AFFILIATE PROGRAM AGREEMENT
The following is a legal agreement between a participant ("You", "Affiliate") and the owners and operators of signsilo.com ("Website"), Ingram Image Limited. ("Ingram", "We") that governs your participation in the Website’s affiliate program. By joining our program You agree to be bound by the terms of this Agreement.
1, General: This Agreement contains the terms and conditions relating to participation in the Affiliate Program. "Site" means a web site and refers to any site that you will link to our site. "Affiliate" means an applicant that has been approved by Ingram to participate in the program. The acquisition of image Contributors and Subscribers is the purpose of the affiliate Program, and, in consideration of your referral to us of content Contributors and Subscribers we will pay you as set forth below.
2, Relationship of parties: Ingram reserves its right to enter into an agreement with any Affiliate or site. You understand and accept that we may at any time solicit customer referrals on terms that differ from those contemplated in this Agreement or operate or endorse or promote websites and Affiliates that are similar to or compete with you and your site(s). In the event of disagreement, your sole remedy is to terminate your participation in the Program.
3. Rules & Conditions: You must not be already affiliated to another member or participant or reach the Website by clicking on an Affiliation Link. You must have cookies enabled on your browser when clicking on an Affiliation Link to the Website, when reaching the Website, and when completing the membership application, so that we can track it.
4. Payment: If you refer Contributors to Ingram, and the Contributor identifies you by clicking through your link to the Ingram website, you will be paid a fee for each referred download credited to your referred Contributor(s). The fee payable to you for such referred downloads is 5%.
If you refer a subscriber to Ingram and the subscriber identifies you as the referring party by clicking through your link to the Ingram website, your account will be credited 20% of the sale value. Any referrer fees credited to your account from a subscription or other product that is later refunded by or charged back to Ingram will be deemed to be an overpayment of fees to you. Ingram reserves the right to withhold payments due to you under the Program for up to 60 days.
When a referred Contributor or Subscriber clicks on your referral link, Ingram attempts to store a cookie on the referred party’s web browser. As long as that cookie is present and not expired when a Contributor signs up for an account, the Contributor will become a referred Contributor for the Affiliate. In order to be confirmed as a Subscriber the referred party must have an unexpired subscriber cookie in their browser when they register an account. If the cookies are not accepted or if they are removed or expired, the referred Contributor and/or Subscriber will not be identified as your referral. Your account will be credited for any sale made by a referred Subscriber within one year of their account registration.
Accrued referral fees can be viewed in Your account within 24 hours of the Contributor or Subscriber referral. Payments are not automatic and need to be requested.
There is a minimum payout of £40 Pounds Sterling, or €45 Euro or US$60 per accounting period. If you request that payments be made to you by cheque or bank transfer, the minimum payment is £200 Pounds Sterling, €300 Euros or $400 US Dollars per accounting period and transaction fees may apply. Cheques will be drawn on a UK Sterling bank account and exchanged at prevailing quoted xe.com rates. If during an accounting period, you have not reached the minimum pay out level, your fees will be brought forward into the next accounting period. If you cancel your account, prior to reaching the minimum payout fee, the unpaid fees will be forfeited by you.
If your account is cancelled for a breach of the material terms of this Agreement or any other agreement with us, in addition to its other rights at law, Ingram will have the right to retain any fees.
If Ingram makes an overpayment of fees to you for any reason, Ingram shall have the right to deduct the amount of such overpayment from your accrued fees and/or to require the immediate repayment of such overpaid fees.
Ingram may modify fee rates and/or payment schedules at any time. If Ingram does modify the fee rate, fees earned before the effective change in rates will be credited at the rate in effect at the time such fees were earned. Referred contributor’s download commissions will continue to be paid for two years while the link is active.
Payments will be made via PayPal or Moneybookers (or cheque).
5, Obligation and Restrictions: You must not use the Affiliate Program in a manner that damages the reputation of Ingram or other third parties and agree to adhere to the following conditions of use. If you violate these conditions, you will be removed from the Affiliate Program and you will forfeit your Affiliate commissions.
Ingram prohibits you from engaging in any form of unsolicited commercial emailing or "spamming" or the sending of promotions that are misleading, contain misleading subject lines, contain inaccurate or misleading sender or recipient data.
b) General restrictions
We grant you a non-exclusive, non-transferable, revocable licence to use Ingram banners and links solely to promote our services and subscriptions. You agree not to use the affiliate marketing tools in any manner that is disparaging or that otherwise negative about Ingram or its sites. We reserve all of our intellectual property rights in the affiliate marketing tools. We may revoke the rights granted to you by this Agreement at any time. Such rights shall terminate upon the expiration or termination of this Agreement and by that time you shall cease all use of the affiliate marketing tools.
You and Ingram 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.
You must be of sufficient legal age to become an Affiliate and to create binding legal obligations for any liability you may incur as a result of participation in the Affiliate Program.
6, Term and Termination: This Agreement is effective so long as you participate in the Affiliate Program or until the Affiliate Program is discontinued by Ingram. The Affiliate Program or any aspect of it can be discontinued at any time at Ingram’s sole discretion upon notice published 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: INGRAM DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER FAULTS.
8, Limitation of Liability: YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE BANNERS AND LINKS. IN NO EVENT SHALL INGRAM 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 BANNERS OR THE LINKS, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF INGRAM 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, INGRAM’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE WEBSITE BANNERS OR LINKS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIFTEEN (€15.00) EUROS.
9, Indemnity: You agree to indemnify, defend and hold Ingram and its affiliates, and their respective directors, officers, employees and shareholders harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers’ fees) incurred by any such Ingram person in connection with any breach by you of this Agreement. Ingram reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.