1. Offers and Engagements
2. Affiliate’s Responsibilities
4. Ownership and Licenses
7. Required Provisions
8. Limitation of Liability
This web page represents a legal document that serves as our Affiliate Agreement and governs the relationship established between Indiewood Network Ltd, our website at https://www.indiewoodnetwork.com, its sub-domains, and any associated web-based and mobile applications (collectively, “Website”), as owned and operated by Indiewood Network Ltd and the Affiliate.
The terms “us” or “we” or “our” refers to Indiewood Network Ltd, our website at https://www.indiewoodnetwork.com, its sub-domains, and any associated web-based and mobile applications (collectively, “Website”), as owned and operated by Indiewood Network Ltd.
An “Affiliate” is someone who registered on our website and intend to or already has made use of our Affiliate Services (defined below).
“Affiliate Media Channels” and “Media Channels” refers to mediums owned and operated by the Affiliate (including, but not limited to Youtube Channels, Blogs, Websites, Social Media Pages and Profiles).
“Third Party Websites” refers to mediums not owned or operated by the Affiliate (including, but not limited to public or private areas belonging to third parties on Social Networks such as Facebook, Twitter, Google +, websites or blogs, comment sections).
“Affiliate Services” is the offer of paid commissions in exchange for certain advertising services leading to a new Paid Member (defined below) through a Qualifying Link (defined below).
“Qualifying Link” is a dynamic and unique url we provide our Affiliates with on their Affiliate Area (defined below) to link Users (defined below) to our website. We use this link to keep track of Referrals (defined below) and due Affiliates Commissions (defined below). We will accept no claims for Paid Members who registered on our website through a non-Qualifying Link (defined below).
A “Non-Qualifying Link” is any and every link with no reference to the Affiliate.
An “Affiliate Commission” is the offer of a percentage or fixed payment in British Pounds (£) in return for certain advertising services leading to a new Paid Member through a Qualifying Link.
A “Referral” is a visit to our website through a Qualifying link.
“Affiliate Area” is a section on our website where our affiliates can manage, edit and create their Qualifying Links and keep track of their referrals and earnings.
A “Visitor” is someone who merely browses our Website, but has not registered as Member.
A “Member” is an individual that has registered with us to use our Services.
A “Paid Member” is an individual that has registered with us to use our Services, upgraded to a Paid Subscription and made a successful and verified payment upon termination of the trial period.
Our “Services” represents the collective functionality and features as offered through our Website to our Members and Affiliates.
A “User” is a collective identifier that refers to either a Visitor or a Member.
All text, information, graphics, audio, video, and data offered through our Website are collectively known as our “Content”.
Terms and conditions
In consideration of the promises set forth below, we agree as follows:
1. Offers and Engagements
1.1. From time to time, we may offer our Members an Affiliates Commission in return for certain advertising services leading to a New Paid Member through a Qualifying Link. The acceptance of this offer and the use of our Affiliate Services by any Member changes its status to Affiliate. If such offers are accepted, received and approved, they shall be deemed to be an “Offer” for the purposes of this Agreement.
1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer’s terms, an “Engagement” will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the Terms and Conditions of this Agreement.
1.3. At any time, prior to the Affiliate providing a Qualifying Link, we may with or without notice (a) change, suspend or discontinue any aspect of an Offer or Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by Indiewood Network Ltd for an Offer or an Engagement. The Affiliate agrees to promptly implement any request from Indiewood Network Ltd to remove, alter or modify any graphic or banner ad submitted by Indiewood Network Ltd that is being used by the Affiliate as part of an Engagement.
2. Affiliate’s Responsibilities
2.1. The Affiliate will link its Media Channels to areas within our website using the provided Qualifying Link. The Affiliate may post as many Qualifying Links as it chooses to on its Media Channels. The overuse and overexposure of Qualifying Links on Third Party Websites may be deemed as Spam and result in the immediate termination of our Affiliate Agreement and Services. The position, prominence and nature of Qualifying Links on the Affiliate’s Media Channels shall be no less favorable than the position, prominence and nature accorded to other merchants, but otherwise will be in the discretion of the Affiliate.
2.2. The Affiliate agrees not to make any representations, warranties or other statements concerning Indiewood Network Ltd, Indiewood Network’s websites, any of Indiewood Network’s products or services, or Indiewood Network’s website policies, except as expressly authorized by the Indiewood Network Ltd. The Affiliate agrees to represent our services in a manner consistent with the image and values expressed on our website. The Affiliate agrees to promote our website as a place for filmmakers and other film professionals or entities to network, share their works, job posts, castings, trailers, and receive discounts on third party products and services. The Affiliate agrees not to promote our website as an image hosting or serving service. The Affiliate agrees not to make any press releases with respect to this Agreement or its participation in the Program without our prior written consent, which may be given or withheld in our sole discretion.
2.3. The Affiliate is responsible for notifying us of any malfunctioning of the Qualifying Links or other problems with the Affiliate’s participation in the Engagement. We will respond promptly to all concerns upon notification by the Affiliate.
3.1 Within thirty (30) days up to a maximum of sixty (60) days after the end of each calendar month, during the term of this Agreement (subject to minimum and maximum requirements set forth in Section 3.4 below), Indiewood Network Ltd shall pay the Affiliate’s Commissions in British Pounds (£) for its advertising services. This payment has to be made strictly via Paypal (third party commissions may apply). The Affiliate may keep track of their earnings on their Affiliate Area, under the Statistics tab.
