Mr. MagicVOODOO LLC 


SALES AFFILIATE AGREEMENT 

 

To participate in the Voodoo Sales Affiliate program, you must agree to the following:

This Sales Affiliate Agreement (the "Agreement") contains the complete terms and conditions between  Voodoo,  and  You,  regarding  your  application  to  participate  as  a sales affiliate ("Affiliate") of Voodoo  LLC  and   the   establishment   of   banners and links   from   your   website(s)   to  our website(s), including voodoovideomarketing.com, voodoovideoclub.com, videobrandcaster.com, any applicable subdomains, and other websites Voodoo may create at any time in the future.

 

BY REGISTERING AS AN AFFILIATE  ON VOODOO'S SALES AFFILIATE SITE AND BY PARTICIPATING IN THE VOODOO AFFILIATE PROGRAM AS DESRIBED BELOW, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

 

1. Voodoo Affiliate Agreement Definitions

1.1.                     "We", "Our", "Us", "Voodoo" means Voodoo LLC (also known as Voodoo Video Marketing Magic, Voodoo Viral Marketing Systems, and other monikers) and its affiliates.

1.2.                     "You", "Your" and "Affiliate(s)" means the business, individual or entity applying for participation in the Voodoo Sales Affiliate Program, or that displays Voodoo products, services and/or promotions on its website and/or through offline representation through the affiliate tracking code in exchange for receiving remuneration from Voodoo for sales resulting from such display.

1.3.                     "Sales Affiliate Program" or “Affiliate Program” means Voodoo's affiliate programs available on our Sales Affiliate website at: https://voodoovideoclub.com/wp-content/plugins/wp-affiliate-platform/affiliates/login.php

1.4.                     “Affiliate Site" means the Affiliate's (Your) Internet site which displays Voodoo links and/or promotions.

1.5.                     "Voodoo" means products and services that are available for purchase through Voodoo websites including voodoovideomarketing.com, voodoovideoclub.com, videobrandcaster.com and any applicable subdomains.

1.6.                     "Canceled Purchase” means any purchase refunded, canceled, suspended or subject to chargeback.

1.7.                     “Commission Fees" or "Commissions" - Under the Affiliate Program, subject to the terms hereof, you will be paid a Commission Fee for each Qualified Purchase by a Referred User that you directly referred to Voodoo under and in accordance with this Agreement.

1.8.                     "Voodoo Marks" means, without limitation, Voodoo's trademarks, trade names, logos, copyrights, service marks, corporate names, and any other distinctive name or brand related to Voodoo, whether registered or not.

1.9.                     "Voodoo Site" means www.voodoovideomarketing.com, www.voodoovideoclub.com, www.videobrandcaster.com, any subdomains and/or any other website as may be added by Voodoo, at its sole discretion from time to time.

1.10.                "Fraudulent Traffic" – means any deposits or traffic generated at the Affiliate Site through illegal means or in bad faith to defraud Voodoo, regardless of whether it actually causes harm to Voodoo. Fraudulent Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the services, system, bonuses or promotions not approved by Voodoo, offers to share the Affiliate Fee, directly or indirectly, with user and any other unauthorized use of any third-party accounts, copyrights or trademarks.

1.11.                "Intellectual Property Rights" or "IPR" means without limitation copyrights, trademark   rights,  patent  rights,  trade  secrets,  moral  rights,  right  of publicity, author's right, contract and licensing rights, goodwill and all other intellectual property rights as may exist now/or hereafter come into existence and all renewals and extensions thereof, regardless such rights arise under the laws of the state of Israel or any other state, court and jurisdiction.

1.12.                "Prohibited Activity" means any activity that involves, facilitates, advocates or promotes one or more of the following: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age, national origin or disability; (b) libelous, defamatory, obscene, pornographic, sexually explicit or    abusive activities;

(c) gambling or illegal substances; (d) sedition or illegal activities; (e) false or misleading advertising; or (e) a conflict or violation of any law, rule, regulation or any intellectual property or other rights of any person, party or entity.

1.13.                "Qualified Purchase" means a purchase completed by a Referred User of a Voodoo product directly through Affiliate, which meets the criteria set forth in Section 4 hereof. Any purchase refunded, canceled, suspended or subject to chargeback will not be qualified as a Qualified Purchase, and shall be referred to as “Canceled Purchase”.

1.14.                "Referred User" means each new and unique User referred directly from Affiliate through a Link (defined in Section 2 below) provided by or approved by Voodoo, which meets the criteria set forth in Section 4 hereof, who has opened an account on the Voodoo Site.

