TERMS OF USE

BY JOINING OR BY PARTICIPATING IN THE INMAGINE AFFILIATE PROGRAM (“PROGRAM”), YOU ARE CONFIRMING THAT YOU HAVE READ THIS TERMS OF USE (“AGREEMENT”) AND THE INMAGINE PRIVACY POLICY AND COOKIE POLICY AND THAT YOU AGREE TO BE BOUND BY THE AGREEMENT.

YOU AS THE AFFILIATE (“AFFILIATE”, “YOU”, “YOUR” OR THE EQUIVALENT) ACCEPT THIS AGREEMENT ON BEHALF OF THE ENTITY FOR WHICH YOU ARE AUTHORIZED TO ACT (E.G., AN EMPLOYER) AND ACKNOWLEDGE THAT SUCH ENTITY IS LEGALLY BOUND BY THIS AGREEMENT (AND YOU AGREE TO ACT IN A MANNER CONSISTENT WITH THIS AGREEMENT) OR, IF THERE IS NO SUCH ENTITY FOR WHICH YOU ARE AUTHORIZED TO ACT, YOU ACCEPT THIS AGREEMENT ON BEHALF OF YOURSELF AS AN INDIVIDUAL AND ACKNOWLEDGE THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY (IF ANY) OR YOURSELF. YOU MAY NOT ACCEPT THIS AGREEMENT ON BEHALF OF ANOTHER ENTITY UNLESS YOU ARE AN EMPLOYEE OR AGENT OF SUCH OTHER ENTITY WITH THE RIGHT, POWER, AND AUTHORITY TO ACT ON BEHALF OF SUCH OTHER ENTITY.

IF YOU ARE UNWILLING TO ACCEPT THIS AGREEMENT, OR IF YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY OR YOURSELF AS AN INDIVIDUAL (IF THERE IS NO SUCH ENTITY), DO NOT JOIN OR PARTICIPATE THE PROGRAM.

WE RESERVE THE RIGHT TO MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT AT ANY TIME WITHOUT NOTICE TO YOU FOR LEGAL OR REGULATORY REASONS OR TO ALLOW THE PROPER OPERATION OF THE PROGRAM. IF YOU CONTINUE TO PARTICIPATE IN THE PROGRAM AFTER THE DATE ON WHICH THE CHANGE COMES INTO EFFECT, YOUR CONTINUE PARTICIPATION INDICATES YOUR AGREEMENT TO BE BOUND BY THE NEW TERMS. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES, YOUR ONLY SOLE REMEDY IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.

1. INTRODUCTION

Inmagine Group (“Inmagine”, “We”, “Us”or “Our” or the equivalent) is currently hosting and administering the Program at the website of https://affiliate.inmagine.com/affiliates/ (“Website”) that provides affiliate programs for 123RF, Pixlr, and Designs.ai or any other products that may be introduced from time to time (collectively, the “Services” and each, the “Service”). This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Program. This Agreement also describes and controls Your legal relationship with Us as the Affiliate in the Program. The acquisition of customers is the purpose of the Program and, in consideration of Your referral to Us of customers pursuant to the terms and conditions of the Program, We shall compensate You as set forth below.

2. SCOPE OF AGREEMENT

This Agreement is to be read and construed together with the Inmagine’s Privacy Policy and Cookie Policy (“Policies”). This Agreement and the Policies shall collectively represent a legally binding agreement between You and Inmagine.

3. ENROLLMENT IN THE PROGRAM

3.1 Inmagine will evaluate Your application and will notify You of Your acceptance or rejection. You should note that the process of evaluating a possible Affiliate, shall take three (3) to five (5) business days.

3.2 Notwithstanding anything stated or implied to the contrary, by applying to become an Affiliate, You agree that Inmagine has and reserves the rights at all times to reject Your application or terminate Your participation in the Program for any reason.

4. RIGHTS OF INMAGINE

4.1 Inmagine reserves the right to cease provision of the Program or terminate You from the Program at its sole and absolute discretion.

4.2 Without limiting other remedies, Inmagine may suspend or terminate You from the Program if You are a recurring infringer of the Intellectual Property Rights of Inmagine.

