Terms and Conditions
- Description of the Program
The purpose of the Program is to permit you to advertise the Summits and Movie and the items sold on the both sites (the “Products”) on your site, your blog, your social media platforms, and via emails sent by you to your contacts in order to earn Commissions (as defined in section 2 below) on purchases of Products generated by you. In order to facilitate your advertisement of Products, we may make available to you images, text, link formats, other linking tools and other information in connection with the Program (“Content”). We will also make available to you links to the Summit and Movie Sites utilizing a “tagged” link format (the “Special Links”), which permit accurate tracking, reporting, and accrual of Commissions. You consent to our monitoring, using and disclosing information about your site visitors and your contacts that we obtain in connection with your display of Special Links (e.g., that a particular purchaser of a Product on the Summit or Movie Sites clicked through a Special Link from you before buying such Product).
For each purchase of a Product generated by a Special Link provided by you to the purchaser, you will be entitled to a commission (the “Commission”) of 30% (Movie) or 50% (summits) of the Qualifying Revenues therefrom. In addition, in the event that any third party registers for the Program via a Special Link provided by you, you will also be entitled to a Commission of 10% of Qualifying Revenues for each purchase of a Product generated by a Special Link provided by such affiliate to a purchaser. “Qualifying Revenues” are the gross revenues actually received by us for the purchase of a Product by a purchaser arriving at the Summit or Movie Site via a Special Link provided by you, excluding taxes, credit card processing fees, returns and bad debt. Commissions will be paid no earlier than 30 days after the conclusion of the Summit. You may earn Commissions only with respect to activity on the Summit and Movie Sites occurring directly through Special Links. We will have no obligation to pay you Commissions if you fail to properly format the links to the Summit Site as Special Links. Affiliate commissions will only be paid out when an affiliate has reached a payment threshold of $100.
To enroll as an Affiliate, you must be at least 18 years of age and submit a complete and accurate Program application. We may reject your application if we determine that your site/blog/social media platform is unacceptable, including without limitation if it: (a) promotes or contains sexually explicit materials; (b) promotes violence or contains violent materials; (c) promotes or contains libelous or defamatory materials; (d) promotes or undertakes illegal activities; (e) promotes or engages in discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (f) is directed toward children under 13 years of age; (g) violates intellectual property rights; (h) is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or otherwise objectionable to us in our sole discretion; or (i) contains any spyware, malware, viruses or the like. You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete and accurate. We may send communications relating to the Program (including modifications to these Terms and Conditions, which we may make at any time in our sole discretion) to the email address then-associated with your Program account. You will be deemed to have received all communications sent to that email address, even if it is no longer current. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THESE TERMS AND CONDITIONS. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
- Your Responsibilities; Indemnification
You will be solely responsible for your site, blog, social media platforms and all communications by you to your contacts. For example, you will be solely responsible for:
- the technical operation of your site and all related equipment;
- displaying Special Links and Content solely in compliance with these Terms and Conditions;
- ensuring the accuracy, completeness and appropriateness of all Product descriptions and other Product-related materials and any information you associate with Special Links used by you;
- using the Content, Special Links, your site, your blog, your social media platforms, the materials on your site and all communications by you to your contacts in a manner that does not infringe, violate, or misappropriate any of our rights or those of any third party (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
- disclosing on your site, your blog, your social media platforms and in your communications to your contacts accurately and adequately how you collect, use, store, and disclose data collected from visitors, including that third parties (including us) may collect information directly from visitors and place or recognize cookies on visitors’ browsers; and
- any use that you make of the Content or the Marks (as defined in section 7 below), whether or not permitted under these Terms and Conditions.
We will have no liability for these matters or for any of your end users’ claims relating to these matters. You agree to defend, indemnify, and hold us, our service providers and licensors, Trevor King, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site, your blog, your social media platforms and any materials that appear thereon; (b) any communications between you and your contacts; (c) any advertising, promotion, or marketing undertaken by you; (d) your use of any Content or Special Links, whether or not such use is authorized by or violates these Terms and Conditions or applicable law; (e) your violation of any provision of these Terms and Conditions; or (f) your negligence or willful misconduct.
