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This Affiliate
Terms and Conditions Agreement (the "Agreement") is entered into by
and between you (the "Affiliate") and HC Digital Media, Inc., doing
business as DickyDollars.com , upon acceptance of this Agreement as
evidenced by clicking on the ‘Submit’ button on the DickyDollars.com
sign-up page.
1.
BASIC AGREEMENT
Upon
acceptance by Affiliate of the terms and conditions contained herein and
continued compliance herewith, Affiliate shall be allowed to participate in
the DickyDollars.com Affiliate Program (the "Program") wherein HC
DIGITAL MEDIA, INC. shall enable Affiliate to use certain intellectual
property of HC DIGITAL MEDIA, INC. on Affiliate's Web sites for marketing and
promotional purposes and as consideration for any traffic directed by
Affiliate to DickyDollars.com through Affiliate's marketing and promotional
efforts and that converts into revenue to HC DIGITAL MEDIA, INC., HC DIGITAL
MEDIA, INC. shall pay Affiliate compensation, as set forth in section 3 below.
1.2 AFFILIATE IS
PROHIBITED FROM USING ANY FORM OF MASS EMAILING, SOLICITED OR UNSOLICITED, TO
PROMOTE DickyDollars.com, ANY OF ITS WEB SITES, OR OTHER WEB SITES OWNED,
CONTROLLED, AND/OR OPERATED BY HC DIGITAL MEDIA, INC.. Violations of this
provision of the Agreement will result in immediate termination of this
Agreement. If Affiliate violates this provision and utilizes unsolicited
emailing to promote, market, or advertise DickyDollars.com, any of its web
sites, or other web sites owned, controlled, and/or operated by HC DIGITAL
MEDIA, INC., all Program accounts operated by Affiliate will be immediately
terminated and Affiliate will be reported to the proper authorities.
1.3 Prohibited
Countries: Due to excessive fraud attempts, HC DIGITAL MEDIA, INC. does not
allow webmasters who reside in the following countries to participate in our
program: Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Costa
Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia,
Israel, Japan, Jordan, Kaliningrad, Kazakhstan, North Korea, South Korea,
Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Philippines,
Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan,
Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan,
and Yugoslavia.
2. RIGHTS GRANTED AFFILIATE
HC
DIGITAL MEDIA, INC. grants Affiliate each of the following:
2.1 The nonexclusive
right to refer, direct or send visitors or users of Affiliate's Web site(s)
to web sites owned, controlled and/or operated by HC DIGITAL MEDIA, INC.
("HC DIGITAL MEDIA, INC. Web sites"); and
2.2 A limited
nonexclusive, nontransferable, and revocable license to access and download
promotional banners, and other promotional materials created and owned by HC
DIGITAL MEDIA, INC. for use on Affiliate Web sites for the exclusive purpose
of advertising, marketing or promoting DickyDollars.com, its web sites, or
any other HC DIGITAL MEDIA, INC. Web sites. Affiliate may post as many of
these banners and other materials on its site(s) as desired.
2.3 HC DIGITAL MEDIA,
INC. owns and retains all right, title and interest in and to its
intellectual property, copyright, trademarks, patents, and in the files,
promotional banners and other material provided by HC DIGITAL MEDIA, INC.,
including all images therein. Upon termination of Affiliate's participation
in the Program and/or termination of this Agreement, the grant of right and
license set forth in subsection
2.2 above, shall cease and terminate, and Affiliate shall immediately
remove all HC DIGITAL MEDIA, INC. files, banners, ads, and any and all other HC
DIGITAL MEDIA, INC. intellectual property, copyrighted material, trademarks,
and patents, if any, from Affiliate's Web sites.
2.4 Affiliate is not
authorized and shall not change HC DIGITAL MEDIA, INC.’ names, file names,
trademarks, design logos, banners, ads or other material for any purpose
other than as expressly set forth herein or in any modification to this
Agreement by HC DIGITAL MEDIA, INC..