4.3 Where You have been inactive for more than twelve (12) months, Inmagine reserves the right to terminate Your Affiliate account without notice to You.

4.4 Inmagine reserves the right, at any time, to add to, modify, suspend and discontinue the Program (or any part thereof) with or without notice to You. You agree that Inmagine will not be liable to You or to any third party for any modification, suspension or discontinuation of the Program (or any part thereof).

5. INMAGINE POLICIES TO PREVAIL

You hereby agree and understand that this Agreement and the Policies, shall prevail in respect of any matters addressed herein. In the event of any conflict between any specific terms listed on the Platform (as defined in Section 9.1 (ii) below) and this Agreement regarding such matter, this Agreement shall override such terms and You hereby agree to be bound by the provisions of this Agreement and its entirety.

6. COMMISSION

6.1 Once Your Account has been approved by Inmagine, You shall be entitled to earn a commission (“Commission”) that results from a user / customer clicking on the Links (as defined in Section 9.1 (ii) below) issued to You on the Program and making a purchase on the designated website(s) on the respective Service.

6.2 The Commission that You have earned will be paid by Inmagine through a PayPal transaction or any other transaction method that may be agreed between the parties. For the avoidance of doubt, each of the Services may offer a different Commission rate.

6.3 Inmagine shall reserve the right to change the Commission rate, at any time, without prior notice to You.

6.4 In respect to the payment to be made by Inmagine for any particular month, You will receive Your Commission, which is accumulated based on a cut-off date on the last day of the month, within 15 working days in the following month via a PayPal transaction. For the avoidance of doubt, the minimum Commission pay-out shall be at least USD$ 50.00 only.

7. TERM

7.1 Subject to Section 18, the appointment shall be effective upon You signing up with the Program until Inmagine at its sole discretion, with or without reason, terminate Your participation from the Program.

7.2 In the event if this Agreement is terminated by Inmagine not due to Your default, You will only be entitled to the commission You earned during the term of this Agreement, subject to all the applicable deductions / adjustments pursuant to this Agreement.

8. AFFILIATE REPRESENTATIONS AND WARRANTIES

You warrant and represent as follows:

i. You have the full right, power and authority to enter into this Agreement and to fully perform all of Your obligations hereunder;

ii. You are under no legal disability or contractual restriction that prevents You from entering into this Agreement;

iii. the information and data submitted by You in connection with Your application and participation in the Program and/or this Agreement is true, accurate and complete in all aspects and shall in no manner mislead or deceive Inmagine or any third parties; and

iv. the content of the Platform is neither obscene nor defamatory and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity.

9. AFFILIATE PROMOTIONAL LINKS

9.1 Use of Links:

i. once You have been accepted into the Program as an Affiliate, Inmagine will generate affiliate links for You to upload on to Your Platform. You will only use linking codes obtained from the Program without manipulation;

ii. Inmagine will create a variety of graphic and textual links made available to You (each referred to herein as a “Link” or collectively, as the “Links”) which You may use and display on web sites and/or social media accounts (e.g., Facebook, Twitter, Instagram, Pinterest etc) which are owned or controlled by You and emails sent by You (collectively, “Platform”);

iii. the Links will serve to identify You as a member of the Program and will establish a Link from the Platform to the Website. You agree to cooperate fully with Us in order to establish and maintain such Links;

iv. You further agree that Your use of the Links must be in compliance with this Agreement at all times;

v. Inmagine may modify the Links from time to time in its sole and unlimited discretion;

vi. You will not use graphic or textual images (indicating a Link) or text messages to promote Inmagine that are not approved in advance by Inmagine;

vii. You shall display the Links prominently in the relevant sections of the Platform;

viii. any information with respect to Inmagine that is going to be displayed on the Platform must be pre-approved by Inmagine in writing;

ix. You may not engage in cookie stuffing or include pop-ups, false or misleading links on the Platform. In addition, wherever possible, You will not attempt to mask the referring URL information (i.e. the page from where the click is originating);

x. using redirects to bounce a click-off a domain from where the click did not originate in order to give the appearance that it came from that domain is prohibited;

xi. You agree to abide by any legal requirements on data privacy and data collection - e.g. General Data Protection Regulation (“GDPR”) in any jurisdiction that applies GDPR; and/or

xii. if You are found redirecting the Links to hide or manipulate the Links’ original source, Your current and past commission will be voided, or Your commission level will be set to 0%. This does not include using “out” redirects from the same domain where the Link is placed.

