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3D Workshop Affiliate Program Agreement This
Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in Eni Oken's 3D Workshops.com Affiliates Program (the "Program"). As used in this Agreement,
"we" means Oken (Eni Oken and Oken Computer Graphics), and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to Oken's site located
at the URL http://www.oken3d.com, or to the site that you will link to our site (and which you will identify in your Program application).
1. Enrollment In The Program To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your
application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites
include those that:
*Promote violence
* Promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age
*Promote illegal activities
* Otherwise violate intellectual property rights
If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is
thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
2. Links On Your Site Once you have been notified that your site has been
accepted into the Program, you may provide on your site one or more of the following types of links to our site: Specific Course Links or General Link to Oken's site ("Products").
We will provide you
with guidelines and graphical artwork to use in linking to our home page. To permit accurate tracking, reporting, and commission fee accrual, we will provide you with special "tagged" link formats to be used
in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this
Agreement and which properly utilize such special link formats are referred to as "Special Links." You will only earn commission fees with respect to activity on our site occurring directly through Special
Links: we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant
to this Agreement. You will, however, earn commission fees with respect to all course sales on our site once from that "tagged" link.
3. Order Processing We will process course sales
placed by customers who follow special links from your site to our site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all
aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle customer service. We will track sales made to customers who purchase
products using special links from your site to our site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our
discretion.
4. Commission Fees We will pay you (in accordance with Sections 5 and 6 below) commission fees on certain Product sales to third parties. For a Product sale to be eligible to earn a
commission fee, the customer must follow a Special Link from your site to our site, select and purchase the Product using our automated ordering system and remit full payment to us.
5. Commission Fee Schedule You will earn commission fees based on qualifying revenues according to commission fee schedules to be established by us. "Qualifying revenues" are revenues derived by us from
our sales of qualifying products including courses or other products sold at our site. "Qualifying revenues" do not include shipping & handling, gift-wrapping, taxes, and service charges.
Oken pays monthly
commissions based on a percentage of 4% over sales of that month. At the end of every month we will add all of your sales together for that period and arrive at your commission total. 6. Commission Fee Payment
We will pay you commission fees on a monthly basis. 30 days following the end of each months period, we will send you a check for the commission fees earned on your sales of Qualifying Products that were sold during
that time, less any taxes that we are required by law to withhold. However, if the commission fees payable to you for any month are less than $65.00, we will hold those commission fees until the total amount due is at
least $75.00 or (if earlier) until this Agreement is terminated. If a Product that generated a commission fee is returned by the customer, we will deduct the corresponding commission fee from your next monthly payment.
If there is no subsequent payment, we will send you a bill for the commission fee. 7. Policies And Pricing Customers who buy products through this Program will be deemed to be customers of Oken. Accordingly,
all of Oken's rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For
example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may
affect products that you already have listed on your site, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot
guarantee the availability or price of any particular product.
8. Identifying Yourself As An Affiliate We will make available to you a small graphic image that identifies your site as a
Program participant. You must display this graphic or the phrase "In association with Eni Oken's 3D Workshops" somewhere on your site. We may modify the text or graphic image of this notice from time to time.
In addition, we encourage (but do not require) you to include a Special Link on your site to the Oken home page at http://www.oken3d.com.
You may not make any press release with respect to this Agreement or your
participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and
you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Oken supports,
sponsors, endorses or contributes money to any charity or other cause). 9. Limited License We grant you a nonexclusive, revocable right to use the graphic image described in Section 8 and such other
images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating product sales. You may not modify the graphic image or text, or any
other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our
guidelines as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
In addition, we grant you a nonexclusive, worldwide right to reproduce and use
all graphic images and other materials provided to you, solely for the purpose of creating Links connecting your site to the Oken site and promoting Products for sale. These product images must be served by Oken's
website and cannot be used in any form other than the form provided by Oken. 10. Responsibility For Your Site You will be solely responsible for the development, operation, and maintenance of your site and for
all materials that appear on your site. For example, you will be solely responsible for:
- The technical operation of your site and all related equipment
- Creating and posting Product descriptions on your site and linking those descriptions to our catalog
- The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)
- Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
- Ensuring that materials posted on your site are not libelous or otherwise illegal
11. Resale And Special Incentive Restrictions You may not purchase products during sessions initiated through the links on your site for resale or commercial use of any kind. This includes orders
for customers or on behalf of customers. Such purchases may result (in our sole discretion) in the withholding of commission fees or the termination of this Agreement. Products that are eligible to earn commission fees
under the rules set forth above are referred to as "Qualifying Products."
