Acceptance of Terms

The WebCrimson Affiliate Program (the "Program") is provided to you under the WebCrimson Service Agreement as well as this Operating Agreement (together the "Agreement"). Participation by any individual or entity in the Program requires acceptance of all terms and conditions contained in the Agreement. WebCrimson reserves the right to make changes to the Agreement at any time without notice to you. Please visit the following links periodically to review the most recent versions:

• WebCrimson Service Agreement
• WebCrimson Affiliate Program Agreement

Enrollment in the Program

To begin your enrollment in the Program, you must first register as a WebCrimson Member (either by signing up for any of the WebCrimson Services or joining the WebCrimson Designer Affiliate Program). Your WebCrimson Membership will include an "Affiliate Headquarters" area where you will find all the tools necessary to participate in the Program.

To complete your enrollment in the Program, you must visit your "Affiliate Headquarters" and indicate that you have read, understood and accept the terms and conditions of this Agreement.

Your Affiliate Number, Links and Graphics

Upon acceptance of this Agreement, your "Affiliate Headquarters" will become activated and you will be provided with your unique Affiliate Number along with its corresponding Links and Graphics.

• Affiliate Number: Your Affiliate Number is a unique code that we use to track referrals that you generate (so that we can credit referral fees to your account). You can give your Affiliate Number straight to potential referrals and ask them to input it when they sign up for WebCrimson Services or join the WebCrimson Designer Reseller Program (together the "Sign Up Process" - there is an input area for your Affiliate Number on the first step of the Sign Up Process). If you use this method to generate referrals, you are solely responsible for ensuring that your Affiliate Number is input. WebCrimson cannot credit referral fees to your account unless your Affiliate Number is input during the Sign Up Process. We will not be liable to you with respect to any failure by your potential referral to input your Affiliate Number, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
  
  
• Affiliate Links and Graphics: Your Affiliate Link is a special link that contains your unique Affiliate Number. Your Affiliate Link connects directly to a special page (the "Landing Page") that provides more information about WebCrimson and the WebCrimson Services. When potential referrals click on your Affiliate Link and proceed through the Sign Up Process (at any time within 30 days of the initial click-through, as described below), WebCrimson is able to automatically track the referral and credit any corresponding referral fees to your account.
  
  WebCrimson will also provide you with a selection of graphics ("Affiliate Graphics") and guidelines for linking these graphics to WebCrimson with your Affiliate Link (enabling WebCrimson to track referrals and credit fees to your account, as described below).
  
  To permit accurate tracking, reporting, and referral fee accrual, you must ensure that each of the links between your website(s) or emails and our site properly utilizes your Affiliate Link format. We will not be liable to you with respect to any failure by you to use your Affiliate Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
  
  You may email your Affiliate Link and Graphics directly to potential referrals or place them on any website that you own or operate. If you place your Affiliate Links and Graphics on a website that you own or operate, you must agree not to include Content on that site that violates the general content guidelines outlined in the "Member Conduct" section of the WebCrimson Service Agreement.

WebCrimson may review the Content on the website(s) where you have placed your Affiliate Links and Graphics at any time. If WebCrimson, in its sole discretion, concludes that you have violated or threatened to violate the terms of this Agreement, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or immediately terminate this Agreement.

First- and Second-Tier Referrals

Using your Affiliate Numbers, Links and Graphics, you may accumulate several types of WebCrimson Referrals, each with their own schedule of Referral Fees payable to you (as outlined below):

• First-Tier Referrals - First-Tier Referrals include all individuals who follow your Affiliate Links to our site and successfully complete the Sign Up Process (or who input your Affiliate Number during successful completion of the Sign Up Process). Each of your First-Tier Referrals may become a "Client Referral", an "Affiliate Referral", or both:
  
  
  • Client Referrals - If a First-Tier Referral purchases WebCrimson Services during the initial Sign Up Process, that referral becomes a "Client Referral", and you earn "Client Referral Fees" as outlined below.
    
    Please note: individual WebCrimson Members can manage multiple WebCrimson Service Plans (for different websites) through the same account. For the purposes of this Agreement, each individual WebCrimson Service Plan that is purchased during the initial Sign Up Process of any Affiliate Session (as described below) or during which process the Customer manually inputs your Affiliate Number shall be credited to your Affiliate Account as an individual "Client Referral". (In other words, individual people whom you refer to WebCrimson may ultimately count as multiple Client Referrals in your WebCrimson Account, helping you move more quickly up through the Affiliate Levels, as described below).
    