1.15.                "Registration Form" means any and all order forms for enrollment, registration forms, or other signup or acceptance forms (whether online, paper, fax,  or otherwise) submitted by You in order to enroll into Voodoo's Affiliate Program, or, as applicable, the Referred User to make a Qualified Purchase.

1.16.                "Sponsored Link" means a link offered, created, or displayed for a fee or any commercial arrangement by any internet search engine, portal, sponsored advertising service or other search or referral service which uses search terms or key words to identify, draw attention to or direct internet traffic to an internet site.

1.17.                “Term” means the term of this Agreement as detailed in Section 12 herein.

1.18.                “Terms of Service” means Voodoo’s terms of service applicable to all users, as amended from time to time, available at http://info.voodooviral.com/contents/terms-conditions

1.19.                "Tracking System" means Voodoo unique and specific tracking mechanism that will allow Affiliate to track the traffic and users which arrive via the Affiliate’s activity (including but not limited to the Sales Affiliate Site).

 

2. Requirements

2.1           Enrollment in the Voodoo Sales Affiliate Network

To begin the enrollment process, you must submit complete the Affiliate Registration process. Voodoo has sole discretion whether to approve or reject your enrollment to the Voodoo Sales Affiliate Program.

If Voodoo agrees to enroll You in our Affiliate Program, at our sole discretion, we will make available a variety of banner graphics (also known as and referred to herein as “Banners”) and textual links (also known as and referred to herein as "Links" or, individually, a "Link"), which are subject to the terms and conditions hereof. The Banners and Links will serve to identify Your site as a member of the Voodoo Sales Affiliate Program and will establish a connection from Your site and/or e-mail to Ours. In utilizing the Banners and Links, You agree that You will cooperate with Us in full in order to establish and maintain such Banners and Links.

You also agree that You will display on Your site only those banners or textual images (indicating a Link) provided by Us or text messages expressly approved in advance and in writing by Voodoo. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred User's knowledge. Any information regarding Voodoo to be displayed on Your Site must be provided by Us and expressly approved by Us in writing in advance of any display.

 

2.2           All Banners and Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any refunds, credits or discounts, or other content concerning Voodoo, unless We have given You prior written permission in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Sales Affiliate Program using banners, links and coupon codes provided by Us. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in Us terminating your eligibility to be an Affiliate of Voodoo and disqualifying you from the Sales Affiliate program and/or withholding of Your Commissions.

 

3. Order Processing

We will process orders placed by Referred Users who followed the Links from your Site to Voodoo.com. We reserve the right, at our sole discretion, to reject orders that do not comply with all requirements under this Agreement and our Terms of Service. All aspects of order processing and fulfillment, including Voodoo service, cancellation, processing, refunds and payment processing will be Our responsibility. We will track the Qualified Purchases generated by Your Site and Affiliate Banners and Links will make this information available to you through our sales affiliate website. To permit accurate tracking, reporting, and Commission accrual, you must ensure that the Links between your Site and our website are properly formatted.

 

4. Commission  Determination

4.1    Under the Sales Affiliate Program, you will be paid a Commission Fee for each Qualified Purchase by a Referred User that you refer to Voodoo under the fee table set forth below and in accordance with the terms of this Agreement. Each Referred User and each Qualified Purchase must meet the following criteria (the "Criteria"):

4.1.1      Each Referred User must be a new and unique visitor to Voodoo.

4.1.2      Each affiliate must register by completing and submitting the Registration Form using a valid and unique email address, account and billing information.

4.1.3      Commission shall not be paid to the Affiliate for a Referred User that was already tracked through Voodoo's tracking system prior to visiting through the Affiliate.

4.1.4      Each Referred User must make a Qualified Purchase, and provide a valid payment for the purchased Voodoo product/s. To generate a Commission Fee for You, each Referred User must be an active, qualified User of Voodoo and must be up-to-date in all payments at the time the Commission Fees are processed and not have been subject to a refund, credit, cancellation, suspension or chargeback (these purchases shall be deducted from the Commission Fee as further detailed in Section 4.2.1 below).

4.1.5      Each Referred User must sign up in a manner, which in Our sole judgment, definitively establishes that the Referred User was referred for the first time directly from You to Voodoo under this Agreement based on our Tracking System.

4.1.6      Each Referred User must remain in compliance with our Terms and Service, and all applicable policies and guidelines of Voodoo that are applicable at the time the Commission Fees are processed.

4.1.7      Commission Fees may not be paid for the Qualified Purchase if the Referred User received a refund or credit from Voodoo or the Affiliate.

