Affiliate Agreement Version 3.0

This Affiliate Agreement ("Agreement") sets forth the terms and conditions under which the Utherverse Affiliate Program ("Affiliate Program") operates.  The parties to this Agreement are you and Utherverse. By participating in the Affiliate Program you expressly agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, you can not participate in the Affiliate Program.

Utherverse may add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the site http://www.utherverse.com/legal/AffiliateAgreement.aspx or at http://www.redlightcenter.com/legal/AffiliateAgreement.aspx. Any changes are effective 48 hours after being posted.  It is your responsibility to check the site frequently. If any modification is unacceptable to you, your only recourse is to terminate your participation in the Affiliate Program. Your continued participation in the Affiliate Program 48 hours following posting of a change notice or new agreement on the Utherverse Web Site constitutes your acceptance of the changes.

1.         General Rules

1.1       The Utherverse Network Terms of Service, and the Utherverse Privacy Policy are incorporated herein by this reference. As an Affiliate you will continue to be bound by all of these documents. In the event of an inconsistency between this Agreement and any other document, this Agreement shall control.

2.         Eligibility and Account Maintenance

2.1       Eligibility

Utherverse shall only enter into this Agreement or otherwise provide access to the affiliate program with parties that:

            (i)         can lawfully enter into and form contracts under applicable law;

            (ii)        are at least the age of majority in the jurisdiction in which they reside;

            (iii)       are least 18 years old regardless of the age of majority; and

If you do not meet all of these requirements, you may not participate and Utherverse shall not enter into any agreement with you.

2.2       Provision and Maintenance of Information.

You must provide Utherverse with complete, accurate, and updated payment and contact information at all times.  If any information changes, you are required to notify us as soon as possible.  Payments otherwise due to you are forfeited for any period in which we are not in receipt of your accurate contact and payment information.  The information required is set forth on your account maintenance page on our website, but shall include at minimum your name, your birth date, your address, your telephone number, your email address, and your payment information.

2.3       Passwords and Security. 

You are solely responsible for keeping your password confidential. You must notify Utherverse immediately if you believe your password has been or may be obtained or used by any unauthorized person. In addition, you must notify Utherverse immediately if you become aware of any other breach or attempted breach of the security of your Account or the Utherverse sites or services.  In the event that our services or your account security are compromised, we shall have no liability to you to the maximum extent permitted by law.

3.         Your Obligations

3.1       You must not breach our rights, or the rights of third parties.  You must comply with these Terms of Service as well as any other guidelines set forth by us.

3.2       Special Links

As a member of the Affiliate Program, Utherverse will provide you with specified links and methods to be used in linking to our site(s). You will only earn commissions on sales made from such links. Utherverse will not be liable to you for any failure by you to use the links correctly. 

3.3       Prohibited Activities and Links

You shall not link to us from any web site containing any materials that are illegal anywhere within the United States or Canada; that contain sexual depictions of persons under 18 years old; depictions of unclothed persons under 18 years old; that contain depictions of bestiality; that contain materials that violate copyright; that contain depictions that would require records be kept with regard to 18 U.S.C. 2257 but where such records have not been kept; or that could give rise to civil or criminal liability.  This means, for example, that if a web site contains a cartoon depiction of bestiality, even if you link to us from a different page on the web site, your link would be a violation of this Agreement.  In addition, you may not embed links in unsolicited emails, unsolicited instant messages, newsgroup postings, message board postings, spyware, or other non-html mechanisms.  IF YOU LINK TO US IN VIOLATION OF THIS PARAGRAPH, IN ADDITION TO ANY CIVIL OR CRIMINAL REMEDIES WE MAY HAVE AGAINST YOU, ALL AMOUNTS DUE TO YOU FOR PAST, PRESENT, OR FUTURE ACTIVITIES ARE IRREVOCABLY FORFEITED.

4.         Commissions

4.1       Sign-ups 

Utherverse will process the membership requests of members who follow your properly formulated tracking links to our site ("members"). Utherverse reserves the right to reject members that do not comply with any requirements that Utherverse has and may periodically establish. Utherverse will track memberships sold to such members and will make available to you reports summarizing sales activity within a reasonable time frame. Utherverse will use commercially reasonable efforts to present accurate information in the reports, but cannot guarantee their accuracy.  These members shall be conclusively deemed members of Utherverse.

