Last Revised: October 20, 2020
PLEASE READ THIS AGREEMENT CAREFULLY. BY SUBMITTING AN APPLICATION TO PARTICIPATE IN THE USCREEN AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL TERMS INCORPORATED BY REFERENCE, AS WELL AS USCREEN’S PRIVACY POLICY. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECTS YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT SUBMIT AN APPLICATION TO PARTICIPATE IN THE USCREEN AFFILIATE PROGRAM.
This Uscreen Affiliate Program Agreement (“Agreement”) applies to your participation in the Uscreen Affiliate Program (“Program”), which is operated by Uscreen.tv, LLC (“Uscreen”,“Company”, “our”, “us” or “we”).
This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Uscreen for other products and services. In addition, this Agreement complements and incorporates by reference the Uscreen’s Terms of Services (“Terms of Service”). In the event of any conflict between the Terms of Service and this Agreement related to the Program, this Agreement will control.
You are responsible for ensuring that your employees, agents, and contractors comply with this Agreement.
The terms of this agreement may be modified by us at any time. Any changes we may make to the terms in the future will be posted on this page and, where appropriate, notified to you by email. If you don’t agree to any changes, your only choice is to stop participating in the Program. Your continuing participation in the Program will constitute your acceptance of any change.
“Affiliate”, “You”, and “your” means the party, other than Uscreen, entering into this agreement and participating in the Uscreen Affiliate Program.
“Affiliate Links” or “Links” means the unique tracking links that we have made available to you via the Affiliate Program Tool and that you use to promote Uscreen as an Affiliate.
“Affiliate Program Tool” means the tool that we make available to you upon your acceptance into the Uscreen Affiliate Program and for you to use in order to participate in the Program.
“Agreement” means this Affiliate Program Agreement and all materials referred to or linked to on this page.
“Commissions” means an amount of money the Affiliate earns for each qualifying Customer Transaction described in Section 3 of this Agreement.
“Customer” means the authorized actual user of the Uscreen products who has purchased the Uscreen products after using an affiliate link.
“Customer Transaction” means a transaction by a Customer on the Site after using an affiliate link that results in a payment to Uscreen.
“Site” means the Uscreen website at https://www.uscreen.tv/.
“Uscreen”, “Company”, “We”, “us”, and “our” means Uscreen.tv, LLC.
“Uscreen Affiliate Program” or “Program” means our affiliate program as described in this Agreement.
“Uscreen Products” means the subscription service developed, operated, and maintained by us, accessible via https://www.uscreen.tv/.
“Your Website” means any websites that you will link to the Site.
To begin the enrollment process, you must submit a complete and accurate Uscreen Affiliate Program application.
Once you submit an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Program, or not. Before we accept your application, we may contact you for more information in order to review your application with you.
If you are accepted to participate in the Program, you will need to follow and complete all steps necessary to create your account in the Affiliate Program Tool, including and not limited to (1) adding to your Affiliate profile a valid and up-to-date PayPal account and (2) providing all required tax documentation. Failure to complete the enrollment process in a timely manner may result in termination or deactivation of your Affiliate account.
Upon receiving notification of acceptance, all terms of the Agreement shall apply and will continue in full force and effect until terminated.
If you haven’t received notification of acceptance or rejection within fifteen (15) days from submitting your application, your application is considered to be rejected.
We reserve the right to approve or reject ANY Program application in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Program application.
We also reserve the right to re-evaluate your application and terminate this Agreement and your participation in the Program at any time with or without cause, and without warning or notice.
Upon acceptance into the Program, you will be granted access to the Affiliate Program Tool and unique Affiliate Links. In the Affiliate Program Tool you will have an option to track your link clicks and conversions. You may also be granted access to our authorized marketing resources, which will be subject to the license in Section 9 and the terms of this Agreement.
Subject to the attribution standard in this Section 3, we will pay you Commissions for each new Customer who completes a Customer Transaction on the Site after clicking on your Affiliate Links for as long as they stay a paying customer.
To be eligible for Commissions, a new Customer (1) must have clicked on your Affiliate Links, (2) within sixty (60) days of clicking on your Links must have completed a transaction on the Site that results in a payment to Uscreen, (3) remain a paying customer for a minimum of thirty-one (31) days. Commissions will be paid for both monthly and annual plan Customers.
Your Commission rate will depend on your Affiliate plan. Accepted Affiliates can check their Affiliate plan and Commission rate in the Affiliate Program Tool. We reserve the right to change the Commission rate at any time and without notice.
