AFFILIATE AGREEMENT (current as of April 7, 2008)
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This Affiliate Agreement (the "Agreement") is made by and between Urban Bohemia, Inc., dba. The Production Green, a New York, USA corporation ("productiongreen.com"), and you, as an Affiliate of Urban Bohemia's production services ("You", "Your", "Affiliate").
To be an authorized Affiliate of Urban Bohemia, Inc., You agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and entering into Affiliate activities pertaining to productiongreen.com. By signing up, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use any service from productiongreen.com as an Affiliate.
PRIVACY POLICY
productiongreen.com respects the privacy of its users and promises not to disclose personal or business information to third parties without the express permission of You and Your company. We will not sell Your name, e-mail address, phone number, or any other personal information to anyone else. We consider this information to be private, and it will remain as such. If You have any questions about Your privacy rights, contact us at office@productiongreen.com.
The following agreement is summarized as follows:
- You may utilize productiongreen.com provided graphics/text/links as you see fit in eco-conscious print materials, on the web, in newsletters or within non-spam emails. Please see to it that no use of productiongreen.com provided graphics are used in a way contrary to our mission or image
- Any web page that contains productiongreen.com links, banners, or code must be written in English.
- We may email you concerning new incentives or changes to the agreement
- Adult, Hate, or other related entities are not allowed
- You will be paid your commissions, at such time as final payment is collected on any contract referred by You.
- All statistics are collected and calculated by productiongreen.com, and will be the only valid stats used for determining commissions.
- As an affiliate, you can only have 1 active agreement.
- Your physical address listed for receiving checks MUST be your actual address. Mail forwarding services, for the purpose of avoiding network demographics, is NOT allowed. For example, if you choose USA as your country, you must be in the USA.
- You won't hold productiongreen.com liable for anything
- A link to a non-productiongreen.com web site does not mean that productiongreen.com endorses or accepts any responsibility for the content or the use of such Web site.
- You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your agreement on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your agreement on the first offense.
- NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.
NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
NOT ALLOWED: Any display of a merchant window that isn't the result of a direct click by the end-user. Failure to abide by these rules could mean termination from productiongreen.com or complete forfeit of any unpaid commissions.
- Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN agreement TERMINATION.
- At productiongreen.com, there are three types of incentives:
- Flat Commission (for contracts under 5K, $100 USD; for contracts over 5K, $200 USD)
- Percentage Based Commission (5% of productiongreen.com’s net profit)
- Discount on Future Productions (for each completed contract, You will receive 10% off Your next production as a client of productiongreen.com).
- You cannot refer yourself as a Client with productiongreen.com and receive commission. Sorry. But any affiliates who become clients will receive a 10% discount on future production(s), at a 1:1 ratio (for each completed contract, You will receive 10% off Your next production as a client of productiongreen.com).
DEFINITIONS
"Performance Marketing" occurs when e-businesses ("Merchants") and individual web sites that generate their own traffic ("Affiliates") partner to drive traffic to the Merchant’s Web site and the Merchant pays a reward or bounty when the Visitor referral results in a sale, lead or other measurable action.
"Affiliate" means an entity, independent of the Merchant, that is rewarded for a legitimate sale, lead, or other measurable action by a Visitor, and uses the productiongreen.com to facilitate applications, tracking, reporting, and receipt of commission payment.
"Merchant" means an entity/business that pays a reward for a legitimate sale, lead, click, or other measurable action by a Visitor, and facilitates sign-ups, tracking, reporting, and issuance of commission payment.
"Visitor" means any person, or business that becomes a client of productiongreen.com as a direct result of the efforts of a registered Affiliate.
"sale commission" means the Payout the Merchant agrees to pay for Visitors referred to the Merchant's Web site that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 90 days. If a sale occurs after 90 days and the Visitor has not noted an authorized Affiliate, then no Payout shall occur.
"Payout or Commission " means the amount of the sale commission, lead commission, or click commission established and agreed upon by productiongreen.com and the Affiliate. The Payout may be expressed as a set amount or as a percent of sales.
"VOID" means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by the Merchant. Merchant's may VOID transactions that are fraudulent, or in the case of duplicate transactions, or other valid reasons.
AFFILIATE PAYMENT
You will receive a Commission for sending productiongreen.com authorized sales, leads, and/or clicks via Your Links that result in a completed contract. You understand that the Payout amount may be changed at any time; You will be notified by email before any changes take effect. This information is also available to You on the productiongreen.com's affiliate page.
You are responsible for determining if the Payout for a Link You have placed on Your site has changed or been discontinued. You receive the Commission from productiongreen.com.
