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Operating Agreement

Latest Version: 2.1 - 12/1/2008

Please fill out the sign-up form to join as a Referrer and accept the agreement. (If you have already signed up, your account is probably not active yet.)

You may view a printable version of the Referrer Agreement. However, you must join as a Referrer in order to accept or not accept the agreement.

PixelMill Referrer Operating Agreement

Read This Agreement Carefully

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the PixelMill Referrers Program (the "Program"). As used in this Agreement, "we" means PixelMill, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to PixelMill's site located at the URL www.pixelmill.com, or to the site that you will link to our site (and which you will identify in your Program application).

PixelMill Referral Program Terms and Conditions

These terms and conditions (the "PixelMill Referral Program Terms and Conditions") are part of the PixelMill Referral Program Agreement and are binding on all PixelMill Referral Members. The terms "we," "us," or "company" in the PixelMill Referral Program Terms and Conditions refer to PixelMill.com, and the terms "member," "PixelMill Referral Member," or "you" refer to the PixelMill Referral Members, whether an individual, partnership, limited liability company, or corporation. All PixelMill Referral Members are required to read and comply with all of the PixelMill Referral Program Terms and Conditions, as some may be changed or amended from time to time by PixelMill.

SENDING MASS E-MAIL, OR "SPAMMING," IS ABSOLUTELY PROHIBITED.
This includes sending multiple copies of any unwanted or un-requested e-mail -- even if executed through newsgroups, purchased mailing lists, or third-person distributors. If a PixelMill Referral Member in any way participates in the act of spamming, the membership will be immediately terminated, all PixelMill Referral Member Referral Fees will be withheld, and any other PixelMill.net member benefit will be revoked. PixelMill will contact the PixelMill Referral Member by email and provide an opportunity to have the matter reviewed.

BECOMING A PIXELMILL REFERRAL MEMBER

Any partnership, limited liability company, corporation or other entity, or any person who is of legal age, is eligible to become a PixelMill Referral Member. To become a PixelMill Referral Member, you are required to complete an online Membership Application, choose a unique PixelMill ID, and read and agree to the online PixelMill Referral Member’s Agreement and the PixelMill Referral Program Terms and Conditions.

PIXELMILL REFERRAL MEMBER’S WILL:

  • Promote PixelMill.com in a positive manner and not take any actions that will harm the reputation or positive image of PixelMill.com.
  • Comply with these PixelMill Referral Program Terms and Conditions.
  • Comply with PixelMill.com’s Web site Guidelines and Terms and Conditions.

CHOOSING YOUR UNIQUE PIXELMILL ID

Your unique PixelMill id can not be a trade mark name that is owned by someone else.

PRICES AND PRODUCT AVAILABILITY

Prices for products offered at PixelMill.com are completely within the control and discretion of PixelMill.com and may be changed at any time. We will update product information and prices on our Web site when appropriate. You may not put product prices on your Web site. PixelMill.com will display all prices on products available at the PixelMill Web site. PixelMill.com cannot guarantee availability of all products for sale or shipment, and PixelMill.com will endeavor to note any limitations on availability on the PixelMill.com Web site.

VOLUNTARY CANCELLATION

There is no sign-up fee to become a PixelMill Referral Member, and you may cancel your relationship with PixelMill.com at any time, for any reason, by notifying PixelMill.com in writing. Upon cancellation, your right to receive future Referral Fees ceases, but PixelMill Referral Members will have 30 days to ‘cash out’ any unclaimed referral fees on balances of $100 or more.

CONFIDENTIALITY

PixelMill.com may supply to the PixelMill Referral Member product information, data processing information, and other reports containing information concerning a PixelMill Referral Member’s organization, Referral Fees, and product sales. All information regarding the identity of purchasers (whether or not a PixelMill Referral Member), the products purchased by such purchasers, the sales amounts generated by purchasers, the identity of members in the sales organization of any PixelMill Referral Members, and the amount of sales and Referral Fees generated by other PixelMill Referral Members in such organization belong solely to PixelMill.com, are proprietary and confidential, constitute trade secrets of, and may not be used by or disclosed to any person or entity other than the intended recipient of the report or reports from PixelMill.com. Any reports and information furnished to PixelMill Referral Members by PixelMill.com may be used only by PixelMill Referral Members for the purpose of promoting sales of the products and services offered by PixelMill.com and may not be used in connection with any other business or activity, or to compete with PixelMill.com directly or indirectly, or in any manner that would be unlawful.