Certain forms of advertising Products are prohibited, including “spamming” and the use of unsolicited commercial email, postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote the Summits so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote the Summits and Movie so long as such newsgroups specifically welcome commercial messages. At all times, you must clearly represent yourself and your website as independent from the Summits. Violation of this section 5 is cause for immediate termination of this Agreement and your participation in the Program. Any pending balances owed to you will not be paid if your account is terminated due to unacceptable advertising or solicitation.
- Identifying Yourself as an Affiliate
You will not misrepresent the relationship between us and you or any third party. You must clearly and conspicuously disclose that you receive commissions on purchases of Products, in close proximity to any Special Links or other references to the Summits and/or the Products on your site, your blog, your social media platforms, and in all communications by you.
- Limited License
Subject to these Terms and Conditions and solely for the limited purposes of advertising Products on, and directing end users to, the Summit Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site, your blog, your social media platforms, and in communications to your contacts; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, the “Marks”) solely on your site, your blog, your social media platforms, and in communications to your contacts. You will not have the right to alter the Content or the Marks in any manner. You may not use or display any Mark in any manner (i) that implies sponsorship or endorsement by us; (ii) to disparage us, our products or our services; (iii) that may, as determined by us, diminish or otherwise damage our goodwill in any Mark; or (iv) other than as specifically authorized hereunder. You agree that all goodwill arising from your use of the Marks will inure to our sole benefit.
- Reservation of Rights
Other than the limited licenses expressly set forth in Section 7, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, Summit Site, Marks, and any other intellectual property and technology that we provide or use in connection with the Program. You acknowledge and agree that our rights in the Content and the Marks are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages; accordingly, we may obtain injunctive or other relief in any state, federal, or national court of competent jurisdiction for any infringement thereof.
- Compliance with Laws
In connection with your participation in the Program you will comply with all applicable laws, rules and regulations, including without limitation those that govern marketing email (e.g., the CAN-SPAM Act of 2003).
Either you or we may terminate your participation in the Program at any time, with or without cause, by giving the other party notice of termination. Upon any termination, all licenses granted by us hereunder will automatically terminate and you will immediately remove and delete all Special Links, Marks, Content, and any other materials provided or made available by or on behalf of us to you in connection with the Program. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination, sections 4, 8, 10, and 12-14, together with any accrued but unpaid payment obligations hereunder, will survive such termination. No termination will relieve either party for any liability for any breach of, or liability accruing under, these Terms and Conditions prior to termination.
- Relationship of Parties
You and we are independent contractors, and nothing in these Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf.
- Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA) ARISING IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE PROGRAM, THE SUMMIT, THE PRODUCTS, THE CONTENT, THE MARKS OR THE SUMMIT SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE PROGRAM, THE SUMMIT, THE PRODUCTS, THE CONTENT, THE MARKS AND THE SUMMIT SITE WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THESE TERMS AND CONDITIONS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
THE PROGRAM, SUMMIT SITE, PRODUCTS, SPECIAL LINKS, CONTENT AND MARKS (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE ANY SERVICE OFFERING, AT ANY TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE, YOUR BLOG, YOUR SOCIAL MEDIA PLATFORMS OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT OR SUMMIT SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS AND CONDITIONS OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THESE TERMS AND CONDITIONS OR YOUR PARTICIPATION IN THE PROGRAM.
These Terms and Conditions constitute the entire understanding between you and us in respect to your participation in the Program. You may not assign your participation in the Program, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, these Terms and Conditions will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of these Terms and Conditions will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms and Conditions. If any of these Terms and Conditions is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. These Terms and Conditions will be governed by the laws of the United Kingdom, without giving effect to its conflict of law rules. Exclusive jurisdiction and venue of any actions arising out of these Terms and Conditions shall lie in the Belfast Crown Court.