This Affiliate Agreement (the “Agreement”) constitutes a binding, legal contract between Interactive-Media-Network.com, Incorporated, a Florida corporation, (“IMN”) and you as an independent affiliate of IMN (“You”). BY USING THIS WEBSITE AND/OR REGISTERING AN ACCOUNT, YOU AFFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY: (A) THIS AGREEMENT, (B ) IMN PRIVACY AND (C) IMN Terms .
1. SERVICES. By registering as an Affiliate, You are agreeing to the terms and conditions contained in the Agreement in exchange for IMN providing to you certain opportunities to promote, market or otherwise advertise certain websites, services or products of IMN (“Opportunities”) for the purpose of earning certain payments and Commissions (defined below) (collectively, the “Affiliate Program”).
2. YOUR OBLIGATIONS. In consideration of IMN providing the Opportunities, You agree, acknowledge, represent and warrant that:
a. All communications and/or representations made by You in connection with the Opportunities will be accurate and comply with all U.S. federal and state laws, including the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”), the Children’s Online Privacy Protection Act (“COPPA”), and the rules of the regulations, policies and guidelines of the U.S. Federal Trade Commission, including any and all rules regulations, policies and guidelines related to or governing advertising, telemarketing, disclosure and consumer protection (“Laws”).
b. Any content used by You in connection with the Opportunities, including the content of any website on which you promote the Opportunities or email sent by You, shall contain clear and conspicuous disclosures and disclaimers as necessary to prevent such content from being false or deceptive.
c. You are 18 years of age or older.
d. You shall only present IMN and the Opportunities in accordance with such guidelines, restrictions, rules or prohibitions as IMN may set forth from time to time on the official website of IMN, available at www.interactive-media-network.com (collectively, the “Website”) or in such marketing materials that IMN may provide to you in its sole discretion from time to time.
e. You shall immediately cease making any claims or representations in connection with the Opportunities and/or IMN upon Your receipt of instruction from IMN to do so, regardless of whether IMN had previously authorized You to make such claims or representations.
f. You shall not make any claims regarding potential income, earnings, products, or services nor suggest or imply any guarantee, warranty or other policy with respect to any Opportunity beyond those claims expressly authorized at the Website, as such may be amended by IMN in its sole discretion from time to time. You agree that it is Your responsibility to periodically check the Website to ensure compliance with this section.
g. You shall not reproduce Commission checks or distribute Commission checks.
h. You shall not disparage IMN, the Opportunities or any affiliate of IMN (“Affiliates”) in any manner or any medium, including, without limitation, via comments on message boards or blogs or the like.
i. You will not, in connection with your activities related to this Agreement or the Opportunities, make any unlicensed or unauthorized use of or otherwise infringe or misappropriate any materials protected by any patent, copyright, trademark, trade secret, right of privacy, right of publicity or other intellectual property or other proprietary right (“IP Rights”) of any person including without limitation IMN or any Affiliate.
j. You will not interfere with, manipulate, or attempt to deceive any mechanism or process used by IMN to track Commissions or with the normal flow of traffic to, through, or from any website related to any Opportunity.
k. You shall not: (i) frame, copy or mirror any content forming part of the Website; (ii) reverse engineer the Affiliate Program or otherwise attempt to derive its source materials; (iii) access or join the Affiliate Program for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Website; (iv) interfere with or disrupt the Website or any data contained therein; (v) attempt to gain unauthorized access to the Website, its related systems or networks; or (vi) use the Affiliate Program for any unlawful purpose or in violation of the rights of any person.
3. ACCOUNT REGISTRATION AND MAINTENANCE.
In order to become an Affiliate, You must create an account with IMN (“Affiliate Account”). Account registration is subject to the following conditions:
a. IMN may reject any registration in its sole discretion, with or without cause, for any reason.