CONDITIONS OF THE REFERRAL GUIDE

The PixelMill Referral Guide can be found on the PixelMill website, and will be deemed part of these Terms and Conditions. Certain terms and conditions relating to the application and administration of the PixelMill Referral Guide are noted below.

  1. Referral Structure
    The PixelMill Referral Program features an on-going one tier system that rewards referrers for purchases made by referred customers. ‘First Tier’ or ‘Tier One’ refer to referral customers directly referred by you or your web site.
  2. Qualifying Products
    Qualifying products are products sold directly from PixelMill or the PixelMill site, excluding any expressly stated products. Qualifying products do not include products sold through 3rd party sites that PixelMill has provide link to or a referral.
  3. Referral Fee Schedule
    You will earn referral fees based on Qualifying Revenues generated by your tier one referral customers. "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products, excluding costs for shipping, handling, downloading, taxes, service charges, credit card processing fees, and bad debt. The current referral fee schedule is:

    First Tier: 25% of Qualifying Revenues from net sales of all Qualifying Products.
  4. Referral Fee Payment
    All referral fees are applied as store credit, which a PixelMill Referral Member can use to purchase PixelMill products. When the credit generated by a PixelMill Referral Member reaches $100 or more the PixelMill Referral Member can choose to ‘cash out’ at the PixelMill site. PixelMill provides a ‘cash out’ request form in the Referral Member section of the PixelMill site. When the total credit generated by a PixelMill Referral Member reaches $500, PixelMill will automatically ‘cash out’ $500 to the PixelMill Referral Member. ‘Cash out’s’ will be paid no later than 45 days following the date the ‘cash out’ was requested. We will send you a check for the referral fees, less any taxes that we are required by law to be withheld. If a Product that generated a referral fee is returned by the customer, we will deduct the corresponding referral fee from your store credit. If there is no subsequent payment, we will send you a bill for the referral fee. PixelMill Developer’s please refer to Attachment A for Referral Fee Payment details.
  5. Referral fees will expire after one year of inactivity on your account. Inactivity is defined as no new referral fees have been applied to your account.
  6. So that we may verify information needed to pay Referral Fees, all PixelMill Referral Members must provide PixelMill.com with a valid postal address, and PixelMill Referral Members who are citizens of the United States must also provide us with a valid Social Security Number. If a PixelMill Referral Member fails to provide the necessary information, we will make every reasonable effort to obtain the information. If, however, we are unable to obtain the information, and thus are unable to pay any accrued Referral Fees, all such Referral Fees will be considered forfeited by the PixelMill Referral Member one year after our first request for the information.
  7. If a PixelMill Referral Member becomes inactive, the member will be deleted from the system. The former PixelMill Referral Member is allowed to re-apply, but their original Member organization will not be re-activated.
  8. All Referral Fees are based only on the net sale price of the product. Discounts, special offers, and any taxes, for example, are not used in the calculations of Referral Fees.
  9. PixelMill.com reserves the right to modify or change the PixelMill Referral Guide at any time without prior notification.
  10. PixelMill Referral Members may only sign up one time. Multiple memberships by the same person will result in only the first membership name being acknowledged for payment of Referral Fees.
  11. PixelMill Referral Members who are not residents of the United States are required to determine, and by application to become a PixelMill Referral Member do certify to PixelMill.com, that participation in the members program, in accordance with these Terms and Conditions and the PixelMill Referral Members Referral Fees Guide, including receipt of Referral Fees under the Members Referral Fees Guide, is lawful in the jurisdiction(s) where the PixelMill Referral Member resides, is domiciled or conducts business. PixelMill Referral Fees are paid in U.S. dollars.

REFERRALS

  1. At PixelMill.com we believe that there exists an unwritten courtesy that a prospective PixelMill Referral Member will generally be sponsored by the first PixelMill Referral Member who introduces or refers the prospective members to our site to purchase and eventually sign up as a PixelMill Referral Member. Each new PixelMill Referral Member has the right to choose his or her own referrer. A PixelMill Referral Member will not unduly influence, or in any way entice, prospects with unreasonable or exaggerated claims as to possible income or business development as noted above. In the event of any dispute or disagreement, PixelMill.com, in its sole discretion, may resolve any conflict or disagreement between two or more referring PixelMill Referral Members, and such decision will be final and binding on all persons or entities concerned.
  2. Each PixelMill Referral Member, as an independent contractor, is given the right to refer other PixelMill Referral Members. This right does not preclude PixelMill.com from resolving any dispute or disagreement as provided in a) above, or declining to enter into a contractual arrangement with any applicant PixelMill Referral Member for any reason or without stating a reason.

