UGAS SALES AFFILIATE POLICY AND AGREEMENT TO TERMS AND CONDITIONS
NOTICE: An applicant to be a UGAS.com Sales Affiliate ("Affiliate") must be at least eighteen (18) years of age. Please read these Policies and Agreement to the Sales Affiliate Terms and Conditions carefully, if you agree to become a UGAS.com Affiliate, these will constitute binding and enforceable Policies and Terms and Conditions between UGAS.com (a service mark of Tri-Tech Internet Services, Inc.) the participating Affiliate ("You","Affiliate"). In order for UGAS.com to agree to permit you in the Sales Affiliate Referral Program you represent to UGAS.com and agree as follows: 1. That you are at least eighteen (18) years of age, or 21 in any state where 21 constitutes the age of majority, and you have the full legal capacity to enter into this Agreement. 2. That you are solely responsible for selecting and providing any and all content, material, products, and/or services on your site(s) which participate in the UGAS Affiliate Program; that UGAS.com is not responsible for selecting or editing any of the content you place on your site(s); and that you agree to hold UGAS.com harmless and fully indemnify UGAS.com from any and all liability that may arise, either directly or indirectly, from any of the content on your site(s). 3.That no websites hosted on a free hosting service that does not permit adult content will be permitted to be used as participating referral sites in the UGAS.com Affiliate Program. 4. Webmaster Representations and Warranties. You represent and warrant to UGAS.com and agree as follows: (i) that YOU shall be solely responsible for all decisions and all liability with respect to the selection and use of graphic, photographic, video, audio, literary content or any other content of any kind which is displayed or disseminated by and through YOUR Web Sites; (ii) that YOU shall be solely responsible for all decisions and all liability relating to compliance with all state and federal laws and regulations governing the sale, distribution, dissemination and advertising of adult content which is displayed, distributed, sold or advertised in or through YOUR Web Sites,; (iii) that YOU shall not display or include in YOUR Web Sites any content that infringes one or more patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy, publicity or other rights of any person or entity, or that violates any state of federal obscenity, harmful matter, child pornography laws or card association regulations; (iv) that YOU shall be solely responsible for obtaining and properly maintaining all records or information that may be required under the Record Keeping provisions of 18 USC 2257. 4.1 You further represent and warrant to UGAS.com and agree that your site shall not display, publish, link to, or provide access to any images, pictures, stories, video clips or any other media portraying any content that is deemed illegal in the United States, or that violates the personal or property rights, such as, without limitation, the following: (i) any material that violates any State or Federal laws concerning obscenity; in connection therewith you agree to assume the sole responsibility and duty to ensure that all material on your Web Sites shall be transmitted exclusively to willing adults; you further agree that the content on your Web Sites shall not contain any depictions of urination or other excretory functions, bestiality, fisting, incest, rape, sexual assault, actual physical violence, torture, facials or disfigurement; (ii) any material that is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors; (iii) any material which constitutes child pornography, i.e., any material in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations (ANY WEBSITE FOUND TO POSSESS OR DISPLAY ANY CHILD PORNOGRAPHY WILL BE REPORTED IMMEDIATELY TO THE APPROPRIATE LAW ENFORCEMENT AGENCIES); (iv) any material which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age regardless of the person's actual age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting, etc. (v) any photographic or other visual material that does not fully comply with the federal labeling and record-keeping laws, specifically 18 U.S.C section 2257; (vi) any material which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity; (vii) any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; (viii) any false, misleading, fraudulent or deceptive content; (ix) any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person. (X) No site will be accepted if it depicts the name, image or likeness of Alicia Silverstone, Britney Spears, Alyssa Milano, Angelina Jolie, Anna Kournikova, Barbara Mandrell, Caprice Bourket, Christina Aguilera, Cameron Diaz, Christina Applegate, Christina Ricci, Cindy Crawford, Denise Richards, or Drew Barrymore in any fashion. 5.You understand and agree that if UGAS.com or a card association concludes, in its sole and absolute discretion, that a participating Web Site contains content that is deemed illegal in the United States or that violates the personal or property rights of others, UGAS.com has reserved the right, without prior notice, to discontinue to accept referrals from this participating Web Site and, at UGAS.com's sole discretion, terminate this Agreement and exclude the owner of said Web Site from participation in the UGAS.com Affiliate Referral Program. 6. You agree that when and if your site(s) participating in the UGAS Affiliate Program is going to be temporarily unavailable, it is your sole responsibility to e-mail support at support@UGAS.com with an estimated length of downtime so UGAS.com may arrange to keep your account open during the duration of your downtime. 