Affiliate Program Agreement

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This Agreement contains the complete terms and conditions that apply to an individual or entity's participation in the MovieGoods Affiliate Program.    As used in this Agreement, "we" means MovieGoods, Inc. and "you" means the applicant (affiliate).

To begin the enrollment process, you will submit a complete MovieGoods Affiliate Program application via our site.

We will evaluate your application in good faith and you are automatically accepted. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the MovieGoods Affiliate Program.

• General link to MovieGoods home page: You may provide a general link on your site to the home page. We will provide instructions and text for links to the MovieGoods home page, and you may only use the specific text or graphical artwork that we provide for these links.

• Theme Page Links: From time to time, we may designate one or more "theme pages" or subsidiary pages at our site, to which you may create direct web links. We will provide instructions and text for links to these pages, and you may only use the specific text or graphical artwork that we provide for these links. In addition, we may designate specific restrictions on links to these theme pages (including beginning and/or expiration dates) which you must honor.

• Search box link: You may provide a MovieGoods Search Box on your site that will permit your site visitors to enter a search term and then link directly to a page on our site that contains the results of their search queries.

• Category or Search Term Links: You may include links to any specific movie title, director, actor, actress, or movie genre, following our specific instructions and using our designated text or graphical artwork for these links.

• Image Links: You may include graphical image links to our site, following our specific directions and honoring the specific restrictions we provide. You may not place copies of any MovieGoods images (including advertisements and product images) on your own web server or directory; instead, you must use HTML code to load the images directly from the MovieGoods.com server. In addition, your image links may not be directly to image files on the MovieGoods web site, but instead must be in the form of "redirect" image references so that we may substitute different (identically-sized) images when appropriate.

• Direct Product Links: You may include text or image links to specific products or movie titles, but only following the specific directions and honoring the specific restrictions we provide. You may not include specific pricing or other product-information, except as we permit using special links and image references.

We will process product orders placed by customers who follow Special Links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase products using special links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

We will pay you (in accordance with Sections 6 and 7 below) Advertising Fees based on certain Product sales to third parties. You will earn an Advertising Fee for each sale which occurred after the following events occur: (a) the Customer follows a Special Link from your site to our site, (a) the Customer selects and purchases one or more Products using our automated ordering system, (c) the Customer accepts delivery of the Product at the shipping destination, and (d) the Customer remits full payment to us, and the payment is not refunded or repudiated.

Notwithstanding the foregoing, we will not pay you an Advertising Fee (and sales are not Qualifying Revenues) if any of the following occurs: (a) if the Customer follows another Special Link from another affiliate site before making a purchase; (b) if the Customer takes some action, or some other event occurs, that precludes our tracking the Customer's prior link from your site (for example, if the Customer refuses or erases our "cookie" from the Customer's computer hard disk, or the Customer utilizes different computers or user accounts for the Special Link and the subsequent purchase), or (c) more than 30 days elapse between the time the consumer first used a Special Link from your site. If any Customer refuses or returns an order that generated Qualifying Revenue, resulting in a refund or adjustment, then the Advertising Fees and Referral Fees arising from such orders shall be adjusted appropriately. We do not pay any Advertising Fees for items sold through our eBay auctions, only for Product sales that occur on our web site.

You will accrue Advertising Fees based on Qualifying Revenues, according to Advertising Fee schedules to be established by us. 

"Qualifying revenues" are revenues derived by us from our sales of qualifying products, excluding charges for shipping, handling,  gift-wrapping, taxes, and service charges.

MovieGoods pays an 18% Advertising Fee on all Qualifying Revenues referred by your web site.

We will pay you Commission Fees for each calendar month by writing and mailing a check to you within 60 days after the end of the quarter, if you have accrued at least $150.00 in Fees in your account. (You may elect to set a higher accrual threshhold, if you are subject to bank charges or currency exchange expenses on small checks.) If you have not yet accrued $150.00 (or your designated threshhold), then your earned Fees will carry forward into the next quarter, and a check will be mailed after the quarter in which your accrued Fees exceed the $150.00 threshold.

Our payments will be in United States dollars, drawn on a U.S. bank.

Customers who place orders with MovieGoods will be deemed to be customers of MovieGoods.  Accordingly, all of MovieGoods rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time.

For example, we will determine the prices to be charged for products sold under this MovieGoods Affiliate Program in accordance with our own pricing policies.  Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

We will make available to you a small graphic image that identifies your site as a MovieGoods Affiliate Program participant. You may display this logo or the phrase "An affiliate of MovieGoods" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, we encourage you to include a special link on your site to the MovieGoods.com home page.

You may not produce any press release or public announcement with respect to this Agreement or your participation in the MovieGoods Affiliate Program without our prior written consent, which may be given or withheld in our sole discretion.  In addition, you may not in any manner misrepresent or embellish the relationship between our company and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement. We may announce or publish the names of some or all of our current affiliates, at our discretion.

We grant you, solely at MovieGoods' discretion, a nonexclusive, revocable right to use the graphic image and text described in Sections 2 and 9 and such other images for which we grant express permission, solely for the purpose of identifying your site as a MovieGoods Affiliate Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

In addition, we grant you,solely at MovieGoods' discretion, a nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating Links connecting your site to the MovieGoods site and promoting Products. These product images must be served by MovieGood's website and cannot be used in any form other than the form provided by MovieGoods.

Further, certain data at the MovieGoods web site, which is used to generate search results and listings, is based upon directory information and other materials licensed from VideoHound's Golden Movie Retriever 2001, which is created and maintained by Gale Publishing. You may not re-use or modify any of this information, and you must not remove or obscure the copyright notices included in any text or image link provided through the MovieGoods Affiliate Program.

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• The technical operation of your site and all related equipment

• The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)

• Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)

• Ensuring that materials posted on your site are not libelous or otherwise illegal

The term of this Agreement will begin upon our acceptance of your MovieGoods Affiliate Program 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 written notice of termination. 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, product images from our database, and all MovieGoods.com trademarks, and logos. You are only eligible to earn Advertising Fees on our sales of Qualifying Products occurring during the term, and Advertising 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.

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. Modifications may include, for example, changes in the scope of available Advertising Fees, Advertising Fee schedules, payment procedures, and MovieGoods Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE MOVIEGOODS AFFILIATE PROGRAM FOLLOWING 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 Section. 

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 MovieGoods 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 MovieGoods Affiliate Program will not exceed the total Advertising Fees paid or payable to you under this Agreement.

You hereby agree to indemnify and hold harmless MovieGoods and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that our use of the Affiliates Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your site, including, without limitation, content therein not attributable to us.

We make no express or implied warranties or representations with respect to the MovieGoods Affiliate Program or any products sold through the MovieGoods 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).  In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE MOVIEGOODS AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

MovieGoods, Inc. is a Delaware corporation, whose primary office is located at 6850 Paradise Road, Las Vegas, Nevada 89119. The applicant's legal name, taxpayer identification number, mailing address, and contact information are as stated in the affiliate application.

This Agreement will be governed by the laws of the United States and the state of Nevada, without reference to rules governing choice of laws. Any action relating to this Agreement (or between the parties to this Agreement) must be brought in the federal or state courts located in Las Vegas, Nevada 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 your strict 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.

I represent that I am at least 18 years of age and that I am authorized to execute this agreement on behalf of the Applicant (Affiliate), and I agree to the terms of this agreement.