Affiliate Program Terms of Service

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. 

Definitions

“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. 

1. Enrollment

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. 

2. Approval and Rejection

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.  

3. How to Earn Affiliate Commissions 

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.  

Limitations: 

  1. Cookie window is 60 days of clicking on your Affiliate Links. If a Customer completes a transaction on the Site more than 60 days after clicking on your Affiliate Links, you will not not receive a Commission for such a transaction.  
  1. In the event a single Customer clicks two different Affiliate Links before completing a transaction, the first Affiliate will get the credit. 
  1. Transactions that result in chargebacks or refunds will not be paid out. If a refund is issued after the Commission has been approved and paid, a negative balance will be created on your account in the Affiliate Program Tool and will be deducted from future Commissions. 
  1. You will not receive Commission for transactions that have been obtained by fraudulent means, misuse of Affiliate Links that have been made available to you, or by any other means that we deem to breach the spirit of the Program.
  1. You cannot refer yourself, and you will not receive Commissions on any transactions by yourself for your own use.
  1. You are not eligible to receive Commissions for referring current Uscreen.tv customers.
  1. You will not receive Commissions for Customers you referred to Uscreen before being accepted to participate in the Program. 
  1. You are not eligible for Commissions if a Customer’s first click on your Affiliate Link is after this Agreement has expired or terminated.

4. Marketing & Program Restrictions

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. 

Program Restrictions: 

  1. Compliance with Applicable Law: You represent and warrant that, in connection with your participation in the Program, you, Your Website(s), and any advertising materials related to the Program, will not violate any law, regulation, or regulatory rules or guidelines, including the Federal Trade Commission’s endorsement disclosure requirements pursuant to Section 5 below. Also, if you choose to promote Uscreen and/or our Affiliate Program  via email campaigns, you represent and warrant that you will comply with the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Terms of Service , which includes placing an opt-out in the email and making it clear that you are the sender of the email and not acting at the direction of Uscreen. If you promote Uscreen Products and/or the Affiliate Program in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you promote Uscreen Products  in one or more of the European Union countries.
  1. Sanctioned Nations: By participating in the Program, you agree to comply with applicable OFAC restrictions and to not advertise Uscreen Products or otherwise engage in commercial activities with persons or businesses residing in countries currently under sanction by the Office of Foreign Assets Control (“OFAC”), which include: Balkans, Belarus, Burma, Côte d’Ivoire, Cuba, DR of the Congo, Iran, Iraq, Liberia (the former regime of Charles Taylor), Lebanon, Libya, North Korea, Somalia, Sudan, Syria, Yemen, and Zimbabwe. Please note that the list of sanctioned countries can change at any time; however, a current list can always be located at the U.S. Department of The Treasury’s Sanctions Programs and Country Information page.

General Restrictions:

You represent and warrant that you agree to comply with the following:

  1. You will only use the Affiliate Links that we make available to you via the Affiliate Program Tool without manipulation or modification of any kind.
  2. You will not engage in any behaviors that are fraudulent, abusive, or harmful to the Site or the Program. 
  3. Your Website will not in any way copy, resemble, or mirror the look and feel of the Site. You will also not use any means to create the impression that Your Website is our Site or any part of our Site, including by framing of our Site in any manner.
  4. You may not engage in cookie stuffing or include pop-ups or false or misleading links on Your Website. In addition, you will not attempt to mask the referring URL information (for example, the page from where the click is originating).
  5. You will not send your Links or any marketing messages in connection with the Program via SMS or text message.  
  6. You will not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking).
  7. If you are found redirecting links to hide or manipulate their original source, any Affiliate Commissions not yet paid to you will be voided and your Affiliate account will be terminated. This does not include using “out” redirects from the same domain where the affiliate link is placed.
  8. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to Your Website. You must have express permission to use any person’s or any business’s or entity’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s, business’s, or entity’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
  9. You will not, in connection with this Agreement, display or reference on Your Website, any trademark or logo of any third-party seller on our Site unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or the Site in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
  10. You will not send unsolicited bulk-emails (spam). You will not create advertisements that appear on (a) sites and apps that contain or reference categories adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues, gambling, or content that is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), or solicitous of any unlawful or offensive behavior; or (b) ads that appear on fake news content.
  11. You will not use any images, text, or other content provided to you by us except Licensed Material (defined in Section 9 below) as authorized under this Agreement and may not modify the graphic image or text in any way. All of our rights in the images and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. We may revoke any licenses or other rights referenced in this Agreement at any time for any reason.  
  12. You acknowledge our ownership of our Licensed Materials, agree that you will not do anything inconsistent with our ownership, and agree that all of your use of the Licensed Materials (including all associated goodwill) will inure to the benefit of, and on behalf of Uscreen. If requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title, or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not attack our rights in or title to the Licensed Materials or the validity of the Licensed Materials or this Agreement.
  13. You will not offer discounts, coupons, free trials, promo codes, or any other promotional offer that is not expressly authorized by Uscreen in writing. We may, on a case-by-case basis, offer you access to discounts, coupons, free trials, promo codes, or other promotional offers, and you agree to comply with all terms and limitations that we establish in connection with such promotional offers. 
  14. Unless otherwise agreed upon in writing by Uscreen, you may not promote through a sub-Affiliate network and all advertising and all Affiliates must agree to this Agreement.

