Affiliation Program Agreement
This Agreement governs your participation in the DiagramArt Affiliation Program (the “Affiliation Program”). This Agreement between you and Synthetic Spheres Inc. (owner of the DiagramArt) is in addition to our Terms of Use, our Privacy Policy and all other documents and provisions applicable to the use of www.DiagramArt.com (the "Website").
1 - Definitions
The Affiliation Program enables any member of DiagramArt whose profile has been confirmed to be rewarded for the purchases of his or her Affiliates.
An “Affiliate” is anyone who is referred to DiagramArt, meaning someone who opens an account on DiagramArt after the recommendation of a member (a “Referring Member”). Someone is referred to DiagramArt by a member if they create an account after clicking on the Affiliation Link.
"Affiliate Tools" means DiagramArt’s logos, trade names, trademarks and similar identifying material.
An “Affiliation Link” is an Internet hyperlink or web link pointing to the DiagramArt Website with a member's reference ID. The reference ID is a unique code assigned to every member of DiagramArt.
2- Rules of the Affiliation Program
The affiliate relationship between the member and their Affiliate takes effect when the new account is created.
The Referring Member's revenues are calculated as a percentage of DiagramArt's commission on each purchase from the Affiliate. (Contributors’ commissions/royalties do not change as a result of the Affiliation Program)
3 - Affiliation Conditions
The Affiliate must:
- not be already affiliated to another member
- have signed up after the Referring Member’s sign-up date
- reach the Website by clicking on an Affiliation Link
- must have cookies enabled on their browser when clicking on an Affiliation Link to the Website, when reaching the Website, and when completing the membership application, so that we may track it
A Referring Member can have an unlimited number of Affiliates, but shall not be affiliated to himself/herself. DiagramArt shall not be a party to any agreement you have with other parties, and you are not authorized to make any commitment on behalf of DiagramArt. You shall not reward or pay directly or indirectly in any way other parties to influence them to become your Affiliates or to otherwise increase your affiliation rewards.
4 - Payment
Affiliation revenues are calculated only from valid transactions 30 days after the original sale. Affiliation rewards are distributed to Referring Members in credits and may be converted into cash at any time.
For each file sold, the contributor is paid a commission in credits defined by preceding paragraphs. The contributor can use these credits to purchase digital content or to convert their credits into money. The conversion of credits is done via the use of a free Paypal account.
The contributor can convert their credits into money which will then be transferred directly into their PayPal account. From their PayPal account, the contributor can transfer the money into their bank account.
The contributor may cash out only when credit amounts total 50 or more credits.
5 - Obligation and Restrictions
Your use of the Affiliate Tools shall be made in accordance with all applicable laws and regulations. You must use the Affiliation Program in a manner that demonstrates common sense and respect for the rights of DiagramArt and third parties. In particular, the Referring Member commits to respect the conditions listed in this Section 5. In case of a violation of these conditions, you will be removed from the Affiliation Program, this Agreement will be terminated and you will forfeit all of your Affiliation Program commissions.
a - Anti-Spamming Policy
DiagramArt prohibits you from engaging in any form of unsolicited commercial emailing (commonly referred to as "spamming") or the sending of e-mails that are misleading, spoofed, contain misleading subject lines, contain inaccurate or misleading sender or recipient data, or violate applicable State or Federal statutes. For the purposes of DiagramArt's definition, spamming also includes similar, abusive behavior in a third party "chat room" or website or the sending of unsolicited or misleading Instant Messages, Chat room, Newsgroup, ICQ or IRC messages. Such behavior could include automatically sending scripted text (and/or website URLs) disguised as "chat" or conversation into any third party chat room. DiagramArt, in its own discretion and not as its exclusive remedy, reserves the right to suspend, report, or terminate the Referring Member, or otherwise take remedial action if it is determined that the Referring Member was spamming or in violation of this provision or applicable law. REFERRING MEMBERS VIOLATING THIS PROVISION WILL FORFEIT ANY AFFILIATE PROGRAM REWARDS.