9.2 Discounts and Coupons Guidelines

(a) If You are enrolled in the Program and Your Platform promotes coupons codes, You must adhere to Our coupon guidelines as follows:

i. coupons must be displayed in their entirety with full offer, valid expiration date and code;

ii. You may only advertise coupons and discounts that are provided exclusively through the Program using banners and the Links;

iii. You may not post any information about how to work around the requirements of a coupon/promotion (i.e., first time customers only) whereby such will result in removal of Your Account from the Program;

iv. You may not use any technology that covers up the coupon code(s) and generates the affiliate click by revealing the code(s);

v. You may not advertise coupon codes obtained from any non-affiliate marketing channel, including coupon codes from our email, paid search or any other non-affiliate marketing campaigns;

vi. You may not give the appearance that any ongoing offer requires clicking from the Platform in order to be redeemed; and/or

vii. if Your Platform ranks on the first page of Google for terms related to the Service with the words “coupon”, “coupons”, “coupon code”, “promo code”, etc. and/or Your conversion rate exceeds 20%, You may be offered a lower commission than our standard rate to offset the reduced profitability of orders. The current rate is 0%.

(b) Coupon Attribution & Authentication

Affiliate whose primary business is posting coupons, who are viewed and tagged by the Program as being a coupon site, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to You through the Platform. Coupon codes that are false, expired, vague or promote long-term sitewide offers that do not require a code shall not be considered as valid codes and the Affiliate will not be given commission on these orders.

9.3 Sub-Affiliate Networks

(a) Promoting Inmagine through a sub-affiliate network is permitted, however You must be completely transparent with regards to where traffic from Your sub-affiliate originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Service(s) adhere to this Agreement. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliates (within sub-affiliate network, there could be coupon sites as well, this is to control coupon sites).

(b) Failure to comply with the Inmagine sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with this Agreement.

10. AFFILIATE’S OBLIGATIONS AND UNDERTAKINGS

10.1 During the course of this Agreement, the Affiliate undertakes the below:

(a) to actively and effectively advertise, market and promote Inmagine by using the provided Links;

(b) to market Inmagine to potential customers at its own cost. The Affiliate is solely responsible for distribution, content, and manners of its marketing. All marketing activities must be proper and lawful in the region or area where these marketing activities takes place;

(c) to use tracking links provided by Inmagine through the Program, to ensure correct tracking of customers and not change or modify any marketing material without the written consent of Inmagine;

(d) to be responsible for the development, the operation, and the maintenance of the Platform as well as for all material appearing on the Platform; and

(e) to ensure that the Platform will not transmit unsolicited emails or engage in “spamming” activities to publicize or promote Your relationship with Inmagine or to increase the number of Your referrals – nor will You advertise or otherwise publicize Your relationship with Inmagine through the use of pay per click search engine advertising or the like. This prohibition applies, by way of example and not by way of limitation, to Google AdWords, Yahoo! Search Marketing, MSN AdCenter, and Ask.com.

10.2 Pay Per Click Guidelines

(a) If You are enrolled in the Program and participate in Pay Per Click (“PPC”) advertising, You must adhere to the Inmagine ‘s PPC guidelines as follows:

i. You may not bid on any of the Inmagine’s trademarked terms (as specified below), including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo, Facebook or any other network;

ii. You may not use the Inmagine’s trademarked terms in sequence with any other keywords (i.e. Inmagine coupons);

iii. You may not use the Inmagine’s trademarked terms in Your ad title, ad copy, display name or as the displayed URL;

iv. You may not directly link to the Service from any PPC ad or use redirects that yield the same result. The Links must be directed to an actual page on Your Platform; and/or

v. You may not bid in any manner appearing higher than Inmagine’s for any search term in position one (1) to position five (5) in any auction style PPC advertising program, or such other guideline(s) as may be updated by Inmagine from time to time.