4.1.8      Voodoo reserves the right to withhold initial Commission Fees for Affiliates who are new to the Affiliate program, or who have commissions that are potentially fraudulent as determined by Voodoo at its sole discretion, to determine the legitimacy and cancellation rates of Referred Users.

4.1.9      Voodoo reserves the right to suspend payment of Commission Fees at any  time and indefinitely, if it suspects fraud or Fraudulent Traffic, improper activity or a potential breach of any of the terms in this Agreement by the Affiliate or a Referred User(s). Voodoo reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled Voodoo purchases. Where no subsequent Commission Fee is due and owing, Voodoo will send Affiliate a bill for the balance of such Commission set off upon termination of the Affiliate Program or termination of the Referred User.

4.1.10   Voodoo, at its sole discretion, reserves the right to withhold indefinitely any Commission Fee, and/or to reverse, deny or reject any Commission Fee, and/or to deny or reject any Affiliate account, and/or terminate this Agreement immediately, for:

(i)             Any account/sale which has not been in an approved status in good standing as an account of Voodoo for a period of at least thirty (30) days.

(ii)           All commissions generated for accounts that may be subject to Fraudulent Traffic.

(iii)         Any orders deemed to be fraudulent or for which We see a pattern of potentially fraudulent activity, including, without limitation, where there are multiple accounts from the same User, or referral of accounts which do not comply with this Agreement.

(iv)         Altering Our Links in any way.

Affiliates whom we believe may be artificially submitting Referred Users or charging double commissions, using false advertising, using marketing practices that we deem to be unethical or likely to attract fraudulent signups and/or signups with a very low likelihood of renewal.

(v)           Any direct referral to Voodoo sites, or the use of “Voodoo” as a key-word in search engines, including, without limitations, Google, Bing, Yahoo etc.

(vi)         Any use of misleading sites, or accounts in social media.

 

4.2    Commission Fee Accrual and Payments

4.2.1   Subject to the terms of this Agreement, Voodoo will pay a Commission Fee equal to the specified percentage in accordance with the Commission Table below with respect to Qualified Purchases, less any Canceled Purchases. Commission Fees will be processed 30 days after the end of the month in which they accrued as set forth below, provided that Affiliate issues an invoice within 10 days from the end of that calendar month.

4.2.2   Commissions will accrue and only become payable once (i) you provide all relevant tax and address information pursuant to Section 6 below; and (ii) Commissions accrue to a minimum of $50 (the "Commission Threshold") based on commissions tracked through Voodoo’s Sales Affiliate tracking system.

 

4.2.3   Commission Fees

The Voodoo Sales Affiliates program offers commissions of 20% for every Qualified User, as described herein. Voodoo reserves the right to change the commission percentage at any time with 10 Days notice.

  

4.2.4   Payment Forms/Types

Commission Fees shall be paid based on the current information in Your Affiliate profile. It is your responsibility to notify us promptly of any change in your address or other information by updating Your profile information. Payment shall be made within 30 days of the end of the applicable calendar month for Commission due for such month.

5. Disputes

Affiliate has access to Voodoo's real-time Affiliate Program statistics and activity and specifically agrees to file any tracking or commission disputes as well as any other disputes and discrepancies within 10 days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after more than 10 days of the date on which the Qualified Purchase occurred will not be accepted by Voodoo and Affiliate forfeits forever any rights to a potential claim.

6. Taxes/Address Changes

6.1                       It is Your responsibility to provide Voodoo with accurate tax and payment information that is necessary to issue a Commission Fee to You.

6.2                       You are responsible for the payment of all applicable taxes related to the commissions you receive under this Agreement.

6.3                       You are responsible for informing Voodoo of changes to postal and e-mail addresses,  as well as any changes to your name, email address, contact information, tax identification number, or other personal information that will impact Voodoo's ability to issue a valid Commission payment.

 

7. Obligations Regarding Your Site(s)

You will be solely responsible for the development, operation, and maintenance of Your site(s), for all materials that appear on Your site, and for any other promotional tools or vehicles you may deploy to send traffic to Voodoo sites. Such responsibilities include, but are not limited to, the technical operation of Your site and all related equipment; content, descriptions, and references on Your site and linking those descriptions to Our website; the accuracy and propriety of materials posted on Your site (including, but not limited to, all materials related to Voodoo products); ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters and You shall indemnify Us for any and all claims, losses, suits, demands liabilities, costs or expenses howsoever arising due to any misappropriation, infringement of a third party right or violation of any of your undertaking or warranties set forth in this Section 7.

