Affiliate Network Agreement

This Affiliate Network Agreement ("Agreement") contains the complete terms and conditions that apply to your participation as an affiliate (an "Affiliate") in PhilMovies.com Affiliate Network Program.

By submitting an application to become an Affiliate, you warrant that you have read and understood this Agreement, and you agree to be bound by it.

To begin the enrollment process, you must submit a complete Affiliate Network Application via the PhilMovies.com Site. We will evaluate your application and notify you of your acceptance or rejection in a timely manner. We reserve, the right, in our sole and absolute discretion, to accept or reject your application for any or no reason whatsoever.

Upon notice of acceptance of your application, this Agreement shall be effective between you and PhilMovies. If we reject your application you will not be able to participate in the PhilMovies.com, Affiliate Network Program; however, you are welcome to reapply at any time.

A. Definitions

Throughout this Agreement, capitalized terms shall have the meaning ascribed to them in quotes. In addition, the following definitions apply:

“Advertising" or "Advertisements" means any and all banner advertisements, pop-under placements, e-mails, text links or other solicitations through the Internet that promote the PhilMovies.com Service and contain a Link to the PhilMovies.com Site.

"Link" means an embedded graphic, icon or text containing a unique hypertext pointer to the URL address for the PhilMovies.com Site embedded in an Advertisement and which identifies the number of consumers that become Subscribers via the Advertisement.

“PhilMovies.com Service" means the DVD rental service currently offered on the PhilMovies.com Site and the DVD rental service as PhilMovies.com may alter and modify from time to time during the Term.

“PhilMovies.com Site" means the PhilMovies.com Internet site that is currently located at http://www.philmovies.com and any other additional, substitute or successor site that may be designated by PhilMovies.com under this Agreement.

“Subscriber" means a person, with a mailing address within the United States, its territories, or possessions, who (i) subscribes to the PhilMovies.com Service using a Link and through such Link successfully registers for a free trial of the PhilMovies.com Service (i.e., requiring the entry of name, address, email address, and valid credit card and the authorization of such credit card by PhilMovies.com) via the PhilMovies.com and (ii) has not previously subscribed to the PhilMovies.com Service.

B. Term and Termination

The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party.

Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination.

Upon termination of this Agreement, Affiliate shall immediately cease serving Advertisements.

No Referral Fees or bonuses shall be due with respect to Subscribers who register after the date of termination. We reserve the right to withhold your final payment for a reasonable period of time as necessary to calculate properly any amount due to you.

Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survived or that is otherwise necessary for the enforcement of the Agreement.

C. Obligations of PhilMovies

C.1 Upon acceptance of your application, you will have the ability to enter our password-protected site for the Affiliate Network, netflx.reporting.net ("Affiliate Network Site"). The Affiliate Network Site will contain certain sales reports and traffic information related to your affiliate relationship with PhilMovies.com. These reports will contain estimates of (i) the number of Internet user click-through to the PhilMovies.com Site from use of Advertising; (ii) the Referral Fees payable to you pursuant to Section C.3, below, and; (iii) the number of Subscribers generated from use of Advertising.

C.2 PhilMovies.com shall provide you with all Advertising and you shall use only Advertising provided by PhilMovies.com in promoting the PhilMovies.com. The Advertising available for your use will be made available on the Affiliate Network Site. PhilMovies.com shall be solely responsible for creating and modifying all Advertising.

C.3 During the Term, PhilMovies.com shall pay you a fee ("Referral Fee") for each new Subscriber you deliver as of the last day of the month, as documented on the reporting system located on the Affiliate Network Site. PhilMovies.com reserves the right to adjust the Referral Fee payable to you to the extent of any reporting errors, fraudulent Subscriptions or intentional manipulations of the registration process, all as determined in our reasonable, good faith discretion. In addition to all other remedies available to it, PhilMovies.com shall have the right to refuse to make any payment to you with respect to any Subscriber that PhilMovies.com, in its reasonable, good faith discretion, determines was obtain as a result of promotional efforts that were in breach of this Agreement. The Referral Fees payable shall be in accordance with the Referral Fee pricing schedule set forth on the PhilMovies Payment Schedule. The PhilMovies.com Payment Schedule is located on the Network Affiliate Site.