b. IMN reserves the right, in its sole discretion, without liability and with cancellation of any pending Commissions, to suspend or terminate any Affiliate Account, regardless of whether such Affiliate Account was previously accepted, at any time, with or without notice, in the event that You:
1. breach any of Your obligations set forth in Section 2(a) through (k);
2. post any type of advertisement about IMN and/or any Opportunity to a newsgroup, listserv, blog, chat room, or the like (each a “Forum”) in violation of the rules of such Forum;
3. send, initiate or procure the sending of an email to any person who has either not requested to receive such messages from You or who has requested to receive no further emails from You;
4. employ any false or deceptive information regarding Your identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Your identity, and the intent, subject, and origin of any emails sent by You;
5. employ any incomplete, invalid, deceptive, fake, or forged message headers;
6. fail to include clear and valid “From” and “Subject” lines in any email from You;
7. fail to include a mechanism that enables the recipient to opt-out from receiving for no less than 30 days from the date the email was sent or honor any opt-out request within 10 days of the receipt of such opt-out request by You;
8. obtain email addresses via automated means or send any email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy;
9. end or relay any email from any protected computer or network accessed without authorization;
10. send any commercial marketing Email to, or collect any personally identifiable information from, any person who is under 18 years of age;
11. violate any applicable Law or if IMN has reason to believe that You have violated any Law;
12. use any mousetraps, such as windows that reappear, spawn new windows or otherwise resist being closed;
13. use, send, transmit or promote any IMN content or IMN links to content that involves the sale, distribution or promotion of (i) any kind of multilevel scheme; (ii) unlicensed content or which otherwise violates the intellectual property rights or other rights of any person, entity or estate; (iii) spyware; (iv) sweepstakes, wagers, wagering pools, or lottery tickets; (v) warez, pirated software, digital rights protection circumvention or hacking tools; (vi) anonymous proxies, proxy lists, (http/tcp proxies, irc/ircd, bnc, eggdrop, socks4/5, or remote bots; (vii) shell accounts, dial-ups, dial-ins or spamming tools; (viii) fake ID tools; (ix) SSN searches, SSN lookups, or SSN verifications; (xi) password lists; ( xii) any materials endorsing or encouraging violence, hatred, revenge, racism, victimization, discrimination of any kind, criminal activity, ( xiii) is otherwise prohibited by any applicable law; ( xiv) disparages or reflects unfavorably on IMN and/or its Affiliates or that could otherwise adversely impact or damage the reputation or public image of IMN and/or its Affiliates; and/or (xvi) any other category of content which IMN, in its sole discretion decides to prohibit (each “Prohibited Content”).
c. In addition to the foregoing, IMN may terminate your Affiliate Account for convenience. In such event, IMN shall pay to You any unpaid, undisputed Commissions earned by You prior to the date of such termination in the next payment cycle, subject to a reasonable holdback of such Commissions, as determined by IMN in its sole discretion, to protect IMN against anticipated refunds that may accrue following the date of termination.
d. As a condition of creating an Affiliate Account, You agree to receive e-mail from IMN, including but not limited to, sales reports, training, promotional resources, newsletters and other correspondence.
4. PAYMENTS.
a. Your sole compensation under this Agreement shall consist of a fractional percentage of the net revenue actually collected and received by IMN from each sale of the applicable IMN product that results directly from Your promotion of such IMN product (each such payment a “Commission”). You are solely and fully responsible for any and all costs and expenses that You incur in the marketing of IMN and the Opportunities and You agree to hold IMN harmless from same.
b. Pricing of products and services is totally within IMN discretion and IMN reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advance notice to You. IMN is responsible for handling all customer inquiries, fulfilling product orders, customer billing and collection of monies. All IMN personally identifying customer contact information is, as between You and IMN, the sole property and Confidential Information (as defined below) of IMN and shall not be shared with You, regardless of whether said customer arrived at the Website through one of Your links.
c. All Commissions will be made in U.S. dollars in accordance with the following procedure:
1. Provided that Your total Commissions earned for a particular bi-monthly period exceed, U.S. $100.00 (the “Minimum Payout”), IMN will remit such Commissions to You within thirty (30) days following the fifteenth or last day of the calendar month, as applicable, in which IMN receives payment for the applicable sale of the IMN product (each a “Sale”). In no event shall You receive nor shall IMN be responsible for any late fees and/or interest as a result of any delay in paying Commissions.
d. If a Sale is subsequently canceled or refunded following payment of the applicable Commission to You, IMN shall deduct such commission from your subsequent Commissions.
e. Commissions will not be paid for Sales that are attributable to credit card fraud, credits given to customers, bad debt write-off and returned goods. In the event that Sales attributable to credit card fraud, credits given to customers, bad debt write-off or returned goods exceed acceptable limits determined by IMN in its sole discretion, IMN may immediately (i) discontinue or withhold all unpaid Commission payments; and/or (ii) terminate Your status as an Affiliate.