Pay-Per-Click (“PPC”) Restrictions:

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.

General Advertising Restrictions:

You represent and warrant that Your Website, social media posts, and any other advertising materials will not:

  1. Infringe on our or anyone else’s intellectual property, publicity, privacy or other rights.
  2. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or contains nudity, pornography, or sexually explicit materials.
  3. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
  4. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Affiliate payments from another website. This includes toolbars, browser plug-ins, extensions, and add-ons.

Social Media Restrictions:

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:

  1. You may only promote Uscreen Products and Links on your own social media pages.
  2. You are prohibited from posting your Links on our Facebook, Twitter, Pinterest, or any other Uscreen social media accounts or pages in an attempt to turn those Links into Affiliate sales.
  3. You are prohibited from creating a social media account that includes our branded keywords and trademark(s) in the page name and/or username.

Privacy Restrictions:

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:

  1. You may not contact people with promotional materials unless they have consented to be contacted through that medium consistent with relevant local law.
  2. You must comply with all applicable laws, rules, self-regulatory principles, and industry best practices governing the collection and use of data from users for purposes of serving ads that are targeted to their interests, including the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising, Mobile Principles, and Cross-Device Principles, and FTC Guidance on Cross-Device Tracking. 
  3. You agree to promptly notify us in the event of any Privacy Incident, and to promptly cooperate with us in the event of any Privacy Incident that we escalate to you or request your cooperation. A “Privacy Incident” includes any allegation that you have not properly provided notice or obtained consent to collect personal information, sent SMS, engaged in phone calls or email messages, collected data in a manner inconsistent with your privacy policy, user notice, applicable law, or applicable self-regulatory rules.

5. FTC Disclosure Requirements

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:

  • Disclosures must be made as close as possible to the claims.
  • Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump). 
  • Pop-up disclosures are prohibited.

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

6. Commission Payment 

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. 

7. Audits/Records

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.

8. Modification and Termination

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.

9. Grant of Licenses

  1. Subject to your continuing compliance with this Agreement, we grant to you a non-exclusive, non-transferable, non-sublicensable, revocable and limited right to (1) access our Site through the Links provided to you by us solely in accordance with the terms of this Agreement, including the restrictions set forth in Section 4; and (2) solely in connection with such Links, to use our logos, trade names, trademarks, and similar identifying material, including marketing and advertising information that we may provide to you or authorize for such purpose (collectively, the “Licensed Materials”).
  2. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of the Program and the goodwill associated therewith will inure to the sole benefit of Uscreen.
  3. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
  4. Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including any intellectual property with respect to our Site, the Links that you are provided by us, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.

10. Representations and Warranties

You represent and warrant that:

  1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms, and that your performance of your obligations under this Agreement does not (and will not) constitute a breach of or conflict with any other agreement or arrangement by which you are bound;
  2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; and
  3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement such that the rights you grant are valid, complete, and do not and will not infringe any third-party rights or violate any applicable laws, rules, or regulations.

11. Disclaimer

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.

12. Limitation of Liability

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.

13. Indemnification

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.

14. Dispute Resolution. Arbitration

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. 

  1. Notice of Dispute: In the event of a dispute, you or Company must give the other a “Notice of Dispute,” which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: support@uscreen.com. Company will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and Company will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Company may commence arbitration.
  2. Binding Arbitration: If you and Company don’t resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. The dispute will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in Washington, DC, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. Any and all legal, accounting, and other costs, fees, and expenses incurred by the prevailing party will be borne by the non-prevailing party.
  3. Prohibition of Class and Representative Actions and Non-Individual Actions: You and Company agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and Company agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative or class proceeding. 

15. Confidentiality

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.

16. Miscellaneous

  1. You agree that you are an independent contractor, and nothing in this Agreement 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. You will not make any statement, whether on Your Website(s) or otherwise, that reasonably would contradict anything in this Section. You may be required to complete a Form W-9 or W-8BEN as a condition of receiving your Affiliate Commissions and will cooperate with all requests by Company to complete documentation in connection with your participation in the Program and to comply with applicable tax obligations.
  2. Customers who buy products through the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time. 
  3. You may not assign your rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of your business or assets.
  4. This Agreement is governed by and interpreted in accordance with the laws of the United States and the State of  without regard to the conflicts of laws and principles thereof.
  5. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
  6. This Agreement represents the entire agreement between us and you with respect to the Program, and supersedes all prior agreements and communications of the parties, oral or written with respect thereto.
  7. The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement. The use of the terms “include,” “includes,” or “including” is illustrative and not limiting. 
  8. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement will have full force and effect.
  9. 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.  
  10. You acknowledge that we may at any time admit others into the Program and you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than the terms set forth in this Agreement.