AFFILIATE PROGRAM - AGREEMENT

If you participate in the Affiliate Program you agree to all the terms and conditions contained in this Agreement. If you do not agree to be bound by this Agreement, don’t participate in the Affiliate Program.

A World Master must also sign up for the Affiliate Program to earn money or get credit for users who upgrade within the Service. This is a separate signup once you become a VWW World Master. If a member joins from your World and upgrades to VIP anywhere within the VWW or Utherverse worlds, the referring Affiliate (or World Master as the case may be will get credit.)

1.      We may change this Agreement, at any time and in our sole discretion, by giving you seven days Notice by email, and posting a change notice or a new agreement on the site http://utherverse.com/affiliate/ or at http://redlightcenter.com/affiliate/ or at http://utherverse.vww/affiliate/. 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, you can 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 these sites constitutes your acceptance of the changes.

2.      The TOS are incorporated into this Agreement. As an Affiliate you will be obliged to abide by the TOS. In the event of an inconsistency between this Agreement and any other document, this Agreement shall control.

3.      You only qualify for the Affiliate Program if you are at least 18 years old and are a VIP member of the Services.

4.      You must provide us 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, but in no event later than 48 hours. 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 listed 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.

5.      You must keep your password confidential and notify us immediately if you believe your password has been or may be obtained or used by any unauthorized person. In addition, you must notify us if you become aware of any other breach or attempted breach of the security of your Account or any of the Services. In the event that the Services or your account security are compromised, we have no liability to you to the maximum extent permitted by law.

6.      We will provide you with specified links and resources to access and link to our site(s). You will only earn commissions on sales made from such links. We are not liable to you for any failure by you to use the links correctly.

7.      We will process the membership requests of customers who follow your properly formulated tracking links to our site ("Members"). We reserve the right to reject customers that do not comply with any requirements that we might establish. We will track memberships sold to Members and will make available to you reports summarizing sales activity within a reasonable time frame and as accurately as possible, but do not guarantee complete accuracy. All Members are conclusively deemed customers of Utherverse.

8.      We will pay commissions for 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”). The commissions shall be a one time payment of $35 for each VIP sale payout, or 50% of any recurring revenue share each month so long as that person remains a VIP member. No commission shall be paid on any amounts we receive (including recurring billing) more than 12 months after the Member 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 member and 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. 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. 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 charge-backs for a period of six months will not be due to you until that six month period has elapsed. Notwithstanding the foregoing, we 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 by law, beginning at the moment the Member’s payment method results in a reversal of the Member’s payment.

9.      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.

10.  In order to receive your Commissions you must provide your taxpayer information to us 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.

11.  Checks will be sent to you by third party payment processors according to their terms and whatever schedule they follow. To the extent that our payment processors require a longer wait for payment, higher commissions, or otherwise less favorable terms for you with regard to commissions, those less favorable terms and requirements shall govern. The policies of any third party payment processor are incorporated into this Agreement and a violation of those policies shall be considered a violation of this Agreement

12.  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 check.

13.  We will make available to you various graphics to promote the Affiliate Program. We may modify the text or graphic images from time to time.

14.  You may not create a look-alike site, use our content, or make any press release with respect to this Agreement or your participation in the Affiliate Program without our written consent, which may be given or withheld in our sole discretion.

15.  We grant you a limited nonexclusive, nontransferable, revocable right to use the graphic images and text provided to you by us, 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, we grant 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 our images in any way. We may revoke your license at any time by giving you written notice. We reserve all of our 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 our intellectual property shall inure to the benefit of Utherverse.

16.  You may not link to us from any web site containing any materials that are illegal anywhere within the United States or Canada; or that contain sexual depictions of persons under 18 years old; depictions of unclothed persons under 18 years old; that contain depictions of beastiality; 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 beastiality, even if you link to us from a different page on the web site, your link would be a violation of this Agreement.

17.  You may not embed links in unsolicited emails, unsolicited instant messages, newsgroup postings, message board postings, spyware, or other non-html mechanisms.

18.  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.

19.  You agree to must indemnify, defend and hold us harmless for any claim arising out of, relating to, or connected with your alleged breach of this agreement. You must also indemnify, defend, and hold us 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 our use 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 us, we may withhold any Commissions that it owes you if you have to indemnify us. 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.

20.  Any disputes hereunder shall be resolved only 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.

21.  The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party for any reason.

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

23.  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. We 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 Service, product images from the database, all 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.

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

25.  Reward for fraud reporting: You agree to immediately report to us any fraud against us that you learn us. 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. Falsified fraud reports will be grounds for immediate termination of this agreement, and may result in further legal action.

26.  Notices to us shall be effective upon our actual receipt of them. All notices must be sent via email to legal@utherverse.com; We will send notices to you at the addresses you have provided to us and you are responsible for keeping these current.