DEVILLE DIGITAL

DeVille Digital Program Terms and Conditions


			   DeVille Digital Affiliate Program Terms and Conditions
					    As of March 8, 2011
						

Please carefully read all of the following terms and conditions.  This is a binding legal agreement ("agreement", "terms") between VC Productions, LLC, a US corporation, doing business as DeVille Digital ("DeVille Digital", "DeVilleDigital.com", "our", "we", or "us") and you ("you", "your", "affiliate").

By submitting an affiliate application and participating in the DeVille Digital program ("program"), you are stating that you have fully read, understand and accept each and every term and condition set forth herein, and as such, agree to be bound by this agreement in full.

The DeVille Digital Program is run and processed via CCBill.com, including all transactions, payments and statistics.  In addition to the terms listed herein, by submitting an affiliate application, you also fully agree any and all CCBill.com affiliate terms and conditions. 

Ignorance of these terms and conditions is not an excuse for any violation.  We reserve the right to add to, delete from, or change this agreement at any time. You are responsible for reading and complying with any changes that we may make to this agreement.

1. Program Enrollment.

1.1 To begin the enrollment process, you must initiate an affiliate application via the DeVille Digital website, and submit the completed application form via CCBill.com. You will be notified by email of your acceptance. We may reject your application for any reason or no reason. You must be at least the age of 18 (or the age of majority in your state, locality or jurisdiction in which you reside) in order to become an affiliate.

1.2 You are prohibited from submitting an application if your site or service(s) are involved in unlawful activity or contain objectionable material, including by way of example only, but not limited to: a site or service containing images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, or otherwise legally prohibited; a site or service facilitating illegal activity or considered obscene or harmful to minors or not in compliance with applicable laws; a site or service promoting fraudulent, unlawful, misleading, or unfair business practices; a site or service promoting violence; a site or service that has sent unsolicited commercial electronic mail messages ("email"); a site or service that intends on sending unsolicited commercial email at any time during the term of this agreement; a site or service promoting discrimination based on race, sex, religion, nationality, disability, or age; a site or service incorporating any materials which infringe or assist others to infringe on any copyright, trademark, patent, or other intellectual property rights; or a site or service involving unfair competition.

2. Non-Exclusive Limited License.

2.1 Subject to the terms and conditions set forth in this agreement, we grant to you the non-exclusive right to direct, refer or send visitors or users of your website to websites owned, operated or controlled by us. 

2.2 Subject to the terms and conditions set forth in this agreement, we grant to you a limited, non-exclusive, non-transferable and revocable license to access, download and use our promotional materials, logos, trade names, trademarks and similar identifying material (collectively "DeVille Digital Marks") created by DeVille Digital for use on your website for the exclusive purpose of advertising, marketing or promoting websites owned, controlled and/or operated by us; provided, however, the license herein granted shall automatically and immediately cease upon the termination of this agreement.

2.3 DeVille Digital Marks remain our property and all rights therein are reserved to us. Nothing herein shall be construed as a grant or assignment to you of any rights in any of our intellectual property, including, without limitation, any of our trademarks or service marks.

2.4 This license does not include the right to purchase, bid, or otherwise obtain keywords based upon DeVille Digital Marks on common search engines, e.g. google.com, yahoo.com, msn.com, etc. You may not alter, modify or change the DeVille Digital Marks in any way. You are only entitled to use the DeVille Digital Marks to the extent as an Affiliate, in good standing. You shall not make any specific use of any DeVille Digital Marks for purposes other than advertising memberships to the particular DeVille Digital services. You agree not to use the DeVille Digital Marks in any manner that is disparaging or that otherwise portrays DeVille Digital in a negative or misleading light. We reserve all of our rights in the DeVille Digital Marks, and all other intellectual property rights thereto. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement and by that time you shall cease and desist all use of the DeVille Digital Marks.

