AFFILIATE PARTICIPATION AGREEMENT
This Affiliate Participation Agreement contains the terms and conditions that apply to your participation as a member of the affiliate program (the "Affiliate Program") for Chesmint Limited (Liven App Affiliate), ("we," "us," or "Merchant"). This Affiliate Program is administered through the AWIN Network. In this Agreement you are sometimes referred to as "you," "your," or "Affiliate."
THIS IS A LEGALLY BINDING AGREEMENT. BY JOINING THIS AFFILIATE PROGRAM AND RECEIVING AND USING LINKS TO THE MERCHANT WEBSITE, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS SET FORTH HEREIN, DO NOT JOIN THIS AFFILIATE PROGRAM.
1. Enrollment; Eligibility
In order to participate in this Affiliate Program, you must complete a participant application accessible through the AWIN Network. You will be notified if your application has been accepted or rejected. We reserve the right to reject any application in our sole discretion. If rejected, you may reapply at any time. IF YOU HAVE NOT BEEN APPROVED AS AN AFFILIATE, YOU ARE NOT ELIGIBLE TO EARN ANY COMPENSATION ON ACCOUNT OF REFERRED SALES.
Only websites with general or United States-based domain extensions (e.g., .com, .net, .org, .us, etc.) that primarily serve a United States-based audience are eligible. You must be at least 18 years of age or, if older, the age required to lawfully enter into a contract in your state of residence. By applying, you represent and warrant that:
(i) all information provided is true, complete, and accurate;
(ii) you have the necessary rights and authority to enter into this Agreement;
(iii) this Agreement is binding and enforceable against you; and
(iv) your participation does not conflict with or breach any other agreements to which you are bound.
2. Suitability of Affiliate Websites
(a) Your websites and other promotional platforms are unsuitable, and you may not participate in the Affiliate Program , if they violate any of the following restrictions. You represent and agree that none of your participating websites, content, or technology will violate these restrictions during your participation. If we believe a violation has occurred, we may terminate this Agreement and your participation without notice.
Your participating websites may not:
(i) infringe on intellectual property, publicity, or privacy rights;
(ii) fail to state a clear online privacy policy;
(iii) require login credentials without prior written consent;
(iv) violate any laws,rules, or regulations;
(v) contain threatening, harassing, defamatory, obscene, or sexually explicit content;
(vi) contain harmful software such as viruses or spyware;
(vii) contain fraudulent, misleading, or pyramid scheme content;
(viii) promote violence or illegal/immoral activity;
(ix) promote discrimination based on protected categories;
(x) use or promote bulk email or spam;
(xi) contain technology to intercept, divert, or redirect traffic;
(xii) gather information through users’ Internet connections without consent;
(xiii) install or cause spyware/opt-out downloads;
(xiv) obscure paid advertising or serve unauthorized ads on Merchant or competitor sites;
(xv) promote LIVEN products in association with gambling, alcohol, tobacco, adult content, or weapons;(xvi) make weight loss or health-related claims without evidence and our prior written approval.
(b) You may not:
- engineer websites to divert traffic from the Merchant;
- modify the Merchant website;
- frame or misrepresent the Merchant site;
- scrape or spider Merchant content;
- engage in cookie stuffing or include pop-ups, pop-unders, or any false or misleading links on your website. You will not attempt to mask the referring URL information.
- use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain;
- alter any of the creative materials provided through the AWIN interface unless explicitly permitted.
(c) You may not purchase products through Qualified Links for resale or commercial use.
(d) You must ensure that all promotional materials and platforms used align with the values and public image of the Merchant (health, wellness, and positivity). Association of the Merchant’s brand with content deemed inappropriate, controversial, or damaging to the Merchant’s reputation, as determined in Merchant’s sole discretion, is strictly forbidden and grounds for immediate termination.
(e) Promoting the Merchant through a sub-affiliate network is permitted only upon prior written approval. If approved, you agree to be completely transparent regarding the origin of traffic. You warrant that all sub-affiliates will adhere to these Terms. You are solely liable for any breach of this Agreement by your sub-affiliates. Merchant reserves the right to withhold commissions for traffic from unapproved or non-compliant sub-affiliates.
(f) We reserve the right to monitor your websites and all promotional activities at any time and require unrestricted access for compliance purposes. We may request the removal of any content related to LIVEN, and if it is not removed within 7 days, you may be required to reimburse LIVEN for any associated costs.
3. Right to Use Merchant Content
(a) Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable right to:
(i) access the Merchant Website solely through Qualified Links provided by us/AWIN, and
(ii) use and display Merchant Content provided to you through AWIN, solely to generate sales of Merchant products from approved websites.
(b) A "Qualifying Link" means a link from your website to ours using AWIN-provided URLs/graphics that track referrals. Only AWIN-generated links will be tracked. You are not granted any rights to Merchant trademarks, service marks, logos, or other materials beyond those explicitly provided.
(c) Upon termination, you must immediately stop using and remove all Merchant Content.
4. Special Offers
(a) From time to time, we may post Special Offers on AWIN that provide specified referral fees on certain products. These terms will govern unless the Special Offer terms are inconsistent with this Agreement, in which case the Special Offer terms control.
(b) Advance notice of promotions, sales, and events is confidential until publicized. You may receive such notice to prepare content, but disclosure prior to the specified date is prohibited.
5. Merchant Content Usage Restrictions
If you fail to comply with this section, you may forfeit commissions.
(a) You may not copy, alter, sublicense, or misuse Merchant Content except as expressly allowed.
