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SOCIETY6 AFFILIATE AGREEMENT
This Society6 Affiliate Agreement (this "Agreement") is made and entered into by and between Demand Media, Inc., a Delaware corporation ("Society6" or
"we"), and you ("Affiliate" or "you"). If you are entering into this Agreement on behalf of a company or other entity, you represent that you are the
employee or agent of such company (or other entity) and you have the authority to enter into this Agreement on behalf of such company (or other entity).
This Agreement will begin upon acceptance as described below ("Effective Date"). By participating in the Affiliate Program (defined below), you agree to
Affiliate Guidelines (defined below), both of which are incorporated herein by reference.
By clicking on the "Submit" or similar button (or by accepting this Agreement through such other means which we may make available), you represent and
warrant that you are at least 18 years of age as of the Effective Date, and you acknowledge that you have read, understood and agree to be bound by all of
the terms and conditions set forth below.
, Society6 is in the business of operating a website located at www.society6.com that allows its members to upload
and offer images and other artistic creations for sale as a variety of products (the "Society6 Website");
, Affiliate owns and operates, or has the right to place the Affiliate Link on, one or more websites or other distribution platforms (including but not
limited to electronic mail and downloadable applications) ("Affiliate Website");
, Affiliate wishes to direct users of the Affiliate Website ("Affiliate Customers") to the Society6 Website using a unique URL provided by Society6
("Affiliate Link"); and
, the parties wish for the Affiliate to receive compensation for certain purchases made by Affiliate Customers via the Society6 Website ("Affiliate
, in consideration of the promises and the mutual covenants, agreements and warranties herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1.1. "Affiliate Marks" means Affiliate's trade names, trademarks, service marks, trade dress, logos, other branding elements, and any and all other
intellectual property and intangible assets used by Affiliate in identifying its business.
1.2. "Society6 Products" means the products and services available for purchase through the Society6 Website as described in the Affiliate
guidelines on the Society6 Website, as may be updated from time to time (the "Affiliate Guidelines").
1.3. "Society6 Marks" means Society6's trade names, trademarks, service marks, trade dress, logos, other branding elements, and any and all other
intellectual property used by Society6 in identifying its business.
1.4. "Net Revenue" means the total revenue received on an order excluding shipping, packaging, handling and gift-wrapping fees, taxes, service
charges, rebates, credit card processing fees, discounts, returns, chargebacks, third-party fees, and bad debt.
1.5. "Qualifying Purchase" means any order (other than from Affiliate's own Society6 "shop," as further described in the Affiliate Guidelines) on
which Society6 has received and processed payment in connection with an Affiliate's Valid Referrals, as described further in Section 3 below.
To participate in the Affiliate Program, you must be a registered member of Society6. Wholesale partners are not eligible to participate in the Affiliate
Program. Residents of the following states are not eligible to participate in the Affiliate Program: Arkansas, Connecticut, Georgia, Kansas, Maine,
Minnesota, Missouri, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, and Vermont ("Restricted States"). In addition, if at any time
following your enrollment in the Affiliate Program you become a resident of one of the Restricted States, you will become ineligible to participate in the
Affiliate Program, and this Agreement will automatically terminate on the date you establish residency in that Restricted State. In addition, you must
promptly notify us in writing of your residency in that Restricted State.
