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Terms
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Please review our terms. Acceptance of these terms is required to become an approved member of the Marvelosity Webmaster Affiliate Program.
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Please read the following carefully. This is a legal agreement ("Agreement") between Marvel Arts ("Company", "we" or "us") and webmaster/applicant ("Webmaster", "Applicant", "You" or "Your").
The following offer to Applicant is subject to all the terms, conditions, limitations and waivers below.
By filling out and submitting the sign up form, You are agreeing to be bound by all of the terms, conditions, promises, warranties, duties and obligations set forth in this Agreement and Company is agreeing to become a counter-party to the Agreement. The date of execution shall be the date on which the sign up form is submitted and accepted by us.
Subject to the terms and conditions set forth in this Agreement by Company grants to Applicant, the following:
The non-exclusive right to direct, refer or send visitors or users of your website or websites to websites owned, operated or controlled by Marvel Arts.
A limited nonexclusive, nontransferable and revocable license to access, download and use promotional banners, hypertext links, and other promotional materials created by Marvel Arts for use on your website or websites for the exclusive purpose of advertising, marketing or promoting websites owned, controlled and/or operated by Marvel Arts or services provided through Company's website(s). However, the license herein granted shall automatically and immediately cease upon the termination or breach of any term in this agreement.
In consideration of Company providing program benefits, applicant agrees and warrants as follows:
That applicant will at no time, or using any materials provided by Company, directly or indirectly display or include on Your website any advertising or advertising links of any kind which promote Marvel Arts websites or services provided through Marvel Arts websites, other than those advertisements or hypertext ad links which have been pre-approved by Company, in compliance with this Agreement, and which advertise Marvel Arts or other sites, companies, products or other wide area network addresses which we designate.
NOTE: COMPANY POLICIES ARE FOR ZERO TOLERANCE FOR SPAMMING. IF YOU SPAM, YOUR PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO THE COMPANY. You therefore warrant that You will not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting or any other form of what is commonly known as "spamming" as a means of promoting or for the purpose of directing or referring users to any websites owned, operated or controlled by Marvel Arts. You further acknowledge and agree that Company has the right to immediately, and without notice, terminate your participation in the program if we, in our sole and exclusive judgment, conclude that you have engaged in the use of any form of mass unsolicited electronic mail solicitations, news group postings, password selling or trading, warez, IRC posting or any other form of "spamming".
That Applicant will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any banners, hypertext links or other promotional or advertising materials provided to Applicant by Company pursuant to this Agreement and the program in whole or in part, in any manner, at any time anywhere in the world except as authorized by Marvel Arts in writing.
That Applicant will not, directly or indirectly, by any means, trick, link or artifice of any manner, any of the following content or material to any Marvel Arts website through any hyperlinks maintained or created on applicants website or websites:
1. Obscene material, including and without limitation, any material depicting bestiality, rape, torture or scat.
2. Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors.
3. Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate looking performer, be the performer real or computer generated (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc.
4. Any material, which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity.
5. Any material which constitutes an infringement, misappropriation or violation of any person's rights of publicity, privacy rights or any person's intellectual property rights, including but not limited to copyrights, trademark and service rights. This includes photos altered to look like celebrities or other private persons.
6. Any program, file, data or other material which contains viruses, worms, trojan horses, malicious javascript or any other feature, which takes control of a third party's computer or CPU without their permission, regardless whether damage is intended or unintended, or which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.
7. Any material which contains any solicitation for prostitution, or which promotes or facilitates warez websites or hacking, cracking or downloading or trading of unauthorized MP3 audio files or unauthorized commercial programs or data.
8. Any material not fully in compliance with 18 U.S.C. Sec. 2257.
That Applicant shall remain a program participant until Applicant terminates participation in the program by notifying Marvel Arts by e-mail at: angel(at)marvelarts(dot)com of Applicant's intent to terminate participation, or Applicants participation in the program is terminated by Marvel Arts for any reason, or the program is terminated by Marvel Arts for any reason.
