Affiliate Marketing Agreement
Effective
Date: April 2, 2021
Primary
Website: anxietycosmetics.com
THE AGREEMENT: This Affiliate Agreement (hereinafter called the
"Agreement") is provided by the following organization, hereinafter
referred to as "Company": Anxiety Cosmetics Our primary website is
located at the address listed above. The Agreement is a legal document between you
and the Company that describes the affiliate relationship we are entering into.
This Agreement covers your responsibilities as an affiliate and our
responsibilities to you. Please ensure you read and understand the entirety of
this document, as well as have a lawyer's assistance if you desire, because
each of the terms of this Agreement are important to our working relationship.
1) DEFINITIONS
The parties referred to in
this Agreement shall be defined as follows:
a) Company, Us, We: As we
describe above, we'll be referred to as the Company. Us, we, our, ours and
other first-person pronouns will also refer to the Company, as well as all
employees or legal agents of the Company.
b) You, the Affiliate: You
will be referred to as the "Affiliate." You'll also be referred to
throughout this Agreement with second-person pronouns such as You, Your, or
Yours.
c) Parties: Collectively, the
parties to this Agreement (the Company and You) will be referred to as
"Parties" or individually as "Party."
d) Affiliate Program: The
program we've set up for our affiliates as described in this Agreement.
e) Affiliate Application: The
fully completed form which must be provided to us for consideration of your
inclusion in the Affiliate Program.
f) Website: The primary
website we've noted above will be referred to as Website.
2) ASSENT & ACCEPTANCE
By submitting an application
to our Affiliate Program, you warrant that you have read and reviewed this
Agreement and that you agree to be bound by it. If you do not agree to be bound
by this Agreement, please leave the website immediately and do not submit an
application to our Affiliate Program. This Agreement specifically incorporates
by reference any Terms of Conditions, Privacy Policies, End-User License
Agreements, or other legal documents which we may have on our website.
3) AGE RESTRICTION
You must be at least 21 (twenty-one)
years of age to join our Affiliate Program or use this Website. By submitting
an application to our Affiliate Program, you represent and warrant that you are
at least 21 years of age and may legally agree to this Agreement. The Company
assumes no responsibility or liability for any misrepresentation of your age.
4) PROGRAM SIGN-UP
In order to sign up for our
Affiliate Program, you will first be asked to submit an Affiliate Application
to join. The Affiliate Application may be found at the following website:
________.
Submitting an Affiliate
Application does not guarantee inclusion in the Affiliate Program. We evaluate
each and every application and are the sole and exclusive decision-makers on
Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate
Program, we will attempt to notify you in a reasonable manner. If you do not
hear from us within a reasonable time frame, please consider your application
rejected. We are not obligated to provide you any explanation for your
rejection, but please be advised we may reject applicants for any reason or
manner, including but not limited to a website or social media page which
violates our Acceptable Use Policy.
If your Affiliate Application
is rejected, you may not reapply. If your Affiliate Application is accepted,
each of the terms and conditions in this Agreement applies to your
participation. We may also ask for additional information to complete your
Affiliate Application or for you to undertake additional steps to ensure
eligibility in the Affiliate Program.
5) NON-EXCLUSIVITY
This Agreement does not create
an exclusive relationship between you and us. You are free to work with similar
affiliate program providers in any category. This agreement imposes no
restrictions on us to work with any individual or company we may choose.
6) AFFILIATE PROGRAM
After your acceptance in the
Affiliate Program, you must ensure your account is set up thoroughly, including
specific payout information and location (such as a bank or online account
which we may use to post payment).
Please be advised the
below is a general description of the Affiliate Program. Everything contained
in this subsection is subject to the specific terms and conditions throughout
the rest of this Agreement.
We will provide you with a
specific link or links which correspond to certain products we are offering for
sale (collectively, the "Link"). The Link will be keyed to your identity
and will send online users to the Company's website or websites. You hereby
agree to fully cooperate with us regarding the Link and that you will
explicitly comply with all of the terms of this Agreement for the promotion of
the Link at all times. We may modify the specific link or links and will notify
you if we do so. You agree to only use links which are prior approved by us and
to display the Link prominently on your website or social media page, as
described in your Affiliate Application (collectively, the "Affiliate
Site").
Each time a user purchases
a product of the Company through the Link posted on the Affiliate Site and we
determine it is a Qualified Purchase, as described below, you will be eligible
to receive the following specific amount: 10% Commission
7) SPECIFIC TERMS APPLICABLE
We will determine whether
payout is permissible in our sole and exclusive discretion. We reserve the
right to reject clicks and/or sales that do not comply with the terms of this
Agreement.
Processing and fulfillment of
orders will be our responsibility. We will also provide real-time data
regarding your account with us through the portal on which you log into the
website.