As a Uscreen Affiliate, you can only create and use one (1) Affiliate account. You can list multiple domains within one account. All domains that you plan to use, use, or have used for promoting Uscreen Products and/or the Program must be listed in your Program application form, your profile in the Affiliate Program Tool, and shared with us upon request.
You are solely responsible for the maintenance and information updates on Your Website. For example, if Uscreen’s pricing changes, it will be up to you to update this information on Your Website.
We reserve the right to monitor Your Website at any time to determine whether you are following terms of this Agreement. We may inform you of any changes to Your Website that we feel you should make, or to ensure that your Affiliate Links are placed appropriately and to notify you of any other changes that we feel should be made. Failure to make the changes to Your Website that we feel are necessary within reasonable time may result in termination or deactivation of your Affiliate account.
You are free to promote what you deem appropriate on Your Website, but any promotional activities that mention Uscreen and any Uscreen Products may be perceived as a joint effort. Therefore, you should note that certain forms of marketing and promotional activities are prohibited by us.
You represent and warrant that you agree to comply with the following:
PPC ads that direct to Your Website or through an Affiliate Link that could be considered as competing with Uscreen’s own advertising, including, but not limited to, our branded keywords are NOT allowed without prior written permission.
You represent and warrant that Your Website, social media posts, and any other advertising materials will not:
You represent and warrant that when you advertise or promote Uscreen Products or/and the Program on Facebook, Twitter, Instagram, YouTube, and other social media platforms, you will comply with the following requirements:
You represent and warrant that you will respect the privacy of consumers and be transparent about your data collection and use practices. That means that you may not collect personal information about individuals, including their names, email addresses, phone numbers, or any other personal information unless you have provided notice and obtained their consent in accordance with the law applicable in your jurisdiction. You may not under any circumstances engage in “scraping” or any other form of automated data collection to collect personal information about individuals. In addition:
Where it is not expressly clear that the Link is a paid advertisement, paid advertising, or otherwise promotional in nature, and/or that you are receiving compensation from us in connection with the Program, you must include a disclosure statement within any and all pages, blog posts, social media posts, or any other content where you include your Affiliate Links or otherwise advertise or endorse the Site or Uscreen in connection with the Program. This “material connection disclosure” statement should be clear and concise, stating that we are compensating you for your participation in the Program.
Also, any statements you make about Uscreen must reflect your honest opinions, beliefs, or experiences and must not be false, misleading, or unsupported. You must follow these guidelines in making your material connection disclosures:
For more information about FTC disclosure requirements, see the FTC’s “Dot Com Disclosures” Guidelines; the FTC’s Endorsement Guidelines; and the FTC’s Native Advertising Guidelines.
In order to receive payments under this Agreement you must: (1) comply with all terms of this Agreement, including the Program Restrictions in Section 4 and FTC disclosure requirements in Section 5; (2) have completed all steps necessary to create your account in the Affiliate Program Tool; (3) have added to your Affiliate profile a valid and up-to-date PayPal account; (4) have provided all required tax documentation.
Commissions that you become eligible for according to Section 3 of this Agreement will be paid in US Dollars. Payout processing time can vary, but typically we will pay the Commissions amount due to you within forty-five (45) days after the end of each calendar month. For example, Commissions earned during the month of August would be paid around October 15th. Weekends and public holidays can increase the amount of time that it takes for you to receive your earned Commissions. We reserve the right to change payout period at any time with or without notice.
You are responsible for paying all applicable fees associated with accepting payments under this Agreement. You are responsible for all taxes and reporting requirements related to your Commissions.
We reserve the right to temporarily freeze or to not pay Commissions for transactions completed after clicks on your Affiliate Links, if we deem it necessary, in our sole discretion, to prevent abuse of the Program. If we ask you for more information on any Customer Transactions or clicks that we suspect may be in violation of this Agreement, the Terms of Service, or any other terms and conditions that we publish on the Site, we expect that you will respond in a timely and honest manner. A failure to be forthcoming, responsive, or provide requested substantiation may result in termination of this Agreement and you will no longer be able to participate in the Program.
You will maintain accurate and complete records relating to your conduct under the Program. Upon request, you will enable us or our designated service provider to audit your records and other materials in order to verify your compliance with the Agreement. We will provide notice of an audit request. In addition, you will promptly provide such records and other materials, and provide other cooperation and assistance, as requested by us.
