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Affiliate Program Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ENROLLING IN THE SOURCE AFFILIATE PROGRAM. BY SUBMITTING YOUR APPLICATION TO BECOME AN AFFILIATE OR BY USING THE PROGRAM (AS DEFINED BELOW), YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SUBMIT AN AFFILIATE APPLICATION AND YOU WILL NOT BE ENROLLED IN THE SOURCE AFFILIATE PROGRAM. INNERSCIENCE RESEARCH FUND’S (ISRF) ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY ISRF, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

 

SOURCE
Affiliate Program Agreement

The SOURCE Affiliate Program, as may be modified by SOURCE from time to time (the “Program”), available through https://sourcethefilm.org/ (the “SOURCE Site”), is owned by Give to Research DBA InnerScience Research Fund, (“ISRF”), and powered by WooCommerce, (“WOO”). The Program is offered to you (“You”) under the following terms and conditions:

    1. Program Enrollment; Sub-Affiliates. After going through the registration process for the Program, You will become enrolled in the Program, subject to the terms and conditions of this Agreement, and to SOURCE’s approval, which SOURCE may withhold or withdraw in its absolute discretion. You shall not establish or cause to be established any promotion that allows third parties to participate in the Program unless You receive SOURCE’s prior written approval in each instance.
    2. Links; Solicitations. Subject to the terms and conditions of this Agreement, SOURCE hereby grants You a non-exclusive, non-transferable, revocable license to (i) display SOURCE links and embeddable banner advertisements in the form and format provided in the SOURCE Affiliate Center (each a “Link”) and any content provided by SOURCE specifically for use in connection with the Program (“Content”), and (ii) establish electronic links to the SOURCE 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 Guidelines attached hereto and incorporated herein by this reference. SOURCE shall be under no obligation to assist You in installing or formatting the Links. You may not in any way (i) modify any Links or 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 are required to place the Links such that it is unlikely that the Links will mislead end-users, and such that it is reasonably likely that the Links will deliver bona fide transactions. You agree to modify the Links, as may be requested by SOURCE in its sole discretion, within three (3) days of receiving notice of any such request. In the event SOURCE terminates this Agreement for any reason, you shall immediately cease all uses of the Links and Content. Any email solicitations related to the SOURCE Site shall be subject to the Guidelines attached hereto. All users who visit the SOURCE Site will be deemed to be SOURCE customers and, accordingly, will be subject to SOURCE’s terms of use, policies, and pricing, as may be modified from time to time by SOURCE in its sole discretion. You may not in any way misrepresent the contents of the SOURCE Site, its terms of use or its pricing.
    3. Fees. Payment processing for the Program is subject to the Program’s terms of payment, which can be found at SOURCE Affiliate Program Terms (“Program Terms”). Provided You are at all times in compliance with all the terms of this Agreement, for each “Qualified Purchase” SOURCE will pay You an “Affiliate Fee” equal to fifty percent [50%] of the amount of such Qualified Purchase actually received (and not subject to refund, chargeback or contingency), less any third-party payment processing fees. As used herein, “Qualified Purchase” shall mean a successful purchase on the SOURCE Site, or execution or billing of a paid subscription to a SOURCE offering (excluding execution or billing of automatic renewal or other recurring billing of a subscription), purchased by any end-user who (a) clicks on a link and subsequently makes a purchase, or subscribes to a SOURCE offering as specified in the Program Terms, through the SOURCE Site no later than3 fourteen (14) days after such click (as such time period may be adjusted by SOURCE from time to time), (b) has not clicked on a hypertext link to the SOURCE Site from another website operated by SOURCE, another affiliate or any other third party after last clicking on Your Link during such fourteen (14) day period. Affiliate Fees will be paid in U.S. dollars within ninety [90] days after the end of the calendar month during which the applicable Qualified Purchases took place. If Your Affiliate Fees for a given payment period equal less than one hundred dollars ($100) in the aggregate, they will carry over to the following payment period until the one hundred dollar ($100) threshold has been met. SOURCE shall not pay You for any transactions made directly by You or Your agents using Your own Links. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, hidden frames, JavaScript popup windows, or redirects. 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 SOURCE from time to time, will result in fees otherwise payable hereunder being withheld. Failure to provide accurate payment information and to keep such information current may result in Affiliate Fees being forfeited.
    4. User Data. In handling or processing User Data, You shall at all times comply with applicable laws and regulations, including, without limitation, GDPR and CCPA. You hereby represent, warrant and covenant to SOURCE that You will not (i) disclose, sell, rent or otherwise make available any User Data (as hereinafter defined) to any third party, or (ii) use any User Data to target, promote or advertise the products, services or offerings of any third party. You shall take reasonable measures to protect the secrecy of, and avoid disclosure or unauthorized use of, User Data. The term “User Data” means any data You collect or obtain through the Program or otherwise about any SOURCE Site user. Notwithstanding the foregoing, nothing set forth herein shall prevent You from using User Data You receive in connection with this Agreement to conduct aggregate analysis of usage of Your Site. You agree to comply with the terms and conditions set forth in Exhibit A attached hereto and incorporated herein by this reference.
    5. Privacy Policy. You must maintain a privacy policy that clearly and accurately describes (i) the information collection and use practices of Your Site, including but not limited to, the type of information collected, how the information is collected and used, and with whom the information is shared, and (ii) end-users’ rights with regard to their personal information under applicable laws. You will also describe how any information is collected on Your website by, or shared with, any third party, including WOO. Your Site must have a prominent link to Your privacy policy which You hereby represent is, and shall remain for the term of this Agreement, consistent with best practices in the industry and the terms set forth in this Agreement.
    6. Warranties. You hereby represent and warrant to SOURCE that: (i) You are eighteen (18) years of age or older, have duly and validly executed this Agreement and it constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; and (ii) Your activities in connection with the Program do not and will not violate any applicable laws or regulations, or infringe on the rights of any third party.
    7. Indemnity. You agree to defend, indemnify and hold SOURCE and WOO, and their respective 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 (i) any breach of this Agreement, including, without limitation, any warranties provided herein, (ii) Your or Your Sub-Affiliates’ acts or omissions, or in connection with Your Site, including, without limitation, in connection with any violations of copyright, trademark, privacy, defamation, or anti-SPAM laws.
    8. Intellectual Property. Except for the license granted in Section 2 herein, as between the parties, SOURCE shall retain all rights, title and interests in and to the Links, the Content, the SOURCE Site, any portion or element thereof, and any trademarks or service marks incorporated therein, and all other intellectual property rights related thereto. You will not represent or imply that You are SOURCE, an agent of SOURCE, an or a part of SOURCE or an agent, part of, or affiliated with any company or individual represented in SOURCE or affiliated or associated with SOURCE, including but not limited to, InnerScience Research Fund, Encephalon Inc., Dr. Joe Dispenza, Metamorphosis, UC San Diego, or Hathor Studios. 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 SOURCE 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 SOURCE trademarks or service marks hereunder and any associated goodwill shall inure solely to SOURCE and its associated companies.
    9. Termination. SOURCE may terminate this Agreement immediately if You breach any provision hereof, or if SOURCE receives a third-party complaint regarding Your Site or Your activities in connection therewith, the validity of such complaint to be determined by SOURCE in its sole and absolute discretion. You may terminate this Agreement at any time. Sections 4 through 14 shall survive termination of this Agreement for any reason.
    10. WARRANTY DISCLAIMER. NEITHER SOURCE NOR WOO MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, THE SOURCE SITE, OR THE AMOUNT OF FEES YOU WILL COLLECT HEREUNDER, AND EACH HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
    11. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, NEITHER SOURCE NOR WOO WILL 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 CONSEQUENTIAL DAMAGES, OR LOST PROFITS, OR (II) IN ANY CASE, FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE FEES PAID OR PAYABLE 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.
    12. Miscellaneous. SOURCE reserves the right to change its affiliate 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 SOURCE 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. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and SOURCE’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. 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. 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 email, or upon receipt, if sent by certified or registered mail, return receipt requested. You may not assign this Agreement to any third party without SOURCE’s prior written consent, and any purported assignment in violation of the foregoing shall be void and without effect. SOURCE may assign this Agreement in whole or in part. SOURCE will not be responsible for any delay in the performance of its obligations hereunder caused by any acts, omissions, or events beyond SOURCE’s reasonable control. This Agreement represents the complete agreement and understanding between You and SOURCE with respect to the subject matter hereof, 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 California, without regard to conflicts of laws provisions thereof. Unless otherwise elected by SOURCE, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the California state and U.S. federal courts having within their jurisdiction the location of SOURCE’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.
    13. CLASS ACTION WAIVER. NEITHER YOU NOR ISRF WILL HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN CONNECTION WITH THIS AGREEMENT OR THE WEBSITE.
    14. Publicity. You may not disclose the existence or terms of this Agreement without ISRF’s prior written consent in each instance.

