AFFILIATE PROGRAM AGREEMENT
The Mr. Skin Affiliate Program available through and described at
as may be modified by Mr. Skin from time to time (the "Program"), is owned and operated by SK Intertainment, Inc. ("Mr. Skin"), an Illinois corporation. The Program is offered to you ("You") under the following terms and conditions:
After going through Mr. Skin's registration process for the Program, You will become enrolled in the Program, subject to the terms and conditions of this Agreement.
Subject to the terms and conditions of this Agreement, Mr. Skin hereby grants You a non-exclusive license to (i) display, solely on Your website as identified in the Program registration form ("Your Site"), Mr. Skin GIF button links in the form and format provided through the registration process, or text links designed in accordance with the
attached hereto (each a "Link") and any content provided by SK specifically for use in connection with the Program ("Content"), and (ii) establish electronic links between Your Site and Mr. Skin's website located at
(the "Mr. Skin Site"), using the Links. It is Your responsibility to install and format all Links properly, following instructions available through the registration process, and in accordance with the
attached hereto. Mr. Skin shall be under no obligation to assist You in installing or formatting the Links. You may not in any way (i) modify the GIF button Links or any Content, (ii) distribute any Content or use it in any media other than Your Site, or for any purpose other than as contemplated herein. You agree to modify the Links, as may be requested by Mr. Skin in its sole discretion, within three (3) days of receiving notice of any such request. You shall, upon termination of this Agreement for any reason, immediately cease all use of the Links, the Content and remove same from Your Site. Any email solicitations to prospective Mr. Skin subscribers shall be subject to the
Payment processing for the Program is subject to Mr. Skin's terms of payment, which can be found at
Provided You are at all times in compliance with all the terms of this Agreement, for visitors to the Mr. Skin Site who enter the Mr. Skin Site through a Link from Your Site, or as a result of Your email solicitation, and subscribe to the Mr. Skin Site (each a “Qualified Registrant”), You will be paid an amount equal to sixty percent (60%) of the Subscription Fees actually received (and not subject to refund, chargeback or contingency) from such Qualified Registrants, provided, however, (i) such percentage will be reduced to forty percent (40%) for Qualified Registrants that are granted a discounted rate for subscribing to the Mr. Skin Site within the first fifteen (15) minutes of their visit, and (ii) with respect to lifetime subscription offerings, the fee payable to You will be determined on an ad hoc basis for each offering; by participating in any such offering, you will be deemed to have accepted the corresponding ad hoc fee as communicated to You by Mr. Skin. As used herein, “Subscription Fee” shall mean only the fee paid by a Qualified Registrant to access the Mr. Skin Site, after deduction of credit card processing fees. Mr. Skin will provide You with a password for online access to an electronic report detailing the number of Qualified Registrants for a given reporting period. You agree to keep such password confidential and not to disclose it to any third party or allow any third party to use it. Accurate tracking and reporting of Qualified Registrants are subject to proper installation and formatting of the Links on Your Site in accordance with Mr. Skin’s instructions. Should a dispute arise regarding Referral Fees payable hereunder, Mr. Skin’s records shall govern in determining Qualified Registrants and payments owed hereunder in connection therewith. You may not use any automated signup mechanisms or any mechanisms that may fraudulently inflate the number of Qualified Registrants. You shall be responsible for, and shall pay when due, all taxes and similar charges based on or arising from payments made to You hereunder. Failure to provide appropriate tax documentation, as may be requested by Mr. Skin from time to time, will result in Referral Fees otherwise payable hereunder being withheld.
You hereby represent and warrant that Your activities in connection with the Program do not and will not violate any applicable laws or regulations.
You agree to defend, indemnify and hold Mr. Skin, its officers, employees, shareholders, successors and assigns, harmless (including court costs and attorneys' fees) against any claims, damages, debts, settlements, expenses or liabilities of any type whatsoever arising out of any of Your acts or omissions, or in connection with Your Site, including, without limitation, in connection with any violations of copyright, trademark, obscenity, privacy, defamation, child pornography or anti-SPAM laws.