PIXELMILL.COM WILL:

Be solely responsible for accepting, processing and filling customer orders. These tasks will be performed in accordance with stated ordering polices and customer services at PixelMill.com customer services.

USING THE PIXELMILL.COM NAME, TRADEMARKS AND LOGOS

PixelMill.com hereby grants PixelMill Referral Members a non-exclusive, non-transferable, revocable right to use the PixelMill.com trademarks and logos and similar identifying materials relating to it to download and display on your Web site. PixelMill Referral Members are required to use only approved PixelMill.com trade names, trademarks, logos and images while promoting PixelMill.com. PixelMill.com’s trade names, trademarks, logos and images (i.e. the "PixelMill Proprietary Materials") belong exclusively to PixelMill.com. PixelMill.com has made the Proprietary Materials available for use by PixelMill Referral Members under a revocable license. PixelMill Referral Members are not permitted to use any PixelMill.com Proprietary Materials, or any copies or confusingly similar names, marks, logos or images, or any descriptive or promotional materials regarding any products or services sold by PixelMill.com, unless prior written approval has been received. All approved PixelMill.com Proprietary Materials, artwork and other materials, available for use by PixelMill Referral Members, are available through the PixelMill.com Web site in the "Make Referrals” section, including Web site banners, and logos. PixelMill Referral Members further agree they will not use the Proprietary Materials in any manner that is disparaging to, or that otherwise portrays PixelMill.com in a negative light.

RESTRICTIONS ON USE OF THE PIXELMILL.COM NAME

  1. PixelMill name and the PixelMill Proprietary Materials may be used only by PixelMill Referral Members for the purpose of promoting sales of the products and services offered by PixelMill.com (provided that such use has been approved by PixelMill.com as required in these Terms and Conditions) and may not be used in connection with any other business or activity.
  2. Use of "PixelMill", "PixelMill.com” or any name similar to or confusingly similar to such name or names as part of any domain name or promotional or marketing material (other than any Proprietary Materials approved for use by PixelMill Referral Members) is prohibited.

INTEGRITY AND REPRESENTATIONS

PixelMill.com's mission is to form relationships with others who share our same integrity, intentions and business goals. We expect our members to maintain these same standards. Any Web site, individual or other entity that promotes violence, sexually explicit material or discrimination based on race, religion, sex, age, sexual orientation and/or physical disability does not qualify. All PixelMill Referral Members will conduct themselves in accordance with these standards, and act truthfully and fairly, when promoting PixelMill.com's Web site, PixelMill.com’s products, services and programs and in all communications with customers, other PixelMill Referral Members, or potential members. This obligation shall include, without limitation, the following:

  1. Marketing: A PixelMill Referral Member will neither misstate nor omit, any significant material about PixelMill Referral Members or the PixelMill Referral Members Program. The PixelMill Referral Member will direct each potential PixelMill Referral Member to PixelMill.com's Web site. The Web site will contain, and the online application will refer to, the PixelMill Referral Member Agreement, the PixelMill Referral Member Terms and Conditions, and the PixelMill Referral Guide.
  2. Retail Sales: A PixelMill Referral Member will make it clear to prospective customers and prospective PixelMill Referral Members that the PixelMill.com program is based upon the retail net sales of PixelMill.com products and services. A PixelMill Referral Member will only be paid Referral Fees on purchases made and will not be successful, or receive any consideration, merely by referring or signing up other PixelMill Referral Members.
  3. Income Representations: PixelMill Referral Members will not make any representations concerning the amount of potential income or Referral Fees to be received by a prospective PixelMill Referral Member. PixelMill.com will not be bound by any statements or representations made by PixelMill Referral Members with regard to any potential earnings of PixelMill Referral Members.
  4. Rights of Third Parties; Copyrighted Materials: A PixelMill Referral Member must observe all copyright laws and other laws intended to protect the rights of third parties in their intellectual property. This includes all marketing materials and information on any Web site established or maintained by a PixelMill Referral Member. You must have written permission to use any material authored or created by a third party or parties before using any such material or portion thereof on any Web site.
  5. PixelMill Referral Members have the right as an independent contractor to participate in other business opportunities concurrently with the PixelMill.com member program. However, PixelMill.com reserves the right to terminate a PixelMill Referral Member participating in another program similar to or competing with the PixelMill Referral Member program, or which participation would have an adverse effect on the PixelMill Referral Member program.
  6. PixelMill Referral Members further understand that PixelMill.com does not endorse your web site or any products or services available thereon and the PixelMill Referral Member agrees that no action will be taken nor any action not taken that would give the impression to the contrary.

