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| AFFILIATE MEMBER AGREEMENT |
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MOVIEPOSTER.COM AFFILIATE PROGRAM AGREEMENT
This Agreement contains the complete terms and conditions that apply to an individual or entity's participation in the Movieposter.com Affiliates Program (the "Program"). As used in this Agreement, "we" means Movieposter.com, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Movieposter.com's site or to the site that you will link to our site.
1.Enrollment in the Program
To enroll in the Program you will submit a complete Program application via our site. We will evaluate your application and will notify you of your acceptance or rejection. If your site is not yet functioning ("live"), we will reevaluate it periodically. Upon acceptance of your enrollment, we reserve the right to cancel your application at our discretion if we determine that your site is unsuitable (as described in section 10) for the Program.
If we reject your application, you are encouraged to reapply to the Program at any time after your site has been modified.
2.Links on Your Site
The following methods may be used to link your site to Movieposter.com:
· General Link: You may provide a general link on your site to our home page, which will be provided by Movieposter.com.
· Customized Banner: Any banner created by your site for the purpose of linking to Movieposter.com must be approved by Movieposter.com and used at our discretion.
3.Order Processing
We will process product orders placed by customers who follow special links from your site to the Movieposter.com site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase products using special links from your site to ours, and will send you reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted; proper coding on the affiliate's site is the responsibility solely of the affiliate.
4.Referral Fees
We will pay you referral fees on all product sales. For a product sale to generate a referral fee, the customer must first follow a special link (specified by Movieposter.com) from your site to the Movieposter.com site. After going through this link, the customer must purchase a product(s), accept delivery, and make the full payment to us. After a visitor accesses our site through yours, a "cookie" will be set which will identify that user when they access the Movieposter.com site regardless of whether they came back through your site or not. The cookie will persist indefinitely with your affiliate ID number, unless a) another site overwrites the cookie with its own affiliate ID number, b) a purchase is completed or c) the cookie expires or is erased due to changes made on the user's computer. The sale of any listed Movieposter.com product is entitled to earn referral fees - these products are referred to as "Qualifying Products."
5.Fee Schedule
You will earn referral fees in US dollars based on the sale price and type of Qualifying Products based on the product price - schedules set forth by Movieposter.com. The current sale prices of Qualifying Products are listed on our site; the costs exclude shipping, handling, and taxes.
The current fee schedule is:
· 8% of the sale price for sales of each Promotional Qualifying Product added to the customer's order.
· 8% of the sale price for sales of each Regular Qualifying Product added to the customer's order.
· 4% of the sale price for sales of each Product that is part of a Rare Section added to the customer's order
6.Fee Payment
Referral fees will be paid on a monthly basis. If the fees payable to you for any calendar month are less than $50.00,
we will hold those fees until the total amount due is at least $50.00 or until this Agreement is
terminated. Commissions will be withheld for a minimum of sixty days, but no more than ninety days, after each sale to ensure delivery has been made, products have not been returned, and the order is not fraudulent. If the customer returns a product, which has generated a referral fee, we will deduct the fee from your next payment. If you are owed less than the amount being deducted and the agreement is ended, we will send you a bill for the fee.
7.Policies and Pricing
Customers purchasing products through this Program will be deemed customers of Movieposter.com exclusively. All Movieposter.com rules, policies, and operating procedures regarding customer orders, customer service, and product sales will apply to these customers. Movieposter.com reserves the right to change its policies and operating procedures at any time, without prior notification to your site. We will determine the prices to be charged for products sold under this Program according to our own pricing policies. Since product price and availability may change from time to time, you may not include price information in your product descriptions.
8.Identifying Yourself as an Affiliate
We will provide your site with a graphic image that identifies your site as a Program participant. You must either display this logo or the phrase "In affiliation with Movieposter.com." on your site.
9.Limited License
We grant you a nonexclusive, revocable right to use the graphic and message described in Section 8 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 icon, the message, or any of our images in any way without our consent. We reserve all rights to the graphics, messages, our trade names and trademarks, and all other intellectual property.
10.Responsibilities of Your Site
You are responsible for:
· creating and posting product descriptions on your site and linking those descriptions to our site. Movieposter.com will provide these links.
· ensuring the accuracy and appropriateness of materials posted on your site in association with Movieposter.com.
· ensuring that materials posted on your site do not violate or infringe upon the rights of any third party such as copyrights, trademarks, privacy, or other personal or proprietary rights.
· ensuring that materials posted on your site are not libelous or otherwise illegal.
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.
You must ensure that your site will not:
· Promote violence
· Promote pornographic materials
· Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
· Violate intellectual and artistic property rights
· Promote illegal activities
11.Terms of the Agreements
The terms of this Agreement will begin upon our acceptance of your application and will end upon being terminated by either party. Either party, with or without cause, may terminate this Agreement by giving the other party written notice of termination. This agreement will terminate five (5) days after written notice by either party.
12.Modification
Movieposter.com reserves the right to modify any of the terms or conditions contained in this Agreement, at any time, by posting a change notice or a new agreement on our site. Modifications may be changes in the scope of available referral fees, fee schedules, payment 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.
13.Relationship of Parties
This Agreement does not create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between your site and Movieposter.com. You have no authority to make or accept any offers or representations on our behalf. You are unable to make any claims that reasonably would contradict anything in this Section.
14.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. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
15.Disclaimers
Movieposter.com makes no warranties with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). Movieposter.com makes no guarantee 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.
16.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 OPERATE 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.
17.Miscellaneous
This Agreement will be governed by the laws of Canada and the province of Ontario. Any action relating to this Agreement must be brought forth in the federal or provincial courts located in Toronto, Ontario 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.
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