As a participant in Society6's Affiliate Program, Affiliate will be entitled to receive a commission on Net Revenue from Qualifying Purchases made by
Affiliate Customers that Affiliate refers directly to the Society6 Website through the Affiliate Link in compliance with the terms hereunder, provided we
can track such referrals and there is no intervening referral from another participating affiliate preceding the applicable Qualifying Purchase, and
subject to any cookie expiration or deletion, or other referral limitations (e.g., time-based, minimum accruals) set forth in the Affiliate Guidelines
("Valid Referrals"). The applicable commission, and any limits applicable thereto, will be set forth in the Affiliate Guidelines, or as otherwise agreed
between you and us (including via email), and are subject to change from time to time in our discretion. Unless otherwise set forth in the Affiliate
Guidelines, commissions normally will be computed within approximately sixty days following the full calendar month after the Qualifying Purchase was
completed, and paid via the PayPal account you provide upon signup (or such other payment method made available by us). Any returns, refunds, chargebacks,
and fraudulent payments of Qualifying Purchases will be deducted or withheld from Affiliate's commission payment, or offset against future commission
payments. No commissions will be due on any Qualifying Purchase: (i) generated through, or otherwise associated with, a violation of this Agreement; (ii)
resulting from fraudulent, incentivized or repetitive clicks, impressions or other actions, including leads, clicks, impressions or other traffic generated
through the use of robots or other automated query tools, computer generated search requests, or other automated, deceptive or invalid means, including
through repeated manual clicks or the use of unauthorized search engine optimization services and/or software; (iii) that is not correctly tracked or
reported because the Affiliate Link was not properly formatted; (iv) purchased for resale or commercial use of any kind; (v) purchased after suspension or
termination of your participation in the Affiliate Program; or (vi) that is canceled or returned. We reserve the right to delay payment if we suspect
Qualifying Purchases meeting the foregoing criteria for nonpayment. Our measurements are the definitive measurements under the Agreement and will be used
to calculate any payments due under the Agreement. You acknowledge that reporting of Qualifying Purchases and commissions may be delayed, inaccurate or
otherwise subject to change, and adjustments may be made on a case-by-case basis after initial reporting. In the event adjustments are made following
payment for the applicable commission, we may offset future payments, or elect to receive a refund, in the amount paid for commissions subject to the
adjustments. Any disputes about commissions must be submitted to us in writing within ninety days of the date you earned such commissions; otherwise, you
waive such dispute and our determination will be final and not subject to challenge.
4. Inactive Accounts.
If we close your account but are unable to refund any remaining balance using your contact
information on file with us, we will dispose of the balance pursuant to the Agreement and our policies and procedures. If we request tax information from
you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your commissions until you provide this
information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
(a) We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to display the Affiliate Link on the Affiliate Website
(provided you comply with the first sentence of Section 8 below), solely in accordance with the terms of this Agreement. The Affiliate Link may only be
modified and/or expanded with our prior written consent. Additionally, we grant you a limited, revocable, non-exclusive, non-transferable,
non-sublicensable license to use certain Society6 Marks as set forth in the Affiliate Guidelines for the sole purpose of promoting Society6 Products on the
Affiliate Website. You will not use any other Society6 Marks or Society6 intellectual property without our prior written consent, and you will not modify
any graphic image or text from the Society6 Website. From time to time, we may ask you to modify or exclude any Society6 Mark or other Society6 content
from the Affiliate Website and you will use commercially reasonable efforts to promptly accommodate the request.
(b) You grant us a non-exclusive license to utilize Affiliate Marks, at our discretion, for the purpose of advertising, marketing and promoting the
Affiliate Program (including your participation therein), the Society6 Website and Society6 Products. You represent and warrant that: (i) you have all
necessary rights to participate in the Affiliate Program as described in this Agreement and to use and license Affiliate Marks; and (ii) the Affiliate
Marks and Affiliate Website will not violate any applicable laws or third-party rights, including but not limited to any right of privacy, publicity, trade
secrets, patents, copyrights or trademarks under the laws of any governmental authority, domestic or foreign, or any other right of any third party.
6. Reservation of Rights; Submissions.
Other than the limited license(s) expressly set forth in this Agreement, we reserve all proprietary rights to the Affiliate Program, Society6 Marks,
Society6 Website, Affiliate Link, and any other Society6 content. If you provide us with suggestions, reviews, data, images, text, or other information or
content in connection with the Affiliate Program (collectively, your "Submission"), you hereby assign to us all right, title, and interest in and to your
Submission and grant us (even if you have designated your Submission as confidential) a perpetual, paid-up, royalty-free, nonexclusive, worldwide,
irrevocable, transferable right and license to (a) use, exploit, reproduce, perform, display, and distribute your Submission in any manner via any medium;
(b) adapt, modify, re-format, and create derivative works of your Submission for any purpose; (c) use and publish your name in the form of a credit in
conjunction with your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or
entity. Additionally, you hereby warrant that: (i) your Submission is your original work, or you obtained your Submission in a lawful manner; and (ii) our
and our sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. You
agree to provide us such assistance as we may require to document, perfect or maintain our rights in and to your Submission. We reserve the right to
modify, suspend or discontinue offering the Affiliate Program or any part thereof. We may in our discretion provide free incentives, credits and/or
discounts, including in connection with contests, promotions, or donations.
