Spiritual Cinema Circle Affiliate Program Agreement

Thank you so much for your interest in becoming a marketing affiliate of The Spiritual Cinema Circle, LLC (“SCC”).

To ensure a successful affiliate relationship, please familiarize yourself with the SCC’s Affiliate Agreement
and review the SCC’s Privacy Policy and Terms of Use.

As a SCC affiliate, you will be able to earn referral fees by promoting the SCC and its services and products, namely, a subscription DVD club which distributes films (“SCC Service”). SCC has many exciting marketing tools to assist your affiliate activities.

You agree to the following parameters of your affiliate relationship with SCC:

1. Eligibility: All Affiliates must be over the age of eighteen (18) and complete the affiliate application. All Affiliates will be subject to the U.S. tax laws. Residents outside the United States may join the SCC’s affiliate program, however, they will be required to complete and submit U.S. tax forms, W-8 for non US residents. SCC will review your application and upon the SCC’s acceptance of the application this Agreement will take immediate effect and you agree to be in compliance with this Agreement and all applicable laws at all times.

2. Changes: SCC may modify this Agreement from time to time and such modification will take effect immediately upon posting by SCC on the SCC Website. You agree to be bound to any changes to this Agreement after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. You may wish to print and save this Agreement.

3. Term: Your Affiliate relationship will start upon the SCC's acceptance of your affiliate application and will remain in effect until terminated. You may terminate your affiliate relationship by providing notice to SCC, please allow SCC thirty (30) days to inactivate your affiliate account. SCC may terminate your affiliate relationship at any time with or without notice.

4. Username and Password: Upon admittance to SCC’s affiliate program you will receive a username and password. It is your sole responsibility to keep this information safe and protected. The affiliate portion of
the SCC’s website is password protected. Your username and password will grant you access to the affiliate portion of SCC’s website where Affiliates can access their account information, view commission reports, traffic history, SCC’s affiliate selling tools, banner advertisements and other special affiliate information.

5. Rights Granted: All rights granted under this Agreement are granted on a non-exclusive, limited,
revocable and non-transferable basis.

6. Access to Material: SCC Affiliates may make referrals to the SCC Service only as permitted in this Agreement and only with the materials stated herein. Affiliate is granted limited, revocable and non-transferable access to the following material:

a. SCC Material: SCC’s trademarks and approved promotional material for the SCC service, including, the text THE SPIRITUAL CINEMA CIRCLE™, the ripple in the pond trademark design and other marks which may be made available to Affiliate by SCC (“SCC Material”). The SCC Material approved for Affiliate’s use will be posted on the Affiliate pages of the SCC’s website or otherwise provided by SCC to Affiliate. Affiliate may
not in any way modify or alter the SCC Materials without express prior written consent of SCC. SCC retains
all ownership and proprietary rights in and to the SCC Material at all times and at no time may your use of the SCC Materials infer or be considered a transfer or conveyance of ownership in or to the SCC Material.

b. SCC Film Material: Affiliate understands that due to SCC’s film licensing considerations and copyright laws, Affiliate’s ability to use of the individual SCC’s films in whole or in part (i.e. clips, trailers, stills, music etc.) and their respective promotional material (i.e. artwork, music, talent biographies and photos) (collectively referred to as the “SCC Film Material”) is strictly limited and must be strictly regulated by SCC. Any SCC Film Material that is approved for Affiliate’s use will be made available on the Affiliate portion of the SCC’s website or otherwise provided by SCC to Affiliate. Affiliate is solely responsibility to ensure the proper use of the SCC Film materials.

c. Affiliate Tools: SCC may make material available to Affiliate to promote SCC, such as banner advertisements, text, graphics, e-mail promotions, etc. (collectively “Affiliate Tools”). The Affiliate Tools will
be accessible on the SCC’s Affiliate webpages which is password protected. The Affiliate Tools must be utilized exactly as instructed by SCC and may not be altered, changed, modified or reproduced in anyway except in the manner specifically stated by SCC. Other uses and changes to the Affiliate Tools and materials described in this Agreement are not permitted without SCC’s prior written approval. Affiliate may not create other material without SCC’s prior written approval.

d. Approval/Compliance: SCC retains review and approval rights over Affiliate's creation and use of all the materials described in this Agreement. SCC reserves the right to monitor Affiliate’s activities with regard to SCC at any time without prior notice to ensure compliance with the terms of this Agreement.

e. Removal of Material: If the use of any of the SCC Material, SCC Film Material, Affiliate Tools or other material is no longer permitted, Affiliate will cease utilizing those materials immediately. SCC will make this information available to Affiliate and Affiliate is encouraged to regularly check the affiliate portion of the SCC’s website for updated information.

