Affiliate Program Agreement

Digital Shift's Affiliate Program Agreement

This Agreement contains the complete terms and conditions that apply to your participation as a member of the DigitalShiftMedia.com Affiliate Program.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DIGITAL SHIFT CORPORATION. BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS DOCUMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A MEMBER OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.

1. Enrollment in this Program. To begin the enrollment process, you will submit a completed Program Application through our website. Your account will be instantly active in our program. We will evaluate your account in good faith to ensure you comply with all our rules and agreements. We may reject your account if we determine that your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement (collectively, "Content Restrictions").

2. Utilizing Links on Your Site. As an affiliate website of Digital Shift Corporation, you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site (the "Links"), however, you CANNOT SPAM. Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder. Allowable promotional links may contain Digital Shift Corporation's trade names, service marks, and/or logos for display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by Digital Shift Corporation. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.

3. Commissions. We will pay you a commission based on below structure:

Commission Rates:

1-5 per month 10% Recurring

6-10 per month 12.5% Recurring

11-20 per month 15% Recurring

21-29 per month 17.5% Recurring

30-39 per month 20% Recurring

40-49 per month 22.5% Recurring

50+ per month 25% Recurring

Example: If you have referred 50 clients sent to us who signed up for a $100 monthly package you will get  $100 x 50 clients x 25% = $1,250.00 every month as long as your referral remains a client.

Incentivized commissions, and offering any form of incentive to obtain a sale is forbidden, unless prior approval is given and cleared by Digital Shift Corporation Staff.  To inquire on whether your incentive is acceptable, please e-mail contact [@] DigitalShiftMedia.com [dot] com

The Commission Rate is subject to change from time to time, upon e-mail notice to you and commencing the 30-days following such notice.

If you are referring clients to Digital Shift Corporation from a free hosting service that you run, you are not eligible for commissions unless given express permission by Digital Shift Corporation.  You must contact our affiliate department for review and a special commission rate.

4. Commission Payment. Commissions deemed due and owed to you under the program will be paid to you directly by DigitalShiftMedia.com after any holding period and in accordance with a regular payout cycle established by DigitalShiftMedia.com. No commission will be paid for signups by you or anyone within your organization. Digital Shift Corporation reserves the right to only pay for referrals that are active.  Active is defined by clients with a website and domain name pointed to a Digital Shift Corporation server with user uploaded content. Commissions can be earned per each new client referred through the unique affiliate link.

5. Responsibility for Your Site. You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws , or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring 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. In addition to the foregoing, we will immediately terminate your participation in the Program if we believe you have engaged in any of the following:

- Unsolicited mass e-mail solicitations, IRC postings or any other form of spamming, including but not limited to, newsgroups or AOL customers or otherwise violate the anti-spamming policies of Digital Shift Corporation or state law; - Provide inaccurate or incomplete information to Digital Shift Corporation concerning your identity, address or other required information; - Attempt to cheat, defraud or mislead us in any way; - Misrepresent to the public the terms and conditions of our sites or your sites;       - Engage in popup advertisement network activities;       - IFrames may only be used on pages or sites in which the other content represented on the site is related to Digital Shift Corporation

You are free to bid on PPC networks for keywords related to Digital Shift Corporation with the intent to direct traffic to Digital Shift Corporation.  However, the following terms are not allowed:

• "Digital Shift Corporation"
• "DigitalShiftMedia.com"
• "www.DigitalShiftMedia.com"
• "Digital Shift "
• "Digital Shift Review"
• "Digital Shift Coupon"

However, you may bid on a phrase that includes any of the above terms, eg. "Digital Shift Corporation review", "DigitalShiftMedia.com hosting", etc.

The goal of our guidelines regarding pay-per-click advertisements is to preserve the integrity of the Digital Shift Corporation brand name and reputation. We do not want affiliates, or for that matter, any third party, representing themselves as Digital Shift Corporation or presenting themselves in a way that could be confused with Digital Shift Corporation.

6. Term of the Agreements. The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address on our records, is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring 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. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

7. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

8. Relationship of Parties. You and Digital Shift Corporation are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the Digital Shift Corporation and Digital Shift Corporation expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.

9. Limitation of Liability. We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

10. Disclaimers. We make no express or implied warranties or representations with respect to the Affiliate Program or any COMPANY services or other items sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

11. Representations and Warranties. You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide Digital Shift Corporation with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.

12. Confidentiality. We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for your site and not generally available to other members of the Affiliate Program, website, business and financial information relating to Digital Shift Corporation, customer and vendor lists relating to Digital Shift Corporation and any members of the Affiliate Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect td any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.

13. Indemnification. You hereby agree to indemnify, defend and hold harmless Digital Shift Corporation, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.

14. Miscellaneous. Terminated accounts cannot later apply to the Program without our express written consent. This Agreement will be governed by the laws of Canada, without reference to rules governing choice of laws.  Digital Shift Corporation reserves the right to institute a reserve fund holding commissions for a time period deemed necessary in situations where sales generated by an affiliate consistently have a high chargeback/cancellation ratio.  Digital Shift Corporation will be the sole and final arbitrator for any and all disputes or claims related to the validity of sales. In order to facilitate accurate record-keeping, multiple Digital Shift Corporation affiliate accounts spanning multiple affiliate networks are strictly prohibited.  If you have an account with the DigitalShiftMedia.com in-house affiliate program and also open a Digital Shift Corporation affiliate account with another network such as Commission Junction, both affiliate accounts will be terminated and all commissions will be forfeited.  You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

15.  Binding Arbitration. By participating in this affiliate program, you agree to binding arbitration for any disputes or claims that arise against DigitalShiftMedia.com or its subsidiaries in conjunction with this program.  An arbitration firm selected by DigitalShiftMedia.com will be the sole and final arbitrator for any and all disputes or claims related or resulting from participation in this program.  All decisions rendered are final. You also are responsible for any and all costs related to such arbitration.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DIGITAL SHIFT CORPORATION. BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS AFFILIATE PROGRAM AGREEMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS THEREOF.