Inhost U.S. Affiliate Program Agreement

IMPORTANT: READ CAREFULLY.
THIS AFFILIATE PROGRAM AGREEMENT, INCLUDING APPLICABLE OFFERS (COLLECTIVELY, THE "AGREEMENT"), IS A LEGAL AGREEMENT BETWEEN YOU AND INTERVISION, INC. ("INTERVISION") FOR PARTICIPATION IN INHOST'S AFFILIATE PROGRAM ("PROGRAM") AS MANAGED BY AND THROUGH INTERVISION, INC. BY REGISTERING FOR AND PARTICIPATING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT REGISTER FOR OR PARTICIPATE IN THE PROGRAM. IF YOU DO NOT AGREE TO AND ACCEPT THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY AND YOU ARE ALREADY AN INHOST AFFILIATE, IMMEDIATELY TERMINATE ALL USES OF INHOST'S MARKS AND ANY LINKS TO INHOST'S WEBSITE(S). AS USED IN THIS AGREEMENT "WE" MEANS INTERVISION, INC. ("INTERVISION") AND "YOU" MEANS THE PARTICIPATING WEB AFFILIATE ("AFFILIATE" OR "YOU").

1.    Participation in the Program
This agreement governs participation in the Inhost Affiliate Program only. Once you are integrated into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement. If you are accepted to participate in the Program and we thereafter determine (in our sole discretion) that your site is unsuitable for any one of the reasons below, we may terminate this Agreement:

Your site Promotes (including, without limitation, links to) sexually explicit materials.
.Your site Promotes violence.
.Your site Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Your site Promotes illegal activities.
Your site manipulates key word searches on portals.
Your site misrepresents itself as an Inhost Website by co-opting the visual "look and feel" of or text from Inhost's Site.
.Your site includes "Inhost" or variations or misspellings thereof in their domain names.
.Your site otherwise violates intellectual property rights, including, without limitation, "scraping" text or images from Inhost's Website.
.Your site does not clearly state an online privacy policy to its visitors.
Your site is otherwise considered offensive or inappropriate at Inhost's discretion.

2.    Definitions

"Qualifying Link" means an Inhost link from your Site to Inhost's Site using one of the Required URLs or any other URL or graphic/text link provided by Inhost for use in the Program.

"Qualifying Product" means an Inhost product or service that is offered for sale by Inhost at the Inhost Site and is the subject of an Offer.

"Qualifying Product Sales" means sales of Qualifying Products offered at Inhost's Site.

"Offer" means a specific offer posted by Inhost on its Affiliate Program section.   

"Inhost Site" means the U.S. website located at the URL www.inhost.com.

"Qualifying Product Revenues" means revenues derived by us from Qualifying Product Sales.  

"Required URLs" means the special URLs specified in an Offer to be used to link from your Site to Inhost's Site.

"Session" means the period between the time a Customer (as defined in Section 5.1 below) first clicks on a Qualifying Link on your Site and the time the Customer makes an online purchase at the Inhost Site, provided that both the click on the Qualifying Link and such online purchase is made within 72 hours of the initial browser session.  By way of example and for clarification, a Session will occur if a Customer exits the Inhost Site after clicking through a Qualifying Link and returns to the Inhost Site up to 72 hours from the initial browser session.  A "Session" expires 72 hours after a Customer clicks through a Qualifying Link.

"Site" means a World Wide Web Site.

3.    Offers
At any time prior to you providing a Qualifying Link, Inhost may with or without notice (a) change, suspend or discontinue any aspect of an Offer or (b) remove, alter, or modify any graphic or banner ad provided to you pursuant to an Offer. You agree to promptly implement any request from Inhost to remove, alter or modify any graphic or banner ad submitted by you that is being used in connection with an Offer.

4.    Your Responsibilities
You shall only link your Site to areas within Inhost's Site using Required URLs for the Program. You may post as many links to the Required URLs as you like. The position, prominence and nature of links on Inhost's Site shall comply with any requirements specified in the Offer, but otherwise will be in Inhost's discretion.
Inhost will not, and is not obligated to, make any representations, warranties or other statements concerning you, your Site, any of your products or services, or your Site policies, except as expressly authorized by the Offer.