(b) If You automate Your PPC campaigns, it is Your responsibility to exclude Inmagine’s trademarked terms from the Platform and We strongly suggest You add the Inmagine’s trademarked terms as negative keywords.

(c) We have a strict no tolerance policy on PPC trademark bidding. In the event of breach, Inmagine will forfeit all Your commissions for a minimum of the past thirty (30) calendar days and Your commission will be set to 0% without warning if You engage in PPC trademark bidding that uses Inmagine’s Trademarked Terms. For avoidance of doubt, the forfeiture of Your Commission shall not: (a) restrict Inmagine from perusing other remedies or reliefs legally available to Inmagine; or (b) prejudice any rights that have accrued and/or breaches that have arisen prior to such breach and which will remain fully reserved by Inmagine.

10.3 Trademarked Terms

For Designs.ai: “Designs.ai”, “Designs.AI”, “designs.ai” (including capitalized variations thereof, the “Designs.ai Keywords”) are trademark-protected marks of Inmagine. The use of these Designs.ai Keywords for bidding purposes or otherwise are strictly prohibited as the promotion of competing products from the use or association with Designs.ai Keywords is likely to cause customer confusion and violates Inmagine’s rights in its mark.

For 123RF: “123rf”, “123fr”, “rf123”, “123 rf”, and “123 royalty free” (including capitalized variations thereof, the “123RF Keywords”) are trademark-protected marks of Inmagine. The use of these Designs.ai Keywords for bidding purposes or otherwise are strictly prohibited as the promotion of competing products from the use or association with 123RF Keywords is likely to cause customer confusion and violates Inmagine’s rights in its mark.

For Pixlr: “pixlr”, “pixlr.com”, “pixlr pro”, “pixlr x”, “pixlr e”, “pixlr editor”, “pixlr express”, “pixlr market”, “pixlr free”, “pixlrpro”, “pixlrx”, “pixlre”, “pixlreditor”, “pixlrexpress”, “pixlrmarket”, “pixlracademy”, “pixlreducation”, and “pixlrfree” (including capitalized variations thereof, the “Pixlr Keywords”) are trademark-protected marks of Inmagine. The use of the Pixlr Keywords for bidding purposes or otherwise are strictly prohibited as the promotion of competing products from the use or association with Pixlr Keywords is likely to cause customer confusion and violates Inmagine’s rights in its mark.

11. RESTRICTIONS

11.1 When using the Program, You are responsible for maintaining the confidentiality of Your account and password, and for restricting unauthorized access to Your account. You hereby agree to accept responsibility for all activities that occur under Your account.

11.2 Inmagine hereby grants You, as an Affiliate, a non-transferable, non-exclusive, revocable, limited license to use and access the Program, provided that You will not:

i. license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit any part of the Program, or any content displayed on the Program without Inmagine’s prior written authorization;

ii. modify or alter any part of the Program;

iii. access the Program through any technology or means other than the technology provided on the Program, or other authorized means Inmagine may designate;

iv. sell access to the Program, or sell advertising, sponsorships or promotions within the Program of the content on the Services without Inmagine’s prior written approval;

v. use or launch any automated system, including without limitation, “robots”, “spiders”, or “offline readers” that accesses the Services in a manner not humanly possible. You agree not to collect or harvest any personally identifiable information, including account names from the Service or to use the communication systems provided by the Service for any solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their content on the Services.