    Individual WebCrimson Service Plans purchased outside of any Affiliate Session or during which process the Customer does not input your Affiliate Number will not be credited as "Client Referrals".
    
    
  • Affiliate Referrals - If a First-Tier Referral signs up for the WebCrimson Affiliate Program, that referral becomes an "Affiliate Referral" who may generate Second-Tier Referrals (and "Second-Tier Commissions" payable to you) as outlined below.
    
    
• Second-Tier Referrals - Second-Tier Referrals are individuals who are referred to WebCrimson by your Affiliate Referrals. If a Second-Tier Referral purchases WebCrimson Services during the initial Sign Up Process, you will earn "Second-Tier Commissions" as outlined below.

Sales Processing

We will process WebCrimson sales to all First- and Second-Tier Referrals. We reserve the right to reject sales that do not comply with any requirements that we may establish and alter from time to time. We will be responsible for all aspects of sales processing and fulfillment. Among other things, we will prepare sales forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase WebCrimson Services by following Affiliate Links to our site (or who input Affiliate Numbers during the Sign Up Process) and will make available to you reports summarizing any sales activity that impacts your Referral Fees. WebCrimson may alter the form, content, and frequency of the reports from time to time without prior notice to you.

Referral Fees

You will earn referral fees on WebCrimson sales to third parties ("Customers"). For a WebCrimson sale to be eligible to earn you referral fees, the Customer must do one of the following:

• Manually input your Affiliate Number (for First-Tier Referrals) or the Affiliate Number of one of your First-Tier Referrals (for Second-Tier Referrals) in the space provided in the WebCrimson Sign Up Process.
  
  
• "Click-through" one of your Affiliate Links (for First-Tier Referrals) or one of the Affiliate Links of one of your First-Tier Referrals (for Second-Tier Referrals) to our site, and successfully complete the Sign Up Process within the ensuing "Affiliate Session".
  
  Affiliate Sessions - To help increase your chances of receiving Referral credits, WebCrimson has programmed the Affiliate Session to last for up to 30 days following any "Click-through" of an Affiliate Link. The Affiliate Session ends upon one of the following events: 1. thirty (30) days elapse after the Customer's initial click-through, 2. the Customer successfully completes the Sign Up Process, or 3. the Customer follows another Affiliate Link to our site.
  
  (Please Note: like most affiliate programs that offer such Affiliate Sessions, WebCrimson uses a technology called "cookies" to track each Affiliate Session. If a potential referral is using a system that does not support cookies when he clicks through an Affiliate Link, WebCrimson cannot initiate or track an Affiliate Session as described above. In such cases, the potential referral must either manually input your Affiliate Number during the Sign Up Process or successfully complete the Sign Up Process immediately after clicking through your Affiliate Link for you to receive a Referral credit.)

For each eligible sale, we will immediately credit you one "WebCrimson Referral" (either First- or Second-Tier as described above). We will pay Referral Fees on such sales only after the Customer's 30-day WebCrimson Money-Back Guarantee Period has expired. Upon expiration of this period, if the Customer has not exercised the Money-Back Guarantee (or otherwise terminated his WebCrimson Services), we will immediately credit your Affiliate Account with the Referral Fees for that Customer.

You may not purchase WebCrimson Services using your own Affiliate Number or during sessions initiated through your Affiliate Links for your own use, for resale or commercial use of any kind (including WebCrimson purchases for Customers or on behalf of Customers or purchases to be used by you or your friends, relatives, or associates in any manner). WebCrimson reserves the right to immediately terminate this Agreement and withhold referral fees on such purchases if it concludes, in its sole discretion, that you have made such purchases.

In addition, you agree not to do the following:

• Directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money, granting of rebates, or granting of any discount or other benefit) for using your Affiliate Number in the WebCrimson Sign Up Process or for using your Affiliate Links to access our site (e.g. offering a "rewards" program for customers to input your Affiliate Number or use your Affiliate Links)
  
  
• Post any Affiliate Links on any website that is not owned or operated by you
  
  
• Take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring
  
  
• Read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity
  
  
• Make any orders or subscription requests, or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so
  
  
• In any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site
  
  
• Post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action.

If WebCrimson concludes, in its sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or immediately terminate this Agreement.

A Special Note for Designers: if you are participating as a member of the WebCrimson Designer Affiliate Program, you have two easy options for ensuring that you earn referral credits for your clients who purchase the WebCrimson Services:

• Affiliate Numbers and Links - You may give your clients your Affiliate Number and instruct them to input it during the Sign Up Process or you may instruct them to click through one of your Affiliate Links immediately prior to their completing the Sign Up Process. In either case, you will need to instruct your client to "invite" you to be a member of their WebCrimson Account so that you can help them develop their websites in WebCrimson.
  