You will be solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site. We disclaim all liability for such materials. You shall indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance and contents of your Site. You are also responsible for notifying us of any malfunctioning of the Required URLs or other problems with your participation in the Program in accordance with the terms of the Offer and this Agreement. Inhost will respond in normal course to all concerns upon notification.
You will (1) not make any representations, warranties or other statements concerning Inhost or Inhost's Site

5.    Referral Fees
We agree to pay you the referral fee based on Qualifying Product Revenues specified in the Offer if: (a) a visitor to the Inhost Site (a "Customer") purchases a Qualifying Product and/or Service, accepts the Qualifying Product and/or Service, and remits full payment to us; (b) that Customer has accessed the Inhost Site and completed a Qualifying Product and/or Service Sale online via a Qualifying Link from your Site, provided that the sale occurs 72 hours from the start of that Customer¹s initial Session; (c) you have not otherwise received a referral fee, discount or other payment from Inhost based on that Qualifying Product and/or Service Sale.

In the event that a Customer purchases an Inhost product or service through another Inhost sales segment after accessing the Inhost Site through a Qualifying link, Inhost is not obligated to, pay you a referral fee.

Inhost shall have the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between Inhost and the Customer. Customers who buy products through this Program will be deemed to be Customers of Inhost. Accordingly, all Inhost rules, policies, and operating procedures concerning customer orders and returns, customer service, customer data, 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 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.

All determinations of Qualifying Links and whether a referral fee is payable will be made by Inhost and will be binding.
For unresolved credit issues needing review, orders will need to be submitted to your current Inhost contact or to Affiliate@Inhost.com within 90 days of the transaction date.

6.    Referral Fee Payment

1. Inhost Standard Affiliate Program: Unless otherwise stated in an Offer Addendum, we will pay you referral fees approximately forty five days after sale transaction has occurred. Inhost will send you a check for the referral fees earned on Qualifying Product.
2. Inhost Power Affiliate Program: Unless otherwise stated in an Offer Addendum, we will pay you residual referral fees on a monthly basis.  Residual referral fees will be paid to you as long as the Qualifying Product is active. Inhost will send you a check for the referral fees earned on Qualifying Product, if fee total is at least $25.  If referral fees are below $25 your balance will be carried forward and a check will be sent on the month when fees are $25 or above  If a customer returns a Qualifying Product that generated a referral fee you will receive notice of this and your residual payment for that Qualifying Product will stop.



7.    Ownership and Licenses
Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

We grant you a limited, revocable, non-exclusive, license to use the graphic image and text, which may include our name, logos, trademarks, service marks (collectively, the "Inhost Marks"), designated in the Offer, only as provided to you through the Inhost Site and solely for the purpose of creating links from your Site to our Site pursuant to this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Any prominent use of the Inhost Marks on your Site must be approved by Inhost prior to publishing. We may revoke your license at any time by giving you written notice.
As a condition to your acceptance and participation in the Program, you agree not to undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement:

Use or otherwise incorporating the word "Inhost or variations or misspellings in the domain name(s) of your Site(s), on any meta tags of Web pages comprising your Site, or in advertising or searchable keywords; Modify or alter Inhost's Site in any way; Make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting Inhost's Site, e.g. "framing" the Inhost Site, without Inhost's prior written approval; or
"Scrape" or "spider" the Inhost Site or any other Inhost website for content (such as images, logos and text).

8.    Termination
Either party may terminate this Agreement at any time, for any reason, upon five (5) days prior written notice of such termination to the other party. In addition, Inhost shall be entitled to terminate this Agreement immediately if you materially breach or violate any terms or conditions of this Agreement, or if Inhost determines, in its sole discretion, that there are technical, or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect the implementation of the Program, or the orders/referrals were obtained fraudulently, or through misrepresentation, in which case Inhost reserves the right to withhold payment of associated referral pending an investigation of the suspected fraud or misrepresentation. Termination of this Agreement shall also terminate any outstanding Offer. However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement.