7. Affiliate Obligations:
In performing under this Agreement, you will:
(a) comply with all applicable laws, ordinances, rules, regulations, orders, licenses, third-party rights, permits, judgments, decisions, and other
requirements of any governmental authority that has jurisdiction over you, including laws (federal, state or otherwise) that govern marketing email (e.g.,
the CAN-SPAM Act of 2003);
(b) not use Society6 Marks or include any link to the Society6 Website (including the Affiliate Link) in any form of unsolicited communication, including
but not limited to unsolicited email (spam);
(c) not use Society6 Marks, the Society6 Website, Affiliate Link or any other Society6 content except as expressly authorized herein or in advance by us in
(d) not create, publish, distribute or permit any advertising off the Affiliate Website (including but not limited to search engine marketing) in reference
to Society6 Marks or Society6 Products, except as may have been otherwise agreed in writing between you and us;
(e) adhere to the following online advertising policy with respect to driving traffic to the Affiliate Website:
a. You will not bid on keywords associated with Society6 Marks (e.g., "Society6"), including but not limited to any variations, misspellings, combinations,
and/or lower case variants of such keywords with or without the "www" prefix or ".com" suffix;
b. You will not use Society6 Marks in your ad, suggest in any manner that your ad is associated with or sponsored by us, or reference any pricing, discount
or promotion associated with any Society6 Product, unless pre-approved by us in writing;
c. You will not use links in your ads that redirect the user to the Society6 Website, unless pre-approved by us in writing;
d. You will not use Society6.com (or any variations or subdomains thereof) for any display or destination URL associated with your ad;
e. Your ads will not be misleading in any manner;
(f) not provide incentivized traffic, where offers with incentives or the appearance of incentives are used to generate leads to the Society6 Website;
(g) not include the Affiliate Link in, or otherwise promote Society6 Products: (i) adjacent to any content (1) that promotes or contains libelous or
defamatory materials, false or deceptive materials, hate speech, pornography or sexually explicit materials, violence, the use of firearms, prescription
drugs, alcohol or tobacco, or discrimination of a protected group (whether based on race, color, sex, religion, nationality, disability, sexual
orientation, age or similar category), (2) associated with any illegal activity (including gambling and trafficking or use of illegal substances), (3) that
contains obscene language, violates any intellectual property rights, is invasive of another's privacy or other third-party rights, is threatening, abusive
or harassing, or falls within any other prohibited categories stated on the applicable IO; (ii) adjacent to any other content or subject matter specified
by us to you with at least 48 hours prior written notice; (iii) on any Affiliate Website designated by us; (iv) on any Affiliate Website directed toward
children under 13 years of age; (v) on any Affiliate Website or that contains, links to, uses or otherwise transmits or causes the downloading of any
malware, viruses, worms, Trojan horses, adware, spyware, or other harmful code or programs for any purpose, including search hijacking or browser URL
hijacking to drive traffic to such Affiliate Website; (vi) on any Affiliate Website that uses BOTNET or other automated or manual means of generating
fraudulent traffic, clicks, impressions or other actions; (vii) on any Affiliate Website that promotes, facilitates or enables the illegal downloading of
videos, music and other copyrighted material, (e.g., P2P/BitTorrent/MP3 tracking and indexing apps, "linking" or "leeching" apps, ROMs, "warez," emulators,
hacks, "phreaks," "cracks," or ripping software for illegally circumventing DRM or other copy protection devices); (viii) on or within any pop-up or
pop-under windows, iframes or masked URLs; and (ix) on or within any downloadable applications that do not comply with the standards set forth in the
Truste Trusted Download Program Requirements currently at
(h) use the Affiliate Link, and any other platforms, applications, software, code, tracking tags, credentials or other materials made available by us in
connection with the Affiliate Program (collectively the "Application"), only as instructed by us and will not (and will not permit any third party to),
directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms;
(ii) modify, translate, or create derivative works of the Application; (iii) install, sublicense, rent, lease, distribute, sell, resell, assign, or
otherwise transfer, permit or facilitate access and use of the Application to any third party, except as may be expressly authorized by us in writing; (iv)
remove any proprietary notices, trademarks, or labels contained on or within the Application or any graphical representation thereof; or (v) interfere or
attempt to interfere with the proper working of the Application or otherwise introduce harmful or malicious code to the Application.