3.2 For purposes of this Agreement, “New Paid Customer” means an end user who (a) Registers as a member on www.indiewoodnetwork.com through a Qualifying Link (b) is not then and has not been a registered member of the Indiewood Network (c) has entered new and unique information in the name and email address fields on any of Indiewood Network’s registration forms (d) accepts the Indiewood Network’s site Terms and Conditions and (e) customer subscribes to a monthly or yearly subscription and makes a successful payment after the trial period ends.
3.3 “Qualifying Link” is defined above on the Definitions section of this agreement.
3.4 If the commissions payable to the Affiliate for any calendar month are, in total, less than seventy-five British Pounds (£75), we will hold payment until the total amount due and accruing over subsequent calendar months is at least seventy-five British Pounds (£75) or (if earlier) until this Agreement or the Engagement is terminated. Although unlikely, we reserve the right to establish a maximum of one-thousand British Pounds (£1000) pounds per transaction each calendar month.
3.5 We shall have the sole right and responsibility for processing all registrations of end users. The Affiliate acknowledges that all agreements relating to the registration of end users shall be between Indiewood Network Ltd and the end user and that we have the right to reject any registrations that do not comply with any requirements we may establish, such as fraudulent registrations.
3.6. All determinations of Qualifying Links and New Paid Customers and whether a commission is payable will be made by Indiewood Network Ltd in good faith and will, and absent manifest error, be final and binding on both Indiewood Network Ltd and the Affiliate.
4. Ownership and Licenses
4.1. Each party owns and shall retain all right, title and interest in its names, logos, images, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, images, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. Each party may not modify the other party’s logos or images or other materials in any way without the other party’s prior written consent. The Affiliate acknowledges that our brand logos and the goodwill associated therewith are valuable properties belonging to Indiewood Network Ltd and that all rights thereto are and shall remain our sole and exclusive property. The Affiliate agrees to use our logos in a manner which will protect our rights and goodwill therein. The Affiliate agrees that it will do nothing inconsistent with our ownership rights and that all uses of the same shall inure to the sole benefit of and be on behalf of Indiewood Network Ltd.
4.2. We grant the Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, images, trademarks and services which Indiewood Network Ltd provides to the Affiliate hereunder or during the registration process with the affiliate program, on the Affiliate Media Channels solely for the purpose of creating and maintaining Qualifying Links from the Affiliate Media Channels to our website during the term of this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, the Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same content.
4.3. The Affiliate grants us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic, video or banner ad promoting our website, on our website, partner pages and Social Media Profiles, for co-branding and cross-promotion purposes. Indiewood Network Ltd will remove such graphic, video or banner ad upon the Affiliate’s written request either by email or post.
5.1. The term of this Agreement shall begin with formation of the Engagement.
5.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least 30 working days’ prior written notice of such termination to the other party. Termination of this Agreement shall also terminate any outstanding Engagements. Sections 2.2, 4.1, 6.3, 7 and 8 shall survive termination of this Agreement.
5.3 Upon termination of this Agreement for any reason, the Affiliate will immediately cease use of, and remove from its site, all links to our website, and all ou trademarks, names, logos, images, service marks, trade address and copyrights, and all other materials provided by or on our behalf to the Affiliate pursuant hereto or in connection with the Affiliate Services. All their Affiliate’s rights and claims will be immediately revoked.
6.1. 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, anti-discrimination 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.
6.2 The Affiliate represents that it will not directly or indirectly offer any person or entity any financial incentive (including, without limitation, payment of money) for using the Qualifying Links on its Media Channels or Third Party Websites to access our website or read, intercept, record, redirect, interpret, or fill in the contents of any electronic registration or contact forms present on our website by any person or entity. This includes paid advertising on Third Party Websites.
6.3 EXCEPT FOR THE ABOVE REPRESENTATIONS OR WARRANTIES, INDIEWOOD NETWORK LTD MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, INDIEWOOD NETWORK LTD MAKES NO REPRESENTATION THAT THE OPERATION OF ITS WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND INDIEWOOD NETWORK LTD WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
7. Required Provisions
7.1 The Affiliate agrees to indemnify Indiewood Network Ltd for liabilities, damages and expenses (including reasonable attorneys’ fees) arising from third party claims based on the Affiliate’s acts or omissions under or related to this Agreement.
8. Limitation of Liability
8.1. In no event shall Indiewood Network Ltd be liable for the Affiliate’s indirect, special, exemplary, consequential or incidental damages arising out of or in connection with this Agreement or the Affiliate Services, even if informed of the possibility of such damages. Indiewood Network Ltd aggregate liability arising with respect to this Agreement and the Program will not exceed the total commission fees paid or payable to the Affiliate under this Agreement.
9.1. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party. Each party shall bear its own costs and expenses in performing this Agreement.
9.2. This Agreement has been made in and shall be interpreted, construed and enforced in all respects in accordance with the laws of the United Kingdom, where Indiewood Network Ltd headquarters are present, without reference to conflict of law principles. Any action to enforce this Agreement shall be brought in the courts located in the United Kingdom. Affiliate shall send any official correspondence via registered mail to Indiewood Network Ltd headquarters to the attention of our legal department.
9.4 The failure of either party to require or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance.
9.5. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous agreements of the parties, with respect to the subject matter hereof. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the duly authorized representatives of both parties.
9.6. Neither party shall assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement without the other party’s consent to any person or entity which acquires or succeeds to all or substantially all of such party’s business assets. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
9.7. In the event that any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect.
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