You further agree to fully and immediately respond to any and all requests or queries we make of you regarding your compliance with this provision, and to report to us any allegations of spamming or other violations of this provision made against you or others in connection with DiagramArt.
b – Protecting DiagramArt’s Image
We grant you a non-exclusive, non-transferable, revocable license to use solely to promote our services and membership. You are only entitled to use the Affiliate Tools to the extent you are a Referring Member in good standing. You shall not use any Affiliate Tools other than to advertise membership in DiagramArt. You agree not to use the Affiliate Tools in any manner that is disparaging or that otherwise portrays DiagramArt in a negative or misleading light. We reserve all of our rights in the Affiliate Tools, and all other intellectual property rights thereto. We may revoke the rights granted to you pursuant to this section at any time. The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement and by that time you shall cease and desist all use of the Affiliate Tools.
You and DiagramArt are independent contractors and nothing in this Agreement will create any partnership, joint venture or agency relationship. You will have no authority to make or accept any offers, warranties, or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would cause confusion as to our relationship with you.
Without limiting the generality of the terms and conditions contained herein, you shall not use the term "DiagramArt" (or any variations or misspellings thereof) as a keyword to trigger the display of advertisements on the internet or otherwise.
c- Accepted Use
When using the Affiliation Program and the Affiliate Tools, you shall not infringe on or otherwise harm the rights of others (including, without limitation, intellectual property rights). You shall not provide, promote, distribute, place or otherwise publish as a Referring Member any content, or web site that includes content, that is libelous, defamatory, obscene, pornographic, abusive, offensive, fraudulent, misleading or illegal. As DiagramArt may not review all information provided by you, you shall remain solely responsible for the content you publish on the Internet or by any other means. Affiliate Tools may not be placed in newsgroups, unsolicited e-mail, Instant Messaging networks, banner networks, counters, chat rooms or guestbooks.
6 - Term and Termination
This Agreement is effective so long as you participate in the Affiliation Program or until the Affiliation Program is discontinued by DiagramArt, whichever first occurs. The Affiliation Program or any aspect of it can be discontinued at any time in DiagramArt's sole discretion upon notice posted on the Website. Upon posting of such notice, the Affiliation Program and this Agreement shall be thereby terminated as it relates to you.
7 - Disclaimer of Warranties
DIAGRAMART DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE WEBSITE OR DIAGRAMART API WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
8 - Limitation of Liability
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE BADGES AND THE LINKS. IN NO EVENT SHALL DIAGRAMART OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT OR THE REFERRAL PROGRAM, INCLUDING, WITHOUT LIMITATION, YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE WEBSITE BADGES OR THE LINKS, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF DIAGRAMART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
IN ANY EVENT, DIAGRAMART’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE WEBSITE BADGES, LINKS OR BUSINESS CARDS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE ($1.00) U.S. DOLLAR.
9 - Indemnity
You agree to indemnify, defend and hold DiagramArt and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "DiagramArt Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers' fees) incurred by any DiagramArt Party in connection with any breach by you of this Agreement. DiagramArt reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with DiagramArt's defense of such claim.
10 - Age and Responsibility
You represent and warrant that you are of sufficient legal age to use the Website and to create binding legal obligations for any liability you may incur as a result of the use of the Website and your participation in the Affiliation Program.
11 - General
This Agreement, together with the Terms of Use, our Privacy Policy and all other documents and provisions applicable to the use of the Website and API, constitute the entire agreement between you and DiagramArt and govern your participation in the Affiliation Program.
This Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and DiagramArt agree to submit to the personal and exclusive jurisdiction of the courts located within the county of California.
The failure of DiagramArt to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.
The section headings in this Agreement are for convenience only and have no legal or contractual effect.
Notwithstanding any provision hereof, for all purposes of this Agreement, you and DiagramArt shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of DiagramArt, express or implied, and you shall not attempt to bind DiagramArt to any contract.
DiagramArt shall have the right, in its sole discretion, to assign any or all of its rights or obligations hereunder. You shall have no right to assign any of your rights or obligation hereunder.
You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and you agree to be bound by them.
If you have concerns relating to the Affiliation Program or this Agreement, please contact DiagramArt at contact@DiagramArt.com.