Affiliate Agreement Version
This Affiliate Agreement
("Agreement") sets forth the terms and conditions under which the
Utherverse Affiliate Program ("Affiliate Program") operates.
The parties to this Agreement are you and Utherverse. By participating in the
Affiliate Program you expressly agree to be bound by and follow all terms and
conditions set forth in this Agreement. If you do not agree to be bound by this
Agreement, you cannot participate in the Affiliate Program.
Utherverse may add, delete and/or
modify any of the terms and conditions contained in this Agreement, at any time
and in its sole discretion, by posting a change notice or a new agreement on at
or http://www.redlightcenter.com/legal/AffiliateAgreement.aspx. Any changes are effective 48 hours
after being posted. It is your responsibility to check the site
frequently. If any modification is
unacceptable to you, your only recourse is to terminate your participation in
the Affiliate Program. Your continued
participation in the Affiliate Program 48 hours following posting of a change
notice or new agreement on the Utherverse Web Site constitutes your acceptance
of the changes.
reference. As an Affiliate, even if you
do not become a member or user of the Utherverse Network, you will continue to
be bound by all of these documents. In
the event of any inconsistency between this Agreement and any other document,
this Agreement shall control.
Eligibility and Account Maintenance
Utherverse shall only enter
into this Agreement or otherwise provide access to the Affiliate Program with
can lawfully enter into and form contracts under
are at least the age of majority in the jurisdiction
in which they reside; and
are least 18 years old regardless of the age of
If you do not meet all of these
requirements, you may not participate and Utherverse shall not enter into any
agreement with you.
Provision and Maintenance of Information
You must provide Utherverse
with complete, accurate, and updated payment and contact information at all
times. If any information changes, you are required to notify us as soon
as possible. Payments otherwise due to you are forfeited for any period
in which we are not in receipt of your accurate contact and payment
information. The information required is set forth on your account
maintenance page on our website, but shall include at minimum your name, your
birth date, your address, your telephone number, your email address, and your
Password and Security
You are solely responsible for
keeping your password confidential. You
must notify Utherverse immediately if you believe your password has been or may
be obtained or used by any unauthorized person. In addition, you must notify Utherverse
immediately if you become aware of any other breach or attempted breach of the
security to your Account or to the Utherverse sites or services. In the
event that our service or your account is compromised, we shall have no
liability to you, to the maximum extent permitted by law.
You must not breach our rights or the rights of third parties. You must
comply with these Terms of Service as well as any other guidelines set forth by
As a member of the Affiliate
Program, Utherverse will provide you with specified links and methods to be
used in linking to our sites. You will
only earn commissions on sales made from such links. Utherverse will not be liable to you for any
failure by you to use the links correctly.
Prohibited Activities and Links
You shall not link to us from
any web site that contains any materials that are illegal anywhere within the
United States or Canada; that contains sexual depictions of persons under 18
years old; that contains depictions of unclothed persons under 18 years old;
that contains depictions of bestiality; that contains materials that violate
copyright; that contains depictions that would require records be kept with
regard to 18 U.S.C. 2257 but where such records have not been kept; or that
contains any materials that could give rise to civil or criminal
liability. This means, for example, that if a web site contains a cartoon
depiction of bestiality, even if you link to us from a
different page on the web site, your link would be a violation of this
Agreement. In addition, you may not embed links in unsolicited emails,
unsolicited instant messages, newsgroup postings, message board postings,
spyware, or other non-html mechanisms.
Furthermore, you shall not
register any domain name containing our trademarks and/or service marks without
first seeking permission from us. Your
failure to clear any such domain names with us may result in your termination
from the Affiliate Program, and may also expose you to liability for
cybersquatting and trademark infringement.
IF YOU LINK TO US IN VIOLATION
OF THIS PARAGRAPH, IN ADDITION TO ANY CIVIL OR CRIMINAL REMEDIES WE MAY HAVE
AGAINST YOU, ALL AMOUNTS DUE TO YOU FOR PAST, PRESENT, OR FUTURE ACTIVITIES ARE
Utherverse will process the
membership requests of members who follow your properly formulated tracking
links to our site ("members"). Utherverse reserves the right to reject
members that do not comply with any requirements that Utherverse has and may
periodically establish. Utherverse will
track memberships sold to such members and will make available to you reports
summarizing sales activity within a reasonable time frame. Utherverse will use commercially reasonable
efforts to present accurate information in the reports, but cannot guarantee
their accuracy. These members shall be conclusively deemed members of
Any members who pay money to us
within twelve months of following your properly formulated links to us shall be
eligible to generate a commission for you (the "Eligible
Period"). No commission shall be paid on any amounts we receive
(including recurring billing) more than 12 months after the Customer first
clicks any link to our site. For example, if a member joins as a basic
member and then, two months later, upgrades to a paid membership (and also does
not include those upgrades that are gifted, or where the member has accumulated
adequate Rays to qualify for VIP membership) and that member remains a paid
member for twenty months, you would be eligible for commissions only for the
ten months in which the member has paid us during the initial twelve month
period following the user first clicking the link to our site.