Payments are made upon final payment on a completed contract referred by You. Money due to You does not accrue interest. In the event of a VOID, productiongreen.com may recover from You the corresponding Commission previously paid to You by deducting against Your future earnings. You will NEVER be asked to send money to productiongreen.com
SERVICE AND SUPPORT
productiongreen.com will provide support as indicated on the productiongreen.com Web site.
EMAIL CONTACT
productiongreen.com reserves the right to send e-mail to You for the purposes of informing you of applicable changes or additions to the Agreement or any productiongreen.com related products and services.
CHANGES TO THE SERVICE
productiongreen.com reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Agreement at any time. In the event of any material change, productiongreen.com will notify You via e-mail, newsletter or the productiongreen.com Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.
REGISTRATION
To sign up as an Affiliate of productiongreen.com, you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.
THE FOLLOWING TYPES OF ENTITIES ARE NOT ALLOWED TO PARTICIPATE IN productiongreen.com: ADULT SITES, ENTITIES THAT DISPLAY ADULT BANNERS, ENTITIES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES.
As part of the registration process, You will be sent a username and password combination that You use to access Your Affiliate area within the productiongreen.com. You shall provide productiongreen.com with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that productiongreen.com may rely on any data, notice, instruction or request furnished to productiongreen.com by You which is reasonably believed by productiongreen.com to be genuine and to have been sent or presented by a person reasonably believed by productiongreen.com to be authorized to act on Your behalf.
You shall notify productiongreen.com by e-mail at office@productiongreen.com of any known or suspected unauthorized uses of Your agreement, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity pertaining to Your agreement, including use of the materials by a third party authorized by You to use Your agreement. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by productiongreen.com and referral to the appropriate law enforcement agencies.
ACCEPTED USE
You represent to productiongreen.com that all content You provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of productiongreen.com any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As productiongreen.com may not review all information provided by You, You shall remain solely responsible for Your content and marketing efforts. As an Affiliate, You may not artificially inflate traffic counts to Merchant site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects.
Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related Merchant for that Link.
Points or reward programs for click or lead programs are NOT allowed. productiongreen.com RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF productiongreen.com. If Your Affiliate status is terminated, productiongreen.com has the right to withhold money You earned as a result of said activities and You will not be allowed to re-join productiongreen.com.
LIMITED WARRANTY
The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, productiongreen.com DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, productiongreen.com SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. productiongreen.com will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold productiongreen.com liable for any of the consequences of such interruptions. productiongreen.com SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF productiongreen.com HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF productiongreen.com HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY productiongreen.com AS A DIRECT RESULT OF THIS AGREEMENT.
LIMITATION OF LIABILITY
productiongreen.com OR ITS SUPPLIERS OR RESELLERS OR CLIENTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE productiongreen.com OR ANY INFORMATION PROVIDED ON THE productiongreen.com WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF productiongreen.com OR A productiongreen.com AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, productiongreen.com'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
You jointly and severally agree to indemnify, defend, and hold harmless productiongreen.com and its affiliates, officers, directors, employees and agents 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 or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
productiongreen.com agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents 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 productiongreen.com's negligence or willful misconduct in performance of the Services or its breach of this Agreement.
NON-DISCLOSURE
productiongreen.com acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of You or Your company. productiongreen.com agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of productiongreen.com, that becomes available to productiongreen.com from third parties without knowledge by productiongreen.com of any breach of fiduciary duty, or that productiongreen.com had in its possession prior to the date of this Agreement. Any information we receive from referred clients is used solely for contract completion and tracking and Commission payment purposes. productiongreen.com reserves the right to be able to utilize this data in aggregate to analyze Affiliate trends, monitor efficiencies, and perform such other analysis as productiongreen.com deems appropriate.
OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use productiongreen.com provided trademarks, text and graphics. All images, technology and content provided for Your use is and shall remain the sole property of the productiongreen.com, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
productiongreen.com may immediately terminate Your license to use the marks if productiongreen.com reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by productiongreen.com. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the productiongreen.com’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of productiongreen.com.
REPRESENTATIONS
A link to a non-productiongreen.com Web site does not mean that productiongreen.com endorses or accepts any responsibility for the content or the use of such Web site.
NONASSIGNABILITY
Affiliate or productiongreen.com may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.
FORCE MAJEURE
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on agreement of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
JURISDICTIONAL ISSUES
This Agreement shall be governed by New York, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of New York, USA and You consent to such jurisdiction.
MISCELLANEOUS
This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. |
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