “term”) of Merchant.  Upon receipt by Partner from
Merchant of written notice of violation of this Section 5, or the potential
that such violation may exist; it being agreed by Partner that such
determination shall be at Merchant’s discretion; Partner shall immediately
cease and desist from the taking of such action, the conduct of which,
in the opinion of Merchant, constitutes a violation of this Section 5. 
Partner further agrees to execute such other documents and to take such
other actions as necessary or as Merchant may reasonably request to correct
said violation.  Partner shall be solely responsible for payment of any
and all costs and expenses associated with said undertaking.  For the
avoidance of doubt, the terms “trademark” and “service mark” as used
in this Section 5 shall mean the trademarks and service marks set
forth on the attached Schedule A, as may be supplemented from time to
time by Merchant, with or without notice, including translations and
transliterations thereof.
6. Required Approvals.  Partner agrees that Merchant shall have the right,
in its sole and absolute discretion, of approval over the general format
of each email, graphic, banner ad and other materials produced or
distributed by Partner pursuant to this Agreement.  Any material submitted
to Merchant but not approved or disapproved within ten (10) days of receipt
by Merchant, shall be deemed approved.  Any disapproval by Merchant must
be in writing and include specific reason(s) for such disapproval. 
Once Partner has modified the applicable material in a manner that
addresses the reason(s) for disapproval, such material shall be
resubmitted to Merchant for approval prior to use by Partner in commerce. 
Partner acknowledges and agrees that in no event will it use the
Intellectual Property of Merchant in connection with any product, design or
material containing religious content, alcohol, tobacco, firearm, political
statement or sexual content.   Merchant shall have the right, at all
reasonable times, and from time to time, and upon reasonable notice to
Partner, to inspect and receive email, advertising copy, promotional
materials and other materials produced or distributed by Partner in order
that Merchant may determine whether such use by Partner is consistent
with the use approved by Merchant and is complaint with applicable law,
including provisions of the CAN-SPAM Act. 
7. Termination
7.1. Termination of Engagement.  Either Party may terminate any Engagement
at any time by withdrawing their acceptance of said Engagement through the
PJX Network.  Termination of an Engagement shall not in itself
constitute a termination of
this Agreement or any other Engagement.
7.2. Termination of Agreement. Either Party may terminate this Agreement
for convenience upon fifteen (15) days prior written notice to the other
Party and the PJX Network.  Termination of this Agreement shall
also terminate any outstanding Engagements.  However, all rights to
payment, causes of action and any provisions which by their terms are
intended to survive termination of this Agreement, shall so survive. 
The foregoing notwithstanding, this Agreement may be terminated forthwith
by either Party in the event of (i) a material breach of this Agreement
which breach remains uncured for a period of thirty (30) days after receipt
of notice is given by the non-breaching Party, or (ii) bankruptcy or
judicial or administrative declaration of insolvency by either Party hereto. 
7.3 Effect of Termination. Upon any termination of this Agreement, Partner
shall immediately discontinue use of the Intellectual Property of Merchant. 
Merchant shall be obligated upon termination, in addition to any other
obligation upon Merchant hereunder, to immediately pay all commissions
that have accrued to the account of Partner up to and including the
effective date of termination.
8. Confidentiality
8.1 Obligation of Confidentiality.   In connection with the advertising
and commission arrangements between Partner and Merchant which result
from their participation in the PJX Network, each Party may disclose
to the other certain of its proprietary and/or confidential information
(defined below).  As a condition to the furnishing of such information
by one Party (in such capacity, the “Disclosing Party”) to the other
Party (in such capacity, the “Recipient”), the Parties hereby agree that
the Recipient of the Confidential Information (including, without
limitation, any such information furnished prior to the date of this
Agreement) from the Disclosing Party, shall, at all times, take all
reasonable steps to ensure that Confidential Information of the Disclosing
Party is not disclosed to third parties; provided, however, that such
information may be disclosed to those directors, officers, employees,
agents and representatives (including financial advisors, attorneys
and accountants) of the Recipient (each, a “Representative,” and
collectively, the “Representatives”) who have a substantial “need-to-know”
such information, or as may otherwise be expressly permitted, in writing,
 by the Disclosing Party. The Recipient shall inform each such Representative
 of the confidential nature of such information and of the confidentiality
 undertakings of the Recipient contained herein. The Recipient shall be
 responsible for ensuring that its Representatives comply with the terms
 and conditions of this Agreement. As used herein, “reasonable steps” means
 the steps that the Recipient takes to protect its own, similarly
confidential or proprietary information, which shall not be less
 than a reasonable standard of care.