4.2       Commissions

Any members who pay money to us within twelve months of following your properly formulated links to us shall be eligible to generate a commission for you (the "Eligible Period").  No commission shall be paid on any amounts we receive (including recurring billing) more than 12 months after the Customer first clicks any link to our site.  For example, if a member joins as a basic member and then, two months later, upgrades to a paid membership through our primary payment method at CCBill only (and also does not include those upgrades that are gifted, or where the member has accumulated adequate Rays to qualify for VIP membership) and  that member remains a paid member for twenty months, you would be eligible for commissions only for the ten months in which the member has paid us during the initial twelve month period following their first clicking the link to our site.  Furthermore, no commission shall be paid on anything other than monthly membership payments.  Without limiting the foregoing, no commission shall be paid on merchandise purchases, leases, or event access fees.

4.3       Discretion to Continue to Pay Commissions

At the sole discretion of Utherverse, we may choose to continue to pay Revenue Share Commissions past the initial twelve month period described in 4.2 above, but any decision to do so does not create any on-going obligation or liability to continue such commission payments.

4.4       Ineligible Members

Any member who has a cookie or other indicia of having visited our site prior to first clicking your specially formulated link shall not generate any commission for you.

4.5       Administration by CCBill

Our program is currently administered by CCBill.com.  You agree to abide by any terms of service or requirements set forth by CCBill.

5.         Affiliate Commissions and Reporting

5.1       Affiliate Commissions

Utherverse will pay you commissions in accordance with this Agreement as follows:  For any funds received from a member within the Eligible Period, you shall receive one of the following commissions, as selected by you, and such choice shall be made in advance of the registration of members, either:

(i)         sixty percent (60%) of the monthly fees, after billing costs and processing fees, for the first twelve months, as set out in 4.2 above, or

(ii)        a one-time fee of $60 per eligible Member Premium.

5.2       Payment of Commissions

(a)           Tax Information: In order to receive your Commissions you must provide your taxpayer information to Utherverse as required by the IRS, Revenue Canada, or other pertinent taxing authority. No payments shall be due to you for any commissions otherwise earned during a period in which we do not have the required tax information.

(b)           Payment Terms: Cheques will be sent to you from CCBill.com directly, according to their terms and whatever schedule they follow.

(c)           Finalization of Payment Prior to Commission Payments:  Regardless of any provisions to the contrary, commissions shall not be considered final and due to you until the payment mechanism used by the customer is final.  This means, for example, that commissions on a credit card charge that is subject to potential chargebacks for a period of six months will not be due to you until that six month period has elapsed.  Notwithstanding the foregoing, Utherverse may decide to advance you money based on commissions for sales that have a payment mechanism that is not yet final.  If we do so, it shall be deemed an interest-free    loan that is immediately due and payable to us in the event that the member's payment method results in a reversal of the member's payment.  Without limiting our other options to recoup such loans, they loans may be recouped by withholding the principal balance from future payments due to you.  The loans shall bear interest at the lower of 10% per annum, or the highest rate permitted bylaw, beginning at the moment the member's payment method results in a reversal of the member's payment.

(d)          Processing Fees: Any time we have to send you a check for under $50 (for example, if your account is terminated and you are owed less than $50), we shall deduct a $5 processing fee from that cheque.

(e)           Our Affiliate Program is currently being administered by CCBill.com.  CCBill.com will issue your payments, track your commissions, and provide other services.  To the extent that CCBill.com requires a longer wait for payment, higher commissions, or otherwise less favorable terms for you with regard to commissions, those less favorable CCBill.com terms and requirements shall govern.

6.         Identifying Yourself As An Affiliate

6.1       Logo

Utherverse will make available to you various graphics to promote the Utherverse Affiliate Program.  Utherverse may modify the text or graphic image of this notice from time to time.