2.5 By entering this agreement, you acknowledge that any and all trademarks, trade names, copyrights and other intellectual property rights owned from time to time by us or any associated entity, used or embodied in or in connection with the program shall be and remain at all times our sole property. You shall not during or at any time after the expiration or termination of this agreement in any way question or dispute the ownership by us of any such rights. In the event that new trademarks, trade names or copyrighted materials are adopted or created during the currency of this agreement, you hereby expressly acknowledge that the same shall be and at all times remain our property. 

2.6 Notwithstanding the above grant to use the DeVille Digital Marks, you may not create a website or webpage which uses DeVille Digital Marks in a manner that is likely to be confused, e.g. near copies of the DeVille Digital website, similar designs, graphics, look and feel, etc., with a DeVille Digital webpages or websites. In determining whether a subject webpage is likely to be confusing, DeVille Digital shall, without waiver, have the sole discretion and to require the removal or redesign of the offending webpage. DeVille Digital's conclusion that a webpage or website of an affiliate is not confusing, does not waive any rights of DeVille Digital to require subsequent removal or redesign.

2.7 Notwithstanding the above grant to use the DeVille Digital Marks, you may not register social networking site accounts, or other such persona accounts on other websites or services, using DeVille Digital Marks in any way.  You are prohibited from pretending to be or representing yourself as one of DeVille Digital's employees, official contacts or models.

2.8 Notwithstanding the above grant to use the DeVille Digital Marks, you may not register a domain name using the terms "Vanilla DeVille", "DeVille Digital", "Elle Sommers" or any other prefix or misspellings of DeVille Digital's domain names or DeVille Digital Marks, whether these names are used alone or in combination with other words and includes all top level domains, i.e. ".com" ".net" ".org" etc. ("Prohibited Domain Name"). If you have previously registered a Prohibited Domain Name, by continuing to remain an affiliate, you agree that upon termination of your affiliate relationship, you will transfer the domain name that uses the Prohibited Domain Name to DeVille Digital within 30 days. In such a case, DeVille Digital shall pay you a reasonable fee to cover the expenses necessary to transfer the Prohibited Domain Name, but in no instance will the amount exceed $100.

3. Affiliate Responsibilities, Warranties, Conditions and Restrictions.

3.1 DeVille Digital prohibits you from engaging in any form of unsolicited commercial email solicitations (commonly referred to as "spamming") or the sending of emails that are misleading, spoofed, contain misleading subject lines, contain inaccurate or misleading sender or recipient data, or violate applicable State or Federal Statutes. For the purposes of program's definition, spamming also includes similar, misleading or abusive behavior in chat rooms, message boards, websites, instant messages, newsgroups, social networking sites, torrents, IRC messages, or any other Internet communication software. DeVille Digital at its own discretion and not as its exclusive remedy, reserves the right to suspend, terminate or by any other method, discipline any affiliate without further notice or pay if it is determined that the affiliate was spamming or in violation of this provision or in violation of applicable law. NOTE: WE HAVE ZERO TOLERANCE FOR SPAMMING. IF YOU SPAM, YOUR PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO US. 

3.2 You are prohibited from advertising, in any manner, DeVille Digital services through the use of email or links in email. This provision prohibiting such email advertising goes beyond the prohibition in Section 3.1 above (prohibiting the use of unsolicited email advertising) and prohibits you from sending any email messages advertising DeVille Digital services or including DeVille Digital Marks or Links even if such email is permission based or double opt-in. DeVille Digital, at its own discretion and not as its exclusive remedy, reserves the right to suspend, terminate or by any other method, discipline you without further notice or pay if it is determined that you (or someone acting on your behalf) violated this provision.

3.3 You agree and warrant that you will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate any images, videos, banners, logos or other promotional or advertising materials provided to you by us pursuant to this agreement and the program in whole or in part, in any manner, at any time anywhere in the world except as authorized by us in writing. 

3.4 You agree and warrant that you will ONLY use promotional materials provided by DeVille Digital to promote websites that are included in the program.