  
• "Add Client Site" Link - We've made it one-click easy for you to set up new WebCrimson accounts for your clients, without having to provide any billing information, and ensuring that you'll get your referral credits. Just click the "Add Client Site" link on the page that lists your WebCrimson sites (it's the first page you see when you sign into your WebCrimson Account). Clicking this link will take you straight to the "WebCrimson Setup Wizard" where you can start configuring the new account for your client. It's a great way to:
  
  
  • Quickly convert existing clients into the WebCrimson system so that you can start earning referral fees
  • Instantly start building new WebCrimson-powered sites for brand new clients
  • Create quick sample or demo sites for prospective clients, to help them see how easily they'll be able to update their sites with WebCrimson, and to help you land more deals!

  When your site is ready to transfer to your new client, all you have to do is "Transfer Site Ownership" to your new client (you'll see the link in your "BILLING" tab inside the client's new WebCrimson site). When you Transfer Site Ownership, you'll get a chance to remain part of the site as an Administrator (so you can continue to help your client add new sections to their site or refine their site designs), and your client will be prompted finally to input billing information (so you can start earning your referral fees).

Affiliate Levels and Referral Fee Schedule

The WebCrimson Affiliate Program is divided into levels based on the number of Active Client Referrals you accumulate. (As described above, "Client Referrals" are First-Tier Referral who purchase WebCrimson Services. "Active Client Referrals" are Client Referrals who have paid their most recent WebCrimson Service Fees.)

The more Active Client Referrals you accumulate, the greater your Referral Earnings Potential:

• Bounties - you will earn a one-time Referral Bounty for every "Confirmed" Client Referral that you generate ("Confirmed Client Referrals" are Client Referrals who who have remained WebCrimson Clients through the end of their 30-Day Money Back Guarantee period).
  
  
• Royalties - Depending upon your Affiliate Level, you may also earn recurring Referral Royalties calculated as a percentage of the total "WebCrimson Service Fees" paid by each of your Active Client Referrals. (Please Note: "WebCrimson Service Fees" do not include initial WebCrimson Setup Fees or any fees paid for "Professional Services" provided by WebCrimson, as discussed in our WebCrimson Service Plans and Pricing.)
  
  
• Second-Tier Commissions - If any of your First-Tier Referrals participate in the WebCrimson Affiliate Program (as described above, such referrals are also known as your "Affiliate Referrals"), you will earn Second-Tier Commissions calculated as a percentage of the total Affiliate Fees earned by your First-Tier Referrals. This amount is not deducted from their affiliate fees, but rather from the fees normally collected by WebCrimson. Your "Affiliate Referrals" earn full affiliate fees as if they were first-tier affiliates like you.

Affiliate Level	Bronze	Silver	Gold	Platinum
Total Active Client Referrals - Client Referrals who have paid their WebCrimson Service Fees for the Current Period	0-5	6-10	11 - 25	26 or more
Bounties - one-time payment per new Client Referral	$20	$20	$20	$20
Royalties - monthly share of WebCrimson Service Fees paid by Active Client Referrals	0%	10%	25%	50%
Second-Tier Commissions - share of fees earned by Affiliate Referrals (other affiliates who you refer to WebCrimson)	10%	10%	10%	10%

WebCrimson reserves the right to alter the referral fee schedule from time to time, without prior notice to you.

Referral Fee Payment

Please note: to begin receiving payments you will need to select your preferred payment method (see below for details) and provide us with complete, valid payment information. (You will see a link to "Edit Your Affiliate Payment Information" from inside your "Affiliate Headquarters". Click that link at any time to input, edit or update your payment information.)

WebCrimson will pay you referral fees on a monthly basis. Approximately 60 days following the end of each calendar month (January 31, February 28, March 31, etc.), we will pay you referral fees according to the "preferred payment method" that you select. You may choose from the following preferred payment methods:

• Cash - WebCrimson will make at least one of the following choices available to you, and add more options over time: 1. send you a check in U.S. Dollars, 2. issue a credit to your credit card, 3. or issue a credit or transfer a payment to another account that you own, such as a PayPal account
  
  
• Credit for Your WebCrimson Services - not currently available (we will announce this option when available)
  
  
• A Combination of Cash and Credit for Your WebCrimson Services.

If the referral fees payable to you for any calendar month are less than $100, we will hold payment until the total amount due is at least $100 or (if earlier) until this Agreement is terminated.

