Referral Program Terms and Conditions

This is a complete terms and conditions of Legal Agreement between the Affiliates and PhilMovies. By accepting the PhilMovies Referral Program the Affiliate hereby accepts and understand the Terms and Conditions of this Agreement and the Affiliates and Agrees to be affiliated with PhilMovies. This Agreement contains the complete terms and conditions that apply to Affiliate becoming a member of PhilMovies Referral Program. The purpose of this Agreement is to allow linking between the Affiliate’s Web Site, Individual (without web site) and PhilMovies website. This agreement will become effective upon PhilMovies acceptance of Affiliate’s completed Referral Program Application (the effective date) PhilMovies reserves the right to accept or reject Affiliate’s application solely upon PhilMovies own discretion.

Definitions

"Catalogues" or "Brochures" contains all lists of movie titles (Tagalog) use for solicitations that promote PhilMovies Service and contain a link to PhilMovies.com

"Advertising" means all text links, banner advertisements, e-mails or other Internet solicitations through the Web that promote the PhilMovies service or PhilMovies.com.

"PhilMovies Service" means the DVD/VCD rental service currently offered on the PhilMovies site, Catalog/Brochures and the DVD/VCD rental service as PhilMovies may alter and modify from time to time during the term.

"Subscriber" means a person, with a mailing address within the U.S., its territories, and possessions, who have a valid credit card, mailing address and not previously subscribed to the PhilMovies service. Affiliate agrees to link only to those specific Web pages that PhilMovies designates in the Placements, and to use only approved Catalogue/Brochures Placements provided for such purpose. Affiliate may not modify or alter the Placements provided by PhilMovies in any way. Affiliate may not "frame" or "mirror" any part of PhilMovies without the prior written consent and authorization of PhilMovies.

PhilMovies has the right to notify Affiliate of any reasonable changes from time to time that Affiliate needs to make to comply with the PhilMovies guidelines for the use of the Placements, and to otherwise comply with the terms of this Agreement.

Affiliate agrees to cooperate with PhilMovies in order to establish and maintain any Placements between the PhilMovies Web Site, Catalogue/Brochures and Affiliate's Web Site or Store. Affiliate agrees not to display any link pertaining to PhilMovies for use as a link or otherwise, other than the Placements that PhilMovies provides to Affiliate. If PhilMovies updates the Placements, Affiliate will replace the old Placements with the new ones within a 24-48 hour period (7 Days for Affiliate Store).

Affiliate agrees that PhilMovies will be allowed to place an identifying barcode in each Placement that will identify the origin of a user that arrives to the PhilMovies Site by clicking on the Placement.

Commissions Scheme from PhilMovies to the Affiliate

PhilMovies will pay a $3.00 to $4.00/month Commission on all Qualified Subscriptions or Sales from "subscriber" who signed up the PhilMovies Site or Catalogue/Brochures through Placements on Affiliate's member effort. Payment of commissions will be made on a monthly basis, and in accordance with their Affiliate Payment Schedule.

If Affiliate's unpaid, cumulative monthly Commissions are less than $25.00 they will be rolled to the following month. If this Agreement terminates, any Commissions due at the time of termination will be paid at the end of the month following termination.

With each payment, PhilMovies will provide the Affiliate member with reports that will contain all necessary information as required in calculating all the Commissions that due to the Affiliate member.

Qualified Sales shall be defined as all sales generated from a subscriber originating through a properly coded link tracked by PhilMovies.

PhilMovies reserves the right, for future, without notice to Affiliate, to change these Commissions at their sole discretion.

Commissions for "Sales" of any product from PhilMovies from Affiliate Link or Catalogue/Brochures with proper Affiliate Code No. will be added to this Agreement, hereinafter referred to as Section B.

Board Regulatory Compliance

Affiliate is solely responsible for the distribution of Catalogue/Brochures "as is" or accuracy and appropriateness of all materials posted on Affiliate's Web Site, and for ensuring that materials posted on Affiliate's Web Site are not defamatory, in violation of copyright laws or otherwise illegal. PhilMovies disclaims all liability for these matters.

Public Announcements

Affiliate may not issue any public statement or public announcement regarding the relationship and terms of the program without the prior approval of the PhilMovies Notwithstanding the foregoing, PhilMovies may issue an initial press release regarding the relationship between the Parties.

PhilMovies prohibits certain forms of advertising. Advertising commonly referred to as "spamming" is unacceptable to PhilMovies and could damage our goodwill. Affiliate may not advertise in any way that effectively conceals or misrepresents Affiliate's identity, domain name, or return email address.

PhilMovies always requires that its written consent be given for the uses above, PhilMovies generally approves mailings so long as the recipient is already a customer or subscriber of Affiliate's services, and recipients have the option to remove themselves from future mailings. PhilMovies generally approves newsgroup postings so long as the news group specifically welcomes commercial messages.

In all cases, Affiliate must always clearly represent itself and its Web Site as independent from PhilMovies. PhilMovies prohibits any public announcement of Foreign Actors and Actresses regarding PhilMovies promotions of such Actors/Actresses latest movie without proper approval of PhilMovies.