You further represent, warrant, covenant and agree that You will not use the Voodoo products or Our websites to engage in or promote any Prohibited Activity and undertake to comply will all state and federal laws, rules and regulation applicable to the operation of Your business. 

 

8. Voodoo Responsibilities

We will be responsible for providing all information necessary to allow You to make appropriate Links from Your site to Our site. Voodoo will be solely responsible for order processing of orders/Qualified Purchases placed by a Referred User via a Banner or Link from Your site, including but not limited to payment processing, cancellations, refunds and related Voodoo service. Voodoo shall also be responsible for tracking the volume and amount of Qualified Purchases generated by Your site, and for providing information to Affiliates regarding Qualified Purchases statistics.

 

9. Policies and Pricing

Referred Users who purchase Voodoo products through the Sales Affiliate Network will be deemed to be Our Users. Accordingly, all of Our rules, policies, and operating procedures concerning Voodoo  orders,  Voodoo service, and Voodoo product sales will apply to those Users.

 

10. E-mails and Publicity

You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM"). Any email communication sent will be coordinated in writing with Voodoo including dates and amounts of emails to be sent. Voodoo, at its sole discretion, reserves the right to reject each and every electronic mailing suggestion. The content of any e-mail message shall be subject to Section 11 below. Additionally, You may only send e-mails containing a Voodoo Affiliate link and or a message regarding Voodoo products or Voodoo's Affiliate Program to person(s) who have been previously contacted and who have consented to receipt of e-mails from or containing information about Voodoo products and/or information about the Voodoo Sales Affiliate program. Failure by You to abide by this section, CAN-SPAM Act of 2003 or our Anti-Spam Policy, in any manner, will be deemed a material breach of this Agreement by You and foreclose any and all rights you may have to commissions. In addition, if your account has excessive clicks in a very short period of time as determined by Voodoo at its sole discretion, the Affiliate relationship may be terminated.

 

11. Licenses and Use of the Voodoo Marks

11.1                    Subject to the limitations set forth in Section 2 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable limited license to (i) access the Voodoo sites through the Banners and Links solely in accordance with the terms of this Agreement; and (ii) solely in connection with such Banners and Links, to use the Voodoo Marks (but only in the form(s) that they are provided by Us), for the sole purpose of promoting Voodoo Products and/or Voodoo Site, and as approved in advance by Us. You may not alter, modify, or change the Voodoo Marks in any way.

11.2                    You shall not make any specific use of any Voodoo Marks for purposes other than promoting Voodoo Products and/or Voodoo Sites, without first submitting a sample to Us and obtaining the express prior written consent of Your Voodoo account executive, which consent shall not be unreasonably withheld. You agree not to use the Voodoo Marks in any manner that is disparaging or that otherwise portrays Voodoo, any user of Voodoo or any Voodoo employee or representative in a negative light. We reserve all rights in the Voodoo Marks and all of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement. You grant to Us a non-exclusive, royalty free, worldwide license to utilize Your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.

 

12. Term and Termination

12.1                    The Term of this Agreement will commence upon Our acceptance of Your  application to enroll to our Affiliate Program and acceptance of Your Registration Form and will end when terminated by either party. Notwithstanding section 4.1.10 above, either You or Voodoo may terminate this Agreement at any time, with or without cause, with 14 days prior written notice. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term, and  Commission Fees earned through the date of termination will remain payable only if the orders for the related Voodoo Products are not cancelled and comply with all Terms stipulated in this Agreement. We may withhold Your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Users are legitimate as determined by Voodoo at its sole discretion.

12.2                    Any Affiliate who violates either this Agreement or Voodoo's Terms of Service will immediately forfeit any right to any and all accrued Commissions Fees and will be removed from the Voodoo Sales Affiliate Program.

12.3                    Voodoo reserves the right to remove an Affiliate from the Sales Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, at Voodoo's sole discretion.

12.4                    Without limitation, Affiliate's participation in the Program, and this Agreement, shall be deemed automatically terminated and all commissions forfeited upon Affiliate's violation of any of the terms of this Agreement, Voodoo’s Terms of Service or of any applicable law or regulation.