INDEPENDENT RELATIONSHIP

  1. A PixelMill Referral Member is an independent contractor and is not an agent, employee, sales representative, joint venturer or franchisee of PixelMill.com. A PixelMill Referral Member is not authorized to make any promise, agreement, or contract on PixelMill.com's behalf. A PixelMill Referral Member is not in any way involved in the product or service sales transactions made by PixelMill.com (other than by promoting or providing a link to the PixelMill.com Web site), and at no time will have any right to possession of any products sold, or hold any right, title, or interest in the products or services being sold by PixelMill.com.
  2. The PixelMill Referral Member, as an independent contractor, is fully responsible for his or her verbal and written statements and actions made regarding the products, services and marketing program that make up the current Member Program, and/or any statements made in any advertising and promotional materials supplied by the PixelMill Referral Member. The PixelMill Referral Member agrees to indemnify PixelMill.com and hold it harmless from any and all claims, actions, demands, damages, losses, expenses and liabilities, including judgments, civil penalties, refund claims, attorneys' fees, court costs, or lost business, incurred by PixelMill.com arising from or as a result of (i) any failure to comply with the PixelMill Referral Member Agreement or these Terms and Conditions, or (ii) the making of any unauthorized representations by the PixelMill Referral Member.
  3. Though each PixelMill Referral Member is an independent contractor, every PixelMill Referral Member agrees to allow PixelMill.com to use his or her name and or likeness for promotional purposes.
  4. All PixelMill Referral Members are personally responsible for all taxes due or owing on any Referral Fees or bonus earnings from PixelMill.com. As an independent contractor you agree that you are responsible for all taxes and all expenses related to any Referral Fees or bonus earnings received from PixelMill.com. If PixelMill distributes $600 or more to a U.S. PixelMill Referral Member within a calendar year, PixelMill.com will provide the PixelMill Referral Member with the appropriate Internal Revenue Service reporting form (currently form 1099) each year indicating the compensation that was paid during the tax year.

EQUIPMENT

All PixelMill Referral Members shall be responsible for their own equipment and materials, including maintaining all telephone, computer hardware and software, and other equipment or software needed for access to and use of PixelMill.com.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

  1. Neither PixelMill.com, its product developers, its affiliates, nor any of their respective employees, agents, third party content providers or licensors represent or warrant that PixelMill.com will operate continuously, or be uninterrupted or error free.
  2. PixelMill.com, its product developers, its affiliates, officers, directors, shareholders, agents and employees will have no liability, by reason of negligence or otherwise, for any failure of PixelMill.com or the PixelMill.com Web site to be accessible, available, or online at any time or during any period of time, or for any failure of the PixelMill.com Web site to properly receive, record or process any orders, purchase transactions or commission payment information at any time or during any period of time. This disclaimer of liability applies to any claims, actions, damages, losses, liabilities or injury caused by any failure of performance, including but not limited to, error, omission, interruption, deletion, defect, delay in operation or transmission, equipment failure, software bug, computer virus, sabotage, utility failure, communication line failure, casualty, theft or destruction or unauthorized access to, or alteration of records. PixelMill.com will not be held liable for the defamatory, offensive or illegal conduct of PixelMill Referral Members or third parties, and the risk of damage, loss, liability or injury from the foregoing rests entirely with each PixelMill Referral Member.
  3. PixelMill.com will not be liable for any incidental or consequential damages.

NON-WAIVER PROVISION

Failure of PixelMill.com to exercise any rights stated in these PixelMill Referral Member Terms and Conditions, the PixelMill Referral Guide, or the PixelMill Referral Member application and agreement, shall not constitute a waiver of PixelMill.com's right to exercise any such rights in the future or demand exact compliance therewith. Waiver by PixelMill.com of any breach of any provision of these PixelMill Referral Member Terms and Conditions or the PixelMill Referral Member Agreement will not constitute a waiver of any prior, concurrent, or subsequent breach of these PixelMill Referral Member Terms and Conditions or the PixelMill Referral Member Agreement.