As described above, in order
to be eligible for payout, user clicks must be "Qualified Purchases."
Qualified Purchases:
a) Are purchases arriving to
our website or websites through properly formatted links on the Affiliate Site;
b) Are purchases arriving to
our website or websites through the Affiliate's specifically approved sites
only (no other websites or social media pages);
c) Are purchases arriving to
our website which relate to one specific user; and
8) PAYOUT INFORMATION
Payouts will only be available
when the Company has your current address information as well as accounting and
tax documentation. You will be asked to submit a W8/W9 tax form. Accounting
information may include the routing and account number of a bank where you wish
to post a direct deposit or may include an email address for an online method of
payment.
Currently, the Company employs
the following methods of payout: Paypal or Otherwise Changed
For any changes in your
address or accounting information, you must notify us immediately and we will
endeavor to make the changes to your payout information as soon as possible.
Payouts will be available the
month or period after they accrue. For example, if payouts are made every 15
days, an entire 15 day period must finish for the payout of that period to be
available in the following period.
We explicitly reserve the right
to change payout information in our sole and exclusive discretion. If we do so,
you will be notified.
Payouts are also subject to
the following restriction:
a) Payouts are only available
when a threshold of the following amount is met: $25.00
For any disputes as to payout,
the Company must be notified within thirty days of your receipt of the payout.
We will review each dispute notification as well as the underlying payout
transaction to which it is related. Disputes filed after thirty days of payout
will not be addressed.
9) REPORTS
You may log into your account
with us to review reports related to your affiliation, such as payout reports
and Qualified Click and/or Purchase information. Please be advised however,
that not all listed qualifying clicks and/or purchases have been fully reviewed
for accuracy in the reports viewable by you in real-time and therefore may be
subject to change prior to payout.
10) TERM, TERMINATION & SUSPENSION
The term of this Agreement
will begin when we accept you into the Affiliate Program. It can be terminated
by either Party at any time with or without cause.
You may only earn payouts as
long as you are an Affiliate in good standing during the term. If you terminate
this Agreement with us, you will qualify to receive payouts earned prior to the
date of termination.
If you fail to follow the
terms of this Agreement or any other legal terms we have posted anywhere on our
website or websites, you forfeit all rights, including the right to any
unclaimed payout.
We specifically reserve the
right to terminate this Agreement if you violate any of the terms outlined
herein, including, but not limited to, violating the intellectual property
rights of the Company or a third party, failing to comply with applicable laws
or other legal obligations, and/or publishing or distributing illegal material.
At the termination of this
Agreement, any provisions that would be expected to survive termination by
their nature shall remain in full force and effect.
11) INTELLECTUAL PROPERTY
You agree that the
intellectual property owned by the Company includes all copyrights, trademarks,
trade secrets, patents, and other intellectual property belonging to the
Company ("Company IP").
Subject to the limitations
listed below, we hereby grant you a non-exclusive, non-transferable, revocable
license to access our websites in conjunction with the Affiliate Program and
use the Company IP solely and exclusively in conjunction with identifying our
company and brand on the Affiliate Site to send customers to the Affiliate
links we provide. You may not modify the Company IP in any way and you are only
permitted to use the Company IP if you are an Affiliate in good standing with
us.
We may revoke this license at
any time and if we find that you are using the Company IP in any manner not
contemplated by this Agreement, we reserve the right to terminate this
Agreement.
Other than as provided herein,
you are not permitted to use any of the Company IP or any confusingly similar
variation of the Company IP without our express prior written permission. This
includes a restriction on using the Company IP in any domain or website name,
in any keywords or advertising, in any metatags or code, or in any way that is
likely to cause consumer confusion.
Please be advised that your
unauthorized use of any Company IP shall constitute unlawful infringement and
we reserve all of our rights, including the right to pursue an infringement
suit against you in federal court. You may be obligated to pay monetary damages
or legal fees and costs.
You hereby provide us a
non-exclusive license to use your name, trademarks and servicemarks if
applicable and other business intellectual property to advertise our Affiliate
Program.
12) MODIFICATION & VARIATION
The Company may, from time to
time and at any time, modify this Agreement. You agree that the Company has the
right to modify this Agreement or revise anything contained herein. You further
agree that all modifications to this Agreement are in full force and effect
immediately upon posting on the Website and that modifications or variations
will replace any prior version of this Agreement, unless prior versions are
specifically referred to or incorporated into the latest modification or
variation of this Agreement. If we update or replace the terms of this
Agreement, we will let you know via electronic means, which may include an
email. If you don't agree to the update or replacement, you can choose to
terminate this Agreement as described below.
a) To the extent any part or
subpart of this Agreement is held ineffective or invalid by any court of law,
you agree that the prior, effective version of this Agreement shall be
considered enforceable and valid to the fullest extent.
b) You agree to routinely
monitor this Agreement and refer to the Effective Date posted at the top of
this Agreement to note modifications or variations. You further agree to clear
your cache when doing so to avoid accessing a prior version of this Agreement.