That Applicant will remain a program participant in good standing at all times Applicant is receiving benefits or otherwise participating in the program.
That Applicant shall cease to be a participant in good standing and shall be subject to immediate termination of all benefits without prior notice if there is a failure to perform under, or breach any part of, this Agreement.
That if Applicant's participation in the program is terminated for any reason or is not in good standing, changes in Applicant's website's URL or Applicant ceases to offer services on the Internet, Applicant shall immediately and permanently cease all use of all materials provided by Marvel Arts and that all files containing materials provided will be removed from your website.
That Applicant is over the age of eighteen (18) years.
That the person executing this Agreement has the authority and is entitled to contract on behalf of the entity which owns the rights to Your website and all websites from which You are using authorized content from or promoting or mentioning Marvel Arts' websites.
That upon termination of this Agreement, You will immediately cease using Company marks and remove any materials supplied to you by Company or referring to Company, including without limitation, any banner ads, content, from Your website.
That all of Applicant's warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.
Marvel Arts shall at all times have the right, in its sole and exclusive discretion, to modify and/or terminate the program and any and all program benefits associated with program at any time, and may do so with or without prior notice or cause.
Marvel Arts has the right to terminate Applicant's and any other person's participation in the program at any time and may do so with or without prior notice or cause.
This Agreement and the rights under it are not transferable and may only be used by Applicant in association with participation in the program.
All program benefits and materials, including, without limitation, all advertising banners, hypertext links, photographic materials, recordings, video, sound, and any other form of intellectual property provided to You by Company as part of this program shall remain the property of Company and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the world except as expressly authorized by Company in writing.
Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Company, including, without limitation, any of its trademarks or service marks.
A referral from Your website which entitles You to a "referral fee" or "referral percentage" shall be defined as follows:
(i) A person who has been directed to a website controlled or operated by Marvel Arts through the use of a banner ad or hypertext link supplied by Marvel Arts as part of the program (hereinafter referred to as "Authorized Link") that resides on your website and which automatically connects any person who clicks on said Authorized Link to a Company website, and
(ii) A person who, after having been directed to a website owned or operated by Marvel Arts through the use of an Authorized Link, clicks through to this program and becomes a qualified and approved Applicant themselves.
You acknowledge and agree that Marvel Arts shall have the right to deny or withhold payment from Applicant and to terminate Applicant from the program if Marvel Arts determines that Applicant has directly or indirectly engaged in, or encouraged fraudulent activity.
You further acknowledge and agree that Marvel Arts shall have the right, in its sole and exclusive judgment, to determine what constitutes fraudulent activity and whether conduct, directly or indirectly constituted or encouraged fraudulent activity. Marvel Arts' determination that fraudulent activity has or is occurring shall be conclusive as to that issue.
You acknowledge and agree that Marvel Arts shall have the right to terminate the program at any time, for any reason, or for no reason at all, in its sole and absolute discretion.
All referral payments due and payable hereunder shall be paid by a 3rd party in which Marvel Arts has no say or control over.
All referral payment questions, information and disputes will be handled by the program's 3rd party company handling the payments.
The referral amounts payable as part of the program shall be obtained through a link on the program's website and Marvel Arts reserves the right, in its sole and exclusive discretion, at any time to alter or modify the program and 3rd party programs and companies including the method and terms of all payment benefits to Applicants. Any changes shall be binding upon all program participants immediately upon effective date of the change as determined solely and exclusively by Marvel Arts.
If Company has changed the terms of this agreement and Applicant disagrees with such, then Applicant is excluded from program.
Marvel Arts and Applicant agree that nothing in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between Applicant and Marvel Arts its employees, agents or assigns.
You acknowledge and agree that we shall have no control or ownership interests of any kind in Applicants business or website.