TERM OF 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 site, all links to our site, and all PixelMill trademarks, trade dress and logos, 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 referral fees on our sales of Qualifying Products occurring during the term, and referral 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.

MODIFICATION

PixelMill 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 site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. 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 SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

TERMINATION

PixelMill.com reserves the right to immediately terminate its agreement with any PixelMill Referral Member, at any time, if the PixelMill Referral Member violates or is in breach of any of the terms and conditions of the PixelMill Referral Member Agreement, these Member Terms and Conditions, the Member Referral Fees Guide, the provisions of any applicable laws, or PixelMill's standards of truthfulness and fair dealing, or the PixelMill Referral Member engages in any conduct that subjects PixelMill.com to any notoriety, or that damages or is intended to harm the reputation of PixelMill.com or other PixelMill Referral Members. PixelMill cooperates with all law enforcement inquiries. Therefore, local, state and federal law enforcement officials can request your Member ID, name, street address, city, state, zip code, country, phone number, email and company information. Such "Notice of Termination" shall be in writing directly to the PixelMill Referral Member and may be delivered by, but not limited to, first class mail, e-mail, or facsimile transmission. If false information is provided to PixelMill.com, notification will not be sent to the member. Upon termination or cancellation you are not permitted to link your Web site to PixelMill.com and you may not represent yourself to be a PixelMill Referral Member in any web posting, advertising, marketing materials, promotional materials or other form or means of communication.

NON-PERFORMANCE

Neither PixelMill.com, nor any PixelMill Referral Member, will be responsible for delays or any failure in performance under the member program or these Terms and Conditions, where performance is made commercially impracticable due to circumstances beyond either party's control including, but not limited to: the failure of any server hardware or software to operate or function property; the inability to link to, access, conduct business or confirm transactions on or through the PixelMill.com Web site whether caused by server hardware or software failure or caused by any Internet service provider or other third party; earthquake, flood, fire, storm or other casualty or natural disaster; epidemic; accident; explosion; act of God; lockout; strike; labor controversy or threat thereof; riot; insurrection; civil disturbance or commotion; boycott; disruption of the public markets; war or armed conflict (whether or not officially declared); sabotage; act of a public enemy; embargo; delay of a common carrier; the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business; lack of availability of any product or service advertised or promoted on the PixelMill.com Web site; or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree binding on such party; provided that the party relying upon this Non-Performance provision takes all steps reasonably necessary under the circumstances to mitigate the effects of the event or circumstances causing the non-performance.
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 WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. 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.

INCLUSIVE RULES

These PixelMill Referral Member Terms and Conditions, the PixelMill Referral Member Referral Fees Guide, and PixelMill Referral Member Agreement and the instruments and documents referred to in such documents constitute the entire understanding of the parties, with respect to the subject matter thereof. These PixelMill Referral Member Terms and Conditions, the PixelMill Referral Member Referral Fees Guide, and the PixelMill Referral Member Application and Agreement may be amended at any time by PixelMill.com, by posting of such amendment(s) on the PixelMill.com Web site.

MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Sacramento, California, and you irrevocably consent to the jurisdiction of such courts. 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.

INVALID PROVISION

If any provision or paragraph in the PixelMill Referral Member Agreement, these PixelMill Referral Member Terms and Conditions, the PixelMill Referral Member Referral Fees Guide, or any amendment(s) thereto is held to be invalid by a court of competent jurisdiction, all other provisions and paragraphs shall remain valid and in full force and effect.

Attachment A –

PixelMill Referral Program – PixelMill Developers

PixelMill Developers are welcome to take part in the PixelMill Referral Program. The Developer program is similar to the general PixelMill Referral program except for the following:

Referral Links:
Customers who use a Developer’s site and purchases using the ‘Buy it Now’ button, which routes the purchase through PixelMill, and have not already been assigned to a PixelMill Referral Member, will be marked as that Developers’ referral customer.

Referral Fee Payments:
Developers will be automatically paid monthly for referral fees generated in the previous month. Payments will be sent with or as a part of the Developer Commission check.


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Phone: (866) PIXELMILL
(866) 749-3564
Int'l phone: 1 (530) 297-3662

105 E St, Suite 310
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