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Terms & Conditions Agreement

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

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. 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 Canflix, Inc. ("Canflix"). If we reject your application you will not be able to participate in the Canflix Affiliate Network; however, you are welcome to reapply at any time.

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

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

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

1.3. "Canflix Service" means the DVD rental service currently offered on the Canflix Site, and the DVD rental service as Canflix may alter and modify from time to time during the Term.

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

1.5. "Subscriber" means a person, with a mailing address within Canada, its territories, or possessions, who (i) subscribes to the Canflix Service using a Link and through such Link successfully registers for a free trial of the Canflix Service (i.e., requiring the entry of name, address, email address, and valid payment information via the Canflix Site and (ii) has not previously subscribed to the Canflix Service.

2. Term and Termination

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

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

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

2.4. 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.

2.5. 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 survive or that are otherwise necessary for the enforcement of the Agreement.

3. Obligations of Canflix

3.1. Upon acceptance of your application, you will have the ability to access performance reports via your account in the Canflix Affiliate Network Site. The Canflix Affiliate Network interface will contain certain sales reports and traffic information related to your affiliate relationship with Canflix. These reports will contain estimates of (i) the number of Internet user click-throughs to the Canflix Site from use of Advertising; (ii) the Referral Fees payable to you pursuant to Section 3.3, below, and; (iii) the number of Subscribers generated from use of Advertising.

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

3.3. During the Term, Canflix 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 Canflix Affiliate Network Site. Canflix 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, Canflix shall have the right to refuse to make any payment to you with respect to any Subscriber that Canflix, in its reasonable, good faith discretion, determines was obtained 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 Canflix Payment Schedule. The Canflix Payment Schedule is located on the Canflix Affiliate Site and as available through the Canflix Affiliate Network Site. Canflix reserves the right to change the Referral Fees payable hereunder by providing notice to you and reflecting such changes on the Canflix Payment Schedule. Any changes to the Referral Fees shall become effective upon notice to you.

4. Obligation of Affiliate

4.1. As an Affiliate, you are permitted to promote the Canflix Service only through Advertisements made in the following manner: 
4.1.1. Links from your website to the Canflix Site, and
4.1.2. Links or pop-under placements on websites for which you have received express written permission from such sites to serve such links or placements and as otherwise subject to the limitations set forth in this Agreement.

4.2. All promotional activities undertaken by you to promote the Canflix Service shall be made in accordance with all applicable laws and regulations. You shall not complete the registration to or otherwise interact with the Canflix Service on behalf of any third party. You are only permitted hereunder to link third parties to the Canflix Site. All information obtained at the Canflix Site from individuals linking to the Canflix Site shall be the sole and exclusive property of Canflix 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 Canflix Site.

4.3. If you desire to promote the Canflix 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!), (ii) by incorporating keyword text into meta tags or websites or by using other search engine optimization techniques, or (iii) by offering, either directly or indirectly, any consideration or incentives to potential Subscribers to register for the Canflix Service, 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 or Spyware to promote the Canflix Service. In addition to the foregoing requirement and as consideration for our entering into this Agreement with you, you agree not to bid or otherwise purchase, either directly or indirectly, the search name "Canflix" or any misspelling or variant thereof from websites, search engines or other directory referral services. Notwithstanding anything in this Agreement to the contrary, neither you nor any Agent shall distribute e-mails promoting the Canflix Service.

4.4. You shall replace any Advertising displayed on your site with any new Advertising provided by Canflix 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 Canflix site, nor shall you create the impression that your site is the Canflix site or a part of the Canflix site. You shall not use Canflix or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the Canflix site.

4.5. During the Term, you will not disparage Canflix, the Canflix Site or the Canflix 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 Canflix harmless from any claims arising out of or related to your website.

5. Subaffiliates and Agents
If you operate subaffiliate networks, work with Agents or conduct reward programs with users, you agree to the following:

5.1. Any relationships you enter into with third parties, subaffiliates, or agents ("Agents") in connection with your promotion of the Canflix Service are at your sole discretion. Canflix 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 Canflix to such Agents, including commitments regarding payment of fees to the Agents by Canflix or commitments for licenses to Canflix's name, logo(s), any provided images, or other intellectual property. Agents are not third party beneficiaries of this Agreement with Canflix. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you and Canflix shall have full recourse against you with respect to such breach..

5.2. You will provide Canflix with an up-to-date list of your Agents (site name and url) upon request.

5.3. You agree to terminate your relationship with an Agent as it pertains to the Canflix Affiliate Network if an Agent engages in any activity that is prohibited as provided by this Agreement or if requested by Canflix, and if you do not terminate such Agent within five (5) business days from Canflix's request, Canflix 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.

6. 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.

7. Ownership of Advertising and Indemnification

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

7.2. Canflix 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 Canflix, including without limitation any infringement of any copyright, trademark or other intellectual property right of any third party by the Advertising.

7.3. Affiliate shall defend, indemnify and hold Canflix, 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 under Section 4 above, and the confidentiality obligations outlined in Section 11 below.

7.4. Any party seeking indemnification under this Section 7 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.

7.5. The indemnity obligations under this Section 7 shall survive termination of this Agreement.

8. 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, Canflix specifically makes no representation or warranty relative to the performance levels or continuous operation of the Canflix Site or the Canflix Affiliate Network Site.

9. 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.

10. 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.

11. 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 Canflix. 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. Notwithstanding anything in this Section to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain or (iii) released through no fault of the parties will not be considered confidential information hereunder.

12. General Provisions

12.1. This Agreement will be governed by the laws of the state of California, without reference to its choice of law rules.
12.2. 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.

12.3. Notices and other communications to you, as required or permitted to be given hereunder, shall be posted on the Canflix 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 Canflix shall be sent by e-mail to affiliates@canflix.com and shall be deemed effective one business day after e-mailing.

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

12.5. 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.

12.6. You and Canflix 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.

12.7. 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.

*I have read, understand and agree to the above terms and conditions.


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