This document was last updated on May 1, 2006

SGBPHOTOGRAPHY.COM AFFILIATE AGREEMENT
-------------------------------------------------------------------------------------------------------------------

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the SGBPhotography.com affiliates program (the "program"). As used in this Agreement, "we" means Stephen Beck, DBA SGBPhotography.com, (SGBPhotography.com) and "you" means the applicant. "website" means a World Wide website and, depending on the context, refers either to SGBPhotography.com website located at the URL www.SGBPhotography.com or to the website that you will maintain and link to our website.

By accepting this Agreement and participating in the program, you acknowledge that you are age 18 or above and can form legally binding contracts under applicable law.

-------------------------------------------------------------------------------------------------------------------

1. Enrollment In The Program

To get started, complete the program application on our website (http://affiliate.sgbphotography.com). We will take a look at your application and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your website is unsuitable for the program.

Unsuitable sites include those that:

  • Mislead others
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
  • Promote illegal activities
  • Promote violence
  • Violate intellectual property rights
  • Use all existing or future software products and services (including without limitation any computer programming code that is an add-on or bundled with any browser or other host application) that will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Web user's access, view or usage of, or other aspect of the Web user's experience at any SGBPhotography.com Affiliate websites in a manner that causes or otherwise results in a different experience from what was otherwise intended by SGBPhotography.com affiliates.
  • Use all existing or future software products and services that will block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click through or other traffic-based transaction that originated from SGBPhotography.com affiliates with the result of reducing any compensation or other payment earned by or owing to SGBPhotography.com affiliates.

  • We do not allow spam of any kind or any type of email marketing except verified, 100% opt-in lists where you or your company have collected the email addresses.


    If we determine, in our 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 terminate this Agreement.

    If we reject your application, you are welcome to reapply to the program at any time. You should also note that if we accept your application and your website is thereafter determined (at our sole discretion) to be unsuitable for the program, we may terminate this Agreement.

    -------------------------------------------------------------------------------------------------------------------

    2. Links on your website

    Once you have been notified that your website has been accepted into the program, you may provide on your website one or more of the following types of links to our website:

  • Banners
  • Straight links
  • Search Boxes
  • Custom Page Generation
  • General Link To SGBPhotography.com's Home Page

    We'll work with you to get what you need to generate sales.

    -------------------------------------------------------------------------------------------------------------------

    3. Order Processing

    We will be responsible for all aspects of order processing, fulfillment and customer service. We will track sales made to customers who purchase products using links from your website to our website and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

    -------------------------------------------------------------------------------------------------------------------

    4. Commission Fees

    We will pay you commission fees on sales to third parties. For a sale to be eligible to earn a commission fee, the customer must follow a link from your website to our website, select and purchase the product using our ordering system, accept delivery of the product at the shipping destination, and remit full payment to us. Whether the visitor makes a purchase immediately or not, if they come back within 90 days and make a purchase, we still credit you with the sale.

    -------------------------------------------------------------------------------------------------------------------

    5. Commissions

    You will earn commissions based on qualifying revenues according to commission fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from our sales of qualifying products including all products available online. "Qualifying Revenues" do not include shipping and handling, gift-wrapping, taxes, and service charges. You will not receive a commission on purchases that you make.

    SGBPhotography.com pays a monthly commission of 20%.

    We will pay you commission fees on a monthly basis. At the end of each month we will add all of your sales together for that month and arrive at your commission percentage for the month. A commission payment will be sent via PayPal to you within 30 days of the end of each commission period (each month).

    If a product that generated a commission fee is returned by the customer, we will deduct the corresponding commission fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the commission fee.

    -------------------------------------------------------------------------------------------------------------------

    6. Policies and Pricing

    Customers who buy products through this program will be deemed to be customers of SGBPhotography.com. Accordingly, all of SGBPhotography.com's rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. Because price changes may affect products that you already have listed on your website, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

    -------------------------------------------------------------------------------------------------------------------

    7. Identifying yourself as an Affiliate

    We encourage (but do not require) you to include a special link on your website to the SGBPhotography.com home page.

    You may not make any press release with respect to this Agreement or your participation in the program without our prior written consent, which may be given or withheld in our sole discretion. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that SGBPhotography.com supports, sponsors, endorses or contributes money to any charity or other cause).

    -------------------------------------------------------------------------------------------------------------------

    8. Limited License

    We grant you a nonexclusive, revocable right to use the graphic image and text described above and such other images for which we grant express permission, solely for the purpose of identifying your website as a program participant and to assist in generating product sales. You may not modify 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 logos, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

    In addition, we grant you a nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating links connecting your website to the SGBPhotography.com website and promoting products for sale. These product images must be served by SGBPhotography.com's website and cannot be used in any form other than the form provided by SGBPhotography.com.

    -------------------------------------------------------------------------------------------------------------------

    9. Responsibility of your Website

    You will be solely responsible for the development, operation, and maintenance of your website and for all materials that appear on your website, including:

  • The technical operation of your website and all related equipment.
  • The accuracy and appropriateness of materials posted on your website (including, among other things, all product-related materials)
  • Ensuring that materials posted on your website do not violate or infringe upon the rights of any third party (including, for example, copyrights, logos, privacy, or other personal or proprietary rights)
  • Ensuring that materials posted on your website are not libelous or otherwise illegal

    -------------------------------------------------------------------------------------------------------------------

    10. Term of the Agreement

    The term of this Agreement will begin upon our acceptance of your 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 written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website, all links to our website, product images from our database, and all SGBPhotography.com logos, trade dress and images, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the program. You are only eligible to earn commission fees on our sales of products occurring during the term, and commission fees 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.

    -------------------------------------------------------------------------------------------------------------------

    11. Modification

    We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our website. Modifications may include, for example, changes in the scope of available commission fees, commission fee schedules, payment procedures, and program rules. In the event of substantive changes to the terms of this agreement, you will be contacted by Email. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our website will constitute binding acceptance of the change.

    -------------------------------------------------------------------------------------------------------------------

    12. Relationship of Parties

    You and we 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 website or otherwise, that reasonably would contradict anything in this Section.

    -------------------------------------------------------------------------------------------------------------------

    13. 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 commission fees paid or payable to you under this Agreement.

    You hereby agree to indemnify and hold harmless SGBPhotography.com and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that our use of the affiliates Logos infringes on any logo, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your website, including, without limitation, content therein not attributable to us.

    -------------------------------------------------------------------------------------------------------------------

    14. Disclaimer

    We make no express or implied warranties or representations with respect to the program or any products 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 website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

    -------------------------------------------------------------------------------------------------------------------

    15. Independent Investigation

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

    -------------------------------------------------------------------------------------------------------------------

    16. Miscellaneous

    The validity, enforceability and interpretation of any of the clauses of this Contract shall be determined and governed by the laws of the State of Oregon. Any and all legal challenges and disputes and litigations will be conducted within the venue of the State of Oregon.

    SGBPhotography.com reserves the right at its sole discretion to modify the foregoing rules at any time. SGBPhotography.com reserves the right to take action against any person or entity that does not conform to these rules.

    -------------------------------------------------------------------------------------------------------------------