vi. perform any abusive, discriminatory, obscene, unlawful or otherwise unsuitable act(s), which contains sexually explicit, pornographic, obscene or graphically violent materials;

vii. engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN-SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/or regulations that govern email marketing and/or communication;

viii. tarnish, disparage, or reflect adversely on the reputation of Inmagine and/or its Trademarks (as defined in Section 19.2 below) or otherwise diminish our goodwill by reason of our association with You or Your Platform including but not limited to Your known involvement in, or promotion or facilitation of, activity that is unlawful, infringing, invasive, immoral, fraudulent, misleading, discriminatory, defamatory, obscene, abusive, violent or otherwise offensive;

ix. incorporates images, text or any other content or features (either displayed or hidden) that are unlawful, infringing, invasive, immoral, fraudulent, misleading, discriminatory, defamatory, obscene, abusive, violent or otherwise offensive;

x. transfer Your account to another party without Inmagine’ consent;

xi. copy, modify, or distribute the Links from the Program and Inmagine’s Intellectual Property Rights or involving any third party;

xii. trade any disparagement or libellous, defamatory or infringing content, containing any machine-readable code that could be unintentionally downloaded onto a recipient’s computer (such as worm, virus, Trojan Horse, or other self-executing program) and damage or takeover recipient computer;

xiii. post the Links on Inmagine Facebook page, Twitter, Pinterest, etc. company pages in an attempt to turn the Links into Affiliate sales;

xiv. running Facebook ads with Inmagine trademarked company name;

xv. create a social media account that includes Inmagine trademark in the page name and/or username; and/or

xvi. use software or technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons

“Intellectual Property Rights” means and includes but is not limited to, any patent, copyright, design right, data, database, trade mark, service mark, trade secret, trade names, goodwill, know-how, derivative works, confidential information with intellectual property rights, other intellectual property rights or proprietary rights similar to the foregoing (whether registered or unregistered) in any country and in any form, media or technology now known or later developed and includes applications for the grant of such rights.

12. DATA PROTECTION RIGHTS

If You are conducting business in or taking orders from persons in other countries, You will follow the laws of those respective countries. For example, You will comply with the European Union’s Privacy and Electronic Communications Directive, and GDPR if You are conducting business in or taking orders from persons in one or more of the European Union countries.

13. REVERSAL & COMMUNICATION POLICY

13.1 Inmagine takes pride in its very low reversal rate, which We attribute to open communication with the Affiliate. However, Inmagine reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in this Agreement.

13.2 Additionally, if We ask You for clarification or more information on any orders or clicks that We suspect may be in violation of this Agreement, We expect that You will respond in a timely and honest manner. Below are violations of Our communications policy:

i. You are not forthcoming, intentionally vague or are found to be lying;

ii. You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in Your network profile; and

iii. You cannot substantiate or validate the source of Your traffic to the Program with clear and demonstratable proof.

13.3 If any of the above apply, then Inmagine reserves the absolute right to reverse orders, set Your commission to 0% or suspend or terminate You from the Program for the period or orders in question. We know that many violations are a result of automated processes; however, it is incumbent upon each Affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to this Agreement. For the avoidance of doubt, the forfeiture of Your commissions or suspension of Your participation from the Program shall not: (a) restrict us from perusing other remedies or reliefs legally available to us; or (b) prejudice any rights that have accrued and/or breaches that have arisen prior to such breach and which will remain fully reserved by us.

14. FTC DISCLOSURE REQUIREMENTS

14.1 You must include a disclosure statement within any and all pages, blog/posts, or social media posts where the Links for the Program are posted as an endorsement or review, and where it is not clear that the Link is a paid advertisement. This disclosure statement should be clear and concise, stating that We are compensating You for Your review or endorsement. If You received the product for free from Us for review, this also must be clearly stated in Your disclosure:

i. disclosures must be made at the beginning of the claims and may not appear solely in a “Terms of Use”, or other linked page;

ii. disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure (e.g. disclosure should be visible before the jump);

iii. pop-up, hover state and button disclosures are prohibited;

iv. disclosure policy applies to all social media, even when space is restricted (e.g., tweets); and/or

v. disclosures should be made in the same medium as the claim (e.g. video, text).

14.2 For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines (example 21) and the FTC's Endorsement Guidelines.

14.3 If You engage in so called “native advertising”, You further agree to comply with the FTC’s Enforcement Policy Statement on Deceptively Formatted Advertisements and the related guidelines.

