VFX Horde Crew AGREEMENT
To participate in the VFX Horde Crew program, you must agree to the following:
This Crew Agreement (the “Agreement”) contains the complete terms nditions between The VFX Horde, and You, regarding your application to participate as an Crew Member of VFX Horde (“Crew”), and the establishment of links from your website to our websites, vfxhorde.com and its sub domains and services.
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE VFX Horde Crew PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS NDITIONS.
1. VFX Horde's Crew Agreement Definitions
1.1. “We”, “Our”, “Us”, “VFX Horde” means The VFX Horde.
1.2. "You", "Your" and "Crew(s)" means the business, individual or entity applying for participation in the VFX Horde Crew Program, or that displays Our products, services and/or promotions on its website and/or through offline representation through the Crew tracking code in exchange for receiving Points from VFX Horde for sales resulting from such display.
1.3. "Crew Program" means VFX Horde's Crew program available on our website at: https://crew.vfxhorde.com
1.4. “Crew Site" means the Crew's Internet site which displays VFX Horde services and/or promotions.
1.5. “Promotional Activity" means the Crew posting Links on social media sites in accordance with this Agreement.
1.6. "VFX Horde Gigs" means products, services and online courses that are available for purchase through vfxhorde.com and subdomains.
1.7. "Canceled Purchase” means any purchase refunded, canceled, suspended or subject to chargeback.
1.8. "Horde Points" or “Points” - Under the Crew Program, subject to the terms hereof, you will be awarded a Point amount for each Qualified Purchase, Promotional Activity or Community Registration by a Referred User that you directly referred to VFX Horde under and in accordance with this Agreement.
1.9. "VFX Horde Marks" means, without limitation, VFX Horde's trademarks, trade names, logos, copyrights, service marks, corporate names, and any other distinctive name or brand related to VFX Horde, whether registered or not.
1.10. "VFX Horde Sites" means www.vfxhorde.com, their sub domains and/or any other website as may be added by VFX Horde, at its sole discretion from time to time.
1.11. "Fraudulent Traffic" – means any deposits or traffic generated at the Crew Site through illegal means or in bad faith to defraud VFX Horde, regardless of whether or not it actually causes harm to VFX Horde. Fraudulent Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the services, system, bonuses or promotions not approved by VFX Horde, offers to share the Crew Points, directly or indirectly, with user and any other unauthorized use of any third party accounts, copyrights or trademarks.
1.12. "Intellectual Property Rights" or "IPR" means without limitation copyrights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, author's right, contract and licensing rights, goodwill and all other intellectual property rights as may exist now/or hereafter come into existence and all renewals and extensions thereof, regardless such rights arise under the laws of the state of Israel or any other state, court and jurisdiction.
1.13. "Prohibited Activity" means any activity that involves, facilitates, advocates or promotes one or more of the following: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age, national origin or disability; (b) libelous, defamatory, obscene, pornographic, sexually explicit or abusive activities; (c) gambling or illegal substances; (d) sedition or illegal activities; (e) false or misleading advertising; or (e) a conflict or violation of any law, rule, regulation or any intellectual property or other rights of any person, party or entity.
1.14. "Qualified Purchase" means a purchase made by a Referred User of either a VFX Horde Gig, an online course on the VFX Horde platform and/or any paid subscription, provided that such purchase meets the criteria set forth in Section 4 hereof. Any purchase refunded, canceled, suspended or subject to chargeback will not be qualified as a Qualified Purchase, and shall be referred to as “Canceled Purchase”.
1.15. "Referred User" means each new and unique User referred directly from Crew through a Link (defined in Section 2 below) provided by or approved by Us, which meets the criteria set forth in Section 4 hereof.
1.16. "Registration Form" means any and all order forms for enrollment, registration forms, or other signup or acceptance forms (whether online, paper, fax, or otherwise) submitted by You in order to enroll into VFX Horde's Crew Program, or, as applicable, the Referred User to make a Qualified Purchase.
1.17. "Sponsored Link" means a link offered, created, or displayed for a fee or any commercial arrangement by any internet search engine, portal, sponsored advertising service or other search or referral service which uses search terms or key words to identify, draw attention to or direct internet traffic to an internet site.