Except for the license granted in Section 2 herein, as between the parties, Mr. Skin shall retain all rights, title and interests in and to the Mr. Skin Site, the Mr. Skin domain name, the Links, any images, trademarks or service marks incorporated therein, and all other intellectual property rights related thereto. You will not represent or imply that You are Mr. Skin, an agent of Mr. Skin, or a part of Mr. Skin. You will not use for any purpose (including, without limitation, for so-called "keyword bidding") or register (or make any filing with respect to) any Mr. Skin trademarks or service marks, or names, internet domain names, trade dress or other designations similar thereto or derivative thereof anywhere in the world. Use of any Mr. Skin trademarks or service marks hereunder and any associated goodwill shall inure solely to Mr. Skin or Mr. Skin Worldwide, LLC, as applicable.
Mr. Skin may terminate this Agreement immediately if You breach any provision hereof, or if Mr. Skin receives a third-party complaint regarding Your Site or Your activities in connection therewith, the validity of such complaint to be determined by Mr. Skin in its sole and absolute discretion. You may terminate this Agreement at any time for convenience. Sections 4 through 10 shall survive termination of this Agreement for any reason.
MR. SKIN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, THE MR. SKIN SITE, OR THE NUMBER OF QUALIFIED REGISTRANTS, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Limitation of Liability.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, EXCEPT FOR BODILY INJURY, MR. SKIN WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (II) IN ANY CASE, FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE REFERRAL FEES PAID TO YOU HEREUNDER DURING THE SIX MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Mr. Skin reserves the right to change its referral fees, policies, or the Program, and to modify this Agreement at any time by providing You with an email notice. You shall be responsible for reviewing and becoming familiar with any changes. If Mr. Skin does not receive written notice of termination from You within five (5) business days after notice of changes, it will be assumed that You accept such changes. For all purposes of this Agreement, each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other, and shall not bind or attempt to bind the other to any contract. Nothing contained in this Agreement is intended or is to be construed to constitute the parties as partners or joint venturers, or either party as an employee of the other party. Except as otherwise set forth herein, all notices under this Agreement shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by facsimile or e-mail, or upon receipt, if sent by certified or registered mail, return receipt requested. Mr. Skin may assign this Agreement in whole or in part. Mr. Skin will not be responsible for any delay in the performance of its obligations hereunder caused by any acts, omissions, or events beyond Mr. Skin' reasonable control. This Agreement represents the complete agreement and understanding between You and Mr. Skin with respect to the subject matter herein, and supersedes any other written or oral agreement. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by the laws of the State of Illinois, without regard to conflicts of laws provisions thereof. Unless otherwise elected by Mr. Skin, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the Illinois state and U.S. federal courts having within their jurisdiction the location of Mr. Skin's principal place of business, and both parties hereby consent to such jurisdiction and venue. In any action to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.
If not using GIF Links provided by Mr. Skin, You may only use the following phrases to link to the Mr. Skin Site:
- Nude reviews at MrSkin.com
Nude pics and clips at MrSkin.com
Only if the actress in question is featured at the Mr. Skin Site
(Actress Name) at MrSkin.com
… and then, depending on whether pictures, clips, or both, of the actress in question are featured at the Mr. Skin Site
- (Actress Name) bio, nudity review and pics at MrSkin.com
- (Actress Name) bio, nudity review and clips at MrSkin.com
- (Actress Name) bio, nudity review, pics and clips at MrSkin.com
All links that mention or refer to Mr. Skin, and all pages that include any Content, shall link to
internal pages in the Mr. Skin Site directory, or the Mr. Skin Site approved tour. You may not use "fake gate" pages.
- You may not make subscription to MrSkin.com a condition to other activities on Your Site.
You may solicit prospective Mr. Skin subscribers via email, provided in doing so You do not use deceptive practices and You comply with all applicable laws and regulations, including, without limitation, privacy laws and the CAN-SPAM Act of 2003. Without limiting the generality of the foregoing, You may only use double opt-in e-mail lists. The opt-in list collecting mechanism must clearly specify that the recipient (i) wants to receive information of an adult nature on "celebrity news" or "film reviews"; and (ii) must be over eighteen (18) years of age and able to legally view material of an adult nature on their computer.
All email transmissions must include (i) a working unsubscribe mechanism that is clear and conspicuous, (ii) a "from line" that accurately identifies the entity sending the email, (iii) a subject line that accurately reflects the content of the email, (iv) a clear and conspicuous identification that the email is an advertisement or solicitation, and (v) a valid physical postal address. All solicitations hereunder are subject to prior written approval and must be submitted for review to email@example.com, at least five (5) business days prior to broadcast. Approval shall not affect Your indemnification obligations under Section 5 herein. Failure to timely deny approval shall not constitute approval.