8.2 Definition of Confidential Information.  As used herein, “Confidential
Information” means any of the Disclosing Party’s proprietary or confidential
information, technical data, trade secrets or know-how, whether existing or
contemplated, that is disclosed, directly or indirectly, to the Recipient
or one of its Representatives by or on behalf of the Disclosing Party, in
writing, orally or by drawings or inspection of documents or other tangible
property. However, “Confidential Information” shall not include any of the
foregoing items which:
i prior to disclosure, is in the public domain or was known by the Recipient
prior to receiving the Confidential Information from the Disclosing Party;
ii after disclosure, becomes known to the public through no act or omission
of the Recipient or any of its representatives;
iii is required to be disclosed pursuant to applicable law, rule, regulation,
 or court or administrative order; provided, however, that the Recipient shall
 take reasonable steps to obtain confidential treatment for such items and
shall promptly advise the Disclosing Party of its notice of any such requirement
 in order to permit the Disclosing Party to obtain such confidential treatment
 on its own behalf; or
iv has been independently acquired or developed by the Recipient without
violating any of its respective obligations under this Agreement.
8.3. Return of Confidential Information. Upon termination of this Agreement,
and upon written request by the Disclosing Party at anytime prior to termination
of this Agreement, the Recipient shall promptly deliver to the Disclosing Party
all original Confidential Information of the Disclosing Party in its possession,
 in whatever medium, and shall cause all copies, summaries, synopses or
derivations thereof to be destroyed.  Said destruction shall be confirmed in
 writing by the Recipient to the Disclosing Party within ten (10) days following
 the date of the notice described above.
9. Injunctive Relief. Each Party hereto acknowledges and understands that
breach of the provisions in Section 8 of this Agreement concerning Confidential
Information could cause irreparable injury inadequately compensable through
monetary damages and, accordingly, agrees that the non-breaching Party shall
be entitled to injunctive relief against any such breach or threatened breach
in addition to any other available remedies.
10. Notification of Unauthorized Use.  The Parties hereby agree to notify the
other promptly upon becoming aware of any unauthorized possession, use or
knowledge of any part of the Confidential Information by anyone other than
the persons authorized by this Agreement to have such possession, use or
knowledge, and to assist the affected Party in preserving the confidentiality
of the Confidential Information in question.  Each Party shall bear its own
expense of preserving the Confidential Information.  Notwithstanding the
foregoing, in the event of a security breach, at the unaffected Party’s
 expense and in consultation with the affected Party, the unaffected Party
shall provide the affected customers with access to credit monitoring
services, credit protection services, credit fraud alerts, or similar
services which the affected Party, in its sole discretion, deems necessary
to protect such affected customers.
11. Representations and Warranties
          
11.1. Capacity; No Conflicts.  Each Party represents to the other that (a)
it has the authority to enter into this Agreement and sufficient rights to
grant any licenses granted hereby, and (b) any material which is provided
to the other Party and displayed on the other Party's website will not (i)
infringe on any third Party's copyright, patent, trademark, trade secret
or other proprietary rights or right of publicity or privacy; (ii) violate
any applicable law, statute, ordinance or regulation; (iii) be defamatory
or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws
regarding unfair competition, antidiscrimination or false advertising;
(vi) promote violence or contain hate speech; or (vii) contain viruses,
trojan horses, worms, time bombs, cancelbots or other similar harmful
or deleterious programming routines.
11.2. Warranty Disclaimer. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER
PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
12. Cross-Indemnification.     Subject to the limitations of liability
provisions of this Agreement, each Party hereby agrees to indemnify,
defend, hold harmless the other Party and its parent, subsidiaries and
affiliates, and each of their respective directors, officers, employees,
agents and representatives, from and against any and all liability, claims,
losses, damages, injuries or expenses (including reasonable attorneys' fees)
brought by a third party, arising out of a breach, or alleged breach, of
any of its representations or obligations herein.  The Parties hereby agree
to notify each other promptly of any written claims or demands against it
for which the other Party is responsible hereunder.  At the written request
of the charged Party, the responsible Party shall, assume defense and
settlement of any litigation brought against the charged Party with counsel
reasonably satisfactory to the charged Party at the responsible Party’s sole
expense.  Notwithstanding the foregoing, if the responsible Party fails to
assume the defense of such matter or provides inadequate defense, the charged
Party may assume and take control of the defense, investigation and settlement
of such matter, and may employ and engage attorneys of its own choice to manage
and defend such matter, at the responsible Party’s sole expense, provided that
the charged Party and its counsel shall proceed with diligence and good faith
with respect thereto.  This Section 10 shall survive the termination of this
Agreement.
