Affiliate Program Terms and Conditions

To be an authorized affiliate of Canvas Dreams, LLC, you agree to abide by the terms and conditions contained in this agreement.

Please read this agreement carefully before registering and using the Canvas Dreams, LLC service as an affiliate. By signing up for the Canvas Dreams, LLC affiliate program, you indicate your acceptance of this agreement and its terms and conditions.

1. Program Enrollment

To begin the enrollment process, you will submit a completed application through the online affiliate application pages of this web site. Upon completion, we will evaluate your application and approve your account following a review of your application. We may reject your account if we determine that your site or application is unsuitable for this program for any reason.

2. Web Site Linking

As an affiliate web site of Canvas Dreams, LLC, you may use any form of promotion you choose, consistent with the terms of this Agreement. Acceptable forms of promotion include: banner advertisements, button links and/or text links to our site. Promotion done through unsolicited email (spam) is not permitted. Any activity by you or on your behalf that we determine or reasonably suspect to be the result of unsolicited bulk e-mail will result in your immediate termination from the Affiliate Program and your forfeiting of monies otherwise due you hereunder.

Allowable promotional links may contain Canvas Dreams, LLC's trade names, service marks, and/or logos for display on your web 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 web site for the sole and exclusive purpose of promoting web sites owned, operated or controlled by Canvas Dreams, LLC. In utilizing 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.

3a. Commission Structure

Every valid, referred sale earns you a $25 commission regardless of the hosting plan level.

In order to qualify for an affiliate commission, referred customers must use your tracking codes and links provided to you through the Affiliate system user interface.

The commission rates stated may be subject to change from time to time, upon e-mail notice to you and commencing the 90-days following such notice.

3b. Commission Exceptions

Please note the following situations that will invalidate your referral.

Other than the use of "FREEREG", which gives a free domain to a new signup paying annually, coupon codes offered by Canvas Dreams may not be used in conjunction with Affiliate links. Affiliates agree to forfeit any commissions earned from a referred signup who used a Canvas Dreams coupon code.

Affiliates agree to forfeit commissions from referred customers who list a member of Canvas Dreams' Sales staff as the referral source on the signup form, or contacted Canvas Dreams' Sales staff directly to complete the signup process.

Affiliates will not be granted a commission for signing themselves up for hosting with Canvas Dreams while using their own affiliate link.

Requests for commission from word-of-mouth referrals and or other referrals made outside of the Affiliate system (which are not tracked by the Affiliate system) will be rejected.

Referring clients to Canvas Dreams, LLC from a free hosting service is not permitted.

4. Commission Payments

Commissions deemed due and owed to you under the program will be paid to you directly by Canvas Dreams, LLC after a 90-day holding period and in accordance with a regular payout cycle established by Canvas Dreams, LLC. No commission will be paid for signups by you or anyone within your organization. Canvas Dreams, LLC reserves the right to only pay for referrals that are active after the 90-day holding period. Active is defined by clients with a web site and domain name pointed to a Canvas Dreams, LLC server with user uploaded content.

Commission payments are made via PayPal. To participate in this program, affiliates must have an active PayPal account and provide the email address associated with that PayPal account at the time of signup. If payment cannot be made directly via PayPal, Affiliates agree to forfeit commissions for any referred signups.

5. Affiliate Web Site Responsibility

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 Canvas Dreams, LLC or state law;
- Provided inaccurate or incomplete information to Canvas Dreams, LLC concerning your identity, address or other required information;
- Attempted to cheat, defraud or mislead us in any way;
- Misrepresented to the public the terms and conditions of our sites or your sites;
- Engaged in popup advertisement network activities;

6. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your affiliate 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 Canvas Dreams, LLC are independent legal entities, 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 Canvas Dreams, LLC and Canvas Dreams, LLC 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 Canvas Dreams, LLC 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 Canvas Dreams, LLC 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 Affiliate 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, web site, business and financial information relating to Canvas Dreams, LLC, customer and vendor lists relating to Canvas Dreams, LLC 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 to 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 Canvas Dreams, LLC, 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 the United States and the Oregon, without reference to rules governing choice of laws. Canvas Dreams, LLC 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. Canvas Dreams, LLC 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 Canvas Dreams, LLC affiliate accounts is forbidden. 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 Canvas Dreams, LLC or its subsidiaries in conjunction with this program. An arbitration firm selected by Canvas Dreams, LLC 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 CANVAS DREAMS, LLC. BY COMPLETING THIS APPLICATION 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.

Last Revision Date: November 1, 2011