13) RELATIONSHIP OF THE PARTIES
Nothing contained within this
Agreement shall be construed to form any partnership, joint venture, agency,
franchise, or employment relationship. You are an independent contractor of the
Company and will remain so at all times.
14) ACCEPTABLE USE
You agree not to use the
Affiliate Program or our Company for any unlawful purpose or any purpose
prohibited under this clause. You agree not to use the Affiliate Program in any
way that could damage our websites, products, services, or the general business
of the Company.
a) You further agree not to
use the Affiliate Program:
I) To harass, abuse, or
threaten others or otherwise violate any person's legal rights;
II) To violate any
intellectual property rights of the Company or any third party;
III) To upload or otherwise
disseminate any computer viruses or other software that may damage the property
of another;
IV) To perpetrate any fraud;
V) To engage in or create any
unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute
any obscene or defamatory material;
VII) To publish or distribute
any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather
information about others.
15) AFFILIATE OBLIGATIONS & FTC COMPLIANCE
You are responsible for ensuring
operation and maintenance of the Affiliate Site, including technical
operations, written claims, links, and accuracy of materials. You must ensure,
as noted above, that the Affiliate Site does not infringe upon the intellectual
property rights of any third party or otherwise violate any legal rights.
We may monitor your account,
as well as clicks and/or purchases coming through your account. If we determine
you are not in compliance with any of the terms of this Agreement, we have the
right to immediately terminate your participation in the Affiliate Program.
We require all of our
Affiliates to comply with all applicable statutes, regulations, and guidelines
set by the federal government, through the Federal Trade Commission, as well as
state and local governments as mandated. The Federal Trade Commission requires
that affiliate relationships, such as the relationship between you and the
Company, be disclosed to consumers.
We recommend that you seek
independent legal counsel to advise you of our obligations to disclose in this
manner.
You are required to post a
conspicuous notice on your website regarding the Affiliate Program. The notice
does not have to contain the precise words as the example given below, but
should be similar:
We engage in affiliate
marketing whereby we receive funds through clicks to our affiliate program
through this website or we receive funds through the sale of goods or services
on or through this website. We may also accept advertising and sponsorships
from commercial businesses or receive other forms of advertising compensation.
This disclosure is intended to comply with the US Federal Trade Commission
Rules on marketing and advertising, as well as any other legal requirements
which may apply.
We also require you to comply
with any and all applicable data privacy and security laws and regulations,
including all of those which may impact your country of residence or your
visitors. Such regulations include, but are not limited to, any applicable laws
in the United States or the General Data Protection Regulation of the European
Union. We also require that you implement adequate organizational and technical
measures to ensure an appropriate level of security for the data that you
process. Further, you hereby agree to comply with any requests which we may
make to you regarding compliance with the General Data Protection Regulation or
requests which you may receive from data subjects.
If we find you are not in
compliance with any of the requirements of this subpart, we may terminate our
relationship with you at our sole and exclusive discretion.
16) REVERSE ENGINEERING & SECURITY
You agree not to undertake any
of the following actions:
a) Reverse engineer, or
attempt to reverse engineer or disassemble any code or software from or on any
of our websites or services;
b) Violate the security of any
of our websites or services through any unauthorized access, circumvention of
encryption or other security tools, data mining or interference to any host,
user or network.
17) DATA LOSS
The Company does not accept
responsibility for the security of your account or content. You agree that your
participation in the Affiliate Program is at your own risk.
18) INDEMNIFICATION
You agree to defend and
indemnify the Company and any of its agents (if applicable) and hold us
harmless against any and all legal claims and demands, including reasonable
attorney's fees, which may arise from or relate to your use or misuse of the
Affiliate Program, your breach of this Agreement, or your conduct or actions. You
agree that the Company shall be able to select its own legal counsel and may
participate in its own defense, if the Company wishes.
19) SPAM POLICY
You are strictly prohibited
from using the Affiliate Program for illegal spam activities, including
gathering email addresses and personal information from others or sending any
mass commercial emails.
20) ENTIRE AGREEMENT
This Agreement constitutes the
entire understanding between the Parties with respect to the Affiliate Program.
This Agreement supersedes and replaces all prior or contemporaneous agreements
or understandings, written or oral.