1.18. “Term” means the term of this Agreement as detailed in Section 12 herein.
1.19. “Terms of Service” means VFX Horde’s terms of service applicable to all users, as amended from time to time, available at www.vfxhorde.com/terms-and-conditions.
1.20. "Tracking System" means VFX Horde unique and specific tracking mechanism that will allow Crew to track the traffic and users which arrive via the Crew Activity (including but not limited to the Crew Site).
1.21. "Community Registration" means a new account registration on the VFX Horde Community (http://community.vfhorde.com) made by a Referred User.
2. Requirements:
2.1 Enrollment in the VFX Horde Crew Network
To begin the enrollment process, you must submit a completed Crew Registration Form. The Registration Form can be found at https://crew.vfxhorde.com/request-account. VFX Horde has sole discretion whether to approve or reject your enrollment to the VFX Horde Crew Program.
If We agree to enroll You to Our Crew Program, at Our sole discretion, We will make available to You a variety of graphic and textual links (including, among other, links for referring other Crews, each of these links sometimes being referred to herein as "Links" or, individually, a "Link"), which are subject to the terms nditions hereof. The Links will serve to identify Your site as a member of the VFX Horde Crew Program and will establish a Link from Your site or e-mail to Ours. In utilizing the Links, You agree that You will cooperate with Us in full in order to establish and maintain such Links.
You also agree that You will display on Your site only those graphic or textual images (indicating a Link) provided by Us or text messages expressly approved in advance and in writing by VFX Horde. All Crew Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Furthermore, you agree not to use cookie stuffing techniques that set the Crew tracking cookie without the Referred User's knowledge. Any information regarding VFX Horde and its associated brands that is going to be displayed on Your Site must be provided by Us and expressly approved by Us in writing in advance of any display.
2.2 All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any refunds, credits or discounts, or other content concerning VFX Horde, unless We have given You prior written permission in each instance. Crews may only use coupons and discounts that are provided exclusively through the Crew Program using banners and links provided by Us. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in Us terminating your eligibility to be an Crew of VFX Horde and disqualifying you from the Crew program and/or withholding of Your Points.
3. Order Processing
We will process orders placed by Referred Users who followed the Links from your Site to the VFX Horde sites. We reserve the right, at our sole discretion, to reject orders that do not comply with all requirements under this Agreement and our Terms of Service. All aspects of order processing and fulfillment, including VFX Horde service, cancellation, processing, refunds and payment processing will be Our responsibility. We will track the Qualified Purchases generated by Your Site and will make this information available to you through our Crew website. To permit accurate tracking, reporting, and Point accrual, you must ensure that the Links between your Site and our website are properly formatted.
4. Point Determination
4.1 Under the Crew Program, you will be awarded a Points for each Qualified Purchase, Promotional Activity or Community Registration by a Referred User that you refer to the VFX Horde in accordance with the terms of this Agreement. Each Referred User and each Qualified Purchase must meet the following criteria (the "Criteria"):
4.1.1 Each Referred User must be a new and unique visitor to VFX Horde and/or , as applicable.
4.1.2 Each Crew must register by completing and submitting the Registration Form using a valid and unique account and billing information.
4.1.3 Points shall not be paid to the Crew for a Referred User that was already tracked through VFX Horde's tracking system prior to visiting through the Crew.
4.1.4 Each Referred User must make a Qualified Purchase, and provide a valid payment for the purchased VFX Horde services. To generate Points for You, each Referred User must be an active, qualified User of VFX Horde and/or and must be up-to-date in all payments at the time the Points are processed, and not have been subject to a refund, credit, cancellation, suspension or chargeback (these purchases shall be deducted from the Points as further detailed in Section 4.2.1 below).
4.1.5 Each Referred User must sign up in a manner, which in Our sole judgment, definitively establishes that the Referred User was referred for the first time directly from You to VFX Horde under this Agreement based on our Tracking System.
4.1.6 Each Referred User must remain in compliance with our Terms and Service, and all applicable policies and guidelines of VFX Horde that are applicable at the time the Points are processed.