3.5 You agree and warrant that you will not include, or link to, any of the following within a website that contains our content or links (or, directly or indirectly, link any of the following content or material to any DeVille Digital website through any hyperlinks maintained or created on your website):

 a. Any material, site or service facilitating illegal activity or considered obscene or not in compliance with applicable laws;
 
 b. Any material, site or service which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;
 
 c. Any material, site or service in which persons under the age of eighteen are depicted in actual, simulated or suggestive sexual situations, or which constitutes child pornography, or which involves depictions of nudity or sexuality by an age inappropriate-looking performer, or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age;

 d. Any material, site or service not fully in compliance with 18 U.S.C. Sec. 2257 et seq. and the regulations promulgated thereunder;
 
 e. Any material, site or service depicting bestiality, rape or torture;
 
 f. Any material, site or service promoting fraudulent, unlawful, misleading, or unfair business practices;
 
 g. Any material, site or service which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;

 h. Any material, site or service which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights;

 i. Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person.

3.6 You agree and warrant that all materials of every kind, including photographic, videographic, audio and textual materials used in direct or indirect association with materials provided through the program shall only be transmitted, distributed, broadcast and otherwise disseminated by you to willing adults and shall at all times comply with contemporary community standards in the communities into which they are so disseminated.

3.7 You agree and warrant that if your participation in the program is terminated for any reason, you cease to be a affiliate in good standing, you change your website's URL or you cease to offer services on the Internet, you shall immediately and permanently cease all use of all materials provided to you by us through the program and that you will remove all files containing materials provided to you pursuant to the program from your website.

3.8 You agree and warrant that you are the person who owns or is otherwise is entitled to contract on behalf of the entity which owns the rights to your website.

3.9 You agree and warrant that upon termination of this agreement you will immediately cease using DeVille Digital marks and remove any links or materials supplied to you or referring to DeVille Digital from your website.

3.10 You agree and warrant that you shall properly (and continuously) post the statements in the manner (and the locations) required by Title 18 USC Section 2257 (and the regulations promulgated thereunder) ("2257 requirements") on your websites or other Internet areas you employ for the promotion or marketing of our program, as well as the following:

 a. You agree and warrant that any information in the nature of the legal names, dates of birth, addresses, and other personal information of actors and models, together with any and all information that is derived therefrom, which you may receive from us for purposes of 2257 requirements, if any, shall be treated by you as "confidential information", and that all of this confidential information is the sole and exclusive property of us and that you shall use this confidential information solely for the purpose of compliance with 2257 requirements and for no other purpose whatsoever. 

 b. You agree and warrant that you shall protect any such confidential information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use or dissemination of publication of the confidential information as you would use to protect your own information of a like nature, including compliance with any law governing the safekeeping or protection of such confidential information. Without limiting the generality of the foregoing, you shall not copy, reproduce, distribute or disclose to any person, firm or corporation any of the confidential information disclosed to you by us in any matter whatsoever; or permit any third party to have access to such confidential information; or use such confidential information for any purpose other than in accordance with 2257 Requirements.

 c. You agree and warrant that you shall hold harmless and indemnify DeVille Digital against any claim for damages, attorney's fees, costs, fines, financial penalties, and assessments resulting from your failure to use a reasonable degree of care to prevent the unauthorized use or dissemination of the confidential information or resulting from your failure to comply with any law governing the safekeeping or protection of such confidential information. 

 d. You agree and warrant that you will keep such confidential information only so long as you are required to do so by 2257 requirements, and that such confidential information will thereafter by promptly destroyed in a manner that will not permit its dissemination to any other person, firm, or corporation. 

3.11 You agree and warrant that all your warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this agreement.

4. Program Limitations.

4.1 Customers who buy membership through the program will be deemed to be customers of DeVille Digital and its entities. Accordingly, all DeVille Digital's rules, policies, terms, and operating procedures concerning all aspects of the customer relationship including, but not limited to, customer orders, customer service, and sales will apply to those customers.

4.2 The program shall at all times have the right, in its sole and exclusive discretion, to terminate the program and any and all program benefits relating to your participation in the program at any time and may do so with or without prior notice or cause.