      
13. Limitation of Liability.  Except for claims of breach of Section 8
(Confidentiality) and for indemnity claims under Section 12, in no event
shall either Party be liable to the other for any direct, indirect, special,
 exemplary, consequential, punitive or unforeseeable damages of any type
under any circumstances, even if informed of the possibility of such damages.
14. PJX Required Provisions
14.1. Indemnification. Merchant and Partner jointly and severally hereby
agree to indemnify, defend, and hold harmless the PJX Network and
PJX Corporation and its affiliates, officers, directors, employees
and agents (collectively, "PJX") from and against any and all
liability, claims, losses, damages, injuries or expenses (including
reasonable attorneys' fees) directly or indirectly arising from or relating
 to any Offer, Engagement, any other matter related to this Agreement or
the subject matter hereof any dispute relating thereto.
14.2. Disputes. The Parties agree that PJX may rely on any data,
notice, instruction or request furnished to PJX by either Party
which is reasonably believed by PJX to be genuine and to have been
sent or presented by a person reasonably believed by PJX to be
authorized to act on behalf of one of the Parties.  In the event of
any dispute between the Parties, the Parties agree that to the extent
the Parties contact and involve PJX, PJX may consult with
and use counsel of its own choice in connection with such dispute and
the reasonable fees and disbursements of PJX's counsel shall be
within the costs and disbursements covered by the indemnity specified
in Section 14.1 above.
14.3. The Parties acknowledge and agree that this Agreement and the
Engagements are only made possible due to PJX and that the Parties
shall not, for the duration of this Agreement and for twenty-four (24)
months thereafter, enter into any advertising, collaborations or other
commercial arrangements with each other in connection with their websites
on the World Wide Web except via the PJX Network.
14.4. Merchant and Partner acknowledge and agree that the nature of
the Product is such that in its normal operation it may access and
download elements of software data from resources which are external
to the computer or device running the Product, such as Product enabled
servers.  Merchant and Partner acknowledge that PJX has not undertaken
to provide such external resources or servers and specifically disclaims
any representation or warranty as the availability, quality or performance
of such resources or whether they may contain any defects which may affect
the performance of the Product or Merchant or Partner's computer.  PJX
shall not be responsible for provision of any communications facilities or
the costs associated with such communications.
14.5. The Parties agree that the PJX Network and PJX Corporation
and its affiliates, officers, directors, employees and agents shall not be
liable to either Party for any direct, indirect, special, exemplary,
consequential or incidental damages, even if informed of the possibility
of such damages.
14.6. The Parties agree that the PJX Network and PJX Corporation
are intended third Party beneficiaries under this Agreement.
15. Excusable Delays; Force Majeure.  Neither Party will be liable to the
other Party by reason of any delay or failure in the performance of its
obligations hereunder (other than any payment obligation) on account of
strikes, shortages, fires, flood, storms, war, governmental action,
labor conditions, earthquakes, interruptions in telecommunications
services or World Wide Web access, terrorism or any other cause which
is beyond its reasonable control, provided that, in order to be excused
from delay or failure to perform, the Party responsible for the matter
causing the delay shall act diligently to remedy the cause of such delay
or failure.
16. Independent Contractor.  Each Party shall act as an independent
contractor and not as a partner of, or joint venturer with the other
Party for any purposes related to this Agreement or the transactions
contemplated by this Agreement, and neither Party by virtue of this
Agreement shall have any right, power or authority to act or create
any obligations, express or implied, on behalf of the other Party.
17. Survival.  All terms, conditions, obligations and provisions capable
of surviving the termination of this Agreement shall so survive.
18.   Miscellaneous
18.1     Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.  The Parties agree
that execution may be achieved in any format convenient to the Parties.
18.2. Section Headings; Attachments. The section headings used herein are
for reference and convenience only and shall not enter into the interpretation
hereof. 
18.3 Required Approvals.  Where agreement, approval, acceptance, or consent
by either Party is required by any provision of this Agreement, such action
shall not be unreasonably delayed or withheld.
   
18.4 Retention of Records. For a period of three (3) years following the
termination of this Agreement, Partner shall keep and make available for
inspection, examination and audit by Merchant, its employees, agents or
representatives, all records maintained by Partner in connection with
this Agreement.
18.5 Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts, without
regard to conflict of laws principles. 