4.1.7 Points may not be paid for the Qualified Purchase if the Referred User received a refund or credit from the Crew.
4.1.8 VFX Horde reserves the right to withhold initial Points for Crews who are new to the Crew program, or who have Points that are potentially fraudulent as determined by VFX Horde in its sole discretion, in order to determine the legitimacy and cancellation rates of Referred Users.
4.1.9 VFX Horde reserves the right to suspend payment of Points at any time and indefinitely, if it suspects fraud or Fraudulent Traffic, improper activity or a potential breach of any of the terms in this Agreement by the Crew or a Referred User(s). VFX Horde reserves the right to deduct from Crew's current and future Points any and all Points corresponding to any fraudulent, questionable, and cancelled VFX Horde purchases.
4.1.10 VFX Horde, in its sole discretion, reserves the right to withhold indefinitely any Points, and/or to reverse, deny or reject any Points, and/or to deny or reject any Crew account, and/or terminate this Agreement immediately, for:
(i) Any account/sale which has not been in an approved status in good standing as an account of VFX Horde or (as applicable) for a period of at least thirty (30) days.
(ii) All Points generated for accounts that may be subject to Fraudulent Traffic.
(iii) Any orders deemed to be fraudulent or for which We see a pattern of potentially fraudulent activity, including, without limitation, where there are multiple accounts from the same User, or referral of accounts which do not comply with this Agreement.
(iv) Crews whom we believe may be artificially submitting Referred Users or using false advertising, using marketing practices that we deem to be unethical or likely to attract fraudulent signups and/or signups with a very low likelihood of renewal.
(v) Any direct referral to VFX Horde Site, or the use of “VFX Horde” as a key-word in search engines, including, without limitations, Google, Bing, Yahoo etc.
(vi) Any use of misleading sites, or accounts in social media.
4.2 Points Accrual and Payments
4.2.1 Subject to the terms of this Agreement, We will award Points equal to the specified percentage or dollar amount in accordance with the Point Plan with respect to Qualified Purchases (less any Canceled Purchases), Community Registration and Promotional Activity. Points will be awarded up to 30 days after the end of the month in which they accrued as set forth below.
4.3 Point Plan
The VFX Horde Crews program offers Points for every Qualified Purchase and Promotional Activity as described in the Point Plan, available at: https://crew.vfxhorde.com/earn-points/point-plan (the “Point Plan”). VFX Horde reserves the right to change the Point Plan at any time and/or agree on special Point rates with certain Crews individually.
5. Disputes:
Crew has access to VFX Horde's real-time Crew Program statistics and activity and specifically agrees to file any tracking or Point disputes as well as any other disputes and discrepancies within 10 days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after more than 10 days of the date on which the Qualified Purchase occurred will not be accepted by VFX Horde and Crew forfeits forever any rights to a potential claim.
6. Obligations Regarding Your Site
You will be solely responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site. Such responsibilities include, but are not limited to, the technical operation of Your site and all related equipment; content, descriptions, and references on Your site and linking those descriptions to Our website; the accuracy and propriety of materials posted on Your site (including, but not limited to, all materials related to VFX Horde Gigs); ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters and You shall indemnify Us for any and all claims, losses, suits, demands liabilities, costs or expenses howsoever arising due to any misappropriation, infringement of a third party right or violation of any of your undertaking or warranties.
You further represent, warrant, covenant and agree that You will not use the VFX Horde Gigs or Our website to engage in or promote any Prohibited Activity and undertake to comply will all state and federal laws, rules and regulations.
7. VFX Horde Responsibilities
We will be responsible for providing all information necessary to allow You to make appropriate Links from Your site to Our site. VFX Horde will be solely responsible for order processing of orders/Qualified Purchases placed by a Referred User following a Link from Your site, including but not limited to payment processing, cancellations, refunds and related VFX Horde service. VFX Horde shall also be responsible for tracking the volume and amount of Qualified Purchases generated by Your site, and for providing information to Crews regarding Qualified Purchases statistics.
8. Policies and Pricing
Referred Users who purchase VFX Horde Gigs through the Crew Network will be deemed to be Our Users. Accordingly, all of Our rules, policies, and operating procedures concerning VFX Horde orders, VFX Horde service, and VFX Horde Gigs sales will apply to those Users.