(i) not register or use any domain names containing "Society6" or any other Society6 trademark, or any string that in our judgment is confusingly similar
to any Society6 trademark.
We will not pay commissions on any transactions associated with a violation of this Agreement, including but not limited to any violation of the Affiliate
obligations set forth in this Section 7. Failure to follow any of the obligations in this Agreement may result in a written warning, the withholding of
commissions earned hereunder, or the immediate suspension or termination of your participation in the Affiliate Program, in our sole discretion. You are
responsible for the activities of your employees, agents, contractors and partners in connection with your participation in the Affiliate Program, and any
violations thereof by any of them will constitute a violation by you.
8. Your Site and Information.
You represent, warrant and covenant that you own and operate, or have the right to place the Affiliate Link on, the Affiliate Website(s). We are not
responsible for any aspect of any Affiliate Website(s) or any third-party website or distribution platform. You will ensure that all information associated
with your Affiliate Program account (e.g., email address, contact and payment method information) is, and will be updated to remain, complete, accurate,
and up-to-date, and you authorize us to update (in our discretion) your payment method information with data we obtain from your financial institution or
payment processor. We may send notifications (if any), approvals (if any), and other communications relating to the Affiliate Program and this Agreement to
the email address then-currently associated with your Affiliate Program account. You will be deemed to have received all notifications, approvals, and
other communications sent to that email address, even if the email address associated with your account is no longer current. You are responsible for and
must pay all expenses which are incidental to your participation in the Affiliate Program, including, but not limited to, compensation of your vendors,
partners, employees and contractors; costs of developing, accessing, maintaining, promoting and operating the Affiliate Website; programming costs; and
creating, producing, revising or distributing any marketing materials. You assume sole responsibility for any debts or liabilities that may be incurred by
you in operating your business and fulfilling the terms of this Agreement.
9. Independent Business.
You and we are independent contractors. Nothing in this Agreement will create any employment, franchise, sales representative, or agency relationship
between you and us. Neither party will have the authority to enter into contracts, assume or create any liability or make agreements of any nature
whatsoever for, in the name of, or on behalf of, the other party. You will not issue any press release with respect to this Agreement or your participation
in the Affiliate Program. You will not misrepresent or embellish the relationship between us and you. Any Affiliate Customer that follows the Affiliate
Link from the Affiliate Website to the Society6 Website, upon arrival and use of the Society6 Website, will be deemed to be a customer of Society6.
Accordingly, we will be responsible for all aspects of order processing and fulfillment of the Society6 Products. Society6 rules, prices, policies and
operating procedures will apply to all sales of Society6 Products, including but not limited to Qualifying Purchases, and we may change them at any time in
our discretion. We also expressly reserve the right to reject any order, in our discretion. Each party will be responsible for any taxes it incurs in
connection with the transactions contemplated under this Agreement, and any such taxes will be the financial responsibility of the party obligated to pay
those taxes as determined by applicable law.
10. Term and Termination.
Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination, and we may suspend,
limit or modify your participation in the Affiliate Program or part thereof without notice. Notice by e-mail, to the address associated with your Affiliate
Program account, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of
this Agreement, you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is
terminated for any other reason, you are only eligible to earn commissions on Qualifying Purchases occurring during the term of the Agreement, and
commissions earned through the date of termination will remain payable only if the related Qualifying Purchases are not canceled or returned. We reserve
the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon any termination of this Agreement, any and
all licenses hereunder will automatically terminate and you will immediately stop using the Affiliate Link and Society6 Marks and promptly remove from all
Affiliate Website(s) any content or materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with
the Affiliate Program. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement (e.g.,
confidentiality, indemnification, limitation of liability, miscellaneous, etc.) will survive termination of this Agreement to the extent that and as long
as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.