(b) You may not purchase keywords containing LIVEN trademarks (including variations/misspellings) for search engine marketing. This includes bidding on restricted keywords such as LIVEN's competitors' trademarks. You may not bid in any manner appearing higher than the Merchant, or outrank the Merchant, in any auction-style pay-per-click advertising program.
(c) You must not run ads that mislead or appear as official Merchant promotions.
(d) Promotion codes, coupons, and referral program links must be explicitly authorized by Merchant in advance in each instance. If you are approved to promote coupon codes, you may ONLY advertise coupon codes that are explicitly provided to you through the AWIN interface or by the Merchant’s affiliate manager in writing. You are strictly prohibited from advertising coupon codes obtained from:
(i) other affiliates;
(ii) merchant’s internal email marketing or customer support;
(iii) general public searches.
Unauthorized use of coupon codes may result in the reversal of all commissions associated with the unauthorized code and immediate termination from the Affiliate Program.
(e) You may not send unauthorized emails or electronic messages containing Merchant trademarks, links, or promotions.
(f) Social Media Impersonation: You are prohibited from posting your Affiliate links on LIVEN’s official Facebook, Twitter, Instagram, or other company pages in an attempt to turn those links into Affiliate sales. You are prohibited from creating a social media account that includes LIVEN’s trademark in the page name and/or username.
(g) Negative Keywords: If you choose to run PPC campaigns (where permitted), you are responsible for excluding "LIVEN" and related trademark terms from your program by adding them as negative keywords;
(h)restricted marketing channels include Email, Marketing Toolbars, Trademark Bidding, Gaming/Rewards, Social Gaming/Rewards, Digital Currency, Incent, and Third Party Mailers, unless you have obtained prior written approval from LIVEN.
6. Property Ownership Rights
All rights in Merchant Content remain with us. You may not challenge ownership or register similar marks. Any goodwill from use of Merchant Content accrues to us.
7. Operation and Maintenance of the Merchant Website
We retain sole discretion over orders, pricing, fulfillment, and customer service. Customers are deemed our customers. Policies and procedures may change at any time.
8. Revenue Share Payments
You will earn a revenue share based on Net Revenue from qualifying sales, subject to AWIN tracking. Payments are made monthly through AWIN, less applicable taxes/withholdings. Only approved affiliates are eligible to earn a revenue share. Referrals by non-approved affiliates will not result in any entitlement to payment.
Commissions are paid on Net Revenue actually received. If a referred customer requests a refund, initiates a chargeback, or cancels their subscription before the applicable lock-in period, the commission will be adjusted or reversed. In cases of suspected fraud, duplicate orders, or breach of these Terms, Merchant reserves the right to withhold payment indefinitely pending investigation.
9. AWIN Tracking
Sales will be tracked via AWIN technology. You must ensure links are properly formatted. Improper links or disabled cookies may prevent tracking.
10. Responsibility for Your Websites and FTC Disclosure
You are solely responsible for development, content, and compliance of your websites. You may not imply endorsement or affiliation, misuse confidential information, or mislead consumers.
You must include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our Affiliate Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement.
Furthermore, to ensure compliance:
- Disclosures must be made at the beginning of the claims and may not appear solely in a "Terms of Use", "Legal", or "About Us" page.
- Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure.
- If you received a product for free for review, this must also be clearly stated.
- Disclosure policy applies to all social media, even when space is restricted (e.g., tweets).
- Disclosures should be made in the same medium as the claim (e.g., video, text).
Any and all claims regarding the Merchant’s products, including but not limited to specific health benefits, must be substantiated by competent and reliable scientific evidence. You are strictly prohibited from making explicit or implicit claims that the Merchant’s products result in "quick," "instant," or "guaranteed" health results unless explicitly approved by Merchant in writing.
You represent and warrant that all content created by you complies with applicable laws and guidelines, including guidelines set forth by the Federal Trade Commission (FTC) concerning dietary supplements and weight loss products. Merchant reserves the right to request evidence for any claim made and to demand immediate removal of non-compliant content.
11. Violation of Terms and Affiliate Indemnification
Violations may result in termination and legal action. You agree to indemnify us against claims, damages, or expenses arising from your breach, website content, or conduct.
12. Term and Termination
This Agreement terminates when you or we leave the Affiliate Program. Either party may terminate at any time. Upon termination, you must remove all links and content. Only commissions earned before termination remain payable, subject to adjustments.
13. Modification of Agreement
We may modify this Agreement by posting changes on AWIN or our site. Continued participation constitutes acceptance.
14. Warranty Disclaimer
We make no warranties, express or implied, regarding products, services, or website operation.
15. Limitation of Damages
Neither we nor LIVEN shall be liable for indirect, incidental, special, punitive, or consequential damages. Aggregate liability shall not exceed commissions paid in the prior 12 months.
16. Independent Contractors
The parties are independent contractors. Nothing herein creates a partnership, joint venture, or employment relationship.
17. Governing Law
This Agreement is governed by the laws of New York. All disputes must be brought in New York courts.
18. Press Release; Publicity
You may not issue press releases or public announcements referencing LIVEN without prior written consent.
19. Force Majeure
Our obligations are excused where performance is hindered by causes beyond our control.
20. Headings
Section headings are for convenience only and do not affect interpretation.
21. Assignment
You may not assign rights or obligations without our written consent.
22. Waiver
Failure to enforce a provision does not waive future enforcement rights.
23. Entire Agreement
This Agreement and the Revenue Share schedule represent the full understanding between the parties and supersede all prior communications. No amendments are binding unless signed by us.