C.4 PhilMovies.com reserves the right to change the Referral Fees payable hereunder by providing notice to you and reflecting such changes on the PhilMovies.com Payment Schedule. Any changes to the Referral Fees shall become effective upon notice to you.

C.5 PhilMovies.com shall pay you any such Referral Fees within thirty (30) days after the last day of the month during which they were earned. Notwithstanding anything herein to the contrary, to the extent that Referral Fees payable to you for any month total less than US$25, PhilMovies.com may, in its sole discretion, defer payment of such Referral Fees until such time as such Referral Fees and any other Referral Fees earned during the subsequent period(s), in the aggregate, exceed US$25. No interest will accrue on unpaid Referral Fees.

D. Obligations of Affiliate

As an Affiliate, you are permitted to promote the PhilMovies.com Service only through Advertisements made in the following manner:

Links from your website to the PhilMovies.com Site,

E-mails conforming to the requirements set forth in Section D paragraph 6 below. Pop-under placements on websites for which you have received express written permission from such sites to serve such placements.

All promotional activities undertaken by you to promote the PhilMovies.com Service shall be made in accordance with all applicable laws and regulations. You shall not complete the registration to or otherwise interact with the PhilMovies.com Service on behalf of any third party. You are only permitted hereunder to link third parties to the PhilMovies.com. site. All information obtained at the PhilMovies.com Site from individuals linking to the PhilMovies.com Site shall be the sole and exclusive property of PhilMovies.com and, except as specifically provided herein, you shall neither have access to such information nor use any device, technique or software to obtain information from the PhilMovies.com.

If you desire to promote the PhilMovies.com Service (i) by purchasing, either directly or indirectly, search terms from websites, search engines or other directory or referral services (e.g., Overture, Google, and Yahoo!), or (ii) by offering, either directly or indirectly, any consideration or incentives to potential Subscribers to register for the PhilMovies.com, including without limitation, payment of money, rebates, discounts or other benefits, you must first get written permission from us, which may be given or withheld in our sole and absolute discretion. We reserve the right to revoke such permission at any time for any or no reason whatsoever. You shall not, in any way, utilize pop-over Advertisements to promote the PhilMovies.com Service. In addition to the foregoing requirement, you shall in no event be permitted to bid or otherwise purchase, either directly or indirectly, the search name " PhilMovies.com" or any misspelling or variant thereof from websites, search engines or other directory referral services.

You shall replace any Advertising displayed on your site with any new Advertising provided by PhilMovies.com within ten (10) days after receiving notice from us of the new Advertising. You shall not modify any Advertisement in any way. Your site shall not in any way copy or resemble the look and feel of the PhilMovies.com, nor shall you create the impression that your site is the PhilMovies.com site or a part of the PhilMovies.com. You shall not use PhilMovies.com or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the PhilMovies.com.

During the Term, you will not disparage PhilMovies.com, the PhilMovies.com Site or the PhilMovies.com Service, or portray these in a derogatory or negative manner. The content of your website will, at all times, be in good taste. You are solely responsible for the development, operation and maintenance of your website and will indemnify, defend and hold PhilMovies.com harmless from any claims arising out of or related to your website.

With respect to any Advertisements or Links delivered via e-mail, you agree to the following obligations:

You must obtain our prior written approval to deliver any e-mail solicitations, which approval may be given or withheld in PhilMovies.com's sole and absolute discretion;

You shall not broker or otherwise sublicense the Advertisements or Links to a third party;

You shall not distribute e-mails that contain the Advertisements or Links through a third party e-mail list, (whether or not you have purchased or otherwise obtained rights to use such a list) that is to say, all e-mails must be to recipients who have expressly agreed to receive correspondence directly from you through your own website;

You shall collect e-mail addresses and distribute all e-mails promoting the PhilMovies.com Service in compliance with all applicable laws and regulations and you shall not knowingly collect e-mail addresses from consumers under 13 years of age;

You shall distribute such e-mails only to those recipients who have agreed directly with you, in advance, to receive such transmissions from you (i.e., "opted-in"), and you shall ensure that each e-mail shall contain an embedded hyperlink by which the recipient can easily and effectively elect, by clicking on the link, to "opt-out" of future e-mailings and you shall immediately cease e-mailing to any recipient that so opts-out;

