Affiliate Program Agreement
This Affiliate Program Agreement (the “Agreement”) is between you and Seller and sets forth
the terms and conditions for your participation in the Seller’s affiliate program (the “Affiliate
Program”). The Affiliate Program shall be facilitated, at least in part, via a third-party platform
company, Awin. The Awin platform shall be referred to as the “Awin
Platform” herein. In this Agreement, “you” or “your” means the individual or business applying
via the Awin Platform to participate in Seller’s Affiliate Program. In this Agreement, the term
“Seller” means the provider (and any of its affiliates) of the Affiliate Program to which you are
applying to be a participant.
THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT NEITHER AWIN NOR
ANY OF ITS AFFILIATES IS A PARTY TO THIS AGREEMENT.
To apply for and to participate in the Affiliate Program, you must accept this Agreement. By
clicking to indicate your acceptance when prompted on the Awin Platform, you agree to the
terms of this Agreement.
1. Eligibility and Enrollment
To be eligible to participate in the Affiliate Program, you must have and maintain in good
standing an account on the Awin Platform. You must ensure that the information in
your account and in any application you submit to Seller, including your email address, is
at all times accurate and up-to-date. Seller may send notifications, approvals, and other
communications relating to the Affiliate Program and the Agreement to the email address
then-currently associated with your Awin Platform account. You will be deemed to
have received all notifications sent to that email address.
To enroll in the Affiliate Program, you must submit an application and be approved by
Seller. Seller reserves the right to accept or reject your application in its sole discretion. If
Seller rejects your application, this Agreement will terminate automatically.
2. Affiliate Links
Once you are enrolled in the Affiliate Program, you will be issued one or more unique
affiliate links or URL parameters via the Awin Platform, which will facilitate tracking
of your affiliate referrals, as detailed in the Awin Terms of Service. It is your
responsibility to ensure that you properly format your affiliate links. Affiliate
Commissions shall only be paid on sales that are made when the purchaser clicks through
properly formatted affiliate links.
3. Commissions
You will receive affiliate commission (“Affiliate Commissions”) from sales completed
through your provided affiliate link(s) in such amounts to be determined in reference to
Seller’s applicable commission rate schedule then in effect. In addition to all other
requirements set forth herein, to be eligible for Affiliate Commissions, a sale must be
completed on Amazon.com and recorded by Awin. In the event of any refund,
chargeback, or similar event that results in a sale being rescinded (each, a “Rescinded
Transaction”), you shall not be entitled to any Affiliate Commissions for such Rescinded
Transaction.
4. Payment
Seller shall pay Affiliate Commissions to you using the payment process enabled by the
Awin Platform. In order to receive payment of Affiliate Commissions, you must have:
(a) agreed to the terms of this Agreement (including by clicking to agree if the option is
made available to you on the Awin Platform); (b) completed all steps necessary to
create your account on the Awin Platform; (c) have valid and up-to-date payment
information in your account on the Awin Platform; and (d) completed any and all
required documentation in order for the Awin Platform or third-party payment
processors Awin may contract with in order to process any payments that may be owed
to you.
5. Brand Usage and Proprietary Rights
You may only use Seller’s trademarks, service marks, logos, and other brand designations
in accordance with Seller’s guidelines as published or otherwise made available to you
from time to time, whether verbally or in writing. None of your promotional activities
may infringe on Seller’s proprietary rights or a third party’s proprietary rights.
6. Qualifying Sites
Seller reserves the right to refuse you entry into the Affiliate Program based on site
content. Sites that do not qualify for the Affiliate Program include sites which: promote
sexually explicit materials; promote violence; promote discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or age; promote illegal activities;
infringe or otherwise violate any copyright, trademark, or other intellectual property
rights of Seller. Seller reserves the right to void any Affiliate Commissions earned from
any promotional activities conducted on sites that violate this Section 6.
7. Prohibited Uses of Links
You must promote Seller in a way that is not misleading and such that your affiliate
link(s) enable visitors who use the link to engage in bona fide transactions with Seller via
the link. You shall not use your affiliate links to cause, whether directly or indirectly, any
transactions to be made that are not in good faith, including, but limited to, using any
device, program, robot, Iframes, or hidden frames.
8. Promotional Methods
You represent and warrant that you will not engage in and/or facilitate spamming, link
farming, indiscriminate advertising or unsolicited commercial email or otherwise fail to
comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor
legislation), and/or any other laws and/or regulations that govern email marketing and/or
communications. You represent and warrant that you will not engage in pop-up or popunder
advertising using any means involving third party properties and/or services
(including software). Pop up/unders are acceptable on a first party basis only when
triggered by our site content/site visit or by downloadable software applications for which
you are the owner/operator. Software may not be used to force clicks, perform redirects
without an affirmative click by a user, or pop over pay-per-click listings or natural search
results.
Additionally, you agree to comply promptly with all opt-out, unsubscribe, “do not call”
and “do not send” requests. For the duration of this Agreement, you will establish and
maintain systems and procedures appropriate to effectuate all opt-out, unsubscribe, “do
not call” and “do not send” requests.
9. Modification
Seller may modify the terms of or replace this Agreement. If Seller does so, it will
provide advance written electronic notice to you. The effective date of any such change
will be the date specified by Seller. If you do not agree to the new terms, you may choose
to terminate the Agreement as provided herein. You acknowledge and understand that
your continued participation in the Affiliate Program following the effective date of such
new terms will constitute your acceptance of the new terms.
10. Relationship of the Parties
The parties to this Agreement 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 have no authority to make or accept
any offers or representation on Seller’s behalf, or to otherwise act on Seller’s behalf,
except as otherwise permitted in this Agreement.
11. Term and Termination
The term of this Agreement will begin when you accept the Agreement and will end
when terminated by either party in accordance with its terms or as otherwise provided
herein. Either party may terminate this Agreement at any time, with or without cause.
12. Effect of Expiration or Termination
Upon expiration or termination of this Agreement, all licenses granted hereunder shall
immediately terminate and you will immediately remove all links to Seller’s website
from your websites and/or social media profiles, and cease use of all Seller trademarks,
service marks, logos, other brand designations, and all other materials provided in
connection with the Affiliate Program.
Except as otherwise set forth herein or as otherwise agreed to by the parties, you are not
eligible to receive Affiliate Commissions after expiration or termination of this
Agreement; provided, however, that any Affiliate Commissions earned prior to the
expiration or termination of this Agreement shall be paid to you notwithstanding the
subsequent expiration or termination of this Agreement.
13. Disclaimer
Seller makes no express or implied warranties or representations with respect to the
Affiliate Program or your potential to earn income from the Affiliate Program.
14. Limitation of Liability
IN NO EVENT WILL EITHER PARTY WILL BE LIABLE TO THE OTHER FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR
PUNITIVE DAMAGES, OR LOST PROFITS, LOSS OF USE, OR LOSS OF DATA,
WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
15. Assignment
You shall not assign any rights or delegate or subcontract any obligations under this
Agreement without Seller’s prior written consent. Seller may freely assign its rights and
obligations under this Agreement at any time.
16. Entire Agreement
This Agreement, together with any other documents incorporated herein by reference,
and any related Seller schedules or guidelines, constitutes the sole and entire agreement
of the parties to this Agreement with respect to the subject matter contained herein.
17. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term
or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction.