15. AGGREGATED ANONYMOUS DATA

Notwithstanding anything to the contrary herein, You agree that Inmagine may use, process, manipulate, modify, copy, publicly perform and display, compile, and create derivative works from customer data and any other data related to the Program, including, but not limited to, using such data for any internal business purpose, and for the improvement, support, and operation of the Program, and/or the development of other products or service capabilities. You further agree that Inmagine may disclose to third parties aggregate data derived from Your data or from any other data related to the Program (including information regarding Your interaction with the Program), so long as such aggregate data is not personally identifiable with respect to You, subject to the applicable data protection laws. Further, all service data, usage data and other data that does not identify You and any data that is derived from the Your data and all data, reports, derivative works, compilations, modifications and other materials created by Inmagine from or with use of such data will be, in each case, the sole and exclusive property of Inmagine; and You hereby assign all of Your title and interest, if any, in and to such items to Inmagine without any fees and without rights to future royalties.

16. DISCLAIMER

THIS PROGRAM IS PROVIDED “AS IS, AS AVAILABLE, WITH ALL FAULTS” BASIS AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

YOU HEREBY RELEASE AND FOREVER DISCHARGE US FROM, AND HEREBY WAIVE AND RELEASE, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR RELATES DIRECTLY OR INDIRECTLY TO, YOUR USE OF THE INMAGINE WEBSITE AND/OR SERVICES, ANY INTERACTIONS OR TRANSACTIONS OF YOURS WITH, OR ACT OR OMISSION OF YOURS IN RELATION TO OTHER USERS.

17. LIMITATION

IN NO EVENT SHALL INMAGINE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, GOODWILL OR DATA) WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU SPECIFICALLY ACKNOWLEDGE THAT INMAGINE SHALL NOT BE LIABLE FOR THE CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

FURTHER, OUR AGGREGATE LIABILITY FOR ACTUAL DAMAGES (FOR ANY OTHER DAMAGES NOT OTHERWISE SPECIFIED HEREIN) ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR COMMISSION TO YOU UNDER THIS AGREEMENT IN THE PRECEDING TWELVE (12) MONTH PERIOD FROM THE EARLIEST DATE THAT YOUR CLAIM AROSE, WHICH DATE IN ANY EVENT SHALL BE NO LATER THAN THE DATE YOU NOTIFY US OF ANY CLAIM.

18. TERMINATION

18.1 This Agreement shall commence on the date of Our approval of Your Program participation and shall continue thereafter until terminated as provided herein. You may quit or terminate Your participation in the Program at any time by removing all Links from Your Platform, deleting all copies of the Links, all Trademarks and logos, together with all other materials provided by or on behalf of Inmagine in connection with the Program and by emailing to Us at affiliate@inmagine.com.

18.2 Upon a request for the closure of Your Account, Inmagine will proceed to carry out the necessary verification as stated in Section 6.4 above, to ensure that Your existing Commission meet the minimum threshold for the final cash out of Commission. If such verification is met, Inmagine shall queue Your Account for cancellation. Any Commission in Your Account below the threshold however will be forfeited unless it reaches the minimum threshold amount. You will receive Your final cash out of Commission within 15 working days of the following month.

18.3 Upon closure of Your Account and under Your specific instruction for data erasure, We shall take all reasonable efforts to erase all data related to Your Account. We reserve the right to retain any data necessary under the applicable laws.

19. TRADEMARKS AND COPYRIGHT

19.1 Subject to this Agreement, Inmagine grants to the Affiliate a non-exclusive, non-sub-licensable and non-transferable license to use and display such literature and marketing, advertising and/or promotional materials as may be reasonably required for the purposes of this Agreement.

19.2 All common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by Inmagine (collectively known as “Trademarks”).

19.3 Nothing contained herein grants or shall be construed to grant You any rights to use any Trademark, except as the Links placed on Your Platform. You acknowledge that Inmagine owns all rights, title and interest in and to its Trademarks. Your use of the Links and goodwill associated therewith shall at all times inure to the benefit of Inmagine.

19.4 You agree that You will not use our Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or Inmagine. Nor will You contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any Trademarks or the Trademarks claimed by Inmagine.