You shall not use the PhilMovies.com name (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other PhilMovies.com identifying information in the originating or return e-mail address line, header or subject line of any e-mail transmission and that all e-mail transmissions shall contain language that clearly announces that the offer embedded in the e-mail is being sent by you for the benefit of your users;

PhilMovies.com will be given the opportunity to review and approve each form (including all graphics and copy) of e-mail message prior to distribution and you shall not modify such message without the prior written consent of PhilMovies.com;

Upon request by PhilMovies.com, you shall promptly provide PhilMovies.com with information regarding consumer responses to the e-mail distribution and any and all records verifying that recipients consented to receive the e-mail transmissions in question;

In the event of any breach of this Section D paragraph 6 by you, PhilMovies.com shall, in addition to all other remedies available to it, have the right to refuse to make any payment to you with respect to any Subscriber that PhilMovies.com may obtain as a result of your promotional efforts to individuals that cannot be verified as having opted-in with you to receive e-mail transmissions from you, and you shall indemnify, defend and hold harmless PhilMovies.com, its directors, officers, and employees from any cost, expense or liability arising out of any breach of your obligations under this Section D paragraph 6.

E. Flex Track

We utilize the services of a company called Be Free to manage our Affiliate Network and to provide you with the reporting information located on the Affiliate Network Site. Flex Track is an additional reporting option available on the Affiliate Network Site through Be Free. Flex Track is intended to be used by those Affiliates that either operate sub affiliate networks or conduct reward programs with users and therefore is designed to help PhilMovies.com and you track the transactions of large numbers of users and manage fee payment information. In order to activate this additional Flex Track reporting, you must receive permission from PhilMovies.com, which may be given or withheld in PhilMovies.com sole and absolute discretion. Contact rpm@philmovies.com to request Flex Track activation. If you are permitted to use the Flex Track system, you agree to the following:

Any relationships you enter into with third parties, sub affiliates, or agents ("Agents") in connection with your promotion of the PhilMovies.com Service are at your sole discretion. PhilMovies.com shall not be a party to any agreement that you have with an Agent and you are not authorized to make any commitments on behalf of PhilMovies.com to such Agents, including commitments regarding payment of fees to the Agents by PhilMovies.com or commitments for licenses to PhilMovies.com name, logo(s), any provided images, or other intellectual property. Agents are not third party beneficiaries of this Agreement with PhilMovies.com. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you and PhilMovies.com shall have full recourse against you with respect to such breach. Notwithstanding anything in this Agreement to the contrary, you shall not utilize any Agent to distribute e-mails promoting the PhilMovies.com Service.

You will provide PhilMovies.com with an up-to-date list of your Agents (site name and URL) upon request. PhilMovies.com may discontinue your participation in Flex Track at any time for any or no reason whatsoever.

You agree to terminate your relationship with an Agent as it pertains to the PhilMovies.com Affiliate Network if an Agent engages in any activity that is prohibited as provided by this Agreement or if requested by PhilMovies.com, and if you do not terminate such Agent within five (5) business days from PhilMovies.com request, PhilMovies.com reserves the right to withdraw you and all your Agents from the Affiliate Network and to refuse payment of any monies owing to you hereunder.

You agree not to use any of the information provided via Flex Track technology to identify unique individual customer activity conducted by PhilMovies.com, nor to allow others to use the technology to identify such unique customer activity, nor to access such unique customer activity or data. You further agree not to transfer or reuse any data generated by Flex Track.

You are solely responsible for technical implementation and maintenance of any linking technology or tracking parameters necessary to utilize the Flex Track technology. You are responsible for conducting appropriate testing and verification of the Flex Track tracking parameters including link creation, click through, ordering, and reporting as necessary to insure correct and dependable operation of the Flex Track tracking feature.

F. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion. Modifications may include, but are not limited to, changes in Referral Fees, payment procedures, and permitted promotional activities. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Network following our posting of a change notice or new agreement on our site will constitute binding acceptance of change.

G. Ownership of Advertising and Indemnification

PhilMovies.com represents that it is the owner of the Advertising and has all ownership or license rights with respect to the contents thereof. PhilMovies.com and Affiliate hereby acknowledge and agree that Affiliate shall have no responsibility with respect to the content of the Advertising supplied by PhilMovies.com hereunder. Any modifications to the Advertising made by Affiliate without the written consent of PhilMovies.com shall void the foregoing and Affiliate shall be liable for any damages arising there from.