2.5 Affiliate further
acknowledges and agrees that any such change or changes will be a material
breach of this Agreement and shall constitute an infringement of HC DIGITAL
MEDIA, INC.’ copyrighted and/or trademarked intellectual property.
2.6 Affiliate agrees
and covenants to notify HC DIGITAL MEDIA, INC. of all Uniform Resource
Locator (URL) a.k.a. "Web site" locations where it has published HC
DIGITAL MEDIA, INC.’ names, file names, trademarks, design logos, banners,
ads or other material pursuant to this Agreement, specifically identifying
the names, file names, trademarks, design logos, banners, ads or other
material posted at each URL. Affiliate further acknowledges and agrees that
failure to notify HC DIGITAL MEDIA, INC. of these locations constitutes a
material breach of this Agreement and each such posting of which Affiliate
fails to notify HC DIGITAL MEDIA, INC. shall constitute an infringement of HC
DIGITAL MEDIA, INC.’ copyrighted and/or trademarked intellectual property.
3. PAYMENT OF COMPENSATION
HC
DIGITAL MEDIA, INC. will pay Affiliate for Web traffic to HC DIGITAL MEDIA,
INC. Target Page(s) from a banner or link posted on web page(s) of
Affiliate's site(s) as follows.
3.1 Revenue Share
Payments: HC DIGITAL MEDIA, INC. offers a Revenue Sharing option to
Affiliates. Under the Revenue Sharing option of the Program, Affiliates of gay
programs receive 60% of the gross receipts from referred accounts, less
applicable processing fees and other related fees charged by the third party
processors who process charges for HC DIGITAL MEDIA, INC..
3.2 Bonus Terms and
Conditions: The following terms and conditions apply to bonus programs being
conducted by HC Digital Media, Inc. via HC DIGITAL MEDIA, INC.’ DickyDollars.com’
Advertising Program (hereafter the "DickyDollars.com Program").
(i) $50 DickyDollar.com
Program Launch Bonus Promotion:
The following
terms and conditions apply to the “$50 Program Launch Bonus " Promotion
(hereafter the "Launch Promotion") being conducted by DickyDollars.com
via HC DIGITAL MEDIA, INC.’ Advertising Program (“DickyDollars.com
Program”). In addition to the terms specified below, all the standard terms
and conditions for the DickyDollars.com Program also apply to the Launch
Promotion.
Structure
of the Launch Promotion:
HC DIGITAL MEDIA, INC. shall pre-load $50 into any new and approved webmaster’s
account during the initial launch period of the DickyDollars.com program. Webmasters
are eligible to receive this one-time bonus payout when their total payout exceed our minimum monthly payout of $75. Promotional period may vary. This promotion may be cancelled at any time
without notice.
Definition
of "Eligible Accounts":
The Launch Promotion Bonus applies to accounts on the 60% revenue share
payout method of the DickyDollars.com Program only. Affiliate accounts owned by companies that
operate advertising programs similar to the DickyDollars.com Program shall
not be eligible for the Launch Promotion Bonus.
3.3 All payments are
made by check in U.S. dollars. Payments are mailed on the 7th and 22nd of
each month. Payment will only be sent if the amount due to Affiliate is at
least US $75. Payment will be carried over from week to week until the amount
due to Affiliate is at least US $75. A "Pay Period" is defined as a
two-week period commencing on the 1st and 16th day of each given month at
12:00 AM Pacific Standard Time and ending two weeks later on the 15th or last
day of the month, respectively, at 11:59 PM Pacific Standard Time. If
Affiliate is a foreign, non-United States resident participant, Affiliate may
request that HC DIGITAL MEDIA, INC. withhold payment until the amount due is
US$500 or greater, so as to incur lower banking fees.
