||VODMoney TERMS AND CONDITIONS
You must first read and agree to all of the following terms and conditions before you can join (become a participant of) VODMONEY AFFILIATE PROGRAM "Program" offered through East Media Group, Inc. Please read the following CAREFULLY. This is a legal agreement ("Agreement") between East Media Group, Inc. a New Jersey corporation ("East Media Group, Inc.," "EMG," "we," or "us") and "YOU."
The following offer to You to participate in the Program is subject to all the terms, conditions, limitations, and waivers below. You acknowledge and agree that by participating in a EMG Program You will be bound by all the terms and conditions in this Agreement.
1. Rights Granted To You By Us. Subject to the terms and conditions set forth in this Agreement by Us, We grant to You, the following:
1.1 The non-exclusive right to direct, refer or send visitors or users of Your Web site to Web sites owned, operated or controlled by EMG.
1.2 A limited nonexclusive, nontransferable and revocable license to access and download promotional banners, and other promotional materials created by EMG for use on Your Web site for the exclusive purpose of advertising, marketing or promoting Web sites owned, controlled and/or operated by EMG; however, the license herein granted shall automatically and immediately cease upon the termination of this Agreement.
2. Your Warranties To Us. In consideration of EMG providing You with EMG Affiliate Program benefits, You agree and warrant as follows:
2.1 That You will at no time while You are participating in the VODMoney Affiliate Program, or using any materials provided to You by Us, directly or indirectly display or include on Your Web site any advertising or advertising links of any kind which promote VODMoney sites, other than those advertisements or ad links which have been pre-approved by Us, in compliance with this Agreement, and which advertise VODMoney, EMG or other sites, companies, products or other wide area network addresses which We designate.
2.2 That You will not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting or any other form of "spamming" as a means of promoting Your Web site or for the purpose of directing or referring users to any Web sites owned, operated or controlled by Us. You further acknowledge and agree that We have the right to immediately, and without notice, terminate your participation in the Program if We, in our sole and exclusive judgment, conclude that you have engaged in the use of any form of mass unsolicited electronic mail solicitations, news group postings, password selling or trading, warez, IRC posting or any other form of "spamming". NOTE: EMG HAS ZERO TOLERANCE FOR SPAMMING. IF YOU SPAM, YOUR PARTICIPATION IN THE PROGRAM WILL BE TERMINATED. YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY.
2.3 That You will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided to You by US pursuant to this Agreement and the Program in whole or in part, in any manner, at any time anywhere in the World except as authorized by Us in writing;
2.4 That You will not, directly or indirectly, link any of the following content or material to any EMG Web site through any hyperlinks maintained or created on Your Web site:
(i) Obscene material, including without limitation any material depicting bestiality, rape or torture.
(ii) Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;
(iii) Any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations;
(iv) Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq.;
(v) Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc;
(vi) Any material which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;
(vii) Any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or
(viii) Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.
2.5 That all materials of every kind, including photographic, videographic, audio and textual materials used in direct or indirect association with materials provided through the Program shall only be transmitted, distributed, broadcast and otherwise disseminated by You to willing adults and shall at all times comply with contemporary community standards in the communities into which they are so disseminated.
2.6 That You shall remain a Program Participant until You terminate participation in the program by notifying EMG in writing: East Media Group, Inc, P.O. Box 353, Millington, NJ 07946 Your intent to terminate Your participation; or Your participation in the Program is terminated for any reason; or the Program is terminated for any reason.
2.7 That You will remain a Program Participant in good standing at all times You are receiving benefits or are otherwise participating in the Program.
2.8 That You shall cease to be a Participant in good standing and shall be subject to immediate termination of all Benefits without prior notice if You fail to perform under or breach any part of this Agreement.
2.9 That if Your participation in the Program is terminated for any reason, You cease to be a Program Participant in good standing. If You change Your Web site's URL or You cease to offer services on the Internet, You shall immediately and permanently cease all use of all materials provided to You by Us through the Program and that you will remove all files containing materials provided to You pursuant to the Program from your Web site.
