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This Agreement contains
the complete terms and conditions that apply to your participation
in the Invision Affiliate Program. As used in this Agreement, "we" or "us" refers
to Invision Digital and media Arts, Inc. and "you" refers
to the applicant. You must be 18 years of age or older to enter into
this Agreement with us.
You must submit a completed Affiliate
Program application which will be evaluated by us. Although
we hope your application will be successful, we reserve the right
to reject or cancel applications for any (or no) reason. For example,
we may reject or cancel your application if we determine that your
website is unsuitable for the Affiliate Program as outlined below.
If we
reject your application, you are welcome to reapply to the Affiliate
Program at any time. You should also note that if we accept your
application and your site is later determined (in our sole discretion)
to be unsuitable for the Affiliate Program, we may terminate this
Agreement at any time. We will not be liable to you for any costs,
damages, or lost profits as a result of our termination of this
Agreement.
Once we notify you that your application
has been accepted, we will provide you with access to Invision banner
advertisements, buttons, and/or text links to our site.
These links will
allow your visitors to enter our site, and enable us to keep track
of the sales you may earn if they purchase products from us. You
will be responsible for ensuring that each of the links connecting
your site to our site is placed properly in your code. You will
also agree not to modify the Links in any way without contacting
Invision.
We will process orders placed by customers who
enter our site through the link you obtain from Invision. We
reserve the right to reject any orders that do not comply with
our policies or conditions at the time of the order. We will
track sales made to customers who purchase using Links, and will
make available to you reports summarizing the sales activity.
The form, content, frequency, and method of delivery of the reports
may vary from time to time in our sole discretion.
We will pay you when visitors from your site
use the Link to purchase products from us. Referral fees
are calculated based on a percent of the "Net Sales" from "Qualifying
Purchases" made during a "Session." This percent
is specified in referral fee schedules to be established
by us.
"Net Sales" shall
mean gross sales from "Qualifying Purchases" less:
- Returns
- Postage,
shipping, and handling charges
- Sales,
use, or other like taxes
"Qualifying
Purchases" shall mean a purchase of an eligible product offered
on our site for this Affiliate Program that meets the following
criteria:
- The
purchase must be completed on our site and made with a valid
credit card (no phone orders qualify)
- The
purchase must be completed during a "Session" (defined
below)
"Session" shall
mean the period beginning upon a visitor's entry to our site through
a Link and ending seven (7) days thereafter if the visitor accepts "cookies" from
our site (see explanation below). Any Session in progress will
automatically terminate upon the expiration or termination of this
Agreement or upon the visitor deleting our cookie.Note regarding
Net Sales: Net Sales include completed sales only. Note regarding "cookies":
To keep track of the Session, we use a small text file called a "cookie" that
is placed on the hard drive of the visitor's computer. Some web
browsers permit users to elect not to receive cookies. Only visitors
who accept cookies can be tracked for referral fees. You understand
that no referral fee can be paid for any purchase made by a visitor
who does not accept cookies, or who has deleted our cookies during
a Session.
We will pay you
5% of all sales, excluding tax or shipping costs. All customers
that purchase products from our site must pay in U.S. dollars,
and all commission checks to you will be tendered in U.S. dollars.
In every calendar quarter where you’ve earned more than $50, we
will send you a check for the amount that you have earned for such
quarter.
Customers who buy products through this Affiliate
Program will be deemed our customers. Accordingly, all rules,
policies, and operating procedures concerning customer orders,
customer service, and product sales from and by Invision
will apply to those customers. Also, the terms, conditions,
and policies of our site will also apply to visitors' conduct,
rights, and obligations while visiting our site. We have
the right to change our policies and operating procedures
at any time. Because product prices and availability may
vary from time to time, we cannot permit you to include pricing
or product descriptions on your site independent of the materials
we provide in the Links. We will use commercially reasonable
efforts to present accurate information, but cannot guarantee
the availability or price of any particular product. You
are responsible for periodically visiting, reviewing, and
becoming familiar with the Terms And Conditions page(s) of
the Invisiondigital.com site, which are incorporated into
this Agreement by reference.
We hereby grant you a limited, nonexclusive,
nontransferable, nonsublicensable, revocable right to use
the graphic images and text we are providing to you solely
for the purpose of creating links from your site to ours.
You may not modify the graphic image, text, or any other
of our images in any way, or engage in site framing or similar
processes without the express written permission of Invision.
We reserve all of our rights in the graphic image and text,
any of our trade names, trademarks, domain names, copyrights
trade dress, and any other intellectual property rights.