3.4 Affiliate
agrees, by accepting and negotiating payment received from HC DIGITAL MEDIA,
INC., that the payment received is payment in full for any and all
advertising space and traffic for the Pay Period to which the payment
applies.
3.5 A
"referral" from an Affiliate Web site entitling Affiliate to a
"commission" is defined as follows:
(i) A person who has
been directed to an authorized website owned, controlled or operated by HC
Digital Media, Inc. ("HC Digital Media, Inc Web sites") through the
use of a hypertext transfer link residing on Affiliate's Web site in the form
of a banner ad or other promotional link which automatically connects any
person who clicks on the banner ad or other promotional link to a HC Digital
Media, Inc. Web site, and which banner ad or other promotional link has been
supplied to Affiliate as part of the Program; and
(ii) That person who,
after having been directed to a HC DIGITAL MEDIA, INC. Website through the
use of the hyperlink banner ad or other promotional link supplied to
Affiliate residing on Affiliate's Website, has been
converted into a subscriber or member of a HC DIGITAL MEDIA, INC. Website.
3.6 "Webmaster
Referral" Program: HC DIGITAL MEDIA, INC. will also compensate Affiliate
for sales generated by other affiliates referred to HC DIGITAL MEDIA, INC. by
the Affiliate. When a new webmaster affiliate signs up for the Program
through the approved Webmaster Referral link provided to the Affiliate by HC
DIGITAL MEDIA, INC., the Affiliate will receive a 10% commission on each sale
generated by that referred webmaster affiliate less applicable processing
fees.
(i) Affiliates are
prohibited from "referring" their own accounts/sales, as such
"self-referrals" will result in termination of all Program accounts
operated by the Affiliate.
4. RESTRICTIONS ON PAYMENT OF COMPENSATION
4.1 Affiliate is not
entitled to a commission for any HC DIGITAL MEDIA, INC. subscriber sent or
referred to a HC DIGITAL MEDIA, INC. Website in violation of the terms of
this Agreement, or for any HC DIGITAL MEDIA, INC. subscriber who does not
fall within the terms of paragraphs 3.6 (i) & (ii).
4.2 Affiliate will
not be entitled to a commission from HC DIGITAL MEDIA, INC. for any
subscription that HC DIGITAL MEDIA, INC. determines is the result of
potential fraudulent activity. HC DIGITAL MEDIA, INC. shall have the right,
in its sole and absolute discretion, to expand or modify what it determines
to constitute potential fraudulent activity. Without limiting the foregoing,
potential fraudulent activity includes without limitation, the following
circumstances or activities:
(i) The subscriber
used or attempts to use a credit card number that is in a "negative
database;"
(ii) There are
multiple subscriptions from a single Internet Protocol (IP) address within a
one (1) month period of time;
(iii) There are
sequential or multiple subscriptions under different names, or variations of
the same name using the same credit card number, or sequential names or
patterns of names using different credit card numbers;
(iv) There is a
pattern of "bursting subscriptions" characterized by numerous
subscriptions from a Website in a relatively short time span (the
"bursting period"), where there has been history of few
subscriptions from that Website before or after the bursting period.
(v) There are sequential
or multiple attempts to register or subscribe from a credit card using the
same "bin number" and sequential or multiple number strings are
used to complete the credit card number.
(vi) There are
subscriptions from an IP address that matches the IP address Affiliate used
in establishing an account in the Program, or an IP address that is otherwise
known to be used by Affiliate.
4.3 HC DIGITAL MEDIA,
INC. has the right to deny or withhold payment from Affiliate, and to
terminate Affiliate from the Program, if there is an abnormal number of
charge backs or cancellations of memberships or subscriptions which have been
referred to HC DIGITAL MEDIA, INC. through Affiliate's Websites. HC DIGITAL
MEDIA, INC. shall determine, in its sole and absolute judgment, what
constitutes an abnormal number of charge backs or cancellations of
memberships or subscriptions.
5. TERM AND TERMINATION
5.1 This Agreement is
not for any specific term or duration of time. Affiliate may terminate this
Agreement at any time, for any reason or no reason, and; this Agreement
and/or the Program may be terminated by HC DIGITAL MEDIA, INC., in its sole
and absolute discretion, at any time, for any reason or no reason.
5.2 Affiliate shall
terminate participation in the program by notifying HC DIGITAL MEDIA, INC. by
E-mail at CustomerService@DickyDollars.com
of Affiliate's intent to terminate participation in the Program.
5.3 In the event this
Agreement is terminated, Affiliate shall be entitled to any unpaid
commissions or referral fees earned prior to the date and hour of
termination. Affiliate shall not be entitled to receive any commissions or
referral fees for any "referrals" delivered or received after the date
and time of termination.
5.4 If this Agreement
is terminated due to Affiliate's breach of any portion of this Agreement, HC
DIGITAL MEDIA, INC. reserves the right to withhold any amounts then due and
owing.
6. AFFILIATE'S RESPONSIBILITIES AND DUTIES
6.1 Affiliate shall
only use and promote on Affiliate Websites HC DIGITAL MEDIA, INC. approved
advertising banners, links, sales tools, and other promotional materials.
6.2 Affiliate shall
not use or employ any form of mass solicited or unsolicited electronic mailings,
newsgroup postings, IRC postings, adware, spyware, malware marketing or any
other form of "spamming" as a means of promoting Affiliate Websites
or for the purpose of directing or referring users to any Websites owned,
operated or controlled by HC DIGITAL MEDIA, INC..
Affiliate
further acknowledges and agrees that HC DIGITAL MEDIA, INC. has the right to
immediately, and without notice, terminate your participation in the Program
if HC DIGITAL MEDIA, INC., in its sole and absolute discretion, concludes
that Affiliate has engaged in the use of any form of mass solicited or
unsolicited electronic mail solicitations, newsgroup postings, password
selling or trading, warez, IRC posting, adware, spyware, malware marketing or
any other form of "spamming". NOTE: HC DIGITAL MEDIA, INC.
HAS ZERO TOLERANCE FOR SPAMMING. IF AFFILIATE SPAMS, PARTICIPATION IN
THE PROGRAM WILL BE TERMINATED, AFFILIATE WILL BE BARRED FROM FUTURE
PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO AFFILIATE WILL BE
FORFEITED TO HC DIGITAL MEDIA, INC..
6.3 HC DIGITAL MEDIA,
INC., its subsidiaries, and affiliated entities operate within the laws
governing the adult entertainment business. However, it is the affiliate’s
responsibility to become familiar with and make every effort to continually
educate him or herself of the laws that regulate and
govern the adult entertainment industry.
State Online Registers have been created and are enforced to protect children
from receiving communications which advertise a product or service that a
minor is prohibited by law from purchasing, viewing, possession,
participating in, or otherwise receiving, or which contains or advertises
material that is harmful to minors. HC DIGITAL MEDIA, INC. is aware of two
states, Utah and Michigan, which currently have online
registers to protect children. Click on the following links to review:
https://www.utahkidsregistry.com/compliance.html?vid=4g7iqqrntiim7gvs912hg752c2
https://www.protectmichild.com/compliance.html?vid=7gproaomqm2gciake2rdt7cc15
This list may be amended as enactment of similar laws occurs federally or in
other states. Notice to affiliate of said amendments is considered provided
by the posting of such amendments hereto. It is the responsibility of
affiliate to frequently refer to these terms and conditions for any
amendments or modifications thereof. Further, HC DIGITAL MEDIA, INC. does not
represent or guarantee the above list/links to be all-inclusive and
recommends that affiliate independently research and investigate the
possibility of other state or federal legislation mandating compliance with
online registers or regulating the adult entertainment industry.
If you have questions regarding the law, please consult with an attorney. If
you have any questions concerning DickyDollars.com Zero Tolerance Policy,
please contact CustomerService@DickyDollars.com
6.4 Except as
expressly authorized by HC DIGITAL MEDIA, INC. in writing, Affiliate shall
not copy, reproduce, alter, modify, change, broadcast, distribute, transmit
or disseminate any banners or other promotional or advertising materials
provided by HC DIGITAL MEDIA, INC. pursuant to this Agreement in whole or in
part, in any form or manner, at any time or anywhere in the World.
6.5 Affiliate shall
ONLY use Promotional Pictures and Images provided by HC DIGITAL MEDIA, INC.
to promote sites that are included in the Program. For purposes of this
Agreement, Promotional Pictures and Images means any of the images and/or
videos provided in zip file format on DickyDollars.com.
6.6 Affiliate shall
disseminate, transmit, broadcast or distribute the material provided through
the Program only to consenting adults over the age of eighteen (18) years,
twenty-one (21) years in those locations where that is the age of majority.
6.7 All content displayed
on any Website containing HC DIGITAL MEDIA, INC. banners or links, and all
content displayed on any Website to which Affiliate provides third party
links to, must comply with all local laws and community standards.
Accordingly, Affiliate shall not include, or link to, any of the following
within a Website that contains HC DIGITAL MEDIA, INC. banners or links, or
directly or indirectly link any of the following content or material to any HC
DIGITAL MEDIA, INC. Website through any hyperlinks maintained or created on
Affiliate's Websites:
(i) Material deemed
obscene by HC DIGITAL MEDIA, INC., including without limitation, materials
depicting bestiality, violence, rape, torture, feces, or urine;
(ii) Any material not
in full compliance with the provisions of 18 U.S.C. 2257, and as may be
amended by Congress;
(iii) Any material that
constitutes child pornography, any material in which persons under the age of
eighteen are depicted in actual, simulated, or suggestive sexual situations,
or material that involves depictions of nudity or sexuality by an age
inappropriate-looking performer (i.e. someone who looks younger than 18 years
of age), or by a performer who is portrayed or made to appear to be a person
under the age of 18 years of age by virtue of the script, make-up, demeanor,
costuming, setting, etc. Prohibited material mentioned herein includes the
use of the term 'lolita' for any purpose in any fashion including, but not
limited to, within meta-based tags;
(iv) Any material
deemed by HC DIGITAL MEDIA, INC. to be threatening, abusive, hateful,
defamatory, libelous, slanderous, scandalous or injurious to the reputation
of any person or entity;
(v) Any material
which constitutes an infringement, misappropriation, or violation of any
person's intellectual property rights including without limitation,
copyrights, trademarks, rights of publicity, patent rights, personal property
rights, privacy rights, or any other intellectual property right; or
(vi) Any program,
file, data stream, or other material which contains viruses, worms,
"Trojan horses," or any other destructive feature, regardless
whether damage is intended or unintended, which may cause damage to any
computer equipment, loss or corruption of data or programs, or inconvenience
to any person.
(vii) Any material or
word usage of the following terms located here is
prohibited. Affiliates found using these terms will be removed from the
program and any funds will be forfeited.
7. REPRESENTATIONS AND WARRANTIES
Affiliate
hereby represents and warrants each of the following:
7.1 That if Affiliate
is an individual person, he/she is over the age of eighteen (18) years;
7.2 That if Affiliate
is an entity (i.e., corporation, limited liability company, etc.) that all
individuals employed or associated with Affiliate in any way are over the age
of eighteen (18) years;
7.3 Affiliate
warrants and represents that it owns or operates a lawful, and otherwise
valid Internet Web site;
7.4 That the
individual who provides information pursuant to the Program and accepts this
Agreement has full, lawful, power and authority to enter into and to carry
out the terms of this Agreement.
8. UNITED STATES TAXATION
8.1All United States
residents and corporations, and foreign participants who are residents of the
United States, are required to provide a completed and signed United States
Department of Treasury Internal Revenue Service Form W-9 setting forth
information including a United States Federal Employer Identification Number,
or Social Security Number.
9. RIGHTS OF HC DIGITAL MEDIA, INC.
9.1 HC DIGITAL MEDIA,
INC. shall have the right, in its sole and absolute discretion, to terminate
the Program and any and all Program Benefits relating to Affiliate's
participation in the Program at any time and may do so with or without cause.
9.2 HC DIGITAL MEDIA,
INC. shall have the right, in its sole and absolute discretion, to change or
modify the Program, including without limitation, the right to pay an
Affiliate participating in the Program based on "click throughs"
rather than a flat commission or fee for a referral, as defined in section 3. If at any time HC
DIGITAL MEDIA, INC. changes or modifies the Program, Affiliate shall have the
right to withdraw and terminate participation in the Program.
10. NO PARTNERSHIP, JOINT OR COLLABORATIVE VENTURE
10.1 Nothing contained
in this Agreement shall create or be deemed to create a partnership, joint
venture, or other business combination or venture of any kind between
Affiliate and HC DIGITAL MEDIA, INC., its subsidiaries, affiliated entities,
successors or assigns; nor shall any term contained in this Agreement
constitute or create any agency or employment relationship between Affiliate
and HC DIGITAL MEDIA, INC., its subsidiaries, affiliated entities, successors
or assigns.
10.2 HC DIGITAL MEDIA,
INC. has no control over nor ownership interest in Affiliate or Affiliate's
Websites, and Affiliate has no financial or other interest in HC DIGITAL
MEDIA, INC., its subsidiaries, affiliated entities or any property owned by
such entities, except as expressly set forth herein.
11. NO CONTENT CONTROL, MONITORING OR SUPERVISION
11.1 HC DIGITAL MEDIA,
INC. does not monitor, supervise, or review content contained on Affiliate's
Websites. HC DIGITAL MEDIA, INC. is not responsible for any content appearing
or otherwise distributed on, at, or in association with Affiliate's Websites
that is provided by Affiliate or independent third parties.
11.2 HC DIGITAL MEDIA,
INC. has no direct or indirect control over the content of performances or
services, the manner of performances or services, or the time or duration of
provision of performances or services by Affiliate on, at or in association
with Affiliate's Website except as specifically set forth in this Agreement.
12. NO WARRANTY OR GUARANTY
HC
DIGITAL MEDIA, INC. makes no guaranty of any kind with respect to the Program
or materials provided by, through, or in association with the Program, and
all materials are provided to Affiliate "as is," and use of the
Program and associated materials is solely at Affiliate's risk.
HC
DIGITAL MEDIA, INC. disclaims all warranties, either express or implied,
including, but not limited to, warranties of merchantability and fitness for
a particular purpose with regard to the Program and any and all materials of
every kind supplied to Affiliate as part of this Program.
13. NO GUARANTY OF SUCCESS OR PROFITABILITY
HC DIGITAL
MEDIA, INC. cannot guaranty or promise Affiliate any level of success or
profitability due to Affiliate's participation in the Program. Affiliate has
unilaterally entered into an Internet service business and all risk of loss,
cost, and expense of Affiliate doing business shall be borne solely by
Affiliate.
14. FORCE MAJEURE
Neither
party shall be liable for any loss or delay, nor be considered in breach of
this Agreement, due to an act of God, fire, natural disaster, terrorist act,
strike or other labor stoppage, declaration of war or military intervention,
computer system/server failure, network failure, governmental action, or any
other cause outside the control of the parties and which cannot be avoided by
the exercise of due care.
15. LIMITATION OF LIABILITY
HC
DIGITAL MEDIA, INC., its subsidiaries, affiliated entities, employees,
independent contractors, agents, representatives, assigns, and successors
shall not be liable to Affiliate, or any other person or entity, for any
direct or indirect losses, injuries, or incidental, consequential, or other
damages (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, BUSINESS INFORMATION, OR OTHER INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to
any HC DIGITAL MEDIA, INC. Website, or arising from or in connection with
this Agreement or the use of the DickyDollars.com Program materials, or due
to any mistakes, omissions, delays, errors, interruptions in the
transmission, or receipt of HC DIGITAL MEDIA, INC.'s services, content, or
Program materials, including without limitation any losses due to server
problems or due to incorrect placement of HTML.
16. INDEMNIFICATION
Affiliate
shall indemnify and hold HC DIGITAL MEDIA, INC., its subsidiaries,
affiliates, licensors, content providers, service providers, employees,
agents, officers, directors, and contractors and any successor-in-interest or
assign (the "Indemnified Parties") harmless from any breach of this
Agreement by Affiliate, including any use of Program materials other than as
expressly authorized in this Agreement. Affiliate agrees that the Indemnified
Parties shall have no liability in connection with any such breach or
unauthorized use, and Affiliate agrees to indemnify for any resulting loss,
damage, judgment, award, cost, expense, and attorneys' fees of the
Indemnified Parties. Affiliate shall also indemnify and hold the Indemnified
Parties harmless from and against any and all claims brought by third parties
arising out of Affiliate's use of the information accessed from a HC DIGITAL
MEDIA, INC. Website.
17. TRANSFER OR ASSIGNMENT
17.1 This Agreement
shall not, under any circumstances, be transferred or assigned by Affiliate
to any other person or entity, and any attempted transfer or assignment of a
membership shall be void.
17.2 HC DIGITAL MEDIA,
INC. may, at any time, in its sole discretion and without prior notice to
Affiliate, transfer or assign this Agreement to an affiliated or
non-affiliated person or entity.
18. MODIFICATION
This
Agreement is subject to change or modification by HC DIGITAL MEDIA, INC. at
any time and changes shall become effective upon notice to Affiliate by
e-mail, posting at or via hyperlink to a HC DIGITAL MEDIA, INC. Website, or
by mail. An Affiliate may not alter, delete, add or change or edit any of
these terms and conditions, and any such attempted alteration shall be void
and of no effect.
19. NOTICES TO HC DIGITAL MEDIA, INC. OR AFFILIATES
Notices
from a HC DIGITAL MEDIA, INC. Website to Affiliates may be given by means of
electronic messages (email), by general posting on the Website, or by
conventional mail. Communications from Affiliate to HC DIGITAL MEDIA, INC.
may be made by electronic messages (email) or conventional mail, unless
otherwise specified in this Agreement.
All
notices to HC DIGITAL MEDIA, INC. sent by electronic mail shall be to CustomerService@DickyDollars.com.
Notices
from HC DIGITAL MEDIA, INC. shall be deemed delivered when sent by HC DIGITAL
MEDIA, INC. to Affiliate; notices of changes or modifications to this
Agreement shall be accepted by Affiliate upon the first use by Affiliate of
the Materials provided in the Program after such notice was sent; and, such
acceptance of a change or modification shall be deemed to relate back to the
date such change or modification was originally sent by HC DIGITAL MEDIA,
INC..
20. ARBITRATION; GOVERNING LAW
20.1
This Agreement shall be governed by, and construed only in accordance with,
the laws of California,
without giving effect to principles of conflicts of laws.
20.2
The parties agree that any dispute between them arising out of or related to
this Agreement and the services hereunder shall be resolved by binding
arbitration. Unless another venue is agreed to by both parties, any
arbitration conducted pursuant to this paragraph shall take place in California.
The arbitration and proceedings
related thereto shall be conducted in English. A single arbitrator will make
a determination and render an award within thirty (30) days of the close of
evidence in such arbitration proceeding. The parties waive right to jury
trial and agree that the arbitration award will be final and binding and that
judgment will be entered thereon in any court of competent jurisdiction.
