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Affiliate Terms & Conditions

 

FilmBuffet AFFILIATE Program

Terms and Conditions

Film Buffet LLC, a corporation (the “Company”), sets forth the Terms and Conditions of the Affiliate Program herein by and between and each participant in the Affiliate Program (the “Affiliate,” and together with the Company, the “Parties”). By participating in the affiliate program, you are agreeing to comply with and be legally bound by the terms and conditions of this contract. If you do not agree to all of the terms of this agreement, please do not participate in the affiliate program.

PURPOSE

The Company is engaged in the business of internet publishing and the Affiliate provides links to third party websites on the Affiliate’s website. The Company wishes to engage the Affiliate for the purpose of promoting its website Filmbuffet.com (the “Website”) by placing a hyperlink or other method of promotion as described in the Filmbuffet Affiliate Agreement (the “Agreement”) on the Affiliate Website (the “Link”) according to the terms and conditions set forth below. The Affiliate agrees to do so under the terms and conditions of this contract and each Party is duly authorized and capable of entering into the Agreement.

1.  TERM.

The Agreement is effective as of the Effective Date set forth in the Agreement and shall continue in force, unless otherwise terminated in accordance with the provisions of this contract, for a period of 12 months (the “Term”). The Agreement will renew automatically on a month to month basis thereafter unless either Party provides 30 days’ written notice of its intent not to renew.

2.  COMPENSATION.

In exchange for the Services, the Company shall pay the Affiliate a referral fee as set forth in the Agreement hereto (the “Referral Fee”). Payments of the Referral Fee, if any, shall be made according to the payment schedule set forth in the Agreement hereto.

3.  TERMINATION.

The Agreement may be terminated by either Party with 30 days’ written notice to the other Party. The Agreement may also be terminated by either Party for a material breach of any provision of the Agreement by the other Party, if the other Party’s material breach is not cured within 5 days of receipt of written notice thereof. This agreement may also be terminated if the Affiliate account is inactive in any continuous 6 month period. The Affiliate may not transfer this agreement, or any rights conveyed in this agreement, to any third party whatsoever. However, if this agreement should terminate for cause due to violation of this agreement or the Terms and Conditions, this agreement shall terminate immediately and affiliate shall forfeit all right to any commissions then due. Following the termination of the Agreement for any reason, the Company shall promptly pay the Affiliate any outstanding Referral Fees owed to the Affiliate for Services rendered before the effective date of the termination (the “Termination Date”). The Affiliate acknowledges and agrees that no other compensation, of any nature or type, other than any outstanding Referral Fees, shall be payable hereunder following the termination of this Agreement.

4.  RESPONSIBILITIES.

The Affiliate agrees to post the Link or provide such referrals through the Affiliate Website as detailed in the Agreement; When posting a link, the Affiliate agrees to display the Link in a manner on the Affiliate Website that does not reflect adversely on the Company or mislead visitors.

The Company agrees to provide all assistance and cooperation to the Affiliate in order to enable the Affiliate to post the Link on the Affiliate Website; ensure the Link is of acceptable quality, content, and format, as further detailed in the Agreement attached hereto and made a part hereof; maintain accurate records of the data used to determine the Referral Fee; use commercially reasonable efforts to maintain the Website and minimize any downtime or errors that affect the operability of the Link.

5.  PARTIES’ REPRESENTATIONS AND WARRANTIES.

Each Party has full power, authority, and right to perform its obligations under the Agreement. The Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms and conditions set forth herein (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies). Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.

The Affiliate hereby represents and warrants as that the services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Affiliate shall obtain all permits or permissions required to comply with such laws, rules, or regulations. The Affiliate shall notify the Company of any changes to the Affiliate Website that would materially change its target audience or the size and/or placement of the Link or any other promotional program as defined in the Agreement at least 10 days prior to implementing such changes. The content comprising the Affiliate Website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.

The Company hereby represents and warrants that it will make timely payments of any Referral Fees earned by the Affiliate. The Company shall notify the Affiliate of any changes to its procedures affecting the Affiliate’s obligations under this Agreement at least 10 days prior to implementing such changes. The content comprising the Website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.

6.  INTELLECTUAL PROPERTY.

Company Property Rights. All text, graphics, photos, designs, trademarks, service marks, tradenames, or other content comprising the Link provided, leased, or licensed to the Affiliate with respect to the Affiliate’s performance of the services are the sole property of the Company, and the Affiliate has no ownership or other intellectual property rights in or to such items. Without the prior written consent of the Company, the Affiliate will not use or mention the Company’s name, or publish or distribute any materials provided, leased, or licensed to the Affiliate, for any purpose not specified in the Agreement.