18.6 Assignment. Except for an assignment to a subsidiary or affiliated
entity, or in connection with a merger, consolidation or sale of its assets,
neither Party may subcontract, assign or transfer any of the rights, duties
or obligations herein without the express written consent of the other Party.
18.7 Facsimile Signature. The Parties hereto agree that facsimile signatures
shall be as effective as if originals.
18.8 Severability.  In the event any provision of this Agreement shall be
held invalid, the same shall not invalidate or otherwise affect in any
respect any other term or terms of this Agreement, which terms shall remain
in full force and effect.
19.  Notices.  All notices, requests and other communications provided for
or permitted under this Agreement shall be in writing and shall be given,
made or communicated either by personal delivery, by facsimile or telecopy
transmission, by reliable overnight courier or by registered or certified
mail, postage prepaid, and addressed as follows:
If to Merchant, by mail to:       
Casual Male Retail Group, Inc.
555 Turnpike Street, Canton, MA 02021            
Attn: Kristine Marcello, Affiliate Marketing Manager
with a copy by facsimile to:[removed] (Legal Dept.)
If to Partner, by mail to:    
                   
                        
Attn:
or by facsimile to: ()
With a copy to the PJX Network, by mail to:   
PJX
215 Park Avenue South, 8th Floor, New York, NY 10003
Attn: President
with a copy by facsimile to:[removed]
or email to: [removed] />or to such other address as the Party who is to receive such notices shall
notify the other Party of in accordance with the foregoing.  The PJX
Network shall receive a copy of all notices, requests and other communications
of the Parties. 
20. Entire Agreement.  This Agreement and the attachment annexed hereto
constitute the entire agreement between the Parties with respect to the
subject matter hereof.  No supplement, modification or amendment to this
Agreement shall be binding unless executed by both Parties hereunder.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers, all as of the
date of the last signature set forth below.
CASUAL MALE RETAIL GROUP, INC.
(Merchant)
By:
Name: David A. Levin
Title: President and CEO
By:
Name: Dennis R. Hernreich
Title: EVP, COO, CFO, Treasurer
Date:
(Partner)
By:
Name:
Title:
By:
Name:
Title:
Date:
 
 
 
SCHEDULE A
Now owned or existing or hereafter acquired or arising trade names,
registered service marks and Federal service mark applications,
registered trademarks and Federal trademark applications of Merchant,
are as follows:
TRADEMARK AND SERVICE MARK REGISTRATIONS
MARK/REGISTRATION NUMBER
 
ALEXANDER LLOYD/1792707
B&T FACTORY STORE & design (SM)/2443351
B&T BIG & TALL FACTORY STORE & design (SM)/2415558
BIG & TALL & design (SM) (stylized)/1553379(Supp.)
BIG & TALL CASUAL MALE & design (SM)/2080852
CANYON RIDGE/2159159
CASUAL MALE/2838614
CASUAL MALE (SM)/2198042
CASUAL MALE BIG & TALL (SM)/2036883
CASUAL MALE BIG & TALL & design (SM)/2080851
FLEX-ZONE/2997389
GLACIER TEC/2810224
GRADE A JEANS/2490404
GRANDE CENTRAL BIG & TALL CLOTHING CO./2635630
HARBOR BAY/2531456
HB SPORT HARBOR BAY/2471393
HB SPORT HARBOR BAY & design/2566969
HIGH AND MIGHTY/1034385
HIGH & MIGHTY (SM)/1171694
HIMALAYA/1974456
HIMALAYA OUTFITTERS/1975575
LPI INNOVATIONS YOUR LOSS PREVENTION SOLUTION(SM)/2407697
NATURAL EXCHANGE BY ALEXANDER LLOYD/2018824
NECK-RELAXER/2938844
REPP/2652826(Supp.)
REPP (SM)/2667795
REPP, LTD. & design/1242946
REPP TECH/2346534
ROCHESTER SPORT FOR BIG & TALL MEN*/2975701
SECUREX (SM)/2607266
STAIN-FIGHTER/
THINK BIG/2643269
THINK BIG (SM)/2324049
THINK BIG (multi-classification novelty items)/2802643
WAIST-RELAXER/2650656
MASTER PARTNER AGREEMENT
THIS MASTER PARTNER AGREEMENT (this "Agreement") is made by and between
Casual Male Retail Group, Inc., a Delaware corporation (hereinafter
referred to as "Merchant" or “Party”) and
,
a (hereinafter referred to as "Partner" or
“Party”) (Collectively, the “Parties”).  Capitalized terms used herein
but not defined shall have the meaning ascribed to them by LinkShare
in the LinKShare Master Services Agreement
W I T N E S S E T H:
WHEREAS, Partner and Merchant are each enrolled in the LinkShare
Network™ (the “LinkShare Network”); and WHEREAS, Partner and Merchant
each desire to establish the general terms and conditions which shall
govern advertising and commission arrangements between Partner and
Merchant which result from their participation in the LinkShare
Network.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises hereinafter set forth, the Parties hereto agree as follows
TERMS AND CONDITIONS
1.  Offers and Engagements
1.1. Offers. From time to time, Merchant may post on the LinkShare
Network offers to pay to other participants a specified commission
in return for certain advertising services leading to a Qualifying
Link (defined below). If such offers receive an identification number
from the LinkShare Network they shall be deemed to be an "Offer" for
purposes of this Agreement.  The term "Offer" shall also include any
counter-offers resulting from an Offer. 