f. You are solely responsible for providing and maintaining accurate contact and payment information. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. You are solely responsible for payment of all federal, state and local taxes that arise out of Your status and activities as an Affiliate, (except for income taxes payable by IMN as a result of its own income), and You agree to indemnify and hold harmless IMN and its Affiliates against any such taxes. Without limiting the generality of the foregoing, You are responsible for and agree to indemnify IMN and its affiliates against any income taxes on Commissions or prizes that You earn as an Affiliate.
g. IMN will only pay Commissions on Sales that are tracked through our tracking system and indicate Affiliate as the source of the visit to the Website. You agree and acknowledge that tracking of the source of any visit to the Website and/or Sale will be determined solely by IMN in accordance with IMN’s reporting and/or tracking procedures. No other measurements or statistics of any kind shall have any effect under this Agreement. The determinations of IMN with respect to the reporting and/or tracking procedures and/or Commissions are final and not subject to petition or debate. IMN makes no representation regarding the accuracy of its reporting and/or tracking procedures. You have no right to Commissions based upon subsequent Sales, or where “cookies” are used, overwritten or deleted even where the customer first arrived at the imn site through Your link. Commissions will only be paid when the buyer makes a purchase on the same visit using Your link and You shall not receive any Commission for any Sales where a buyer does not purchase a IMN product using Your Affiliate link. You are solely responsible for ensuring that their Your links are set up properly to track Sales and qualify for Commissions. IMN is not responsible for the failure to pay any Commission that results from the improper formatting of any links. IMN is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily interfere with, disrupt or diminish our reporting and/or tracking procedures
H. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED NO ASSURANCES FROM IMN THAT YOU WILL OBTAIN ANY PARTICULAR AMOUNT OF COMMISSIONS AS A RESULT OF THIS AGREEMENT OR THAT YOU WILL RECOUP ANY EXPENDITURES MADE IN FULFILLMENT OF YOUR OBLIGATIONS UNDER THIS AGREEMENT. IMN SHALL INCUR NO LIABILITY WHATSOEVER FOR ANY DAMAGES, LOSSES OR EXPENSES OF ANY KIND SUFFERED OR INCURRED BY YOU ARISING FROM OR INCIDENT TO ANY TERMINATION OF THIS AGREEMENT BY IMN WHETHER OR NOT IMN IS AWARE OF SUCH DAMAGES, LOSSES OR EXPENSES. IMN SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES IN REGARDS TO AFFILIATE'S EARNING POTENTIAL.
5. IP RIGHTS.
a. As between You and IMN, IMN shall be and remain the sole owner of all right, title and interest in and to its trademarks, service marks and copyrights, and any other materials or properties owned, licensed or controlled by IMN (collectively, the “IMN Materials”), and You hereby assign to IMN all right, title and interest You may be deemed to have therein. IMN grants to You a non-exclusive, revocable, non-transferrable right and license, without right to sublicense to use the IMN Materials in accordance with such guidelines, restrictions, rules or prohibitions as IMN may set forth from time to time at the Website or in such marketing materials that IMN may provide to you in its sole discretion from time to times, subject to the terms and conditions of this Agreement and all applicable local, state and federal law. Subject to the limited rights expressly granted in this Agreement, IMN reserves all right, title and interest in and to the IMN Materials. All rights not specifically granted to You under this Agreement are expressly reserved by IMN.
b. You may not use, reproduce, distribute or display any IMN Material: (i) in any manner whatsoever that is distasteful, or which defames, or misrepresents IMN in any way; (ii) descriptively to suggest association or affiliation with or endorsement by IMN; (ii) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (iii) in any metatags or hidden text, or (iv) as a domain name, sub domain, or component thereof, including as second or third level domain name identifier, without the express prior written consent of IMN, which IMN may withhold at its sole discretion. Promotional use of images or reproductions of payment checks without the express, written consent of IMN is prohibited