2.10 That You are a person over the age of 18 years.
2.11 That You are the person who owns or is otherwise is entitled to contract on behalf of the entity that owns the rights to Your Web site.
2.12 That of those residing in the United States, only citizens or resident aliens of the United States may participate and must supply EMG with a Federal Tax ID or Social Security Number that is representative of, and exactly matches the Payee Name you provide. Your failure to supply that information will constitute a basis for terminating this agreement and for forfeiting any revenue share, commissions or fees to which you would otherwise be entitled under this Agreement. To comply with IRS reporting requirements, EMG may use a credit agency to verify and/or modify Payee Name information as warranted.
2.13 That upon termination of this Agreement you will immediately cease using VODMoney, EMG, or any other marks associated and/or affiliated with VODMoney or EMG, and remove any materials supplied to you or referring to VODMoney, EMG, or any other affiliates of VODMoney or EMG, including without limitation any banner ads, from Your Web site.
2.14 That all Your warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.
3. Limitations Of Your Participation In The Program. You acknowledge and agree that the Program, Your participation in the Program and Program Benefits are subject to the following limitations:
3.1 Only persons over the age of 18 may participate in the Program.
3.2 EMG shall at all times have the right, in its sole and exclusive discretion, to terminate the Program and any and all Program Benefits relating to Your Participation in the Program at any time and may do so with or without prior notice or cause.
3.3 EMG, in its sole and exclusive discretion, shall have the right at any time to change or modify the Program, including without limitation, the right to pay Participants in the Program based on "click-throughs" rather than a flat commission or fee for a referral, as defined in paragraph 4.1. If at any time EMG changes the Program, you shall have the right to withdraw and terminate your participation in the Program.
3.4 EMG has the right to terminate Your and any other person's participation in the Program at any time and may do so with or without prior notice or cause.
3.5 Program Benefits are not transferable by You and may only be used by You in association with Your Web site while You are participating in the Program and are a Participant in good standing.
3.6 All Program Benefits materials, including, without limitation, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to You as part of this Program shall remain the property of EMG and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized in writing.
4. EMG Benefits. For each person who becomes a subscriber to a Web site owned, controlled or operated by VODMoney and/or EMG, and who has been tracked and verified as a "referral" to a VODMoney, EMG, or affiliated Web site from Your Web site, you will receive a revenue share as follows:
4.1 A "referral" from Your Web site which entitles YOU to future revenue share from purchases made by teh referral as follows:
(i) A person who has been directed to an authorized Web site owned, controlled or operated through the use of a hypertext transfer link residing on Your Web site which is in the form of a banner ad or other promotional link which automatically connects any person who clicks on said banner ad or other promotional link to a EMG Web site, and which banner ad or other promotional link has been supplied to YOU as part of the VODMoney Affiliate Program; and
(ii) A person who after having been directed to an authorized VODMoney, EMG or affiliated Web site through the use of the hyperlink banner ad or other promotional link supplied to You residing on Your Web site has been registered as a valid user
(iii) A person shall not be deemed a "referral" entitling you to a revenue share from his/her purchases if that person leaves the VODMoney, EMG, or affiliated Web Site after having been directed there through the hyperlink banner ad or other promotional link (which has been supplied to you ) on Your Web site, without becoming a valid registered user, even if at some later time that same person returns to the VODMoney, EMG, or affiliated Web site, not through the banner ad or other promotional link (which has been supplied to you ) on Your Web site, and at that later time registers as a valid user of the VODMoney, EMG, or affiliated referred Web Site.
4.2 You acknowledge and agree that You shall not be entitled to a revenue share for any user who you sent or referred to a VODMoney, EMG or any other affiliated Web site in violation of the terms of this Agreement, or for any subscriber who does not fall within the terms of paragraphs 4.1 (i) & (ii) or who is excluded under the terms of paragraph 4.1 (iii).