1.2. Engagements.  If an Offer made by one Party is accepted by the other
Party in accordance with the Offer's terms via the LinkShare Network, an
"Engagement" will have been formed.  Each Engagement shall have the same
identification number as the original Offer that incited the Engagement
and shall be governed by the terms and conditions of this Agreement. 
However, in the event of any inconsistency between the terms of the
Engagement and the terms of this Agreement, the terms of the Engagement
shall prevail.
1.3. Merchant’s Right to Withdraw Offer or Engagement.  At any time prior
to Partner providing a Qualifying Link (defined below), Merchant may, with
 or without notice, (a) change, suspend or discontinue any aspect of an
Offer or an Engagement, or (b) remove, alter, or modify any graphic or
banner ad submitted by Merchant for an Offer or an Engagement.  Partner
agrees to promptly implement any request from Merchant to remove, alter
or modify any graphic or banner ad submitted by Merchant that is being
used by Partner as part of an Engagement.
2.  Partner's Responsibilities
2.1. Linking. Partner will link its website to areas within Merchant's
website using special URLs specified in the Engagement (the "Required
URLs"). Partner may post as many links to the Required URLs and the rest
of Merchant's website, without limitation, on Partner's website. 
The position, prominence and nature of links on the Partner's website
shall comply with any requirements specified in the Engagement, but
otherwise will be at the sole discretion of Partner.
2.2. Representations and Warranties. Partner agrees not to make any
representations, warranties or other statements concerning Merchant,
Merchant's website, any of Merchant's products or services, or Merchant's
website policies, except as may be expressly authorized by the Engagement.
2.3. Notification. Partner is responsible for notifying Merchant and the
LinkShare Network of any malfunctioning of the Required URLs or other
problems with Partner's participation in the Engagement.  Merchant will
respond promptly to all concerns upon receipt of written notification by
Partner.
2.4 Compliance with Federal and State Laws.  Partner shall maintain strict
compliance with all applicable federal and state laws including, but not
limited to, the CAN-SPAM Act of 2003 and any amendments or revision thereto
(the “CAN-SPAM Act”), as such laws relates to commercial email content and
practices for email sent by Partner to prospective customers, past customers
and existing customers that have as their primary purpose either the
advertisement or the promotion of a commercial product or service. Partner
will immediately notify Merchant of the receipt of any notice or claim
it may or shall have received during the term of this Agreement, and
for a reasonable period of time thereafter, alleging violation of any
federal or state law or of the CAN-SPAM Act, whether material or threatened,
and without regard as to the merit of such claim, and Partner will thereafter
allow Merchant reasonable access to Partner’s business records to audit
and determine compliance.  Partner agrees that failure to adhere to or comply
with any federal or state law, or provision of the CAN-SPAM Act, would
constitute a material breach of this Agreement.
3. Commission and Pricing
3.1. Commission. Merchant agrees to pay Partner the commission specified
in the Engagement if Merchant sells to a visitor to Merchant's website
(a "Customer") a product or service that is the subject of the Engagement
and if that Customer has accessed Merchant's website and purchased the
product or service via a Qualifying Link.  The commission paid by Merchant
to Partner shall be net of shipping charges, sales taxes, hemming charges,
gift certificates, returned items and other incidental charges. Commission
to Partner on backorder items shall become due and payable by Merchant when
the respective item comes into
stock and has been shipped to Customer.
3.2. Qualifying Link and Session. As used herein, a "Qualifying Link" is a link
from Partner's website to Merchant's website using one of the Required URLs or
any other URL provided by Merchant for use in the LinkShare Network if it is
the last link to the Merchant's website that the Customer uses during a Session
where a sale of a product or a service to Customer occurs.  As used herein, a
"Session" is the period of time beginning from a Customer's initial contact with
Merchant's website via a link from the Partner's website and terminating when
the Customer either returns to the Merchant's website via a link from a website
other than Partner's website or the Engagement expires or is terminated.
