Liven App (US)

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», «Program») for Chesmint Limited (Liven App Affiliate), («we», «us», or «Liven»). 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 LIVEN 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.

DEFINITIONS

«Qualifying Sale» means the first fully-paid subscription to a Liven product purchased by an individual who:

(i) reached Liven Website via your Qualifying Link as the last click, 

(ii) acted voluntarily and was not induced by reward, incentive, deception or pressure, 

(iii) is a genuine human (no bots/automation/pre-populated fields), and 

(iv) completed and paid for the transaction and did not revoke, refund, charge back or cancel it within the Locking Period.

Subscription renewals/rebills, free trials, reactivations and app installs are NOT Qualifying Sales and carry a payout of $0 unless expressly stated in the Rate Schedule (as configured in the AWIN Offer).

«Qualifying Link» means an AWIN-generated tracking link/creative provided to you. Only AWIN-generated links are tracked.

«Locking Period» means the auto-validation period configured for the Program in AWIN — the period after a transaction is tracked within which Liven may approve or decline it, and after which it is automatically approved (locked) for payment. The Locking Period is set in AWIN to reflect Liven's refund/money-back period plus an additional validation buffer, and is subject to the AWIN Standard Terms.

«Rate Schedule» means the referral fees as configured in the AWIN Offer and as otherwise agreed between the parties in writing, which may be updated from time to time in accordance with Section 15 and the AWIN Standard Terms. Any rate figures shared separately (including any indicative schedule) are for reference only and do not override the rates configured in the AWIN Offer.

«Liven Content» means any brand, marketing, or creative materials that Liven makes available to you, directly or through AWIN, for promoting Liven products, including trademarks, service marks, trade names, logos, brand names, creatives, banners, graphics, images, audio, video, and text. Where AWIN delivers a creative together with a tracking link, the tracking-link component is a Qualifying Link and the creative component is Liven Content.

«Liven Website» means Liven websites, applications and services operated by or for Liven to which Qualifying Links direct traffic and on which Qualifying Sales are completed.

ENROLLMENT AND 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.

You must be at least 18 years of age (or the age of majority in your jurisdiction) and have authority to enter into this Agreement. You must accurately list all domains and promotional platforms on which Qualifying Links will be used, and keep this information current. The Affiliate Program is open to partners globally. Referral fees are paid as configured in the AWIN Offer, which may include geographic, product or partner-type tiers.

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.

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 Liven 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 Liven;

modify Liven Website;

frame or misrepresent Liven Website;

scrape or spider Liven 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;

place or promote Qualifying Links on online marketplaces (for example, eBay or Amazon) or online auction sites;

engage in Affiliate Hijacking - hijacking, intercepting or overwriting another party's clicks, cookies or attribution in order to claim credit for sales you did not genuinely generate;

engage in Click Spamming or Install Spamming - generating high volumes of fake, automated or unsolicited clicks or installs to capture last-click attribution;

engage in Click Spoofing - reporting, injecting or simulating clicks that did not actually occur;

generate traffic with a high empty-install rate - installs or clicks that show no genuine post-install or post-click user activity;

alter Liven Content unless explicitly permitted.

(c) You may not purchase products through Qualifying 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 Liven (health, wellness, and positivity). Association of Liven's brand with content deemed inappropriate, controversial, or damaging to Liven's reputation, as determined in Liven's sole discretion, is strictly forbidden and grounds for immediate termination.

(e) Promoting Liven 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 the terms of this Agreement. You are solely liable for any breach of this Agreement by your sub-affiliates. Liven 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.

RIGHT TO USE LIVEN CONTENT

(a) Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable right to:

(i) access Liven Website solely through Qualifying Links provided by us/AWIN, and

(ii) use and display Liven Content provided to you through AWIN, solely to generate sales of Liven products from approved websites.

(b) You are not granted any rights to Liven trademarks, service marks, logos, or other materials beyond those explicitly provided.

(c) Upon termination, you must immediately stop using and remove all Liven Content.

SPECIAL OFFERS

(a) From time to time, we may post special offers on AWIN that provide specified referral fees on certain products (each, a «Special Offer»). 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.