4.3 You also acknowledge and agree that You shall not be entitled to a revenue share from VODMoney or EMG for any subscription that EMG determines is the result of possible fraudulent activity. You further acknowledge and agree that EMG shall have the right, in its sole and exclusive discretion, at any time to expand or modify what it determines to constitute possible fraudulent activity. Without limiting the foregoing, possible fraudulent activity shall include without limitation, the following circumstances or activities:
(i) Where the user has used or attempts to use a credit card number which is in a negative data base;
(ii) Where there are multiple subscriptions from a single IP address within a short period of time;
(iii) Where there are sequential or multiple registrations under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers;
(iv) Where there is a pattern of "bursting registrations" characterized by numerous registrations from a Web site in a relatively short time span (the "bursting period"), where there has been history of few registratuibs from that Web site before or after the bursting period.
(v) Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database;
(vi) Where there have been sequential or multiple attempts to purchase from a credit card using the same bin number and sequential or multiple number strings to complete the credit card number.
4.4 You acknowledge and agree that EMG shall have the right to deny or withhold payment from You and to terminate You from the program if there has been an abnormal number of chargebacks or cancellations of memberships or subscriptions which have been referred to VODMoney, EMG, or affiliated Web Sites through Your Web site. You further acknowledge and agree that EMG shall have the right, in its sole and exclusive judgment, to determine what constitutes an abnormal number of chargebacks or cancellations of memberships or subscriptions.
4.5 All revenue share due and payable hereunder shall be payable in United States Dollars and shall survive termination of this Agreement.
4.6 EMG reserves the right, in its sole and exclusive discretion, at any time to alter or modify the VODMoney Affiliate Program including the method and terms of all payment benefits to Participants. Upon notice of any change in benefits under the Program, You shall have the right to withdraw or terminate Your participation in the Program.
5. No Joint Or Collaborative Venture; Nothing in this Agreement is intended by Us or You to create or constitute a joint or collaborative venture or partnership of any kind between You and Us, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between You and EMG, its employees, agents or assigns.
5.1 You acknowledge and agree that We shall have no control or ownership interests of any kind in Your business or Your Web site.
5.2 You acknowledge and agree that You shall have no financial or other interest in VODMoney, EMG or any property owned by EMG, its affiliates, agents, successors, or assigns.
5.3 You acknowledge and agree that Your relationship with Us shall be restricted to matters pertaining to the Program exclusively and shall be governed entirely by the terms and conditions of this Agreement.
5.4 You acknowledge and agree that We have no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by You on, at, or in association with Your Web site except as specifically set forth in this Agreement.
5.5 You further acknowledge that neither VODMoney, EMG, nor any employee, associate, agent, assign or successor of EMG shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with Your Web site, and that You shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through Your Web site.
6. No Guarantees Or Warranties Of Any Kind. You acknowledge and agree that EMG makes no guaranties or warranties of any kind with respect to the Program or materials provided by, through or in association with the Program, and all materials are provided to you "as is", and that use of the Program and associated materials, including, without limitation is solely at Your risk. EMG disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the Program and any and all materials of every kind supplied to You as part of this Program.
7. EMG Limited Liability and Liquidated Damages You acknowledge and agree that under no circumstances shall EMG, its employees, independent contractors, authors, agents, representatives, assigns, and successors be liable to You, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any EMG Web site, or arising from or in connection with the use of the EMG Affiliate Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of EMG services, content or Program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML.
7.1 Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should EMG, its officers, employees, successors, or assigns be held liable to You for damages, injuries or losses of any kind, directly or indirectly resulting from Your participation in the Program, that the total dollar amount of liquidated damages for any and all of Your claims, injuries, damages or losses shall not exceed a total of 50 dollars ($50 US.)