6.2       All other Communications

Except as provided for in the Affiliate Guidelines, you may not make any press release with respect to this Agreement or your participation in the Affiliate Program without the prior written consent of Utherverse, which may be given or withheld in our sole discretion.

7.         Limited Licenses

7.1       Utherverse License to You of Logo and Links

Utherverse grants you a limited nonexclusive, nontransferable, revocable right to use the graphic images and text provided to you by Utherverse, for use on your web site or web space, solely for the purpose of identifying your web site or web space as an Affiliate Program participant and to assist in generating Commissions. In addition, Utherverse grants you a limited, nontransferable, nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of selling products pursuant to this Agreement. You may not modify the graphic images or text, or any other of the Utherverse images, in any way. Utherverse may revoke your license at any time by giving you written notice. Utherverse reserves all of its rights in the graphic images, text, any other images, Utherverse trade names and trademarks, and all other intellectual property rights. Any and all rights in and to any Utherverse intellectual property shall inure to the benefit of Utherverse.

8.         Indemnification

You agree to indemnify, defend and hold Utherverse harmless for any claim arising out of, relating to, or connected with your alleged breach of this agreement. You also agree to indemnify, defend, and hold Utherverse harmless based on any claim alleging facts that, if true, would constitute a breach of this Agreement. You also agree that covered claims under this indemnity obligation shall include, without limitation

(a)           any claim that use by Utherverse of any images provided via your web site or web space infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; and/or

(b)           any claim related to your web site, including, without limitation, content therein not attributable to Utherverse. Utherverse may withhold any Commissions that it owes you if you have to indemnify Utherverse.  In addition, to the extent that your site contains illegal content, and Utherverse and/or its affiliates, agents, or employees are required to defend themselves criminally or civilly with regard to the content on your site, you shall provide an indemnity and pay all defense costs.

9.         Disputes

Disputes hereunder shall only be resolved in Vancouver, British Columbia.  In the event that a court determines that, despite the preceding clause, that the case may be heard within the United States, such a case may be brought only in San Jose, California.  Regardless of where the case is brought, all disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association.  In any event, no exemplary or punitive damages shall be permitted in any judgment or arbitration award.

10.       Term and Termination

10.1     Term

The term of this Agreement will begin upon the acceptance by Utherverse of your Affiliate Program application and will end when terminated by either party.

10.2     Utherverse Termination

In its sole discretion, with or without notice to you, Utherverse may terminate your participation in the Affiliate Program and terminate your Account. If Utherverse determines, in its sole discretion, that you are abusing the system, the Utherverse Service and/or the Utherverse Affiliate Program, Utherverse may (without limiting any other rights or remedies available to it) withdraw your participation and withhold any Commissions payable to you.

10.3     Effect of Termination

You can only earn Commissions during the term of the Agreement, and Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. Utherverse may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your web site, all links to the Utherverse Web Site, product images from the Utherverse database, all Utherverse trademarks, trade dress and logos, all Special Links, and all other materials provided by or on behalf of Utherverse to you pursuant hereto or in connection with the Affiliate Program.

10.4     Termination of Entire Program

Utherverse may terminate this entire program at any time.  In the event that the entire program is terminated, all obligations to pay affiliates hereunder shall cease, even with regard to commissions already earned but not yet paid.

10.5     You may terminate your participation in the program at any time by providing us notice of the same. 

11.       Reward for fraud reporting

You agree to immediately report to us any fraud against us that you learn of.  In the event you report fraud and such reporting results in a criminal conviction against the person committing the fraud, we will pay you $5,000 or the amount of money you have saved us by reporting the fraud, whichever is smaller.

12.       Compliance with CCBill.com’s Acceptable Use Policies

You agree to comply with the policies set forth at http://businesscenter.ccbill.com/html_forms/aupt.html at all times.  Those policies are incorporated into this Agreement and a violation of those policies shall be considered a violation of this Agreement.

13.       Notices

Notices to us shall be effective upon our actual receipt of them.  All notices must be sent via email to affiliates@utherverse.com with a copy by postal mail to #421-280 Nelson Street, Vancouver, British Columbia, Canada V6B2E2.