3.3. Responsibility for Order Processing. Merchant shall have the sole right
and responsibility for processing all orders made by Customers. Partner
acknowledges that all agreements relating to sales to Customer shall be between
Merchant and Customer.
3.4. Disputes; Commission and Pricing. All determinations of Qualifying Links
and whether a commission is due and payable will be made by the LinkShare
Network whose decision shall be final and binding on both Merchant and Partner. 
Prices for the products will be set solely by Merchant in its discretion.
4. Ownership and License
4.1. Ownership; Rights. Each Party owns and at all times shall retain right,
title and interest in and to its trade names, logos, trademarks, service marks,
trade dress, copyrights and proprietary technology, including, without
limitation, those trade names, logos, trademarks, service marks, trade dress,
copyrights and proprietary technology currently used or which may be developed
and/or used by it in the future (collectively, the “Intellectual Property”).
Nothing contained in this Agreement shall in any way restrict, impair, limit
or affect a Party’s right to use, or to permit third parties to use, any of
its Intellectual Property.  Neither Party shall have the right to assign,
sublicense or transfer the other Party’s Intellectual Property to any third
party and any attempt at such assignment or sublicense, assignment or transfer
is void.  Partner recognizes the value of the goodwill associated with the
Intellectual Property of Merchant and acknowledges that all rights to the
Intellectual Property of Merchant belong exclusively to Merchant.  Partner
shall not do anything which, in Merchant’s judgment, could in any way damage,
injure, impair the validity and substance of the Intellectual Property of
Merchant, nor shall it attack, dispute or challenge Merchant’s ownership rights
in or to the Intellectual Property of Merchant or the validity of this Agreement,
nor shall Partner assist any third party in doing so.
4.2. Grant of License by Merchant.  Merchant hereby grants to Partner a revocable,
non-exclusive, worldwide license to use, reproduce and transmit the Intellectual
Property of Merchant, as designated in the Engagement or during the registration
process in the LinkShare Network, on Partner's website solely for the purpose of
creating links from Partner's website to Merchant's website pursuant to the
Engagement.  Except as expressly set forth in this Agreement, or permitted by
applicable law, Partner may not copy, distribute, modify, reverse engineer, or
create derivative works from the same. 
4.3. Grant of License by Partner.  Partner hereby grants Merchant a non-exclusive,
worldwide, royalty-free license to use, reproduce and transmit any graphic or
banner ad submitted by Partner solely for co-branding purposes or as a return
link from Merchant's website to Partner's website.
4.4. Use of Intellectual Property.  Partner will have the right to use the
Intellectual Property of Merchant and to copy and distribute other material
of Merchant, including but not limited to email, in connection with the website
and on-line or other Internet activities (including banner and other advertising
of Merchant’s products on Partner’s website) of Partner.   Further, Partner may
subscribe to the email list of Merchant and may use and freely distribute any
such email it shall have received from Merchant in connection therewith,
provided however, Partner shall not have the right to modify the email or
content thereof, including any attachment thereto, or to advertise coupons,
 programs or promotions of Merchant, without the prior approval of Merchant.
4.5. Prohibition; Reebok. Partner agrees that during the term of this
Agreement, it will not promote Reebok Big and Tall products.  It is expressly
acknowledged and agreed that this prohibition shall only apply to the
Reebok brand, when used alone or with the classic or performance brand
logo, but not with any professional or collegiate sports league or team
and shall not apply to any other Reebok trademark or brand, such as, but
not limited to, RBK or Above the Rim, or to any apparel in sizes XL
or smaller, which sizes may be promoted by Partner without restriction.
 
5. Bid on Term; Rights of Partner. Partner shall at all times be allowed
to use and enjoy Google’s Adwords™, Yahoo! Search Marketing products and
other similar search list resources, provided, however, that during the
term of the Agreement, Partner shall not bid in excess of thirty-five
cents ($.35) upon any trademark term or service mark term (hereinafter
referred to as a “term”) of Merchant.  Upon receipt by Partner from
Merchant of written notice of violation of this Section 5, or the potential
that such violation may exist; it being agreed by Partner that such
determination shall be at Merchant’s discretion; Partner shall immediately
cease and desist from the taking of such action, the conduct of which,
in the opinion of Merchant, constitutes a violation of this Section 5. 