21) SERVICE INTERRUPTIONS
The Company may need to
interrupt your access to the Affiliate Program to perform maintenance or
emergency services on a scheduled or unscheduled basis. You agree that your
access may be affected by unanticipated or unscheduled downtime, for any
reason, but that the Company shall have no liability for any damage or loss
caused as a result of such downtime.
22) NO WARRANTIES
You agree that your use of the
Affiliate Program is at your sole and exclusive risk and that any services
provided by us are on an "As Is" basis. The Company hereby expressly
disclaims any and all express or implied warranties of any kind, including, but
not limited to the implied warranty of fitness for a particular purpose and the
implied warranty of merchantability. The Company makes no warranties that the
Affiliate Program will meet your needs or that it will be uninterrupted,
error-free, or secure. The Company also makes no warranties as to the
reliability or accuracy of any information. You agree that any damage that may
occur to you, through your computer system, or as a result of loss of your data
from your use of the Affiliate Program is your sole responsibility and that the
Company is not liable for any such damage or loss.
23) LIMITATION ON LIABILITY
The Company is not liable for
any damages that may occur to you as a result of your participation in the
Affiliate Program, to the fullest extent permitted by law. The maximum
liability of the Company arising from or relating to this Agreement is limited
to one hundred ($100) US Dollars. This section applies to any and all claims by
you, including, but not limited to, lost profits or revenues, consequential or
punitive damages, negligence, strict liability, fraud, or torts of any kind.
24) GENERAL PROVISIONS:
A) LANGUAGE: All
communications made or notices given pursuant to this Agreement shall be in the
English language.
B) JURISDICTION, VENUE &
CHOICE OF LAW: Through your participation in the Affiliate Program, you agree
that Alabama shall govern any matter or dispute relating to or arising out of
this Agreement, as well as any dispute of any kind that may arise between you
and the Company, with the exception of its conflict of law provisions. In case
any litigation specifically permitted under this Agreement is initiated, the
Parties agree to submit to the personal jurisdiction of the state and federal
courts of the following county: ________, Alabama. The Parties agree that this
choice of law, venue, and jurisdiction provision is not permissive, but rather
mandatory in nature. You hereby waive the right to any objection of venue,
including assertion of the doctrine of forum non conveniens or similar
doctrine.
C) ARBITRATION: In case of a
dispute between the Parties relating to or arising out of this Agreement, the
Parties shall first attempt to resolve the dispute personally and in good
faith. If these personal resolution attempts fail, the Parties shall then
submit the dispute to binding arbitration. The arbitration shall be conducted
in the following county: ________. The arbitration shall be conducted by a
single arbitrator, and such arbitrator shall have no authority to add Parties,
vary the provisions of this Agreement, award punitive damages, or certify a
class. The arbitrator shall be bound by applicable and governing Federal law as
well as the law of Alabama. Each Party shall pay their own costs and fees.
Claims necessitating arbitration under this section include, but are not
limited to: contract claims, tort claims, claims based on Federal and state
law, and claims based on local laws, ordinances, statutes or regulations.
Intellectual property claims by the Company will not be subject to arbitration
and may, as an exception to this subpart, be litigated. The Parties, in
agreement with this subpart of this Agreement, waive any rights they may have
to a jury trial in regard to arbitral claims.
D) ASSIGNMENT: This Agreement,
or the rights granted hereunder, may not be assigned, sold, leased or otherwise
transferred in whole or part by you. Should this Agreement, or the rights
granted hereunder, by assigned, sold, leased or otherwise transferred by the
Company, the rights and liabilities of the Company will bind and inure to any
assignees, administrators, successors, and executors.
E) SEVERABILITY: If any part
or subpart of this Agreement is held invalid or unenforceable by a court of law
or competent arbitrator, the remaining parts and subparts will be enforced to
the maximum extent possible. In such condition, the remainder of this Agreement
shall continue in full force.
F) NO WAIVER: In the event
that we fail to enforce any provision of this Agreement, this shall not
constitute a waiver of any future enforcement of that provision or of any other
provision. Waiver of any part or subpart of this Agreement will not constitute
a waiver of any other part or subpart.
G) HEADINGS FOR CONVENIENCE
ONLY: Headings of parts and subparts under this Agreement are for convenience
and organization, only. Headings shall not affect the meaning of any provisions
of this Agreement.
H) FORCE MAJEURE: The Company
is not liable for any failure to perform due to causes beyond its reasonable
control including, but not limited to, acts of God, acts of civil authorities,
acts of military authorities, riots, embargoes, acts of nature and natural
disasters, and other acts which may be due to unforeseen circumstances.
I) ELECTRONIC COMMUNICATIONS
PERMITTED: Electronic communications are permitted to both Parties under this
Agreement, including email or fax. For any questions or concerns, please email
us at the following address: info@anxietycosmetics.com