Payout and Accounting Terms

1.1 Identity. IndieClix is an Service owned and operated by Magic Rock Inc. ("Magic Rock"). All references, below, to IndieClix, simultaneously refer to Magic Rock.

1.2 Process for Payout to Affiliate. Subject to the terms and conditions of any particular Agreement between an Affiliate and Magic Rock, IndieClix processes payout on a monthly basis. Payout periods run through and until 11:59:59 p.m. Pacific Standard Time on the last day of each month. For Affiliate accounts with a payout greater than $50 (USD), the account qualifies for payout processing for that period, in which case, IndieClix will either generate a payment or hold the monies in Affiliate account based upon Affiliate´s payment request preference as set, on the IndieClix website. Additional payout procedures are as follows:

1.2.1 Affiliate has the option to request payments to be processed either automatically or manually. Automatic process means that if Affiliate´s account contains more than $50 USD in accrued payouts, it will be processed by IndieClix at the end of each payout period. Manual process means that even if the Affiliate´s account has more than $50 USD in accrued payouts, IndieClix will not process a payment unless and until Affiliate requests IndieClix do so.

1.2.2 Affiliate selects the payment format for payout. The two payment formats are (i) electronic deposit through an online money-transfer service, like Paypal or (ii) written check that is sent by United States Mail, or other reliable delivery service. Prior to payment, IndieClix shall deduct any expenses, taxes or other amounts that IndieClix may be required to withhold. No interest will be paid on any such amount withheld by IndieClix.

1.3 Payout Amounts. Payouts to Affiliates occur based on the following considerations. If, under the terms of any given Merchant Program, payouts are calculated upon purchases, then the payout amount is the price of the item(s) sold, less all taxes, shipping and handling charges, gift wrapping and other value-added service charges. In calculating payout, IndieClix only recognizes the terms located in this Agreement and the written terms located on any given Merchant´s website regarding any particular Program. Oral representations among and between Merchant, Affiliate, Magic Rock, and/or IndieClix are not binding on the Parties. Other payout terms are as follows:

1.3.1 For Affiliate accounts with under $50 (USD), affiliates may request a payout to be processed, subjected to a manual processing fee. For Affiliates requesting payouts under $50 USD using check by mail, an additional mailing and processing fee may apply.

1.3.2 If a payout payment is made based upon sale of an item later returned by the customer, or if a chargeback is successfully initiated against the Merchant, the applicable payout will be deducted from the next applicable payment to Affiliate. If any portion of such payout cannot be recovered through a deduction from Affiliate account of accrued payout, IndieClix may invoice Affiliate for such amount. In that case Affiliate shall pay the amount due within 30 days after the mailing of such invoice.

1.4 Timing of Payout. Under no circumstance shall IndieClix have an obligation to pay Affiliate on any particular transaction unless and until that particular order is received by Merchant, shipped by the appropriate party, and Merchant receives full payment for such order. Only when all three of these conditions obtain, shall Affiliate have a right to payment qualified by the timing and the procedures set out in this Agreement.

1.5 Reporting Terms. Reports summarizing qualifying payout activity will be available to Affiliate at the IndieClix website. Without notice, IndieClix may change the report format from time to time at IndieClix´s sole discretion. Other reporting terms are as follows:

1.5.1 Due factors beyond IndieClix´s control (factors inherent in personal computer systems, software applications, the Internet, and the complexity of the world-wide-web) IndieClix cannot guarantee perfect accuracy of these reports. For example, IndieClix cannot credit Affiliate for sales originating from customers with browsers that have disabled their cookies.

1.5.2 Even in the event that it is determined that the IndieClix reports are inaccurate, IndieClix shall not be in breach of this Agreement, as long as it is also determined that IndieClix endeavored to generate reasonably accurate reports given the imperfect data available to IndieClix in the normal and lawful course of collecting data from End Users.

1.5.3 Affiliate shall not disclose information contained in these reports to any third party without court order. Said information is considered part of IndieClix trade secret and as such, is confidential. Affiliate shall endeavor to maintain IndieClix trade secrets.

1.6 Account Transfer Prohibited. While, at Affiliate´s request, the name on the account may change, the ownership of the account cannot be transferred to another party. Thus the Affiliate is prohibited from changing or seeking to change the tax identification or social security number associated with its account. New third parties may, however, set up their own accounts.

1.7 Dormant Accounts. Accounts without earnings for longer than 90 consecutive days are considered dormant regardless of whether the account contains funds or not. Dormant accounts are subject to a charge of $1 per pay period after 90 days of inactivity, $5 per pay period after 180 days of inactivity, and $15 per pay period after 365 days of inactivity.

1.8 Lost Checks. In the event that Affiliate´s payout check is lost in delivery, Affiliate may request that IndieClix cancel the old check and reissue a new check. In that case IndieClix shall pass on the bank´s check cancellation fee of $20 to the Affiliate.

1.9 Tax Reporting and Payments. It is Affiliate´s sole responsibility to accurately report and pay any outstanding taxes owed to the legitimate taxing authority. IndieClix´s obligations to Affiliate are circumscribed and therefore limited to those obligations set out in tax law. IndieClix shall have no fiduciary duty to Affiliate or other obligation to aid Affiliate in the reporting or payment of taxes and in no event shall be liable for any damages suffered by Affiliate for Affiliate´s intentional or negligent failure to report tax liability or failure to pay taxes to the proper authority.

1.10 Account Closure. At the time of Agreement termination or Affiliate account closure, any closing balance under $10 shall be forfeited by Affiliate. If the amount is greater than $10, a payment shall be made to Affiliate per the preferences set on the account. IndieClix may withhold payment for a reasonable period of time to ensure that the correct amount is to be paid after making any adjustments that may be required, including, but not limited to, adjustments for returns.