You agree to follow our guidelines for use of our trademarks,
as those guidelines may change from time to time. In addition,
you agree not to use our trademarks in any search-engine
keyword optimization. We may revoke your license at any time
by giving you written/electronic email notice. You also agree
that you shall use the Links only in order to link to our
site and promote your ability to do so pursuant to this Agreement.
You agree that you shall not present the Links or any images
comprising them in combination with any other name or mark,
in connection with your own goods or services, or in any
manner that may suggest or imply that you or your goods or
services are supplied by, sponsored by, endorsed by, or affiliated
with us.
You will be solely responsible for the development,
operation, and maintenance of your site and for all materials
that appear on your site.
The term of this Agreement will begin upon
our acceptance of your application and will end when terminated
by either party. Either you or we may terminate this Agreement
at any time, with or without cause, by giving the other party
notice of termination in accordance with the notice provision
of this Agreement. Upon the termination of this Agreement
for any reason, you will immediately cease use of, and remove
from your site, all links to our site, and all Invisiondigital.com
or Invision trademarks, trade dress and logos, and all other
materials provided by or on behalf of us to you pursuant
hereto or in connection with the Affiliate Program. You are
only eligible to earn referral fees on Qualifying Purchases
occurring during the term, and referral fees earned through
the date of termination will remain payable only if the related
orders are not canceled or returned. We may withhold your
final payment for a reasonable time to ensure that the correct
amount is paid. Termination or expiration of this Agreement
for any reason shall not release you from any liabilities
or obligations set forth in this Agreement which (i) we have
expressly agreed shall survive any such termination or expiration,
or (ii) remain to be performed or by their nature would be
intended to be applicable following any such termination
or expiration.
We may modify any of the terms and conditions
contained in this Agreement, at any time and in our sole
discretion, by posting a change notice or a new agreement
on our site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU,
YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED
PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING THREE (3)
DAYS AFTER OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT
ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
You and we are independent contractors, and
nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment
relationship between the parties. You will have no authority
to make or accept any offers or representations on our behalf.
You will not make any statement, whether on your site or
otherwise, that reasonably would contradict anything in this
Agreement. You agree that nothing contained in this Agreement
shall be construed as creating an exclusive relationship
between the parties. This is a binding contract between you
and us. By completing the application and by clicking the
Agree button below, you indicate your willingness to be bound
by this Agreement.
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
Affiliate 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 Affiliate Program
will not exceed the total referral fees paid or payable to
you under this Agreement for a period of six (2) months prior
to the time any such liability is established.
We make no express or implied warranties or
representations with respect to the Affiliate Program or
any products sold through the Affiliate Program (including,
without limitation, warranties of fitness, merchantability,
noninfringement, or any implied warranties arising out of
a course of performance, dealing, or trade usage), and all
aspects of such Affiliate Program are provided as-is. In
addition, we make no representation that the operation of
our site, the links, or provided Links will be uninterrupted
or error-free, or will not be rerouted or black-holed. As
a result, we might temporarily be unable to capture information
regarding Links. We will not be liable for the consequences
of any such interruptions or errors. The Affiliate Program
is intended for commercial use only. YOU ACKNOWLEDGE THAT
YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF
OF YOUR EMPLOYER, YOU REPRESENT THAT YOU ARE AUTHORIZED TO
ACCEPT THESE TERMS AND CONDITIONS ON YOUR EMPLOYER’S BEHALF.
YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY)
SOLICIT CUSTOMER REFERRALS OR MAINTAIN AFFILIATES ON TERMS
THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR
OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR
WEBSITE. 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.
Notices to you are effective if provided in writing to the postal address(es)
and electronically to the e-mail address(es) set forth in the application,
or if posted on our website. Notice to us may be given in writing to: Invision
Digital, 1000 Universal Studios Plaza, Orlando, FL 32819, Attention Affiliate
Marketing Program; or sent by e-mail to: admin@invisiondigital.com.
Except as otherwise
provided herein, this Agreement constitutes the entire agreement
between the parties and supersedes all previous agreements, promises,
proposals, representations, understandings, and negotiations, whether
written or oral, between the parties respecting the subject matter
hereof. This Agreement will be governed by the laws of the state
of Florida without reference to rules governing choice of laws.
Any action relating to this Agreement must be brought in the federal
or state courts located in Orlando, Florida, 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 enforceable against
the parties and their respective successors and assigns. Our failure
to enforce 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. In the event
any one or more of the provisions of this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable, the remaining
provisions of this Agreement shall be unimpaired, and the invalid,
illegal, or unenforceable provisions shall be replaced by a provision,
which, being valid, legal, and enforceable, comes closest to the
intention of the parties underlying the invalid, illegal, or unenforceable
provision.
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