PhilMovies.com shall defend, indemnify and hold Affiliate, its directors, officers, employees, agents, affiliates, successors and assigns harmless from and against any and all third party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of or related to any actual or alleged breach of this Agreement by PhilMovies.com, including without limitation any infringement of any copyright, trademark or other intellectual property right of any third party by the Advertising.

Affiliate shall defend, indemnify and hold PhilMovies.com, its directors, officers, employees, agents, affiliates, successors and assigns harmless from and against any and all third party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) to the extent arising out of or related to any breach or alleged breach of this Agreement by Affiliate, including without limitation any breach of Affiliate's obligations related to Section D paragraph. 4 above, and the confidentiality obligations outlined in Section K below.

Any party seeking indemnification under this Section G shall promptly notify the indemnifying party in writing of the claim and shall reasonably cooperate with the indemnifying party with respect to such claim. The indemnifying party will be entitled to control the defense and settlement of any claim against which the other party seeks indemnification with counsel of its own choosing and at its own expense; provided that the indemnified party will be entitled to approve any non-monetary settlement.

The indemnity obligations under this Section G shall survive termination of this Agreement.

H. Warranty Disclaimer

Except as expressly set forth herein, neither party makes any representations or warranties, express or implied, including any express or implied warranty of merchantability, fitness for a particular purpose, or non-infringement, or any representation or warranty as to any revenues or other economic or non-economic benefit that may accrue to the other party by reason of its participation in this Agreement. Furthermore, PhilMovies.com specifically makes no representation or warranty relative to the performance levels or continuous operation of the PhilMovies.com Site or the Network Affiliate Site.

I. Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN RELATED TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

J. Public Announcements

Neither party may make any public announcement about the terms of the Agreement without the other party's prior written approval and consent. The parties agree that there will be no press releases issued in connection with this Agreement.

K. Confidentiality

Each party acknowledges that by reason of its relationship to the other party hereunder it will have access to certain information and materials concerning the other's business, plans, customers, technology, products and services that are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding Subscribers obtained during the Term and the effectiveness of advertising hereunder are highly confidential and valuable to PhilMovies.com. Each party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). Each party shall take every reasonable precaution to protect the confidentiality of such information. This Section shall survive termination of this Agreement.

L. W-9 Information

You agree to deliver, via fax (702-650-2292) or postal mail (P.O. Box 80120, Las Vegas, NV. 89180-0120), to PhilMovies.com Affiliate Program Manager a completed W-9 form, attached hereto as http://www.irs.gov/pub/irs-pdf/fw9.pdf no later than 5 days from date of your application.

Notwithstanding anything in this agreement to the contrary, if you fail to deliver the completed W-9, PhilMovies.com may withhold any and all bounty payments due to you until such time as you complete the Form. You acknowledge that PhilMovies.com needs this completed form in order to comply with IRS regulations and therefore agree that withholding payment is a reasonable remedy for PhilMovies.com to utilize upon your failure to deliver the completed W-9.

M. General Provisions

This Agreement will be governed by the laws of the state of Nevada, without reference to its choice of law rules.

No waiver of any provision of this Agreement shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.

Notices and other communications to you, as required or permitted to be given hereunder, shall be posted on the Affiliate Network Site and/or otherwise e-mailed to the e-mail address provided in your application and shall be deemed effective upon posting or e-mailing, as applicable. Notice or other communications to PhilMovies.com shall be sent by e-mail to rpm@philmovies.com and shall be deemed effective one business day after e-mailing.

This Agreement may not be assigned or otherwise transferred by you without the express written consent of PhilMovies.com.

The division of this Agreement into separate sections, subsections and/or exhibits and the insertion of titles or headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

You and PhilMovies.com are independent contractors and nothing in this Agreement will create any partnership, joint venture or agency relationship. You'll have no authority to make or accept any offers, warranties, or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would cause confusion as to our relationship with you or otherwise contradict anything in this Section.

Each party hereby represents that it has the authority and capacity to enter into this Agreement, including that all individuals executing this Agreement are 18 years of age or older.

The submission of your application shall constitute your agreement to be bound by the terms and conditions of this Agreement.

To view the Affiliate Network Application, Click here

Back to Top