 

13. Disclaimers

13.1                    Voodoo makes no express or implied warranties or representations with respect to the Sales Affiliate Program, Voodoo sites or any Voodoo products sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, We make no representation that the operation of the Voodoo products will be uninterrupted or error free, and We will not be liable for the consequences of any interruptions or errors, including the tracking of information about Referred Users during the period of interruption. YOU USE OUR SITES, THE PROGRAM AND OUR SERVICES AT YOUR SOLE RISK AND AT YOUR OWN FREE WILL. VOODOO MAKES NO REPRESENTATIONS AS TO ANY OF THE USER-GENERATED CONTENT OR OTHER INFORMATION FOUND ON VOODOO SITES. THE AFFILIATE PROGRAM AND OUR PRODUCTS, AS WELL AS ALL MATERIALS ON VOODOO'S SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE.

13.2                    YOU ACKNOWLEDGE THAT VOODOO IS NOT LIABLE FOR THE DEFAMATORY,  OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE PROGRAM, OUR SERVICES OR VOODOO SITES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. VOODOO MAKES NO WARRANTY AND DISCLAIMS ALL LIABILITY REGARDING THE COMPLETENESS, ACCURACY, CONSISTENCY OR SECURITY OF VOODOO SITES AND VOODOO PRODUCTS. WE ARE NOT RESPONSIBLE OR LIABLE FOR HARM THAT RESULTS FROM YOUR ENROLLMENT IN THE SALES AFFILAITE PROGRAM, OR USE OF VOODOO PRODUCTS, SITES OR ANY SERVICE PROVIDED THEREIN.

13.3                    Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes the entire cost and liability for such damage or loss.

 

14. Limitation of Liability

VOODOO, ITS SUBSIDIARIES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS WILL NOT, UNDER ANY CIRCUMSTANCE, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR  DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SALES AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, VOODOO, ITS SUBSIDIARIES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS WILL NOT BE HELD LIABLE FOR ANY LOSSES OF ANY KIND THAT MAY RESULT DUE TO DOWNTIME AND/OR THE AVAILABILITY OF THE VOODOO SITES OR THE SALES AFFILIATE PROGRAM AND/OR ANY OTHER THIRD-PARTY DOWN TIME.

 

IN ANY EVENT, VOODOO'S AGGREGATE TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

 

15. Relationship of the Parties

You and Voodoo 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.

 

16. Representations  and Warranties

You hereby undertake, represent and warrant to us as follows:

(i)              This Agreement has been duly and validly executed and accepted by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.

(ii)            The execution and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby  will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.

(iii)           You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument  applicable  to  You  or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

(iv)           No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.

(v)             There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any Affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.

(vi)           During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of Our Terms of Service or Acceptable Use Policy.

(vii)          You are at least eighteen (18) years of age.

(viii)        You are not engaged in any Prohibited Activity.

(ix)           Each Referred User and each Qualifying Purchase referred or submitted by You to Us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.

(x)             You shall not use, procure, bid on or otherwise arrange for a sponsored Link which uses or includes any of the Voodoo Marks.

(xi)           You undertake, directly and in any indirect manner, not to register, procure or use any Internet domain name that includes any of the Voodoo Marks or any variations or names similar to any of the Voodoo Marks.

 

17. Indemnification

You hereby agree to indemnify and hold harmless Us and Our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, (iii) any claim related to Your site, including, without limitation, its  development,  operation, maintenance and content therein not attributable to Us or (iv) Affiliate engaging in any Prohibited Activity.

 

18. Confidentiality

Each of the parties here to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Voodoo and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

19. Independent Investigation

Your application submission acknowledges that you have read this agreement and agree to be bound by all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit Voodoo relationships on terms that may differ from those contained in this agreement. we may also solicit Voodoo relationships with entities that operate websites that are similar to or compete with Your website. You have independently evaluated the desirability of participating in the Voodoo Sales Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

 

20. Governing Law & Other Terms

20.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

20.2 Voodoo and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

20.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Voodoo in any respect whatsoever.

20.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.

20.5 The Agreement shall be governed by the laws of the State of California, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Orange County, California.


YOUR APPROVAL OF THIS AGREEMENT AND COMPLETION OF THE SALES AFFILIATE PROGRAM REGISTRATIONINDICATES YOUR INTENT TO BECOME A VOODOO SALES AFFILIATE, , SUBMITTING PROPOSED REFERRED USERS OR QUALIFYING PURCHASES TO US UNDER OUR AFFILIATE PROGRAM AND/OR BY COLLECTING COMMISSION FEES FROM US. 


YOUR PARTICIPATION IN THE PROGRAM AND USE OF VOODOO BANNERS AND LINKS CONFIRMS YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE ABOVE AGREEMENT, TERMS AND CONDITIONS. 

 

©2007-2017 VOODOO LLC

Revised October 2017