Partner further agrees to execute such other documents and to take such
other actions as necessary or as Merchant may reasonably request to correct
said violation.  Partner shall be solely responsible for payment of any
and all costs and expenses associated with said undertaking.  For the
avoidance of doubt, the terms “trademark” and “service mark” as used
in this Section 5 shall mean the trademarks and service marks set
forth on the attached Schedule A, as may be supplemented from time to
time by Merchant, with or without notice, including translations and
transliterations thereof.
6. Required Approvals.  Partner agrees that Merchant shall have the right,
in its sole and absolute discretion, of approval over the general format
of each email, graphic, banner ad and other materials produced or
distributed by Partner pursuant to this Agreement.  Any material submitted
to Merchant but not approved or disapproved within ten (10) days of receipt
by Merchant, shall be deemed approved.  Any disapproval by Merchant must
be in writing and include specific reason(s) for such disapproval. 
Once Partner has modified the applicable material in a manner that
addresses the reason(s) for disapproval, such material shall be
resubmitted to Merchant for approval prior to use by Partner in commerce. 
Partner acknowledges and agrees that in no event will it use the
Intellectual Property of Merchant in connection with any product, design or
material containing religious content, alcohol, tobacco, firearm, political
statement or sexual content.   Merchant shall have the right, at all
reasonable times, and from time to time, and upon reasonable notice to
Partner, to inspect and receive email, advertising copy, promotional
materials and other materials produced or distributed by Partner in order
that Merchant may determine whether such use by Partner is consistent
with the use approved by Merchant and is complaint with applicable law,
including provisions of the CAN-SPAM Act. 
7. Termination
7.1. Termination of Engagement.  Either Party may terminate any Engagement
at any time by withdrawing their acceptance of said Engagement through the
LinkShare Network.  Termination of an Engagement shall not in itself
constitute a termination of
this Agreement or any other Engagement.
7.2. Termination of Agreement. Either Party may terminate this Agreement
for convenience upon fifteen (15) days prior written notice to the other
Party and the LinkShare Network.  Termination of this Agreement shall
also terminate any outstanding Engagements.  However, all rights to
payment, causes of action and any provisions which by their terms are
intended to survive termination of this Agreement, shall so survive. 
The foregoing notwithstanding, this Agreement may be terminated forthwith
by either Party in the event of (i) a material breach of this Agreement
which breach remains uncured for a period of thirty (30) days after receipt
of notice is given by the non-breaching Party, or (ii) bankruptcy or
judicial or administrative declaration of insolvency by either Party hereto. 
7.3 Effect of Termination. Upon any termination of this Agreement, Partner
shall immediately discontinue use of the Intellectual Property of Merchant. 
Merchant shall be obligated upon termination, in addition to any other
obligation upon Merchant hereunder, to immediately pay all commissions
that have accrued to the account of Partner up to and including the
effective date of termination.
8. Confidentiality
8.1 Obligation of Confidentiality.   In connection with the advertising
and commission arrangements between Partner and Merchant which result
from their participation in the LinkShare Network, each Party may disclose
to the other certain of its proprietary and/or confidential information
(defined below).  As a condition to the furnishing of such information
by one Party (in such capacity, the “Disclosing Party”) to the other
Party (in such capacity, the “Recipient”), the Parties hereby agree that
the Recipient of the Confidential Information (including, without
limitation, any such information furnished prior to the date of this
Agreement) from the Disclosing Party, shall, at all times, take all
reasonable steps to ensure that Confidential Information of the Disclosing
Party is not disclosed to third parties; provided, however, that such
information may be disclosed to those directors, officers, employees,
agents and representatives (including financial advisors, attorneys
and accountants) of the Recipient (each, a “Representative,” and
collectively, the “Representatives”) who have a substantial “need-to-know”
such information, or as may otherwise be expressly permitted, in writing,
 by the Disclosing Party. The Recipient shall inform each such Representative
 of the confidential nature of such information and of the confidentiality
 undertakings of the Recipient contained herein. The Recipient shall be
 responsible for ensuring that its Representatives comply with the terms
 and conditions of this Agreement. As used herein, “reasonable steps” means
 the steps that the Recipient takes to protect its own, similarly
confidential or proprietary information, which shall not be less
 than a reasonable standard of care.