You will promptly notify us of any inquiry received by you from any news media, reporter, publication, trade association or governmental authority, and of any complaints or allegations of wrongdoing received by you, with regard to Uscreen, the Program, or your conduct under this Agreement.
This Agreement will apply for as long as you participate in the Program, until terminated.
We reserve the right to change, modify, and/or eliminate the Program and/or all or any portion of this Agreement or any policy pertaining to the Program at any time and for any reason in its sole discretion, including our right to discontinue or change the benefits or Affiliate Commissions received under the Program or merge the Program with another program.
If we make changes, we will post the amended Agreement to the affiliate program page and update the “Revised Date” above. We may also attempt to notify you in other ways, including via email. Unless we say otherwise, the amended Agreement will be effective immediately. Your continuing participation in the Program will constitute your acceptance of the changes. If you do not agree to any changes, you must stop participating in the Program.
We reserve the right in our sole discretion, terminate your participation in the Program at any time, with or without cause, and without warning or notice. Upon receiving notification of termination of the Agreement for any reason, you must immediately cease all activities in connection with the Program.
You may terminate your participation in the Program at any time with or without notice. If you decide to terminate your participation in the Program, you must remove your Affiliate Links from Your Website and no longer promote them elsewhere.
Termination of the Agreement shall not affect our obligations to pay you Commissions that you became eligible for according to Section 3 of this Agreement before the date of termination. You will not receive any Commissions which are earned after the date of termination.
We reserve the right to terminate your participation and not to pay Commissions if we determine that you have been deemed to breach terms of this Agreement and/or Terms of Service or that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
We reserve the right to remove abandoned Affiliate accounts from the Affiliate Program Tool and terminate their participation in the Program if their balance is equal to $0 after a 6 month period of inactivity.
You represent and warrant that:
THE PROGRAM, THE LINKS, THE SITE, AND THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. COMPANY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES, IN CONNECTION WITH THE PROGRAM OR THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 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, OR LOSS OF DATA.
YOU UNDERSTAND THAT IN THE COURSE OF CONDUCTING ACTIVITIES RELATED TO THE PROGRAM, YOU MAY INTERACT WITH A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHERS. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE PROGRAM. COMPANY, ITS PARENT COMPANIES, SUBSIDIARIES, AND ITS CORPORATE PARTNERS EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY POTENTIAL NEW USER, OR ANY OTHER THIRD PARTY.
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL COMPANY’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.
You will indemnify, hold harmless, and (at Company’s option) defend Company and its parent companies, subsidiaries, and partners, 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”) with respect to any third-party claim arising out of or related to: (a) your performance of and conduct in connection with the Program and this Agreement, including the activities of your personnel, agents and subcontractors; (b) allegations that any content or other material you distribute, display, or perform infringes or violates any intellectual property right, right of publicity, or other proprietary right (except to the extent the allegedly infringing material was Licensed Material originally provided by Company to you for such distribution, display, or performance and provided you have not modified such Licensed Material in any way); (c) allegations that any of the messages you send or communications made, or your participation in, and activities conducted in connection with the Program violate any law or regulation, including the CAN-SPAM Act, Telephone Consumer Protection Act, or relevant or applicable laws, rules, or regulations; (d) any advertising claim related to your website, including content therein not attributable to us; (e) your failure to satisfy any debt, obligation or liability, including your failure to comply with your obligations to any of your personnel, agents or subcontractors, including payment of wages, provision of benefits, and payment of employment taxes; or (f) your breach of this Agreement, including any of your representations, warranties, or obligations herein. Unless Company directs otherwise in writing or elects to control the defense, you will assume the defense of the indemnified claim through counsel designated by you and reasonably acceptable to Company, and Company may, at its expense, participate in the defense with its own counsel. You will not settle or compromise any indemnified claim, or consent to the entry of any judgment, without written consent of Company, which will not be unreasonably withheld. Company will reasonably cooperate with you in the defense of an indemnified claim, provided that you reimburse Company for its costs and expenses as they are incurred to provide such cooperation.
This section applies to any dispute EXCEPT IT DOESN’T INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR COMPANY’S INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and Company concerning the Site or this Agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
You will not disclose to any third-party nonpublic information disclosed by Company to you under this Agreement, and you will protect all such disclosed information with the same degree of care you would use to protect your own confidential information. Confidential information submitted to you by Company remains the property of Company. If this Agreement or any confidential information of Company is required to be produced by law, you will promptly notify Company and cooperate to obtain an appropriate protective order prior to disclose any confidential information of Company.