4.3 The program has the right to terminate your and any other person's participation in the program at any time and may do so with or without prior notice or cause.

4.4 Program benefits are not transferable by you and may only be used by you in association with your website while you are participating in the program and are an affiliate in good standing.

4.5 All program materials, including, without limitation, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to you as part of this program shall remain the property of DeVille Digital and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the world except as expressly authorized in writing.

5. Program Benefits.

5.1 For each person who becomes a subscriber to a website owned, controlled or operated by DeVille Digital, and who has been tracked and verified as a "referral" to a DeVille Digital website from your website, via the CCBill.com system, you will receive a "referral fee" of 50% of the subscriber sale price.

5.2 For each person who becomes an affiliate of the DeVille Digital program, and who has been tracked and verified as a "webmaster referral" to from your website, via the CCBill.com system, you will receive a "webmaster referral fee" of 10% of the new affiliate's future sales as tracked by CCBill.com.

5.3 You acknowledge and agree that you shall not be entitled to a commission, referral fee or webmaster referral fee for any DeVille Digital subscriber or affiliate who you sent or referred to a DeVille Digital website in breach/violation of the terms of this agreement.

5.4 You also acknowledge and agree that you shall not be entitled to a commission, referral fee or webmaster referral fee from DeVille Digital for any subscription or affiliate which DeVille Digital or CCBill.com determines is the result of possible fraudulent activity. 

5.5 You acknowledge and agree that DeVille Digital or CCBill.com shall have the right to deny or withhold payment from you and to terminate you from the program if there has been an abnormal number of chargebacks, or cancellations of memberships or subscriptions which have been referred to DeVille Digital through your website. You further acknowledge and agree that DeVille Digital shall have the right, in its sole and exclusive judgment, to determine what constitutes an abnormal number of chargebacks or cancellations of memberships or subscriptions. 

5.6 All commissions and referral fees due and payable hereunder shall be paid in United States Dollars and shall survive termination of this agreement. All payments will be processed by CCBill.com via check by default, and sent via us mail. Payments can be requested by wire at the affiliate's additional expense by contacting CCBill.com. Payments are sent when a minimum of $25.00 is achieved.

5.7 DeVille Digital reserves the right, in its sole and exclusive discretion, at any time to alter or modify the program including the method and terms of all payment benefits to participants. Upon notice of any change in benefits under the program, you shall have the right to withdraw or terminate your participation in the program.

6. No Joint or Collaborative Venture. 

6.1 Nothing in this agreement is intended by us or you to create or constitute a joint or collaborative venture or partnership of any kind between you and DeVille Digital, nor shall anything in this agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between you and DeVille Digital, its employees, agents or assigns.

6.2 You acknowledge and agree that we shall have no control nor ownership interests of any kind in your business or your website.

6.3 You acknowledge and agree that you shall have no financial or other interest in DeVille Digital or any property owned by DeVille Digital, its affiliates, agents, successors or assigns.

6.4 You acknowledge and agree that your relationship with us shall be restricted to matters pertaining to the program exclusively and shall be governed entirely by the terms and conditions of this agreement as well as CCBill.com terms and conditions.

7. No Monitoring or Supervision.

7.1 You acknowledge and agree that we have no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by you on, at or in association with your website, except as specifically set forth in this agreement.

7.2 You further acknowledge that neither DeVille Digital nor any employee, associate, agent, assign or successor of DeVille Digital shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with your website, and that you shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through your website.

7.3  You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. We reserve the right to terminate this agreement without pay and without notice in the event that we determine that an affiliate is violating a third party's intellectual property rights. We reserve the right to cooperate in any investigation (including third party investigations by governmental entities) relating to activities involving your conduct or any violation of these terms, including, but not limited to, disclosure of your account information to third parties in connection therewith, when, for example, your registration or "whois" information is not current or accurate.