Modification

PhilMovies may modify any of the terms and conditions in this Agreement, at any time in our sole and absolute discretion. Modifications may include, but are not limited to, changes in the scope of Referral Commissions, Sales Commissions payment procedures, and PhilMovies Referral Program rules. If any modification is unacceptable to Affiliate, Affiliate shall have the right to terminate this Agreement. Affiliate's continued participation with PhilMovies. Referral Program following the posting of the change notice or new Agreement on PhilMovies site will constitute Affiliate's agreement to the changes.

Terms and Termination

The term of this Agreement will begin on the Effective Date and will end when terminated by either party. Either PhilMovies or Affiliate 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, all licenses granted hereunder shall immediately terminate and Affiliate will immediately cease use of, and remove from Affiliate's site, all links to the PhilMovies site, and all PhilMovies trademarks and logos, and all other materials provided in connection with this Agreement.

Grant of Licenses

Subject to the terms of this agreement, you have the nonexclusive, nontransferable and non-sub-licensable right to use and display PhilMovies trademarks and service marks, only to refer specifically to PhilMovies services and products in connection with the Links, and only in the form which PhilMovies provides you for such limited purposes. Such referential usage must be truthful, fair and not misleading or disparaging. PhilMovies trademarks, service marks and logos must not be incorporated into your own product names, trademarks, service names, logos, company names or DBA, and you must not adopt marks or logos that are confusingly similar to PhilMovies marks or logos.

Affiliate grants to PhilMovies a non-exclusive, non-transferable, revocable right to utilize Affiliate's name, title, and logo in the advertising, marketing, promoting, and publicizing, in any manner, of PhilMovies rights under this Agreement. PhilMovies is not under any obligation to so advertised, market, promote, or publicized.

Each party agrees not to use the other's proprietary materials or intellectual property in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials and intellectual property covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

Disclaimer

Neither party makes any representations or warranties, express or implied warranty of merchantability, 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 participation in this program.

PhilMovies PROVIDES THE PhilMovies AND ALL INFORMATION AND SERVICES AVAILABLE THEREIN, "AS IS" AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING PhilMovies OR ANY SERVICES OR INFORMATION PROVIDED BY ANY MEMBER OF PB.com. IN ADDITION, PhilMovies MAKES NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND PhilMovies WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties

Affiliate represents and warrant as follows:

It has full power, authority, and right to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement, without the approval or consent of any other party.

PhilMovies in this agreement granted its right, title, and interest.

That material posted on its Site does not violate or infringe upon the rights of any third party and all applicable copyright and other laws that pertain to it.

It shall not to make any representations or warranties regarding the services provided by PhilMovies that are disparaging or that otherwise portray PhilMovies in a negative light.

Limitations of Liability

NEITHER PARTY WILL BE LIABLE TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF PhilMovies HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

Indemnity

Affiliate agrees to indemnify and hold harmless PhilMovies and its shareholders, employees, directors, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against PhilMovies based on or arising from any claim resulting from Affiliate's breach of the warranties. Affiliate agrees to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the other party in connection with or arising from any such claim, suit, action, or proceeding.

Confidentiality

Each of the parties acknowledges with the consent of party hereto, agrees that all information and materials concerning other business, plans, customers, supplier lists, pricing, and sales information and services are confidential and of substantial value to the other party without limitation. 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. Each party shall take every reasonable precaution to protect the confidentiality and that shall not use in any way of such information.

Miscellaneous

Affiliate and PhilMovies are independent contractors and nothing in this program will create any partnership, joint venture or agency relationship and may not assign its rights or obligations under this Agreement to any party.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without reference to its choice of law rules.

This Agreement constitutes and contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. This Agreement may not be amended except in writing signed by the Parties. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. All exhibits attached to this Agreement are incorporated hereby and shall be treated as if set forth herein.

Each party shall be deemed to be independent contractors with respect to the subject matter of this Agreement, Notices and other communications to you, as required or permitted to be given hereunder, shall be posted on the Affiliate Referral Program Site and/or otherwise emailed to the e-mail address provided in your application and shall be deemed effective upon posting or e-mailing, as applicable. Nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. The Affiliate shall be responsible for all taxes due on Referral Fees or other payments paid to the Affiliate under this Agreement.

If any provision of this Affiliate Network Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the Parties is effectuated, and the remainder of this Agreement shall have full force and effect.

Any notice required under this Agreement may be given by email, fax or written letter.

General Conditions

PhilMovies reserves the right, at its full discretion, to disqualify any individual if we determine, in our sole discretion that the Affiliate Referral Program is compromised by virus, or other corruption of the administration, security or proper management of the program, then at our sole discretion, we can cancel this program. In the event of your non-compliance with any requirement stated herein, your commission may be forfeited.

AFFILIATE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS THE OBLIGATIONS THAT IT IMPOSES UPON AFFILIATE WITHOUT RESERVATION. AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.

For more information, please click here to download the Affiliate Network Agreement. Download and fill up the Referral Application Form and fax it back to PhilMovies Fax No. (702) 650-2292.

Please note: The PhilMovies Service and our Affiliate Programs are available only in the United States and its territories.

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