7. You understand and agree that if UGAS.com concludes you have broken or violated any of these policies, UGAS.com reserves the right, in its sole and absolute discretion, to terminate your affiliation to the UGAS.com program or network. Upon termination, you will lose all claim or right to any reoccurring commissions to which you might otherwise be entitled as an affiliate Webmaster of the UGAS.com program or network and all such commissions will be forfeited and automatically become the sole and exclusive property of UGAS.com. 8. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY (OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY, AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING PROVISIONS REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, THAT SUCH VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THE ECONOMIC AND OTHER TERMS OF THIS AGREEMENT WERE AGREED TO BY THE PARTIES IN RELIANCE ON SUCH VOLUNTARY RISK ALLOCATION 9. Either party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party, including, without limitation, acts of God, nature, any government agency(ies), war, civil disturbance, labor disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, or any other cause beyond either party's direct control, including but not limited to, the issuance of an order by any regulatory, administrative, judicial or legislative prohibiting or interfering with either party from carrying on its day-to-day operations as contemplated under this Agreement. 10. Nothing in this Agreement shall constitute or be construed to constitute or tending to create an agency, partnership, joint venture, master-servant or employer-employee relationship between UGAS.com and You, in any respect, any other provision of this Agreement notwithstanding. This Agreement defines a Sales Affiliate relationship only. 11. No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. The terms and conditions of this Agreement may be waived or amended only in writing and only by the party that is entitled to the benefits of the term(s) or condition(s) being waived or amended. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained (whether or not the provision is similar). 12. Arbitration Provision, Governing Law, Consent To Jurisdiction & Venue. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Los Angeles in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of the State of California having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to the choice of law provisions thereof. All aspects of all actions brought relating to the subject matter of this Agreement shall be governed by California law, without reference to the choice of law provisions thereof. 13.1In the event that any claim or controversy regarding this Agreement is litigated in court, the parties hereto hereby consent to the exclusive jurisdiction and venue of the United States District Court for the Central District of California or the Superior Court of Los Angeles County for any action that may be brought in connection with this Agreement other than a cross-claim for indemnification brought in response to a claim of infringement filed in another court. In the case of a cross-claim for indemnification, Webmaster agrees to be subject to the jurisdiction and venue of the court in which the infringement claim is brought, provided that is also subject to jurisdiction and venue in that court. 14. Each party to this Agreement acknowledges that this Agreement constitutes the entire Agreement of the parties with regard to the subject matters addressed in this Agreement, that this Agreement supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to the subject matter of this Agreement, and that this Agreement cannot be varied, amended, changed, waived, or discharged except by a writing signed by all parties hereto. Each party to this Agreement further acknowledges that no promises, representations, inducements, agreements, or warranties, other than those set forth herein, have been made to induce the execution of this Agreement by said party, and each party acknowledges that it has not executed this Agreement in reliance on any promise, representation, inducement, or warranty not contained herein. 15. You shall not send any unsolicited e-mail or documents (Spamming) to a recipient that you do not have an existing business or personal relationship with, or who did not consent to or request for such an e-mail. Any complaints of receiving unsolicited e-mail or documents will result in deactivation, termination of your website(s) from the UGAS.com Program and assistance will be provided to any investigation. 16.If any provision of these Terms and Conditions is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. 17. You may notify or contact UGAS.com by email at legal@UGAS.com or telephonically at 1(818) 548-8882. 18. We are not accepting any NEW Affiliate applications from the following countries… Russia, Indonesia, Armenia, Iran, Iraq, Turkey, Israel, Libya, Jordan, Ukraine, Belarus, Romania, Malaysia, Afghanistan, Pakistan, Lebanon, Netherlands, Yugoslavia, Belgium, Philippines, Czech Republic, Estonia, Croatia, Hungary, Lithuania, Bulgaria, Slovenia, Bosnia/Herzegovina, Kazakhstan, Cyprus, Albania, India, Kuwait, Moldova, Slovak Republic, Thailand, Uzbekistan, Equador, Lativa, Slovakia, Estonia and Vietnam. 19. AFFIRMATION OF AGREEMENT. You hereby acknowledge and affirm that you have read this entire agreement and that your act of clicking on the I AGREE button below constitutes your electronic signature and AGREEMENT to be bound by all of these Terms and Conditions.
I AGREE WITH UGAS POLICY AND TERMS AND CONDITIONS
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