9. E-mails and Publicity
9.1 You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM"). Any email communication sent will be coordinated in writing with VFX Horde including dates and amounts of emails to be sent. VFX Horde, in its sole discretion, reserves the right to reject each and every electronic mailing suggestion. The content of any e-mail message shall be subject to Section 11 below. Additionally, You may only send e-mails containing a VFX Horde Crew link and or a message regarding VFX Horde or VFX Horde's Crew Program to person(s) who have been previously contacted and whom consented to receipt of e-mails from containing VFX Horde information or information about the VFX Horde Crew program. Failure by You to abide by this section, CAN-SPAM Act of 2003 or our Anti-
Spam Policy, in any manner, will be deemed a material breach of this Agreement by You and foreclose any and all rights you may have to any Points. In addition, if your account has excessive clicks in a very short period of time as determined by VFX Horde in its sole discretion, the Crew relationship may be terminated.
9.2 Compliance with the FTC’s Endorsement Guidelines: In all public postings and advertising materials related to the VFX Horde Sites and/or the Link (including the Sub Crew Link), you will comply with the Federal Trade Point’s Revised Endorsement and Testimonial Guides, which can be found here:
https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf
In this regard, you commit, without derogating from any other guideline, to disclose your relationship with VFX Horde clearly nspicuously on your Crew Site and maintain such disclosure visible near the Link, wherever it is published.
10. Licenses and Use of the VFX Horde Marks.
10.1 Subject to the limitations set forth in Section 2 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable limited license to (i) access the VFX Horde Site through the Links solely in accordance with the terms of this Agreement; and (ii) solely in connection with such Links, to use the VFX Horde Marks (but only in the form(s) that they are provided by Us), for the sole purpose of promoting VFX Horde Gigs and/or VFX Horde Site, and as approved in advance by Us. You may not alter, modify, or change the VFX Horde Marks in any way.
10.2 You agree not to use the VFX Horde Marks in any manner that is disparaging or that otherwise portrays VFX Horde, any hosted member of VFX Horde or any VFX Horde employee or representative in a negative light. We reserve all of Our rights in the VFX Horde Marks and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
10.3 You grant to Us a non-exclusive, royalty free, worldwide license to utilize Your names, titles, and logos, as the same may be amended from time to time (the "Crew Trademarks"), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Crew Trademarks. This license shall terminate upon the expiration or termination of this Agreement.
11. Term and Termination
11.1 The Term of this Agreement will commence upon Our acceptance of Your application to enroll to our Crew Program and acceptance of Your Registration
Form and will end when terminated by either party. Notwithstanding section 4.1.10 above, either You or VFX Horde may terminate this Agreement at any time, with or without cause, upon a 14 days’ prior written notice. You are only eligible to earn Points on Qualified Purchases, Community Registration and Promotional Activity occurring during the Term, and Points earned through the date of termination will remain payable only if the orders for the related VFX Horde Gigs are not cancelled mply with all Terms stipulated in this Agreement. We may withhold Your final payment of Points for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Users are legitimate as determined by VFX Horde in its sole discretion.
11.2 Any Crew who violates either this Agreement or VFX Horde's Terms of Service will immediately forfeit any right to any and all accrued Points and will be removed from the VFX Horde Crew Program.
11.3 VFX Horde reserves the right to remove an Crew from the Crew Program, and to terminate or suspend this Agreement, at any time for any reason, in VFX Horde's sole discretion.
11.4 Without limitation, Crew's participation in the Program, and this Agreement, shall be deemed automatically terminated and all Points forfeited upon Crew's violation of any of the terms of this Agreement, VFX Horde’s Terms of Service or of any applicable law or regulation.
12. Modification
We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. Such modifications shall take effect when posted on Our site. VFX Horde, in its sole discretion, reserves the right to notify You by e-mail and further reserves the right to withhold notification of any changes made to this Agreement.