6. DISCLAIMERS; LIMITATION OF LIABILITY IP RIGHTS.
A. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (A) IMN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, AND (B) DCS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, THE AFFILIATE PROGRAM, THE OPPORTUNITIES AND/OR THE WEBSITE ARE PROVIDED BY IMN “AS IS” AND IMN EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATED THERETO, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, IMN DOES NOT WARRANT THAT YOUR USE OF THE AFFILIATE PROGRAM, THE OPPORTUNITIES AND/OR THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, NOR DOES IMN MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE AFFILIATE PROGRAM, THE OPPORTUNITIES AND/OR THE WEBSITE. FURTHER, NOTHING IN THIS SECTION OR ANY PART OF THIS AGREEMENT SHALL BE CONSTRUED AS RELIEVING YOU FROM YOUR RESPONSIBILITIES AND OBLIGATIONS, INCLUDING BUT NOT LIMITED TO, SUCH OBLIGATIONS AND RESPONSIBILITIES AS MAY ARISE UNDER AN IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING WITH REGARD TO LEAD GENERATION, AS MAY BE RECOGNIZED BY APPLICABLE STATE LAW.
b. IN NO EVENT SHALL IMN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS) EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL IMN'S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE TOTAL COMMISSIONS PAID WITHIN THE PRIOR SIX MONTHS BY IMN TO YOU HEREUNDER.
7. CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS.
a. In connection with this Agreement, IMN may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of IMN (collectively, “Confidential Information”). You shall not (i) disclose the Confidential Information to any person, or (ii) use the Confidential Information (whether for Your own benefit or the benefit of any other person), without the express prior written consent of IMN. You shall not use any Confidential Information for the purpose of soliciting, or to permit any others to solicit, IMN Clients to subscribe to any other services or promote the sale of any product which competes, either directly or indirectly, with IMN or the Affiliate Program. You agree and acknowledge that IMN may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with IMN.
8. INDEMNIFICATION.
To the fullest extent permitted by Law, You agree that in the event that any party commences any action or files any claim whatsoever (“Claim”) in connection with Your use of or participation in the Affiliate Program, the Website or any Opportunity, You shall defend, indemnify and hold harmless IMN, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the “IMN Parties”), from and against any and all damages, liabilities, claims or costs (including, without limitation, the costs of investigation and defense and reasonable attorneys’ fees and litigation and court costs) (“Losses”) incurred by any IMN Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
9. GENERAL TERMS AND CONDITIONS.
a. Governing Law; Dispute Resolution. You agree that Florida law will govern this Agreement, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Florida, and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Delray Beach, Idaho. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
b. Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary or similar relationship between the parties. You agree that any content stored on IMN’s servers in relation to your participation in the Affiliate Program is solely at Your direction and nothing contained in this Agreement nor in Your participation in the Affiliate Program shall be construed as shifting responsibility for such publication to DCS. You are not authorized to make any promise, warranty or representation on behalf of IMN or obligate or attempt to obligate IMN in any manner whatsoever. You shall not represent to any person that You are the agent of IMN, nor fail to correct any misunderstanding as to such status.
c. Assignment. IMN may freely assign or transfer any or all of the rights and obligations described under this Agreement without Your consent and without notice to You. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of IMN. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
d. Severability. If any provision of this Agreement is declared or determined by any court to be unenforceable or invalid: (i) the validity of the remaining parts, terms or provisions shall not be affected by that determination; (ii) the unenforceable or invalid part, term or provision shall not be deemed to be part of this Agreement; and; (iii) such court may substitute a provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by applicable law.
e. Publicity. You shall not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using IMN’s name or referencing the Affiliate Program; or (iii) suggesting or implying any endorsement by IMN of You without the prior written approval of IMN, which IMN may withhold at its sole discretion.
f. Entire Agreement; Amendment. (A) This Agreement (B ) IMN PRIVACY AND (C) IMN Terms constitute the complete and exclusive agreement between the parties relating to the subject matter hereof. IMN reserves the right to amend the IMN Agreements at any time. When IMN amends any of the IMN Agreements, IMN shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at http://www.interactive-media-network.com that; (i) such changes or amendments have occurred; and (ii) identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued participation in the Affiliate Program following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised IMN Agreements. You agree that You http://www.interactive-media-network.com have the burden to periodically to inform Yourself of any such changes.
g. Waiver. The waiver or failure by IMN to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of IMN set forth in this Agreement are cumulative and are in addition to any rights or remedies IMN may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
h. Equitable Actions. You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to IMN which would not be adequately and fully compensated by money damages and that IMN may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Florida or any other court of competent jurisdiction anywhere in the world (at IMN’s sole discretion), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