8.2 Definition of Confidential Information.  As used herein, “Confidential
Information” means any of the Disclosing Party’s proprietary or confidential
information, technical data, trade secrets or know-how, whether existing or
contemplated, that is disclosed, directly or indirectly, to the Recipient
or one of its Representatives by or on behalf of the Disclosing Party, in
writing, orally or by drawings or inspection of documents or other tangible
property. However, “Confidential Information” shall not include any of the
foregoing items which:
i prior to disclosure, is in the public domain or was known by the Recipient
prior to receiving the Confidential Information from the Disclosing Party;
ii after disclosure, becomes known to the public through no act or omission
of the Recipient or any of its representatives;
iii is required to be disclosed pursuant to applicable law, rule, regulation,
 or court or administrative order; provided, however, that the Recipient shall
 take reasonable steps to obtain confidential treatment for such items and
shall promptly advise the Disclosing Party of its notice of any such requirement
 in order to permit the Disclosing Party to obtain such confidential treatment
 on its own behalf; or
iv has been independently acquired or developed by the Recipient without
violating any of its respective obligations under this Agreement.
8.3. Return of Confidential Information. Upon termination of this Agreement,
and upon written request by the Disclosing Party at anytime prior to termination
of this Agreement, the Recipient shall promptly deliver to the Disclosing Party
all original Confidential Information of the Disclosing Party in its possession,
 in whatever medium, and shall cause all copies, summaries, synopses or
derivations thereof to be destroyed.  Said destruction shall be confirmed in
 writing by the Recipient to the Disclosing Party within ten (10) days following
 the date of the notice described above.
9. Injunctive Relief. Each Party hereto acknowledges and understands that
breach of the provisions in Section 8 of this Agreement concerning Confidential
Information could cause irreparable injury inadequately compensable through
monetary damages and, accordingly, agrees that the non-breaching Party shall
be entitled to injunctive relief against any such breach or threatened breach
in addition to any other available remedies.
10. Notification of Unauthorized Use.  The Parties hereby agree to notify the
other promptly upon becoming aware of any unauthorized possession, use or
knowledge of any part of the Confidential Information by anyone other than
the persons authorized by this Agreement to have such possession, use or
knowledge, and to assist the affected Party in preserving the confidentiality
of the Confidential Information in question.  Each Party shall bear its own
expense of preserving the Confidential Information.  Notwithstanding the
foregoing, in the event of a security breach, at the unaffected Party’s
 expense and in consultation with the affected Party, the unaffected Party
shall provide the affected customers with access to credit monitoring
services, credit protection services, credit fraud alerts, or similar
services which the affected Party, in its sole discretion, deems necessary
to protect such affected customers.
11. Representations and Warranties
          
11.1. Capacity; No Conflicts.  Each Party represents to the other that (a)
it has the authority to enter into this Agreement and sufficient rights to
grant any licenses granted hereby, and (b) any material which is provided
to the other Party and displayed on the other Party's website will not (i)
infringe on any third Party's copyright, patent, trademark, trade secret
or other proprietary rights or right of publicity or privacy; (ii) violate
any applicable law, statute, ordinance or regulation; (iii) be defamatory
or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws
regarding unfair competition, antidiscrimination or false advertising;
(vi) promote violence or contain hate speech; or (vii) contain viruses,
trojan horses, worms, time bombs, cancelbots or other similar harmful
or deleterious programming routines.
11.2. Warranty Disclaimer. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER
PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
12. Cross-Indemnification.     Subject to the limitations of liability
provisions of this Agreement, each Party hereby agrees to indemnify,
defend, hold harmless the other Party and its parent, subsidiaries and
affiliates, and each of their respective directors, officers, employees,
agents and representatives, from and against any and all liability, claims,
losses, damages, injuries or expenses (including reasonable attorneys' fees)
brought by a third party, arising out of a breach, or alleged breach, of
any of its representations or obligations herein.  The Parties hereby agree
to notify each other promptly of any written claims or demands against it
for which the other Party is responsible hereunder.  At the written request
of the charged Party, the responsible Party shall, assume defense and
settlement of any litigation brought against the charged Party with counsel
reasonably satisfactory to the charged Party at the responsible Party’s sole
expense.  Notwithstanding the foregoing, if the responsible Party fails to
assume the defense of such matter or provides inadequate defense, the charged
Party may assume and take control of the defense, investigation and settlement
of such matter, and may employ and engage attorneys of its own choice to manage
and defend such matter, at the responsible Party’s sole expense, provided that
the charged Party and its counsel shall proceed with diligence and good faith
with respect thereto.  This Section 10 shall survive the termination of this
Agreement.
      
13. Limitation of Liability.  Except for claims of breach of Section 8
(Confidentiality) and for indemnity claims under Section 12, in no event
shall either Party be liable to the other for any direct, indirect, special,
 exemplary, consequential, punitive or unforeseeable damages of any type
under any circumstances, even if inf