LOVEBIRD AFFILIATE PROGRAM
TERMS & CONDITIONS
AFFILIATE PROGRAM AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT BEFORE JOINING OUR PROGRAM.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LOVEBIRD WEDDINGS, LLC (THE “AGREEMENT”) WHICH OWNS AND OPERATES LOVEBIRD.COM (COLLECTIVELY “LOVEBIRD” OR “THE COMPANY”). BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the Lovebird Affiliate Program. The purpose of this Agreement is to allow HTML linking between your content and the Lovebird website located at www.lovebird.com. Please note that throughout this Agreement, "we," "us," and "our" refer to Lovebird, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application on AWIN.com. The fact that we approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your content is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Lovebird" or variations or misspellings thereof in its domain name or sub-domain (i.e. lovebird.website.com)
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Lovebird, Sincere, or any other affiliated business.
2.2. As a member of the Lovebird Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our program’s details and access unique tracking links. In order for us to accurately keep track of all guest visits from your content to ours, you must use the link that we provide for each promotional placement. Affiliates may not use any coupon code, promotion code, coupon, promotion or deal that is not expressly provided to them via the Lovebird Affiliate Account Manager via AWIN. Any sales using such materials will be voided with commissions revoked.
2.3. The Company reserves the right, at any time, to review your placement and approve the use of your links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your content will be your responsibility. We may monitor your content as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property laws, influencer marketing and advertising laws, and other laws that pertain to your site and your promotion of Lovebird. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3. Lovebird Rights and Obligations
3.1. We have the right to monitor your content at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Lovebird Affiliate Program.
3.2. The Company reserves the right to terminate this Agreement and your participation in the Lovebird Affiliate Program immediately and without notice to you should you commit fraud in your use of the Lovebird Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
4. Term and Termination
4.1. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.
4.2. Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Lovebird Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Lovebird Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
The Company uses a third party to handle all of the tracking and payment. The third party is the AWIN.com affiliate network (“AWIN”). Kindly review the network’s payment terms and conditions. You understand and acknowledge that AWIN is the sole source that will be used for tracking customer transactions and determining whether a commission is owed. We will not be obligated to pay commissions on a transaction that is not registered in AWIN.
7. Customer Transactions
7.1 Affiliate Program Limits. You will be eligible to receive commission for each customer who clicks on an affiliate link made available by you and makes a purchase on Lovebird.com within 30 days. We will pay you a commission rate as described in AWIN, provided that you remain eligible to receive commission pursuant to the terms of this Agreement. The start of the customer’s membership is determined by the day their credit card is charged. You will receive commission on the first credit card transaction only. No commission will be paid on subsequent payments.
7.2 Eligibility. To be eligible for commission (i) a customer transaction must have occurred, (ii) a customer must retain their paid membership during the 30-day lock-in period. You are not eligible to receive commission or any other compensation from us based on transactions if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the commission payment has been obtained by fraudulent means, misuse of the affiliate link, in violation of the Affiliate Program Agreement that we make available to you, misuse of AWIN or by any other means that we deem to breach the spirit of the Affiliate Program Agreement. We may discontinue commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
7.3 Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (completed through AWIN); (ii) completed all steps necessary to create your account in AWIN in accordance with our directions, (iii) have a valid and up-to-date payment method in AWIN with such account (iv) completed any and all required tax documentation in order for AWIN to process any payments that may be owed to you.
7.4 Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 7.3(i-iv) remain outstanding for six (6) months immediately following the start of a customer’s membership referred by you, then your right to receive commission for the associated customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 7.3(i-iv), then you will be eligible to receive commission on new membershipss referred by you, as long as these do not involve the same customer associated with a Forfeited Transaction.
7.5 Commission Payment. We or AWIN will determine the currency in which we pay the commission, as well as the applicable conversion rate. We will not pay more than one commission payment or other similar referral fee on any given membership sale (unless we choose to in our discretion).
7.6 Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
7.7 Commission Amounts. We reserve the right to alter or change the commission amount as per AWIN.
8. Access to Affiliate Account Interface
You will create a password so that you may enter AWIN’s secure affiliate account interface. From AWIN’s site you will be able to receive your reports that will describe our calculation of the commissions due to you.
9. Promotion Restrictions
9.1. You are free to promote your own websites, but naturally any promotion that mentions Lovebird could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Lovebird. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Lovebird so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Lovebird so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from LOVEBIRD and SINCERE. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Lovebird Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
9.2. Affiliates are prohibited to bid on (a) branded/trademarked terms; (b) derivatives of branded/trademarked terms; (c) broad-match based on branded/trademarked terms. Affiliates are also not allowed to use the brand names LOVEBIRD or SINCERE in (a) display URL; (b) title and ad copy. You may bid on the branded/trademarked terms of competitors, as well as link to Lovebird from a Paid Search Ad. We reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
9.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Lovebird’s service).
9.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Lovebird’s site (i.e., no page from our site or any Lovebird content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo, and similar search or directory engines); (c) set commission tracking cookies through loading of Lovebird site in IFrames, hidden links and automatic pop ups that open the Lovebird site; (d) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
10. Grant of Licenses
10.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through tracking links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Lovebird Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Lovebird and the good will associated therewith will inure to the sole benefit of Lovebird.
10.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
11. Disclaimer
THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING LOVEBIRD SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF LOVEBIRD ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
12. Representations and Warranties
You represent and warrant that:
12.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
13. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COMPANY CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
14. Indemnification
You hereby agree to indemnify and hold harmless Lovebird Weddings, LLC and its subsidiaries and affiliates, 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 affiliate 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, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
15. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential,", or reasonably understood to be confidential or proprietary based on the nature of the information, will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
16. Miscellaneous
16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Lovebird Weddings, LLC. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
16.2. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
16.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Massachusetts without regard to the conflicts of laws and principles thereof.
16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
16.5. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.
16.6. The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
16.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