Furthermore, no commission shall be paid on anything other than monthly
membership payments. Without limiting the foregoing, no commission shall
be paid on merchandise purchases, leases, or event access fees.
Discretion to Continue to Pay Commissions
At the sole discretion of
Utherverse, we may choose to continue to pay commissions past the initial
twelve month period described in 4.2 above, but any decision to do so does not
create any on-going obligation or liability to continue such commission
Any member who has a cookie or
other indicia of having visited our site prior to first clicking your specially
formulated link shall not generate any commission for you.
Administration by CCBill
If you signed up to the
Affiliate Agreement prior to November 21, 2013, you participation in the
program is administered by the third party supplier CCBill.com. Those
members are bound by any terms of service and requirements set forth by CCBill.
New Affiliates after November 21, 2013.
Any Affiliate that signs up
after November 21, 2013 shall be under the new administration system, in which
we will issue checks directly or use another third party processor at our
Affiliate Commissions and Reporting
Utherverse will pay you
commissions in accordance with this Agreement as follows: For any funds
received from a VIP or UVIP member within the Eligible Period, you shall receive
sixty percent (60%) of the monthly fees paid by such member, after billing
costs and processing fees, for the first twelve months, as set out in 4.2 above.
We will provide you with access
to your commissions earned, creative material to use
in your affiliate marketing campaigns, and other statistics. Such statistics shall govern our payment of commissions
to you, and should you dispute any such information, you must contact use
within five (5) days from the time you noticed the alleged discrepancy.
We may also provide you with
the Member ID of any referrals that have used your unique tracking link so that
you may follow up with them.
5.2 Payment of Commissions
Tax Information: In order to receive your commissions you must provide your
taxpayer information to us as required by the IRS, Canada Revenue Agency, or
other pertinent taxing authority. No
payments shall be due to you for any commissions otherwise earned during a
period in which we do not have the required tax information.
Payment Terms: You may choose your payment option at the time of enrolling in
the Affiliate Program. You can be paid by checks which will be sent to
you at no charge. If you choose one of
the other payment providers there may be a fee for the form of payout you
select with that service (such as Paxum, wire
transfer etc.). There is a twenty-one
(21) day hold on the payout of all commissions, regardless of the member’s
payment method or your selection of payment option. Until such time as you request a check or
other payout for commissions earned, all commission money will go directly to a
Trader Account. Note that you may only
request a payment from us, whether via check or Paxum,
once per week.
Finalization of Payment Prior to Commission Payments: Regardless of any
provisions to the contrary, commissions shall not be considered final and due
to you until the payment mechanism used by the customer is final. This
means, for example, that commissions on a credit card charge that is subject to
potential chargebacks for a period of six months will not be due to you until
that six month period has elapsed. Notwithstanding the foregoing,
Utherverse may decide to advance you money based on commissions for sales that
have a payment mechanism that is not yet final. If we do so, it shall be
deemed an interest-free loan that is immediately due and payable to us in the
event that the member's payment method results in a reversal of the member's
payment. Without limiting our other options to recoup such loans, the
loans may be recouped by withholding the principal balance from future payments
due to you. The loans shall bear interest at the lower of 10% per annum,
or the highest rate permitted by law, beginning at the moment the member's
payment method results in a reversal of the member's payment.
Processing Fees: Any time we have to send you a check for under $50 (for
example, if your account is terminated and you are owed less than $50), we
shall deduct a $5 processing fee from that check.
For those Affiliate members who are currently being administered by CCBill.com:
CCBill.com will continue to issue your payments, track your commissions, and
provide other services. To the extent that CCBill.com requires a longer
wait for payment, higher commissions, or otherwise less favorable terms for you
with regard to commissions, those less favorable CCBill.com terms and
requirements shall govern.
Identifying Yourself As An Affiliate
Utherverse will make available
to you various graphics to promote the Utherverse Affiliate Program.
Utherverse may modify the text or graphic image of this notice from time to
time. You may only use material provided
by us to promote our services and sites.
All other Communications
Except as provided for in the
Affiliate Guidelines, you may not make any press release with respect to this
Agreement or your participation in the Affiliate Program without the prior
written consent of Utherverse, which may be given or withheld in our sole
Utherverse License to You of Logo and Links
For the time that you are an
Affiliate, Utherverse grants you a limited nonexclusive, nontransferable,
revocable right to use the graphic images and text provided to you by
Utherverse, for use on your web site or web space, solely for the purpose of
identifying your web site or web space as an Affiliate Program participant and
to assist in generating commissions. In
addition, Utherverse grants you a limited, nontransferable, nonexclusive,
worldwide right to reproduce and use all graphic images and other materials
provided to you, solely for the purpose of selling products pursuant to this
Agreement. You may not modify the
graphic images or text, or any other of the Utherverse images, in any way. Utherverse may revoke your license at any time
by giving you written notice. Utherverse
reserves all of its rights in the graphic images, text, any other images,
Utherverse trade names and trademarks, and all other intellectual property
rights. Any and all rights in and to any
Utherverse intellectual property shall inure to the benefit of Utherverse.