Affiliate Property Rights. All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Affiliate Website are the property of the Affiliate and the Company has no ownership rights or other intellectual property rights to such items.

7.  COMPANY RIGHTS.

Right to Monitor Affiliate Website. The Company has the right, but not the duty, to monitor the Affiliate Website. The Company shall notify the Affiliate of any modification that the Company reasonably requests be made to the Affiliate Website in connection with perfoming the services described in the Agreement. If the Affiliate fails to make such modification, the Company reserves the right to terminate the Agreement immediately on written notice.

Right to Modify, Replace Link. The Company may, in its discretion, modify, update, or replace the Link with another Link. The Affiliate will remove the then-current Link from the Affiliate Website and replace such Link with the modified, updated, or replacement Link.

Right to Remove Link. The Company may, in its discretion, direct the Affiliate to remove, and the Affiliate agrees to remove at the Company’s direction, the Link from the Affiliate Website at any time and for any reason.

8.  Affiliate Rights.

Right to Review Link. The Affiliate has the right, but not the duty, to review the Link, and does not accept responsibility or liability for any errors or inaccuracies.

No Right to Alter Link. The Affiliate may not alter the Link in any manner, including, but not limited to, modification of the design, color, format, specification, or content of the Link.

Right to Remove Link. The Affiliate may remove the Link from the Affiliate Website as set forth in the Agreement.

9.  SPAM & UNSOLICITED COMMERCIAL EMAIL (UCE).

The Company does not tolerate the sending of unsolicited bulk emails (UCE or SPAM) which promote, or make reference to the Company, or any of their associated companies or websites, Partners, or employees, the websites, products or services. Any Affiliate who, in the opinion of the Company, breaches this rule will have their Affiliate status canceled and any outstanding commissions will be forfeited.

10.  INDEMNIFICATION.

Of Company by Affiliate. The Affiliate shall indemnify and hold harmless the Company and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Affiliate arising from or connected with the Affiliate’s carrying out of its duties under theAgreement, or (ii) the Affiliate’s breach of any of its obligations, agreements, or duties under the Agreement.

Of Affiliate by Company. The Company shall indemnify and hold harmless the Affiliate from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) its posting of the Link on the Affiliate Website in connection with the carrying out of its duties under this Agreement or (ii) the Company’s breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Affiliate. 

11.  LIMITATION OF LIABILITY.

THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE AGREEMENT. THE COMPANY’S LIABILITY SHALL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE UNDER THE AGEEEMENT.

12.  DISCLAIMERS.

The Company makes no representations that the operation of the Website will be uninterrupted or error-free during the Term.

13.  NATURE OF RELATIONSHIP.

The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Affiliate is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Affiliate’s compensation hereunder. The Affiliate shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in the Agreement shall create any obligation between either Party and a third party.

14.  INCOME TAX LIABILITIES

Each affiliate acts as an independent contractor and as such is responsible for any or all United States, state, or foreign income taxes and any other tax liabilities that affect or concern the sales of the products or services, in your state or location. If you are NOT a resident of the United States, the Company will withhold the appropriate U.S. income tax applicable to foreign nationals, prior to your receipt of any commissions. The Company does so pursuant to the United States Internal Revenue Service laws (also known as the United States Tax Code) and other applicable laws. It is the affiliate's sole responsibility, and not the responsibility of the Publisher, to take any steps necessary to recover these sums under the Tax Code and other applicable laws.

15.  AMENDMENTS.

The Company may, in good faith, modify the Terms and Conditions at any time and at its sole discretion. A change notice will be provided. These changes will come into force immediately upon posting. The Affiliate's continued participation in the Affiliate Program following the said posting of a change notice shall constitute binding acceptance by the Affiliate of the change. If any modification to this contract is not acceptable to the Affiliate, the Affiliate's only recourse is to terminate the Agreement. Upon termination of the Agreement, the former Affiliate must remove all Links and graphics from the Affilliate’s Website, and refrain from publishing same in any manner whatsoever. 

16.  ASSIGNMENT.

Neither Party may, without the prior written consent of the other Party, assign, subcontract, or delegate its obligations under the Agreement.

17.  SUCCESSORS AND ASSIGNS.

All references in the Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of the Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

18.  FORCE MAJEURE.

A Party shall be not be considered in breach of or in default under the Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable notify the other Party of the Force Majeure Event and its impact on performance under the Agreement and use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

19.  NOTICE.

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given by email. You agree that all agreements, notices, disclosures and other communications that the Parties provides to each other electronically satisfy any legal requirement that such communications be in writing.

20.  GOVERNING LAW.

This Agreement shall be governed by the laws of the state of New Jersey. In the event that litigation results from or arises out of the Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

21.  ENTIRE AGREEMENT.

The Agreement, together with the Terms and Conditions hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.


 

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