7. Permitted Activities: All engagements by Affiliate must be in compliance with this Agreement and all applicable laws and regulations. The following activities are permitted on a non-exclusive, limited, revocable and non-transferable basis:

a. E-mail Lists: Affiliate may refer subscribers by promoting SCC to its already established e-mail lists, mailing lists, consumers and customers (collectively “Affiliate Lists”). Affiliate may only send e-mails about or relating to SCC to people who have opted in or voluntarily joined Affiliate's Lists. SCC may request Affiliate to submit proof to verify the consent of the persons on Affiliate List. Any breach by Affiliate of this obligation may result in the immediate termination of this Agreement by SCC without notice. Affiliate is solely responsible for the content of its correspondence and websites.

b.Affiliate ID Link: Upon admittance to the SCC Affiliate program, Affiliate will be provided with a dedicated website identification link (“Affiliate ID Link”). The Affiliate ID Link may be accessed on Affiliate’s Account Information page of the SCC’s website. Affiliate should include the Affiliate ID Link on Affiliate’s website, Affiliate Lists and approved Affiliate Tools and materials. Any visitors who click on the Affiliate ID Link will be redirected to SCC’s website. Referral fees will be earned for these visitors who become paid SCC members. To be clear, only referrals made utilizing Affiliate’s ID Link will garner affiliate referral fees. Affiliate may not alter, modify, expand or tamper with its Affiliate ID Link without permision. Please contact SCC about any problems with your Affiliate ID link.

c. Other: Any other promotional activities that are not specified in this Agreement or by SCC is not permitted without prior written permission. Please contact SCC’s affiliate manager with any questions.

8. Unauthorized Activities: SCC may terminate an Affiliate’s status at any time without notice. Such reasons may include engagement in unauthorized or illegal activities. Unauthorized activities include, but are not limited to, the following:

a. Unsolicited Communication/”Spam”: Affiliate may not send or distribute unsolicited communications either individually or in mass (e.g. "spam" e-mail advertising, mailing, telephone calls and the like) in any way relating to the SCC Service without SCC’s prior approval.

b. Improper Use of Material. Affiliate may not make improper or unauthorized use of the SCC Material or SCC Film Material. Improper or unauthorized use of these materials includes, but is not limited to, utilizing the SCC Materials and/or SCC Film Materials in a disparaging or negative way, using the SCC Materials and/or SCC Film Material in a manner that is not provided to Affiliate or approved by SCC and/or screening the SCC films in a public setting to a paying audience without prior written permission. Affiliate may not utilize, copy or otherwise reproduce the SCC Film Material, in whole or in part, that is not specifically provided to Affiliates and designated as usable, even if such material appears on other parts of SCC’s website or in other materials provided by SCC such as the SCC DVD’s and packaging, newsletters, or e-mails. Affiliate may not use any SCC Film Material to create its own promotional material or to endorse its own services, products, platform, etc.

c. Confusion: Affiliate may not hold itself out as a representative of SCC. Although part of SCC’s Affiliate program any implication that an affiliate is “Affiliated with” SCC is improper. Affiliate’s use of the SCC Materials, SCC Film Material and all related material and engagement in all permitted activities must be done in a manner that does not in anyway suggest or imply that Affiliate is holding itself out as SCC, representing SCC or that SCC endorses Affiliate. A visitor to Affiliate’s website must be able to distinguish Affiliate from the SCC. For example, Affiliate cannot have a website that solely has SCC content, SCC Material and SCC Film Material without clearly and conspicuously stating on that website that Affiliate is part of SCC’s Affiliate program and the website is for purely promotional and non-commercial purposes.

d. SCC Domain Names, Websites & Name Bidding: Affiliate may not host websites or secure domain names that are substantially similar to or confusing with SCC’s registered domain names or websites. Further, Affiliate may not name bid on terms that are confusing with SCC or its related trade names on search engines, etc. This includes registering for webpages on MySpace or YouTube any other similar website in the name of SCC or its related trade names such as www.myspace/spiritualcinemacircle.

e. Sub-license: Affiliate may not sub-license or broker any part of this Agreement, SCC Materials, SCC Film Materials or Affiliate Tools, in whole or in part to any third party without SCC’s express prior written consent.

f. Survival. The foregoing list is not exclusive and will survive the termination of this Agreement.

g. Recourse. Engagement in any improper or unauthorized activities by Affiliate may result in the immediate termination of Affiliate’s status. SCC may pursue available and proper legal action. Please be aware that individual SCC film’s rightsholders may have recourse as well.

h. SPYWARE AND OTHER PARASITES: Any affiliate suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of MERCHANT and/or its partner sites) is subject to punitive actions by MERCHANT, without notice, including but not limited to: suspension of affiliate account; termination of affiliate account; withholding of payments to affiliate; and public notification of affiliate's suspected malfeasance. MERCHANT encourages affiliates to report suspicions of such relationships; and, should substantial proof, as judged by MERCHANT, be provided, MERCHANT reserves the right to assign a value equal to unpaid monies earned by the offending affiliate (or a part thereof) to the reporting affiliate as a bounty.