We may modify any of the terms and conditions contained in this Agreement (and any Affiliate Guidelines) at any time and in our sole discretion by posting
a change notice, revised agreement, or revised Affiliate Guidelines on the Society6 Website or by sending notice of such modification to you by email to
the email address then-currently associated with your Affiliate Program account (any such change by email will be effective on the date specified in such
email). Modifications may include, for example, changes to the payment schedule, commission rates, qualifications and limitations, participation
requirements, payment procedures, and other Affiliate Program requirements or processes. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS
TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR
POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED AFFILIATE GUIDELINES ON THE SOCIETY6 WEBSITE, OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING
SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
"Confidential Information" means all non-public information of a Party, in whatever form, written or verbal, pertaining to the business of such Party,
including without limitation documentation and materials that the Party disclosing such information (the "Disclosing Party") designates as being
confidential when disclosing such information to the other party (the "Receiving Party"), or which, under the circumstances of disclosure, ought to
be treated as confidential by the Receiving Party, and shall include any such information relating to the Disclosing Party's parent, subsidiaries, and
affiliates. For the avoidance of doubt, any modifications to this Agreement or the Affiliate Guidelines made specifically with respect to your
participation in the Affiliate Program are our Confidential Information. Confidential Information does not include information or data which is: (i) known
to the Receiving Party prior to its receipt from the Disclosing Party without a limitation or obligation of confidentiality under another agreement; (ii)
independently developed by the Receiving Party without use of any Confidential Information; (iii) in the public domain at the time the Receiving Party
seeks to disclose or make use of it, other than as a result of disclosure by the Receiving Party; or (iv) received by the Receiving Party from a third
party with a legal or contractual right to disclose such information or data. The Receiving Party agrees that it shall not use or disclose the Confidential
Information of the Disclosing Party except in connection with the exercise of its rights or the performance of its obligations hereunder. The Receiving
Party agrees not to disclose Confidential Information of the Disclosing Party to any person other than its employees, agents or independent contractors who
have a need to know the same in connection with performance of this Agreement, and who are under obligations of confidentiality substantially similar to
this Section. The Receiving Party agrees it shall protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner
that it protects the confidentiality of its own proprietary and confidential information of like kind, but in any case with not less than reasonable care.
All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed by the Receiving Party promptly following
the termination of this Agreement (excluding Confidential Information that may be retained in the Receiving Party's backup servers). Notwithstanding the
foregoing, the Receiving Party shall not be in violation of this Section with regard to a disclosure of Confidential Information by the Receiving Party
that is required to be disclosed pursuant to a valid order by a court or other governmental body or by applicable law or by the rules of any nationally
recognized stock exchange.
13. Limitation of Liability:
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR
DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE AFFILIATE PROGRAM, AFFILIATE GUIDELINES, THE SOCIETY6 WEBSITE, THE SOCIETY6 PRODUCTS, OR THE AFFILIATE
LINK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT AND THE
AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL OUTSTANDING COMMISSIONS PAYABLE TO YOU UNDER THIS AGREEMENT AS OF THE DATE ON WHICH THE EVENT GIVING RISE TO
THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
THE AFFILIATE PROGRAM, THE SOCIETY6 WEBSITE, THE SOCIETY6 PRODUCTS, AFFILIATE LINK, AFFILIATE GUIDELINES, SOCIETY6 MARKS, AND ALL TECHNOLOGY, SOFTWARE,
FEATURES, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN
CONNECTION WITH THE AFFILIATE PROGRAM (COLLECTIVELY THE "AFFILIATE PROGRAM OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR
LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE AFFILIATE PROGRAM
OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE AFFILIATE
PROGRAM OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET
ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY AFFILIATE PROGRAM OFFERING, OR MAY
CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY AFFILIATE PROGRAM OFFERING, AT ANY TIME IN OUR DISCRETION. NEITHER WE NOR ANY OF OUR
AFFILIATES OR LICENSORS WARRANT THAT THE AFFILIATE PROGRAM OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY
PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE
RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR
ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, ANY AFFILIATE SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR
INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE AFFILIATE PROGRAM OR THE SOCIETY6 WEBSITE WILL CREATE ANY WARRANTY
NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT,
OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS,
EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE AFFILIATE PROGRAM, OR (Z) ANY TERMINATION OF THIS
AGREEMENT OR YOUR PARTICIPATION IN THE AFFILIATE PROGRAM.