In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including,
without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program
for persons or entities who use Special Links on your site to access our site). If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without
limiting any other rights or remedies available to us) withhold any commission fees otherwise payable to you under this Agreement and/or terminate this Agreement. 12. Term Of The Agreement The term of this
Agreement will begin upon our acceptance of your Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other
party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, product images from our database, and all
Oken's trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn commission fees on our sales of
Qualifying Products occurring during the term, and commission fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment
for a reasonable time to ensure that the correct amount is paid.
13. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole
discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available commission fees, commission fee schedules, payment procedures, and Program
rules. In the event of substantive changes to the terms of this agreement, you will be contacted by e-mail. Substantive changes include changes in the commission rates or conditions. If any modification is unacceptable
to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the
change.
14. Relationship Of Parties You and we 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. If you are a resident of the US, you may have to provide us with your tax identification number for tax filing purposes only.
15. Limitation Of Liability We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have
been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commission fees paid or payable to you under this
Agreement.
You hereby agree to indemnify and hold harmless Oken and its 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 (a) any claim that our use of the Affiliates Trademarks infringes on any trademark, trade name, service mark,
copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any
claim related to your site, including, without limitation, content therein not attributable to us. 16. Disclaimers We make no express or implied warranties or representations with respect to the Program or any
products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In
addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. 17. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM
THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 18. Miscellaneous This Agreement will be governed by the laws of the United States and the state of California, without
reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Los Angeles, California, and you irrevocably consent to the jurisdiction of
such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and
enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently
enforce such provision or any other provision of this Agreement. Rules Regarding Affiliates Communications And Promotion The following rules apply to any press release or other communication that you may want
to issue in connection with your participation in the Oken Affiliates Program, as well as to any other promotion of your site.
Press Releases And Other Communications (Including All Communications On Your
Website Or Via Other Media) A. Any communication must accurately identify that you are participating in the "Eni Oken's 3D Workshops Affiliates Program."
B. Any communication must clearly and
accurately describe the nature of your participation in the Oken Affiliates Program: your communication must not create confusion or misrepresent the nature of your or any other participant's participation in the Oken
Affiliates' Program.
You may, without our prior consent, say the following in any communication: that you have become Eni Oken's 3D Workshops.com, and/or that you have joined or become a member of the Eni Oken's
3D Workshops.com Affiliates Program.
You must obtain our prior written consent to use any other description of your participation in the Eni Oken's 3D Workshops.com Affiliates Program or of the program itself,
which we may give or withhold at our sole discretion. If you seek such consent, please submit the entirety of your proposed press release to us by email at eni@oken3d.com for review.
Other Website Promotion A. To protect the integrity of the reputation of Oken Program as well as our brand name, you may not promote your site via certain forms of indiscriminate advertising, commonly
referred to as "spamming." Accordingly, you may not promote your site via unsolicited commercial e-mail (UCE), postings to non-commercial newsgroups, or cross-postings to multiple newsgroups at once.
Inaddition, you may not promote your site in any way that effectively conceals ormisrepresents your identity, domain name, or return e-mail address.
B. Notwithstanding the foregoing, you may promote your site via
mailings to recipients who are already customers or subscribers to your site's services, provided that the recipients have the option to remove themselves from future mailings. Further, you may promote your site via
newsgroup postings to newsgroups that specifically welcome commercial messages (when in doubt, consult the newsgroup FAQ or moderators to be sure that such a message is acceptable in that newsgroup).
C. In all
promotion, you must clearly represent yourself and your site as entities independent from Oken, Oken's affiliated companies, our site, and any of Oken affiliated companies' Websites.
D. Generally, in any forum or
media, you must honor the advertising practices and restrictions that are commonly considered acceptable by its readers.
Oken reserves the right at its sole discretion to modify the foregoing rules at any time.
Oken reserves the right to take action against any person or entity that does not conform to these rules.
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