9. Limited License: Affiliate grants SCC a non-exclusive license to utilize Affiliate’s name, likeness, voice, photograph, logos, trade names, trademarks and similar identifying material (collectively the “Affiliate Marks”) to SCC to advertise, market, promote and publicize the SCC’s affiliate network or your participation therein in any manner although SCC is under no obligation to do so. SCC may utilize statements on its websites, promotional, publicity and advertising material like “Affiliate is part of the SCC”. You reserve all of your ownership, intellectual property and other rights in the Affiliate Marks.

10. Feedback: Affiliate will provide SCC with feedback relating to its affiliate activities upon SCC’s request.

11. Cross Promotion: SCC may promote Affiliate’s services and products to SCC's but is not obligated to do so. All materials provided by Affiliate to SCC shall be deemed approved and clear for use when provided.

12. Publicity. Except as expressly permitted herein, Affiliate shall not create, publish, distribute or permit
any material (i.e. printed, electronic or other) relating to SCC and the material described in this Agreement
to the public or press, without first submitting such material to us and receiving our written consent.

13. Consideration: In full and complete consideration for the rights and privileges granted hereunder, the sufficiency of which is hereby acknowledged, SCC will pay Affiliate a referral fee based upon each SCC member who has done the following:

a. Referral: Clicked through the Affiliate ID on Affiliate's website or includes the Affiliate ID on their membership application (If a prospective member refers to two (2) or more affiliates, the first affiliate listed will be credited.);

b. Member: Signed up as a member of the SCC;

c. Approved: Is approved for membership by the SCC; and

d. Paid: Is a paid member of the SCC.

14. Referral Fee: Affiliate will be entitled to receive a referral fee for memberships sold through the Affiliate
in the manner described above as follows:

a. First Tier: For direct first tier referrals, described as members who sign up directly from Affiliate’s account, Affiliate will be entitled to receive the following referral fee:

i. Less than 50 referred members: Ten Dollars (US$10.00) for the initial sale and first paid month and Two Dollars (US$2.00) per paid member per month thereafter. First approval will not take place until after free trial period has relapsed.

ii. More than 50 referred members: Fifteen Dollars ($15.00) for the initial sale and Two Dollars (US$2.00) per paid member per month thereafter. If in any given month Affiliate’s referred members is below fifty members, then the less than 50 referred member fee stated above will apply.

b. Second Tier: For second tier referrals, described as members who sign via another affiliate who is Affiliate’s sub-affiliate, Affiliate will be entitled to receive Two Dollars ($2.00) per paid member per month.

To be clear, Affiliate will be entitled to receive the referral fee in the first month which the referred member is a paid SCC subscriber. Referral fees will not accrue on free trials. All referral fees will be paid per member until such member cancels their membership or this Agreement is terminated. The SCC may change, increase or decrease the referral fees offered for its affiliates at any time with period of notification.

i. Payment. Affiliate will receive a statement along with Affiliate's payment for referral fees owed, if any, on a monthly basis. Affiliate will receive an end of the year statement.

c. Deferment. If Affiliate's accrued referral fees for a particular month are less than Fifty Dollars (US$50), SCC may defer such amount and pay Affiliate during a subsequent period where the referral fees owed are Fifty Dollars (US$50)or more. No interest shall accrue on such deferred amount.

d. Tracking. Affiliate referrals will be tracked by a third party tracking software. Upon SCC's acceptance of Affiliate's application, Affiliate will receive a secured password to access certain sales reports and traffic information. SCC will not be responsible for any delays, mistakes or errors arising or resulting from the third party company and/or tracking software. All tracking information will be deemed confidential.

e. Returns. In accordance with customary business practices, SCC may
withhold future payments with an amount equal to the referral fee(s) previously paid in circumstances of product returns, duplicate entry or other clear error, or non-receipt of payment from, or refund of payment to, the referred SCC member by the SCC.

f. W-9 Information: Affiliate (if an individual) will provide SCC with a completed W-9 form attached hereto as http://www.kolimbo.com/forms/gaiam_W9.pdf within 5 days from when this Agreement is submitted. Notwithstanding anything in this Agreement to the contrary, if Affiliate fails to deliver the completed W-9, the SCC may withhold any and all payments until such time the form is received by the SCC/Kowabunga in order to comply with IRS regulations.