8. No Guarantees or Warranties. You acknowledge and agree that DeVille Digital makes no guaranties or warranties of any kind with respect to the program or materials provided by, through or in association with the program, and all materials are provided to you "as is", and that use of the program and associated materials, including, without limitation is solely at your risk. DeVille Digital disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the program and any and all materials of every kind supplied to you as part of this program.

9. DeVille Digital Limited Liability. You acknowledge and agree that under no circumstances shall DeVille Digital, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to you, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to any DeVille Digital website, or arising from or in connection with the use of the DeVille Digital program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of DeVille Digital 's services, content or program materials, including without limitation any losses due to server problems or due to incorrect placement of HTML. 

10. No Representations of Success or Profitability. You hereby confirm and acknowledge that you have unilaterally decided to enter into an Internet service business and acknowledge that it is a high risk business. You further confirm, acknowledge and expressly agree that neither DeVille Digital, any agent or representative of DeVille Digital, nor any other person has at any time in the past, represented to you or has otherwise directly or indirectly communicated in any manner to you any guarantee, reassurance or any other communication of any kind.  You expressly acknowledge and agree that the success of any business endeavors which involve your participation in the program pursuant to this agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of advertising and promotion, your administrative capabilities, etc., and that the ultimate success or failure of your business rests with you and not DeVille Digital. You further expressly agree not to raise any claim of any kind against DeVille Digital and you agree to hold DeVille Digital harmless from any claim of loss to you directly or indirectly resulting from your decision to participate in the program pursuant to this agreement.

11. Term and Termination of Agreement.

11.1 You acknowledge and agree that the term of this agreement is at will, and this agreement and/or the DeVille Digital Program may be terminated by DeVille Digital, in its sole and exclusive discretion, at any time, without any advance notice and for whatever reason.

11.2 In the event that this agreement or the DeVille Digital program is terminated by DeVille Digital, you shall be entitled to all unpaid commissions, referral fees or webmaster referral fees earned by you prior to the date and hour of termination. However, you shall not be entitled to receive any commissions, referral fees or webmaster referral fees for any referrals delivered or received after the date and time of termination.

12. Entire Agreement, Modification and Assignment. 

12.1 This agreement constitutes the entire agreement between you and DeVille Digital with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.

12.2 You agree that DeVille Digital may from time to time, in its sole and exclusive discretion, modify the type and quality of benefits provided to you hereunder either with or without notice. Other terms and conditions may be modified by us at any time upon email notice to you or by posting at a DeVille Digital web address location.

12.3 You agree that no modification of this agreement by you, your employees, representatives, agents, assigns or successors shall be enforceable or have any effect unless first reduced to writing and signed by a duly authorized representative of DeVille Digital.

12.4 You agree that no officer, employee or representative of you or DeVille Digital has any authority to make any representation or promise in connection with this agreement or the subject matter thereof which is not contained expressly in this agreement; and you acknowledge and agree that you have not executed this agreement in reliance upon any such representation or promise.

12.5 You acknowledge and agree that the failure of DeVille Digital to enforce any of the specific provisions of this agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.

12.6 You agree that all promises, obligations, duties and warranties made by you in this agreement are personal to you and that neither they nor any benefits hereunder may be assigned by you to any other person or entity.

13. Arbitration. Any dispute or claim arising under or with respect to this agreement which is incapable of resolution will be resolved by arbitration before one arbitrator in Phoenix, Arizona or Scottsdale, Arizona, in accordance with the Rules for Commercial Arbitration of the American Arbitration Association ["AAA"]. The appointing agency shall be the AAA and the arbitrator shall apply Arizona law to both interpret this agreement and fashion an award. The decision or award of the arbitrator shall be final and binding upon the parties. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction.

14. All Provisions of This Agreement Not Deemed Unenforceable Shall Survive. In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision.

15. Acceptance and Execution of This Agreement. By submitting an affiliate application on the DeVille Digital sign-up page, via CCBill.com, and by supplying DeVille Digital with all the required information, you are acknowledging that you agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above agreement.