13. Disclaimers
13.1 VFX Horde makes no express or implied warranties or representations with respect to the Crew Program, the VFX Horde Site or any VFX Horde Gigs sold through the Crew Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, We make no representation that the operation of the VFX Horde Site will be uninterrupted or error free, and We will not be liable for the consequences of any interruptions or errors, including the tracking of information about Referred Users during the period of interruption. YOU USE OUR SITE, THE PROGRAM AND OUR SERVICES AT YOUR SOLE RISK AND AT YOUR OWN FREE WILL. VFX Horde’S CONTENT IS BASED ON USER GENERATED CONTENT AND VFX HORDE MAKES NO REPRESENTATIONS AS TO ANY OF THE INFORMATION FOUND ON THE VFX HORDE SITE. THE Crew PROGRAM AND OUR GIGS, AS WELL AS ALL MATERIALS ON VFX Horde'S SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE VFX Horde SITES AND/OR SERVICES.
13.2 YOU ACKNOWLEDGE THAT VFX HORDE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE PROGRAM, OUR SERVICE OR THE VFX Horde SITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. VFX HORDE MAKES NO WARRANTY AND DISCLAIMS ALL LIABILITY REGARDING THE COMPLETENESS, ACCURACY, CONSISTENCY OR SECURITY OF THE VFX Horde SITE AND THE VFX Horde GIGS. WE ARE NOT RESPONSIBLE OR LIABLE FOR HARM THAT RESULTS FROM YOUR ENROLLMENT TO THE CREW PROGRAM, OR USE OF THE VFX HORDE SITE OR ANY SERVICE PROVIDED THEREIN.
13.3 Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Crew or anyone claiming through the Crew, the Crew assumes the entire cost and liability for such damage or loss.
14. Limitation of Liability
VFX HORDE, ITS SUBSIDIARIES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS WILL NOT, UNDER ANY CIRCUMSTANCE, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE CREW PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, VFX HORDE ITS SUBSIDIARIES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS WILL NOT BE HELD LIABLE FOR ANY LOSSES OF ANY KIND THAT MAY RESULT DUE TO DOWNTIME AND/OR THE AVAILABILITY OF THE VFX Horde SITE OR THE Crew PROGRAM AND/OR ANY OTHER THRID PARTY DOWN TIME.
VFX HORDE’S AGGREGATE TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE CREW PROGRAM WILL NOT EXCEED IN ANY EVENT THE TOTAL POINTS AWARDED TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
15. Relationship of the Parties
You and VFX Horde are independent contractors, 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.
- Representations and Warranties
You hereby undertake, represent and warrant to us as follows:
(i) This Agreement has been duly and validly executed and accepted by You institutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.
(ii) The execution and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.
(iii) You are the sole and exclusive owner of the Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
(vi) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.
(v) There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.
(vi) During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of Our Terms of Service or Acceptable Use Policy.
(vii) You are at least eighteen (18) years of age.
(viii) You are not engaged in any Prohibited Activity.
(ix) Each Referred User and each Qualifying Purchase, Promotional Activity, Community Registration referred or submitted by You to Us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for generating Points as provided in this Agreement.
(x) You shall not use, procure, bid on or otherwise arrange for a sponsored Link which uses or includes any of the VFX Horde Marks.
(xi) You undertake, directly and in any indirect manner, not to register, procure or use any Internet domain name that includes any of the VFX Horde Marks or any variations or names similar to any of the VFX Horde Marks.
16. Indemnification
You hereby agree to indemnify and hold harmless Us and Our subsidiaries and Crews, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Crew Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, (iii) any claim related to Your site, including, without limitation, its development, operation, maintenance ntent therein not attributable to Us or (iv) Crew engaging in any Prohibited Activity.
17. Confidentiality
Each of the parties here agrees that all information including, without limitation, the terms of this Agreement, business and financial information, VFX Horde and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement.
18. Independent Investigation
Your application submission acknowledges that you have read this agreement and agree to be bound by all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit VFX Horde relationships on terms that may differ from those contained in this agreement. We may also solicit VFX Horde relationships with entities that operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the VFX Horde Crew Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
19. Governing Law
The laws of the State of Israel will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Tel Aviv 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 be 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 a provision or any other provision of this Agreement.
I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN CREW UNDER THESE TERMS NDITIONS BY COMPLETING AND SUBMITTING THE CREW PROGRAM SIGNUP FORM.