10. Indemnity: Affiliate will defend, indemnify, save and hold harmless SCC, its current and future parent, subsidiary and related companies and their respective successors, licensees, and assigns and their respective officers, agents, affiliates, employees and representatives, from any and against any and all claims, damages, costs, including, reasonable attorney's fees, judgments, penalties, expenses and other losses arising from a breach of Affiliate's duties hereunder; the development, operation, maintenance and/or content of Affiliate's Marks, website, materials, products and services; and dissemination of Affiliate’s correspondence. The indemnification obligations will survive the termination of this Agreement.

11. Defense: Any party seeking indemnification shall promptly notify
the other party in writing of the claim and shall reasonably cooperate with the indemnifying party with respect to such claim.

l2. Notices: Affiliate shall provide the SCC with current contact information throughout the term of this Agreement. Notices and other communications to Affiliate, pursuant to this Agreement, shall be posted on
the secured affiliate network site or sent via email to the email address provided to SCC and shall be
deemed effective upon posting or emailing, as applicable. Any notice or communications to SCC will be sent
to affiliates@spiritualcinemacircle.com and deemed effective one (1) day after e-mailing.

13. Approvals: Materials submitted to SCC will not be deemed approved if SCC fails to respond in a timely manner.

14. Amendment/Modification: This Agreement and the Affiliate portion of SCC’s website (and SCC's Terms
of Use and Privacy Policy) may be amended at any time by the SCC without notice. Affiliate is encouraged to periodically refer to this Agreement for updates as the current Agreement will be binding.

15. Governing Law: This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws principals. If a dispute arises that cannot be resolved through good faith negotiations then any such dispute or proceedings, actions or litigations relating to this Agreement shall be instituted and prosecuted within the State of California.

15. Termination: Either party may terminate this Agreement without notice. Upon termination, all rights under this Agreement shall cease and SCC shall have no further obligations to Affiliate. Upon receiving notice of termination, Affiliate shall promptly remove any Links or other references to the SCC on Affiliate's website, and return or destroy any confidential information, SCC Material, SCC Films Material or any other materials. If this Agreement is terminated because of a material breach, Affiliate shall not receive any payments as of the date of the breach, including for referral fees earned during the month prior to the date of termination. If this Agreement is terminated for any other reason, Affiliate will only receive referral fees earned during the Term of the Agreement. To be clear no referral fees will accrue or be due as of the termination date even if the SCC Members who subscribed via Affiliate remain members after termination. SCC may withhold final payment to ensure these paragraphs are complied with.

16. Limitation of Liability: Affiliate will not be entitled to seek consequential (including, lost profits), indirect, special, incidental or punitive damages of any kind arising out of or related to this Agreement. Affiliate may only recover monetary damages in an action at law and will in no event be entitled to seek injunctive or equitable relief. The amount of money that Affiliate may recover will be limited to the amount of royalties owed to Affiliate.

17. Assignment: SCC may freely assign this Agreement in whole or in part. Affiliate may not assign this Agreement without prior written consent by SCC.

18. Headings: The captions herein are inserted for reference only and in no way define, limit or describe the scope of this Agreement or interfere with the provisions.

19. Confidential & Propriety Information: Affiliate may not directly or indirectly disclose to the public or to the trade any of the terms of this Agreement without SCC’s prior written consent. Upon approval, Affiliate may issue publicity relating to the SCC so long as such publicity does not contain any confidential or proprietary information. Affiliate may not at any time refer to SCC in any derogatory or knowingly false manner. If at any time SCC is granted access to your mailing lists or vice versa such information shall be deemed confidential and will not be disclosed to any third parties without the prior written consent of the other party.

20. No Joint Venture: Nothing herein shall be construed to place the parties in relationship of fiduciary, partner or joint ventures. Affiliate shall not be able to obligate or bind SCC in any manner. Affiliate may not make any statement which may cause confusion as to the relationship of SCC and Affiliate.

21. Authority to Enter: Each party represents that it has the authority and capacity to enter into this Agreement and perform its obligations.

22. Entire Agreement: This Agreement contains the entire understanding between the parties and supersedes all prior oral and written understandings of the parties hereto relating to the subject matter herein, including prior versions of this Agreement.

AFFILIATE'S SUBMISSION OF THIS APPLICATION SHALL CONSTITUTE AFFILIATE'S AGREEMENT TO BE BOUND BY THIS AGREEMENT. Effective as of May 2, 2007.


Copyright © 2004-2007 The Spiritual Cinema Circle, LLC. All Rights Reserved.