You agree to indemnify, defend
and hold Utherverse harmless for any claim arising out of, relating to, or
connected with your alleged breach of this Agreement. You also agree to indemnify, defend, and hold
Utherverse harmless based on any claim alleging facts that, if true, would
constitute a breach of this Agreement. You
also agree that covered claims under this indemnity obligation shall include,
any claim that use by Utherverse of any images provided via your web site or
web space infringes on any trademark, trade name, service mark, copyright,
license, intellectual property, or other proprietary right of any third party;
any claim related to your web site, including, without
limitation, content therein not attributable to Utherverse. Utherverse may withhold any commissions that
it owes you if you have to indemnify Utherverse. In addition, to the
extent that your site contains illegal content, and Utherverse and/or its
affiliates, agents, or employees are required to defend themselves criminally
or civilly with regard to the content on your site, you shall provide an
indemnity and pay all defense costs.
If there is a dispute between the Parties arising out of or otherwise
relating to this Agreement, the Parties shall meet and negotiate in good faith
to attempt to resolve the dispute. If
the Parties are unable to resolve the dispute, disputes hereunder shall only be resolved in Vancouver, British
Columbia via binding arbitration and under the laws of the State of California.
In the event that a court determines that, despite the preceding clause, the arbitration
must be heard within the United States, such arbitration may only take place in
San Jose, California and under the laws of the State of California. .
Claims subject to arbitration (“Arbitral Claims”) shall include, but are not
limited to, contract and tort claims of all kinds, and all claims based on any
federal, state or local law, statute, or regulation, excepting only claims brought
by us under applicable worker’s compensation law, unemployment insurance
claims, intellectual property claims (including but not limited to claims
involving copyrights, trademarks, patents, unfair competition, and/or trade
secrets), along with actions (regardless of the underlying cause of action)
seeking injunctions, attachment, garnishment, and other equitable relief.
The Arbitrator shall have no authority to award any punitive or exemplary
damages; certify a class action; add any parties; vary or ignore the provisions
of this Agreement; and shall be bound by governing and applicable law. The arbitrator shall render
a written opinion setting forth all material facts and the basis of his or her
decision within thirty (30) days of the conclusion of the arbitration
proceeding. THE PARTIES HEREBY
WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS..
Term and Termination
The term of this Agreement will
begin upon the acceptance by Utherverse of your Affiliate Program application
and will end when terminated by either party.
In its sole discretion, with or
without notice to you, Utherverse may terminate your participation in the
Affiliate Program and terminate your Account. If Utherverse determines, in its sole discretion,
that you are abusing the system, the Utherverse Service and/or the Utherverse
Affiliate Program, Utherverse may (without limiting any other rights or
remedies available to it) withdraw your participation and withhold any commissions
payable to you.
Effect of Termination
You can only earn commissions
during the term of the Agreement, and commissions earned through the date of
termination will remain payable only if the related orders are not canceled or
returned. Utherverse may withhold your
final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any
reason, you will immediately cease use of, and remove from your web site, all
links to the Utherverse Web Site, product images from the Utherverse database,
all Utherverse trademarks, trade dress and logos, all Special Links, and all
other materials provided by or on behalf of Utherverse to you pursuant hereto
or in connection with the Affiliate Program.
Termination of Entire Program
Utherverse may terminate this
entire program at any time. In the event that the entire program is terminated,
all obligations to pay Affiliates hereunder shall cease, even with regard to
commissions already earned but not yet paid.
You may terminate your participation in the program at any time by providing us
notice of the same.
Reward for fraud reporting
You agree to immediately report
to us any fraud against us that you learn of. In the event you report
fraud and such reporting results in a criminal conviction against the person
committing the fraud, we will pay you $5,000 or the amount of money you have
saved us by reporting the fraud, whichever is smaller and as determined by us.
12. Compliance with CCBill.com’s
Acceptable Use Policies
If you are being administered
by CCBill, you agree to comply with the policies set forth at http://www.ccbill.com/policies.php at all times. Those policies are
incorporated into this Agreement and a violation of those policies shall be
considered a violation of this Agreement.
Notices to us shall be
effective upon our actual receipt of them. All notices must be sent via
email to email@example.com with a copy by postal mail to #421-280
Nelson Street, Vancouver, British Columbia, Canada V6B2E2.