LIVEN CONTENT USAGE RESTRICTIONS

If you fail to comply with this section, you may forfeit commissions.

(a) You may not copy, alter, sublicense, or misuse Liven 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 Liven, or outrank Liven, in any auction-style pay-per-click advertising program.

(c) You must not run ads that mislead or appear as official Liven promotions.

(d) Promotion codes, coupons, and referral program links must be explicitly authorized by Liven 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 Liven's affiliate manager in writing. You are strictly prohibited from advertising coupon codes obtained from:

(i) other affiliates;

(ii) Liven's internal email marketing or customer support;

(iii) general public searches.

(e) 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. Deal, coupon and loyalty/cashback sites may promote the Program only with Liven's prior written approval.

(f) 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, and from creating a social media account that includes Liven's trademark in the page name and/or username or that otherwise impersonates Liven.

(g) 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 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. 

(i) Any brand, communication or content guidelines, or communication strategy, provided to you in writing by Liven or its affiliate manager (whether through AWIN or directly) form part of this Agreement, are binding on you, and may be updated from time to time in accordance with Section 15. Failure to follow them is a breach of this Agreement.

Email marketing is permitted only to your own double opt-in subscribers — that is, subscribers who have given (i) consent to the processing of their personal data and (ii) separate, specific consent to receive marketing or promotional emails — and you must be clearly identified as the sender in each mailing. You must retain records evidencing both consents and provide them on request. 

Blogs and media whose content is directly related to Liven's subject matter (for example, mental health, well-being, self-development, habits or mindfulness) may promote the Program only with Liven's prior written approval. Where the publication is a paid placement, you must submit the draft content to Liven for review and approval prior to publication. Where the publication is organic (unpaid), prior draft submission is not required, but the content must remain consistent with, and must not deviate from, the values and public image of Liven set out in Section 3(d).

(j) Except with Liven's prior written permission, you may not run any paid user-acquisition or paid media promoting Liven, including Meta Ads (Facebook, Instagram), Google Ads (including UAC, Search, Demand Gen, Performance Max and Shopping) and TikTok Ads. You may not bid on Liven brand terms, domains or trademarks (including variations, misspellings and competitor marks), direct-link to Liven Website from paid search, outrank Liven in paid results, or run retargeting or incentivized, rewards, cashback or loyalty traffic. The only exception is media promoting their own articles or publications, which still requires Liven's prior written permission.

PROPERTY OWNERSHIP RIGHTS

All rights in Liven Content remain with us. You may not challenge ownership or register similar marks. Any goodwill from use of Liven Content accrues to us.

OPERATION AND MAINTENANCE OF THE LIVEN 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.

REFERRAL FEE (CPA) PAYMENTS

You will earn referral fees for Qualifying Sales, as configured in the AWIN Offer, subject to AWIN tracking. Payments are made monthly through AWIN, less applicable taxes/withholdings. Only approved affiliates are eligible to earn referral fees. Referrals by non-approved affiliates will not result in any entitlement to payment.

Referral fees are paid per Qualifying Sale as configured in the AWIN Offer. Any change to referral fee rates will be made in accordance with Section 15 and the AWIN Standard Terms, including the applicable minimum notice period and limits on rate reductions. If a referred customer requests a refund, initiates a chargeback, or cancels their subscription within the applicable Locking Period, the commission will be adjusted or reversed. Where a refund, chargeback or cancellation occurs after the related commission has already been paid, Liven will not require repayment of the amount already paid, but may set off an equivalent amount against your future payments. In cases of suspected fraud, duplicate orders, or breach of this Agreement, Liven may decline or withhold a transaction at any time before the end of the auto-validation period pending investigation. Where an issue is identified after a transaction has been approved or paid, Liven's remedies are those set out in Section 13 (reversal, set-off and reclaim as a debt).

We may, at our sole discretion, introduce volume-based bonus rates for affiliates whose monthly Qualifying Sales exceed thresholds set by us (a «Volume Bonus»). Any Volume Bonus, including its thresholds, rates, eligibility criteria and start date, will be configured in the AWIN Offer and processed via AWIN. No Volume Bonus is earned or payable unless and until it is so activated. We may amend or withdraw any Volume Bonus prospectively in accordance with Section 15, without affecting Volume Bonuses already accrued for completed periods.