Notwithstanding the foregoing, any party may seek immediate judicial
intervention to prevent any unauthorized use or disclosure of the
confidential or proprietary information of the party (or those to whom it
owes a duty of confidentiality) bringing any such action. In addition, any
party may bring an action in a court of competent jurisdiction to enforce (i)
the Arbitration, Venue, and Governing Law provsions hereof and (ii) any
arbitration award rendered hereunder, and any such action shall not be deemed
a waiver of this arbitration requirement or any other provision hereof.
20.3
The venue for any other legal proceedings arising from or connected with this
Agreement shall be exclusively in California,
and no Party shall have the right to challenge venue based upon forum non
conveniens or otherwise. In any legal proceeding (including arbitration)
arising from, under or in connection with this Agreement, the prevailing
Party shall recover the reasonable attorneys fees
and costs incurred in preparation for and in connection with all arbitration,
trial and appellate proceedings, along with such other award(s) rendered by
the arbiter.
20.4
This Agreement shall be executed in the English language and shall be
controlled in all respects by the English language, regardless if this
Agreement is translated into another language.
The failure of any party hereto to insist
upon strict performance of any covenant or agreement contained herein, or to
exercise any option or right, shall not be construed to be a waiver or
relinquishment of any such option or right or, of any other covenants or
agreements, but the same shall be and remain in full force and effect.
21. SEVERABILITY
If any
provision of this Agreement is held to be invalid or unenforceable, in any
respect, such invalidity or unenforceability shall not affect or impair the
validity or enforceability of the remaining provisions of this Agreement,
but, to the contrary, this Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.
22. ENTIRE AGREEMENT, HEADINGS, AND NEUTRAL CONSTRUCTION
This
Agreement and any changes or modifications thereto by HC DIGITAL MEDIA, INC.
and accepted by Affiliate expresses the entire agreement between the parties
regarding Affiliate's participation in the Program, and all materials
directly and indirectly related thereto, superseding and negating any prior
or contemporaneous agreements, whether written or oral. There are no
representations, agreements, arrangements, or undertakings relating to the
matters addressed which are not fully expressed herein. The headings are for
convenience only and shall not be construed to give any substantive meaning
to the agreement between the parties. This Agreement shall be construed
neutrally and as the commemoration of the mutual assent of both parties
rather than for or against either party.
23. REVIEW BY ATTORNEY
HC
DIGITAL MEDIA, INC. strongly advises that Affiliate review this Agreement
with an attorney before acceptance of its terms so Affiliate is fully apprised of all its rights, duties, and obligations under
this Agreement. Affiliate acknowledges that nothing herein and no statement
by HC DIGITAL MEDIA, INC. or any employee, representative, agent or other
person associated with HC DIGITAL MEDIA, INC. has in any way prevented or
inhibited Affiliate from seeking such independent legal advice prior to
entering into this Agreement. You hereby acknowledge and agree that the terms
of this Agreement are reasonable and fair; all terms have been fully
disclosed in writing, and Affiliate has been given reasonable opportunity to
seek the advice of independent counsel with respect to this Agreement and all
transactions associated herewith.
24. ELECTRONIC SIGNATURES
You
hereby acknowledge and agree that physical signatures are not required under
this Agreement, and any form of electronic acceptance of the terms of this
Agreement, including but not limited to your checking or clicking of a “SignUp”
or “Submit” box, shall be permissible and acceptable forms of acceptance by
you of the terms of this Agreement.
25. ACCEPTANCE AND EXECUTION
By
CLICKING ON THE "Submit" or ‘Continue’ BUTTONS on the DickyDollars.com
Sign-Up Page, and by supplying HC DIGITAL MEDIA, INC. with all the
information required to create an account on the Program, Affiliate has
accepted all of the terms and conditions set forth herein above.
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