You acknowledge and agree that You shall have no financial or other interest in Marvel Arts or any property owned by Marvel Arts, its affiliates, agents, successors or assigns.
You acknowledge and agree that the relationship with Marvel Arts shall be restricted to matters pertaining to the program exclusively and shall be governed entirely by the terms and conditions of this Agreement.
You acknowledge and agree that Marvel Arts has no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by Applicant, at or in association with your website except as specifically set forth in this Agreement.
You further acknowledge that neither Marvel Arts nor any employee, associate, agent, assign or successor of Marvel Arts shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with your Website, and that applicant shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through your website.
You acknowledge and agree that Marvel Arts makes no guaranties or warranties of any kind with respect to the program or materials provided by, through or in association with the program, and all materials are provided to you "as is", and that use of program and associated materials, including, without limitation is solely at your risk. Marvel Arts disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the program and any and all materials of every kind supplied as part of this program.
You acknowledge and agree that under no circumstances shall Marvel Arts, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to applicant, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any Marvel Arts website, or arising from or in connection with the use of the program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Marvel Arts' services, content or program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML or other programming languages or data.
Notwithstanding the foregoing express limitations of liability, you acknowledge and agree that should Marvel Arts, it's officers, employees, successors, or assigns be held liable for damages, injuries or losses of any kind, directly or indirectly resulting from participation in the program, that the aggregate liability arising with respect to and under this Agreement and the program for any and all claims, injuries, damages or losses will not exceed the total referral fees paid or payable to you under this Agreement.
You hereby confirm and acknowledge that you have unilaterally decided to enter an Internet service business and acknowledge that it is a high-risk business. You further confirm, acknowledge and expressly agree that neither Company, any agent or representative of Company, nor any other person has at any time in the past, represented to You or has otherwise directly or indirectly communicated in any manner to You any guarantee, reassurance or any other communication of any kind regarding:
1. the potential profitability or likelihood of success of your participation in the program as set forth in this Agreement or otherwise.
2. the possibility or likelihood that use of any products and/or services provided by Company pursuant to this Agreement can or will result in the recoupment of any funds expended by You for the promotion of Your website or any other purpose, or
3. the existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the Program pursuant to this Agreement.
4. Applicant agrees that such program is not a franchise or other business opportunity and agrees that such program does not fall within any such act or law. Specifically, these terms and conditions are not, by their definition, an offer or business opportunity. You further expressly agree not to raise any claim of any kind against Company and you agree to hold Company harmless from any claim of loss to you directly or indirectly resulting from your decision to participate in the Program pursuant to this Agreement.
We shall not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with Your website except for that content which is supplied to You by Us, provided that said content supplied to You by Us has not be altered or modified by You or any other party.
You acknowledge and agree that the term of this Agreement is at will and will begin upon Marvel Arts' acceptance of your Affiliate application and will end when terminated by either party. Either you or Company may terminate this Agreement at any time, with or without cause.
In the event that this Agreement or program is terminated, you shall be entitled to all unpaid commissions or referral fees earned by as defined by the 3rd party processor CCBill or other processor. Marvel Arts makes no gaurantees or claims for collection of payments due.
This Agreement constitutes the entire agreement between Applicant and Company with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.
You agree that Company may at any time, in its sole and exclusive discretion, modify the type and quality of benefits provided to you under this Agreement by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Applicant acknowledges and agrees that the failure of Marvel Arts to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.
Applicant agrees that all promises, obligations, duties and warranties made by Applicant in this Agreement are personal to Applicant and that neither they nor any benefits hereunder may be assigned by Applicant to any other person or entity.
You agree that Company may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.
By filling out and submitting the sign up form, You are agreeing to be bound by all of the terms, conditions, promises, warranties, duties and obligations set forth in this Agreement and Company is agreeing to become a counter-party to the Agreement. The date of execution shall be the date on which the form is forwarded to and accepted by Marvel Arts.
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