Resource Library for 3M Distributors

This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in 3mproductivity.com Distributors program (the “Program”). As used in this Agreement, “we” means 3M Company, and “you” means the applicant. “Site” means a World Wide Web site and, depending on the context, refers either to 3mproductivity.com site located at the URL http://www.3mproductivity.com, or to the site that you will link to our site (and which you will identify in your Program application).

1. Enrollment in the Program
   To begin the enrollment process, you must submit a complete Program application via our site. We will accept your application in good faith. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
   Are not in any way related to the 3M products that are part of the Program
   Include “3M,” 3M products or variations or misspellings thereof in their domain names or otherwise violate intellectual property rights
   Promote sexually explicit materials, violence, illegal activities and/or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
   If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
2. Links on Your Site
   Once you have been accepted into the Program, we will provide you with guidelines and graphical artwork (banner ads, virtual product samples, flyer templates) to use in linking to our web site and promoting 3M products. For the banner ads and virtual product samples, you must ensure that each of the links between your site and our site properly utilize the link formats embedded in the artwork. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Links.” You must not in any way manipulate, alter or edit the banner ads or virtual product samples.
3. Identifying Yourself as a Distributor
   We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the same phrase in text somewhere on your site. We may modify the text or graphic image of this notice from time to time. You may not make any press release with respect to this Agreement or your participation. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
4. Limited License
   We grant you a nonexclusive, revocable right to use the graphic image and text described in Sections 2 and 3 and such other images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines , as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
5. Responsibility for Your Site
   1. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
      The technical operation of your site and all related equipment
      1. Creating and posting product or promotion descriptions on your site and linking those descriptions to our site
      2. The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)
      3. Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
      4. Ensuring that materials posted on your site are not libelous or otherwise illegal
   2. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.
6. Term of the Agreement
   The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either Party or at the end of this promotion. Either you or we 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, you will immediately cease use of, and remove from your site, all links to our promotion site, and all related trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
7. Modification
   We 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, procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR 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.
8. Relationship of Parties
   You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
9. Limitation of Liability
   We 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 we have been advised of the possibility of such damages.
10. Disclaimers
    We make no express or implied warranties or representations with respect to the Program. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
11. Independent Investigation
    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR BE INVOLVED WITH WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE 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.
12. Miscellaneous
    This Agreement will be governed by the laws of the United States and the state of Minnesota, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Saint Paul, Minnesota, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

Click the “I agree” link below to indicate that you have read and agree to the terms of the Participation Agreement.