Upon 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 Inhost 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 Program.

You are only eligible to earn referral fees on Qualifying Product Revenues occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related Qualifying Products are not canceled or returned by a Customer. In addition, we may invoice you for referral fees that were paid to you prior to termination if those referral fees relate to Qualifying Products that are subsequently canceled or returned by a Customer. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

9.    Representations
You represent and warrant that (a) you have the authority to enter into this Agreement and sufficient rights to grant any licenses expressed herein, and (b) any material displayed on your Site will not: (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; (vii) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; (viii) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines or (ix) otherwise constitutes an "unsuitable Site" as determined by Inhost in accordance with the terms outlined in the Section I. above titled "Participation in the Program."
NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INTERVISION MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM OR THAT OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

10.    Indemnification
Each party hereby agrees to indemnify, defend and hold harmless the other party and its Affiliate, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

11.    Limitation of Liability
In no event will either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages arising from or related to this Agreement, the Program, even if informed of the possibility of such damages. Further, INTERVISION¹s aggregate liability arising from this Agreement and the Program shall not exceed the total referral fees paid or payable to you under this Agreement.

12.    General

12.1    No Agency.
Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect, and nothing in this Agreement (including any Offer) shall create any partnership, joint ventures, agency, franchise, sales representative or employment relationship between the parties. Neither party shall make any statement, whether on their sites or otherwise, that reasonably would contradict anything in the paragraph.

12.2    Responsibility for Binding Agreement.
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 Sites that are similar to or compete with your Site. 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.

12.3    Jurisdiction; Venue.
THIS AGREEMENT HAS BEEN MADE IN AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND CALIFORNIA WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, CALIFORNIA, and you irrevocably consent to the jurisdiction of such courts.

12.4    Notice.
Any notices required or permitted by this Agreement must be delivered to Intervision, Inc. via registered mail to:
Intervision, Inc.
432 South Main Street, Suite 6
Los Angeles, California  90013
Attention: Inhost Affiliate Program Manager
Any notices required or permitted by this Agreement or communications in connection with this Program will be sent to you by Intervision, Inc. via e-mail at the address you provided when you registered to become a member.

12.5    Counterparts; Manifestation of Assent.
This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution and manifestation of assent may be achieved in any format convenient to the parties.

12.6    Severability.
The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

12.7    Assignment.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our sole discretion. 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.


12.8    Equitable Relief.
The parties agree that any breach of either of the party's obligations regarding trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or user data may result in irreparable injury for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party's obligations regarding trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or user data, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.

12.9    Obligation to Mediate in Good Faith.
Except as provided in this Section 12.7, before either party initiates a lawsuit against the other relating to this Agreement, the parties agree to mediate all disputes and claims arising out of or relating to this Agreement, the parties' performance under it, or its breach. To this end, either party may request, after informal discussions have failed to resolve a dispute or claim, that each party designate an officer or other management employee with authority to bind the party to meet in good faith and attempt to resolve the dispute or claim through mediation. During their discussions, each party will honor the other's reasonable requests for information that is not privileged and relates to the dispute or claim. This Section does not apply (i) should the expiration of the statute of limitations for a cause of action be imminent, or (ii) if a party is seeking an injunction pursuant to Section 12.8.

12.10    Force Majeure.
You acknowledge that Intervisions's servers, equipment, and services (e.g. tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond INTERVISION¹s reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement. Inhost will use commercially reasonable efforts to provide the services contemplated under this Agreement and to remedy any temporary interruptions or other problems that adversely affects the Program.

12.11    Attorneys' Fees.
In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party is be entitled to receive from the other party, will be entitled to receive its reasonable attorneys' fees and costs incurred in bringing such action.

12.12    Survival.
Sections 8 (Termination), 10 (Indemnification), 11 (Limitation of Liability), and 12 (General), including all subsections thereof, shall survive the termination of this Agreement.

12.13    Modifications.
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 the Inhost Site and giving you notice of the modification through Inhost¹s Affiliate Program section on the Site.  Modifications may include, for example, changes in the scope of available referral fees, referral 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.