Traffic Affiliate Program
terms and conditions of participation

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This Agreement contains the complete terms and conditions that apply to an individual or company's participation in the DataFlix Traffic Affiliate Referral Program (the "Program"). As used in this Agreement, "Company" means DataFlix, Incorporated and "Affiliate" means the individual and/or company indicated in the registration form which by reference is made a part of this Agreement.

Participation
To participate in the Program, the Traffic Affiliate registration form must be completed and submitted to DataFlix. All applicants are immediately eligible to participate in the Program however such participation is subject to ongoing, periodic review by DataFlix and may be revoked at anytime without notice. Participation may be suspended or terminated if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:

• Promote illegal activities

• Promote violence

• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

• Violate intellectual property rights

• Or are otherwise deemed inconsistent with the best interests of DataFlix.

This agreement shall apply only to Affiliate owned and managed web sites as indicated in the registration form. Under no circumstances may DataFlix Affiliate Referral links be placed on sites not registered with DataFlix.

Creating the Affiliate Link
Once you have completed the online application you will be presented with a set of guidelines and graphical artwork to use in linking to the www.DataFlix.com website. To permit accurate tracking, reporting, and affiliate referral fee accrual, we will provide you with a special link format which includes your Affiliate ID number to be used in all links between your site and our www.DataFlix.com website. You must ensure that each of the links between your site and our site properly utilizes the exact link format and affiliate ID in order to obtain credit for any sales resulting from customers coming to the www.DataFlix.com website from your link. The Program will capture the Affiliate's ID and the linking websites URL. The URL must match a registered URL in the Affiliates DataFlix Affiliate registration in order to be eligible for credit for purchases made by shoppers entering the DataFlix web site from the Affiliate's DataFlix Affiliate link. You will only earn referral fees with sales on our site occurring directly through your DataFlix Affiliate link. DataFlix will not be liable to you with respect to any failure by you to correctly configure the DataFlix Affiliate link, by any failure resulting from issues of Internet connectivity, shopper behavior, web site or application failure on your server or our server or any other such action which may result in your affiliate referral not being credited for a sale including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement.

Bonifide Orders
DataFlix will process all qualified orders placed by customers who follow DataFlix affiliate links from your site to www.DataFlix.com. We reserve the right to reject orders that do not comply with any requirements that DataFlix may from time to time establish. DataFlix assumes responsibility for all aspects of order processing and fulfillment. DataFlix will prepare and maintain all order forms; process payments, cancellations; and handle customer service. DataFlix will track sales made to customers who purchase products using DataFlix affiliate links from your site to our site and will make available to you reports summarizing this sales activity. Report forms, content, and frequency of the reports may vary from time to time at our discretion.

Referral Fees
DataFlix will pay approved affiliate referral partners referral fees on designated Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must follow a DataFlix Affiliate Link from your site to our site, select and purchase the Product during that shopping session, accept delivery of the Product, and remit full payment to us. We will not, however, pay referral fees on any Products that are purchased by a customer after the customer has re-entered our site via a means other than the DataFlix Affiliate Link, even if the customer previously followed a link from your site to our site.

Referral Fee Schedule
Traffic Affiliates will earn fees based on qualifying revenues according to the fee schedule developed by us. "Qualifying revenues" are revenues derived by us from our sales of products, excluding costs for shipping, handling, taxes, service charges and PayPal processing fees. The current referral fee is 10%.

Payment of Referral Commissions
DataFlix will review all Traffic Affiliate Referral accounts periodically. All accounts with affiliate referral fees totaling $25.00 or more will be paid. Payment will be by PayPal for the referral fees earned on product sales of Qualifying Products that were purchased during the most recent period, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any period are less than $25.00, we will hold those referral fees until the total amount due is at least $25.00 or (if earlier) until this Agreement is terminated.

Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of DataFlix. Accordingly, all DataFlix rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Identifying Yourself as a DataFlix Traffic Affiliate Referrer
We will make available to you a small graphic image that identifies your site as a Program participant. You may display this logo or the phrase "DataFlix Affiliate" somewhere on your site. We may modify the text or graphic image of this notice from time to time. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that DataFlix supports, sponsors, endorses or contributes money to any charity or other cause).

Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text described above and such other images for which we grant express permission, solely for the purpose of identifying your site as a DataFlix Affiliate Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• The technical operation of your site and all related equipment

• Creating and posting Product descriptions on your site and linking those descriptions to our catalog

• The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)

• Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)

• Ensuring that materials posted on your site are not libelous or otherwise illegal

Liability
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

Term of the Agreement
The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all DataFlix trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn referral fees on our sales occurring during the term.

Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 site or otherwise, that reasonably would contradict anything in this Section.

Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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.

Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Colorado, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Denver, Colorado and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.


I Agree To Adhere To The Terms Of This Agreement