 

GUIDELINES

LINKING

    1. Links may not in any way misrepresent the contents of the SOURCE Site, its terms of use or its pricing, contain illegal or offensive content, or target children under the age of 18.
    2. All links that mention or refer to SOURCE, and all pages that include any Content, shall link to https://sourcethefilm.org/ or any subdomain thereof. You may not use “fake gate” pages.
    3. You may not make a purchase from, or a subscription to the SOURCE Program a condition to other activities on Your Site.
    4. You may not, without SOURCE’s prior written consent in each instance, place Links or Content (i) in pop-up, pop-under or similar ads delivered by third-party software applications; (ii) in unsolicited e-mail or other types of spam, banner networks, counters, guestbooks, IRC channels or through similar Internet resources; or (iii) anywhere other than on Your websites; and (iv) You may not embed or include the Content or Links in software applications (such as toolbars, add-ons and plug-ins).
    5. Your use of Links shall at all times be in compliance with FTC disclosure requirements that material connections between advertisers and endorsers be disclosed. This means that any communication that provides an endorsement or assessment of SOURCE’s products or services must prominently disclose the fact that You receive compensation for Qualified Purchases.
    6. You may not post Links on websites or social media accounts that contain adult content, that are primarily political in nature, that promote alcohol, tobacco or firearms, that encourage hate speech, racial, sexual or gender discrimination, or that are otherwise offensive or violate applicable laws or regulations, as may be determined by ISRF in its sole discretion.
    7. You may not send Links by means of a text message or SMS message using an autodialer except upon prior written permission from SOURCE and only if You have obtained the prior express written consent of the recipient as required by applicable law, including, but not limited to, the Telephone Consumer Protection Act and its implementing regulations.