19.5 You agree that You will not use any Trademark or any variant thereof including misspellings as a domain name or as part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data, except pursuant to policies and rules issued by Inmagine, if any, in connection with the Program.

19.6 You may not at any time, adopt or use, without Inmagine’s prior written consent any work or mark which is similar to or likely to be confused with Inmagine’s Trademarks, except as the Links placed on Your Platform.

19.7 The look and feel of the Website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or Trademark or service mark of Inmagine and may not be copied, imitated or used, in whole or in part, without the prior written consent of Inmagine, except as the Links placed on Your Platform.

19.8 You may not use a Trademark, logo, image or other proprietary graphic of Inmagine to link to the Website without the prior written consent of Inmagine, except as the Links on Your Platform and used in compliance with the terms of this Agreement.

19.9 You may not frame or hotlink to the Service(s) or any image other than Your own without the prior written consent of Inmagine.

19.10 You may not use any Trademarks to market, promote, or endorse the goods and/or services or cause of any other individual or entity without our prior express permission in writing, signed by an authorized officer of Inmagine.

20. CONFIDENTIALITY

Except as otherwise provided in this Agreement or with the consent of Inmagine, You agree that all information, including, without limitation, the terms and conditions of this Agreement, business and financial information, customer, and pricing and sales information, concerning Us or any of the Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by You or any purpose other than Your participation in the Program, except and solely to the extent that any such information is generally known or available to the public through a source other than You. Affiliate shall not use any information obtained from the Program to develop, enhance or operate a service that competes with the Program, or assist another party to do the same.

21. TAXES

Inmagine shall not be responsible for any taxes owed by the Affiliate arising out of Affiliate’s relationship with Inmagine as set forth in this Agreement. Inmagine shall not withhold any taxes from the commissions paid to the Affiliate.

22. INDEMNIFICATION

You agree to fully defend and indemnify Inmagine and its employees, directors, and officers, and anyone else associated with Inmagine, and each of their successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs or debt, losses, damages, obligations, or expenses, including attorneys’ fees and expenses, arising from the breach of the warranty above or the terms of this Agreement by You.

23. NO WAIVER

No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and Inmagine’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.

24. GOVERNING LAW AND DISPUTES

This Agreement shall be governed by the laws of Singapore, without regard to the conflict of laws principles. All disputes arising out of or in connection with the performance of this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree that the dispute shall be settled by arbitration in Singapore under the Singapore International Arbitration Centre (“SIAC”) administered SIAC Arbitration Rules in force when the notice of arbitration is submitted in accordance with these Rules. The number of the arbitrator shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties. You acknowledge and agree that any breach of any covenant, representations, and warranties contained in this Agreement would cause irreparable injury to Inmagine such that damages and remedies under Singapore Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order any interim measure it deems necessary or proper in accordance with the applicable laws of Singapore, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.

25. LEGAL FEES

If Inmagine is obligated to go to court to enforce any of its rights, or to collect any fees, You agree to reimburse Inmagine for its legal fees, costs and disbursements if Inmagine is successful.

26. ASSIGNABILITY

The parties herein are independent contractors and no employment, agency or joint venture is created hereunder. You may not assign or transfer to anyone the rights granted to You in this Agreement, without Inmagine’s prior written consent.

27. ENTIRE AGREEMENT

You acknowledge that You have read this Agreement, understood it, and agreed to be bound by it. You further agree that it is the complete and exclusive statement of this Agreement between You and Inmagine, which supersedes any proposal or prior agreement, oral or written, and any other communication between You and Inmagine relating to the subject of this Agreement.

28. SEVERABILITY

Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties' intentions.

29. LANGUAGE

This Agreement is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing this Agreement, the English version shall prevail.

30. ELECTRONIC COMMUNICATIONS

You agree that the communications between You and Inmagine uses electronic means. For contractual purposes, You: (a) consent to receive communications from Inmagine in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Inmagine provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect Your non-waivable rights.

31. CONTACT US

For questions specifically concerning this Agreement, please contact Us via email at affiliate@inmagine.com.

Last updated: 16 February 2021