You agree to defend, indemnify and hold harmless Society6 and its affiliates, directors, officers, employees and agents (each, an "Indemnified Party")
against any loss, liability, damage or expense arising out of or related to any claim, expense, loss, action, proceeding, demand, settlement, or judgment
arising out of or in connection with: (a) your breach of this Agreement or Affiliate Guidelines; (b) your violation of applicable law or third-party
rights; (c) your participation in the Affiliate Program and all activities hereunder associated with your Affiliate Program account; (d) the Affiliate
Website(s) or any content or materials that appear on or within the Affiliate Website(s); (e) the Affiliate Marks and our use thereof pursuant to this
Agreement; (f) any advertising or marketing by you to drive traffic to the Affiliate Website(s) or Society6 Website; (g) your negligence or misconduct; and
(h) any claim that we are obligated to pay any taxes in connection with any payment made to you pursuant to this Agreement ((a)-(h) collectively,
"Claims"). Should any Claim give rise to a duty of indemnification under this section, the Indemnified Party shall promptly notify you and will cooperate
with you at your expense in the defense of such Claim. The Indemnified Party will be entitled, at its own expense, to participate in the defense of such
Claim. Should any Claim give rise to a duty of indemnification, you are obligated to participate in the defense of such Claim if requested to do so by the
Indemnified Party. Participation in the defense shall not waive or reduce any of your obligations to indemnify or hold the Indemnified Party harmless. You
will not acquiesce to any judgment or settle any Claim without the Indemnified Party's prior written consent, and you will indemnify for any reasonable
attorneys' fees or other costs incurred by an Indemnified Party in investigating or enforcing this section.
Any dispute relating in any way to the Affiliate Program or this Agreement will be resolved by binding arbitration, rather than in court, except that you
may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of
California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the
same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a
court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our designated agent,
Corporation Service Company, 2710 Gateway Oaks Drive, Suite 150N, Sacramento, CA 95833. The arbitration will be conducted by the American Arbitration
Association ("AAA") under its rules. The AAA's rules are currently available at www.adr.org. Payment of all filing, administration and arbitrator fees will
be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county
where you live (unless you live outside the United States, in which case the arbitration must be conducted in New York, New York or Los Angeles,
California) or at another mutually-agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and
not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a
The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all
proposals, representations, claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written
and oral, regarding the subject matter contained herein. No terms or conditions other than those set forth in this Agreement, the Society6 Terms of
Service, and Affiliate Guidelines will be binding on us unless expressly agreed to in writing by us. If there is a conflict between this Agreement, the
Society6 Terms of Service, and any Affiliate Guidelines, the conflict will be resolved according to the following order of precedence: (1) this Agreement,
(2) the Society6 Terms of Service, and (3) Affiliate Guidelines. Notwithstanding the foregoing, the Affiliate Guidelines may amend this Agreement only if
the amended terms contained in such Affiliate Guidelines specifically identify the provision(s) of this Agreement they amend. Only a written instrument
specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s)
of the Agreement. No waiver by you or us of a breach of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of
the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of
the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar economic effect. Neither we nor you will
have any liability under the Agreement by reason of any failure or delay in the performance of our or your obligations on account of strikes, shortages,
riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God,
war, governmental action, or any cause that is beyond our or your reasonable control. You may not assign, sublicense, or transfer the Agreement or any
right or duty under the Agreement. Any assignment, transfer, or attempted assignment or transfer in violation hereof will be void and of no force or
effect. We and our subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time the Agreement, or the rights or
obligations hereunder, in whole or in part, to any person or entity such as to our affiliate(s). The Affiliate Program and Society6 Website are proprietary
to us and are protected by the applicable state, federal, and international intellectual property laws and we retain all rights, title, and interests in
the Affiliate Program and Society6 Website, together with all derivative works, modifications, enhancements, and upgrades. Any rights not expressly granted
in the Agreement are reserved by you or us, as applicable, and all implied licenses are disclaimed. As used in the Agreement, the word "including" is a
term of enlargement meaning "including without limitation" and does not denote exclusivity, and the words "will," "shall," and "must" are deemed to be
equivalent and denote a mandatory obligation or prohibition, as applicable. We may give notices to you by posting on the applicable Society6 Website, or by
email to the address associated with your Affiliate Program account. You must ensure that your contact and account information is current and correct, and
promptly notify us in writing of any changes to such information. You will send all notices to us via recognized overnight courier or certified mail,
return receipt requested, to: Society6, Attn: Legal Department, 1655 26th Street, Santa Monica, California 90404.
Last updated: September 9, 2014