If a sale that generated a referral fee is returned by the customer (e.g. if the customer initiates a chargeback or receives a refund), we will deduct the corresponding referral fee from your account balance. You may have a negative balance if your account is debited in this way, and you do not have an adequate account balance (from more recent "Confirmed Referrals") to cover these debits. If you have a negative account balance at the end of a calendar month (as described above), you agree that you must immediately remit a payment to WebCrimson in an amount sufficient to bring your account to a zero balance. You may make payments hereunder via check, wire transfer, or certain credit cards over the Web. When payment is made by check, your account will not reflect payment until the check has cleared and cash has been transferred to WebCrimson's bank account. If you have a negative balance for any period of 60 days or more following the end of a calendar month, your account is subject to 1.5% interest per month, compounded monthly.

Customers' Relationship with WebCrimson

Customers who buy WebCrimson Services through this Program will be deemed to be customers of WebCrimson and will be bound by the terms and conditions in the WebCrimson Service Agreement.

Affiliates' Relationship with WebCrimson

You and WebCrimson are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and WebCrimson. 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 may not make any press release with respect to this Agreement or your participation in the Program. In addition, you may not in any manner misrepresent or embellish the relationship between you and WebCrimson, or express or imply any relationship or affiliation between you and WebCrimson or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that WebCrimson supports, sponsors, endorses, or contributes money to any charity or other cause).

Limited License

We grant you a nonexclusive, revocable right to use the graphic image and text described in the section entitled, "Your Affiliate Number, Links and Graphics," and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating WebCrimson sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our the trademark guidelines described in the WebCrimson Service Agreement. This license shall be immediately revoked upon termination of this Agreement. WebCrimson may also revoke your license at any time by giving you written notice.

Responsibility for Your Site

You are solely responsible for ensuring that your website(s) remains in compliance with the WebCrimson Service Agreement.

For any site on which you place Affiliate Links, you will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• Properly utilizing Affiliate Links on your site
  
  
• The accuracy and appropriateness of materials posted on your site (including all WebCrimson-related materials)
  
  
• Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights)
  
  
• Ensuring that materials posted on your site are not libelous or otherwise illegal
  
  
• The technical operation of your site and all related equipment.

We disclaim all liability for these matters. Further, you agree to indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

Personal Information

You hereby certify to WebCrimson that you are not a minor (i.e. if you are an individual, you represent and warrant that you were at least 18 years of age on the effective date of this Agreement). For purposes of identification, payment, billing and marketing, you must provide WebCrimson with accurate, complete, and updated information required by the Program, including a valid email address and all applicable payment data (e.g. a mailing address, credit card number and expiration date, depending upon your choice of "preferred payment method"). WebCrimson may require a copy of a state issued form of identification before making changes to the payment information or registration data on a Customer's account.

Term of the Agreement

The term of this Agreement will begin upon your acceptance of this Agreement 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 written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Affiliate Links, and all WebCrimson trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on our sales to "Confirmed Referrals" that occur during the term, and referral fees earned through the date of termination will remain payable only if the related sales are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification of Agreement

WebCrimson reserves the right to make modifications to this Agreement at any time, but will provide you prior notice of any alterations that affect you. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. Your continued participation in the Program following any notice of modifications or the posting of a modified Agreement to our site will constitute binding acceptance of the change. If any modification is unacceptable to you, your only recourse is to terminate this Agreement.

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 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 Program will not exceed the total referral fees paid or payable to you under this Agreement.

Independent Investigation

You acknowledge that you have read, understood and agree to all the terms and conditions of this Agreement. You understand that we may solicit customer referrals (either directly or indirectly) at any time on terms that may differ from those in this Agreement. And you understand that WebCrimson may operate websites that compete with or are similar to the websites that you use in conjunction with this Program. You acknowledge that you have independently evaluated the desirability of participating in this Program and are not relying on any statement, guarantee or representation other than those included in this Agreement.

Arbitration

Disclaimer

This Site is provided by WebCrimson on an "as is" basis. WebCrimson makes no representations or warranties of any kind, express or implied, as to the operation of the site, the information, content, materials, products, Programs or Services included on this site. To the full extent permissible by applicable law, WebCrimson disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. WebCrimson will not be liable for any damages of any kind arising from the use of this site, including but not limited to direct, indirect, incidental punitive and consequential damages.

Applicable law

This Site is created and controlled by Xanga.com doing business as WebCrimson in the State of New York, USA. As such, the laws of the State of New York will govern these disclaimers, terms and conditions, without giving effect to any principles of conflicts of laws. We reserve the right to make changes to our site and these disclaimers, terms and conditions at any time.

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