 

EMAIL SOLICITATIONS
You may solicit prospective SOURCE customers 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.

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.

 

EXHIBIT A

DATA PROCESSING AGREEMENT

To the extent that information that identifies or relates to an identifiable individual (“Personal Information”) received by You pursuant to the SOURCE Affiliate Program Agreement (the “Agreement”) between You and SOURCE (“SOURCE”) is covered by the European General Data Protection Regulation (EU) 2016/679 (“GDPR”), You agree to Process (as defined below) such Personal Information subject to the terms and conditions of this Data Processing Agreement (“DPA”).

1. DATA PROCESSING AND PROTECTION

1.1. Limitations on Use. You will Process Personal Information received by You or on Your behalf in connection with the SOURCE Affiliate Program (the “Program”) only (i) for the purpose of the Program and in accordance with the Agreement, or (ii) as needed to comply with law. The scope of Processing of Personal Information is as specified in the Agreement. “Process” or “Processing” means the collection, recording, organization, structuring, alteration, use, access, disclosure, copying, transfer, storage, deletion, combination, restriction, adaptation, retrieval, consultation, destruction, disposal, or other use of Personal Information.

1.2. Confidentiality. You will ensure that persons authorized to Process Personal Information have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

1.3. Security. You will implement, maintain, monitor and, where necessary, update appropriate administrative, technical, and physical safeguards to protect Personal Information against anticipated threats or hazards to its security, confidentiality or integrity.

1.4. Data Breaches. You will notify SOURCE without undue delay via agreed-upon channels, whenever You learn that there has been a personal data breach (as defined in the GDPR). Taking into account the nature of Processing and the information available to You, You will assist SOURCE at SOURCE’s request in complying with SOURCE’s notification obligations regarding personal data breaches as required by the GDPR.

1.5. Cross-Border Transfers. You may not transfer Personal Information to any country that is not recognized by the European Commission as providing an adequate level of data protection according to EEA standards or otherwise covered by EU-US or Swiss-US Privacy Shield frameworks.

1.6. Subprocessing. You are not authorized to transfer Personal Information to any third party for any purpose.

1.7. Requests or Complaints from Individuals. You will assist SOURCE, at SOURCE’s request, by appropriate technical and organizational measures with ISRF’s obligation to respond to data subjects’ requests to exercise their rights under the GDPR. Taking into account the nature of the Processing and the information available to You, You also will assist SOURCE at SOURCE’s request in meeting SOURCE’s compliance obligations regarding carrying out privacy and data protection impact assessments and related consultations of data protection authorities.

1.8. Audit. SOURCE may provide to You a security assessment questionnaire related to Your Processing of Personal Information, which You will accurately and promptly complete. Such a questionnaire may include questions seeking verification of compliance with the terms and conditions of this DPA. If, after the original security questionnaire assessment, SOURCE determines that further assessment is warranted, SOURCE may request, no more than annually and with 30 days prior written notice, at SOURCE’s cost, an assessment to examine policies, procedures and other materials related to Your Processing of Personal Information. When responding to SOURCE’s information or audit requests, You will inform SOURCE if You believe that any of SOURCE’s instructions regarding Processing would violate the GDPR or European Union Member State law.

1.9. Regulatory Investigations. Upon notice to You, You will assist and support SOURCE in the event of an investigation by any regulator, including a data protection authority, or similar authority, if and to the extent that such investigation relates to Personal Information handled by You in connection with the Program. Such assistance will be at SOURCE’s sole expense, except where investigation was required due to Your acts or omissions, in which case such assistance will be at Your sole expense.
1.10. Return or Disposal. At SOURCE’s discretion, You will destroy or return all Personal Information to SOURCE, unless applicable law requires storage of the Personal Information.

1.11. Adverse Changes. You will notify SOURCE without undue delay if You: (i) have reason to believe that You are unable to comply with any of Your obligations under this DPA and You cannot cure this inability to comply within a reasonable timeframe; or (ii) become aware of any circumstances or change in applicable law that is likely to prevent You from fulfilling Your obligations under this DPA. In the event that this DPA, or any actions to be taken or contemplated to be taken in performance of this DPA, do not or would not satisfy either party’s obligations under the laws applicable to each party, the parties will negotiate in good faith an appropriate amendment to this DPA.

2. SEVERABILITY AND CONFLICTS. In the event any provision of this DPA is held to be invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision herein. This DPA is expressly incorporated into the Agreement. In the event of any conflict or inconsistency between the terms of this DPA and the Agreement or the Program terms and conditions, the terms of this DPA prevail.

3. SURVIVAL. Your obligations under this DPA will continue for so long as You continue to have access to, are in possession of or acquire Personal Information, even if all agreements between You and SOURCE have expired or have been terminated.