8. No Representations Of Success Or Profitability. You hereby confirm and acknowledge that You have unilaterally decided to enter an Internet service business and acknowledge that it is a high-risk business. You further confirm, acknowledge and expressly agree that neither EMG, any agent or representative of EMG, nor any other person has at any time in the past, represented to You or has otherwise directly or indirectly communicated in any manner to You any guarantee, reassurance or any other communication of any kind regarding:
(a) the potential profitability or likelihood of success of Your participation in the Program as set forth in this Agreement or otherwise;
(b) the possibility or likelihood that use of any products and/or services provided pursuant to this Agreement can or will result in the recovery of any funds expended by You for the promotion of Your Web site or any other purpose; or
(c) the existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the Program pursuant to this Agreement.
8.1 You expressly acknowledge and agree that the success of any business endeavors which involve Your participation in the Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, Your administrative capabilities, etc., and that the ultimate success or failure of Your business rests with You and not EMG You further expressly agree not to raise any claim of any kind against EMG and You agree to hold EMG harmless from any claim of loss to You directly or indirectly resulting from Your decision to participate in the Program pursuant to this Agreement.
9. No Monitoring Or Supervision Provided By Us. We shall not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with Your Web site except for that content which is supplied to You by Us, provided that said content supplied to You by Us has not be altered or modified by You or any other party.
10. Term And Termination Of Agreement You acknowledge and agree that the term of this Agreement is at will, and this Agreement and/or the VODMoney Affiliate Program may be terminated by EMG, in its sole and exclusive discretion, at any time, without any advance notice and for whatever reason.
10.1 In the event that this Agreement or the VODMoney Affiliate Program is terminated by EMG, You shall be entitled to all unpaid commissions or referral fees earned by You prior to the date and hour of termination. However, You shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received after the date and time of termination.
11. Entire Agreement; Modification; Assignment This Agreement constitutes the entire agreement between You and EMG with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.
11.1 You agree that EMG may, from time to time, in its sole and exclusive discretion, modify the type and quality of benefits provided to You hereunder either with or without notice. Other terms and conditions may be modified by Us at any time upon e-mail notice to You or by posting at a EMG information web address.
11.2 You agree that no modification of this Agreement by You, Your employees, representatives, agents, assigns or successors shall be enforceable or have any effect unless first reduced to writing and signed by a duly authorized representative of EMG.
11.3 You agree that no officer, employee or representative of You or EMG has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement; and You acknowledge and agree that You have not executed this Agreement in reliance upon any such representation or promise.
11.4 You acknowledge and agree that the failure of EMG to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.
11.5 You agree that all promises, obligations, duties and warranties made by You in this Agreement are personal to You and that neither they nor any benefits hereunder may be assigned by You to any other person or entity.
11.6 You agree that EMG may at any time, and without prior notice to you, freely assign all or part of its duties, obligations, and benefits hereunder.
12. Arbitration; Choice of Law. Any and all disputes as to the interpretation of, or any performance under, this Agreement which are not first resolved informally, shall be determined by binding arbitration in accordance with the rules of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of New Jersey and the United States.
12.1 This Agreement is executed in New Jersey and all its provisions shall be governed by and construed according to the laws and judicial decisions of the State of New Jersey and the United States when applicable.
13. All Provisions Of This Agreement Not Deemed Unenforceable Shall Survive Any Unenforceable Provisions. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.
14. This Agreement Shall Be Deemed To Be Mutually Drafted. For purposes of construction of this Agreement, both EMG and You shall be deemed to have mutually drafted this Agreement and all parts thereof.
15. Review By Your Attorney. We strongly advise that You review this Agreement with Your attorney before You enter into it. You acknowledge and agree that nothing herein and no statement by Us or any employee, representative, agent or other person associated with Us has in any way prevented or inhibited You in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that You have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith.
16. Acceptance And Execution Of This Agreement. By CLICKING ON THE "Create Account" BUTTON on the VODMoney Affiliate Program "NEW AFFILIATE REGISTRATION!" Page, and by supplying VODMoney and EMG with all the required information to sign You up to the VODMoney AFFILIATE PROGRAM, You are acknowledging that You agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement.