TLA VIDEO AFFILIATE AGREEMENT
To become an affiliate with TLA Video, please:
1. Read this agreement
2. Acknowledge that you understand and agree to the terms of this
agreement by filling out and sending the sign-up form at the bottom of
the page or mail a printed version to the following address:
TLA Entertainment Group, Inc.
Website Affiliate
000 Xxxxxx Xx. 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Phone - 000.000.0000
Fax - 000.000.0000
Email - xxxxxxxxxx@xxxxxxxx.xxx
This Agreement contains the terms and conditions agreed upon between you (Third
Party) and TLA Video (herein to be referred to as "TLA") with respect to TLA
serving as your provider for VHS, DVD, and book commerce (collectively referred
to herein as product).
1. Affiliation
TLA markets and sells movies on VHS and DVD (over 25,000 film titles)
as well as books. Our database is divided into five divisions: Home
(which includes over 20,000 titles ranging from Hollywood hits to
obscure international films); Gay (which includes over 2,500
non-pornographic titles which are of interest to gay men and lesbians);
Gay Adult (a database of over 4,500 gay adult titles); Straight Adult
(a database of over 6,000 straight adult titles) and Books (over 2,000
titles of gay and lesbian interest), and Life & Style. You are
responsible for checking the TLA title database to make sure that we
have the type of product that you wish to list. Product availability is
subject to change and is beyond our control.
It is your responsibility to set up links properly. (Instructions are
available once you become an affiliate.) If you require assistance,
please email the Director of Affiliate Marketing at the address listed
above.
2. Establishing Affiliation on Your Site
You agree to display the TLA logo on your home page or other
appropriate page(s) on your site. You may do this at your discretion by
choosing from the images provided on our Link to Us page. You are
responsible for the content, style and placement of the references you
make to movie titles, actors, store reference (in the case of shopping
mall site) etc.
3. Setting Up Links
We will provide you with instructions on how to set up links from your
site to the appropriate TLA website page. You may add or delete movie
references (and related links) from your site at any time without our
approval. You can decide which portions of our database you wish to use
on your site. For example, you may want only adult or you may want no
adult titles on your site.
4. Order Processing
TLA will handle all aspects of order processing and fulfillment for all
orders that come from the customers who purchased from us through the
links on your site. TLA will handle payments, order cancellations and
returns. Our sales staff will be available for customer service. We
will issue monthly and quarterly reports (with a minimum of one order)
detailing sales activities from the customers who linked to us through
your site. It is your responsibility to make sure that the links are
properly established in order for your commission to be correctly
calculated.
5. Commission Rates
TLA will pay you a commission of six percent (6%) for non adult DVD,
books and calendars; seven percent (7%) for non adult VHS and Life &
Style products; thirteen percent (13%) for adult DVD, VHS, and toys
during a referred session from your website to TLA. We will not,
however, pay referral fees on transactions that are made by a customer
who visits TLA directly (rather than through a special link from your
site), even if the customer previously followed a link from your site
to ours. The commission rate is based on gross revenue, which is
defined as gross receipts less sales tax, shipping costs and credit
card charges. For a transaction to generate a referral fee, each
transaction must be completed: (i.e. - the customer must follow a
special link from your site to ours, purchase a product(s) through our
ordering system, receive delivery of the product and pay in full.)
Commission on returned titles will be deducted from your next
commission payment. If for some reason no subsequent payment is owed,
you will be billed for the amount related to the return, and you hereby
agree to make payment within 10 days of that xxxx. A credit card
processing fee of 2.5% will be deducted for the processing of credit
card orders from each commission check earned.
6. Accounting
We will send you an accounting history on a monthly basis if your
account has earned a minimum of $100 in commission and quarterly if
otherwise. If a quarterly commission amount is below $25, the amount is
carried over to succeeding months until the $100 threshold is reached.
7. Payments
Checks will be issued on a monthly basis for accrued commission over
$100 and quarterly if the amount is below that minimum. Quarterly
commission amounts below $25 are accumulated until the $100 threshold
is reached.
8. Policies and Pricing
Customers who buy product through this program will be deemed to be
customers of TLA. Accordingly, all TLA rules, policies, and operating
procedures will apply to those customers. TLA is the sole owner of all
customer information needed to finalize an order, including, but not
limited to; name, address, email address, telephone and/or fax number,
and credit card data. This information will be kept for up to seven (7)
years for federal and state tax purposes unless otherwise amended by
federal or state law. TLA reserves the right to share this information
with you on a predefined format mutually agreed upon. TLA reserves the
right to market directly and/or indirectly to these customers unless
otherwise mutually agreed upon. We reserve the right to change our
policies, operating procedures, and prices at any time. TLA will be
responsible for all maintenance involved in the updating of film, VHS,
DVD, Life & Style, and book information and images at the TLA sites.
TLA will also use their best efforts to keep the sites updated with the
most current film, VHS, DVD, Life & Style products and book release
information.
9. Limited License
TLA grants you a non-exclusive, revocable right to use the TLA Video
icon, logo, buttons, and/or banner ads provided for linkage and such
other images for which we grant express permission, solely for the
purpose of identifying your site as a program participant. You may not
modify the icon, the message or any of our images in any way. We
reserve all of our rights in the icon, the message, any other images,
our trade names and trademarks and all other intellectual property
rights.
10. 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:
o The technical operation of your site and all related equipment.
o The accuracy and appropriateness of materials posted on your site.
o 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) and for ensuring that materials posted on your site are not
libelous or otherwise illegal.
We disclaim all liability for these matters. Further, you hereby
indemnify and hold TLA Video harmless from all claims, damages and
expenses (including, without limitation, attorneys' fees) relating to
the development, operation, maintenance and contents of your site.
You are not permitted to send unsolicited e-mail containing
XXXXXXXX.XXX links. Affiliates sending e-mail containing links to
XXXXXXXX.XXX must make sure that all addresses on their lists have
opted in or are existing customers, and must provide a working
"unsubscribe" process for their mailing lists. All UCE complaints will
be logged and TLA reserves the right to terminate the contract of any
affiliate about whom we receive an excessive number of UCE complaints
over a given period of time.
11. Term of the Agreement
The term of this Agreement will begin after receipt of the signed
affiliate agreement. The agreement is good for one year, and will
automatically be renewed annually under current contract terms unless
either party terminates it in writing within thirty- (30) days from the
end of the initial term. Commission rates are subject to change without
notice after the renewal period. You are only eligible to earn referral
fees on sales occurring during the term, and fees earned through the
date of termination will remain payable only if the related product
orders are not canceled or returned. If for any reason this Agreement
is no longer profitable or amicable, either party in writing within
thirty- (30) days can terminate the Agreement during the initial or
renewal term.
12. Relationship of Parties
Both you and TLA are independent contractors, and nothing in this
Agreement will create any partnership, joint venture, agency,
franchise, and 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.
13. Limitation of Liability
TLA 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.
14. 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). We will use our best efforts to
maintain our site's functionality; however, technical difficulties may
occur from time to time, which may cause temporary interruptions of
service. We will not be liable for the consequences of any such
interruptions.
15. Acknowledgment
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.
16. Miscellaneous
This Agreement will be governed by the laws of the United States and
the State of Pennsylvania, 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 Philadelphia, Pennsylvania 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 be 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.