Payments are subject to the affiliate's payment threshold and schedule configured in AWIN, in accordance with the AWIN Standard Terms.

AWIN TRACKING

Sales will be tracked via AWIN technology. You must ensure links are properly formatted. Improper links or disabled cookies may prevent tracking. The AWIN Tracking Code and the applicable AWIN Standard Terms are the sole basis for recording and attributing Qualifying Sales. You must not fire your own conversion pixel or use any other method to record, attribute or claim actions.

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 Liven'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 Liven's products result in «quick,» «instant,» or «guaranteed» health results unless explicitly approved by Liven in writing. In addition, any health, mental-health or results claim may use only pre-approved, brand-provided wording, must not promise guaranteed, instant, quick or curative outcomes, and must comply with applicable FTC and FDA requirements.

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. Liven reserves the right to request evidence for any claim made and to demand immediate removal of non-compliant content.

DATA PROTECTION AND PRIVACY

(a) For all personal data processed in connection with the Program, you and Liven each act as an independent controller (or «business» where applicable law uses that term). You are not Liven's processor (or «service provider» where applicable law uses that term). 

(b) On your own websites and promotional platforms, you are responsible for: 

(i) giving all notices required under applicable data protection laws; 

(ii) obtaining and maintaining any required consents for cookies, pixels, SDKs or similar technologies you deploy;

(iii) honouring opt-out, limitation and other data-subject rights; and 

(iv) keeping records of such consents and making them available on reasonable request.

(c) You must maintain a clear and accessible privacy policy that complies with applicable data protection laws.

(d) You must not collect, infer, or transmit into the tracking or attribution chain any sensitive or special-category personal data (including health data), or data of individuals below the applicable age of consent.

(e) Where you are permitted to engage sub-affiliates, you must ensure they are bound by data-protection obligations at least as protective as those in this Agreement.

(f) These obligations supplement, and do not replace, the AWIN Standard Terms and their data-processing annexes, which govern data processing across the Network.

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.

Sanctions and controls: brand-bidding, fraud, or incentivized/rewards traffic will void all associated commissions (rate $0) and may result in exclusion from the Affiliate Program. Liven may reverse commissions by up to 100%, and reclaim already-paid commissions or set them off against future payments, for actions found to be low-quality, fraudulent or non-compliant. Where Liven is entitled to reclaim already-paid commissions under this Section, such amount is a debt due from you to Liven, recoverable either by set-off against your future payments or by direct repayment within 14 days of Liven's written demand, independently of the AWIN payment mechanism. Liven may monitor your sites and activity and require access for verification, pause your traffic within 24 hours, set daily caps, and block links in the event of a technical attack. 

TERM AND TERMINATION

This Agreement terminates when you or we leave the Affiliate Program. Either party may terminate at any time by giving at least 1 day's prior notice through the designated channels of communication. Upon termination, you must remove all links and content. Only commissions earned before termination remain payable, subject to adjustments. Liven may terminate immediately for breach of this Agreement, with no payment due for actions generated in violation. Liven's reversal, reclaim and clawback rights survive termination in respect of actions already accrued.

MODIFICATION OF AGREEMENT

Liven reserves the right to amend, modify, or supplement any provisions of this Agreement by delivering notice to you through designated channels of communication. Such modifications shall take effect 7-days following the issuance of said notice. Liven will not reduce commission rates by more than 20% in any 30-day period, in accordance with the AWIN Standard Terms. Should any modification be deemed unacceptable, you retain the right to terminate your participation in the Affiliate Program with immediate effect by providing notice within the aforementioned 7-day window. Your continued engagement in the Affiliate Program beyond this period shall be deemed as your formal acceptance of the revised terms. Liven shall explicitly detail your termination rights and the legal implications of continued participation within the notification correspondence. Furthermore, Liven may alter, suspend, or terminate any aspect of an Special Offer or Qualifying Link, including the removal or modification of any associated Liven Content. You agree to immediately implement any directive from Liven to adjust or remove any creative, link, or advertising material utilized within the scope of your promotional activities.

WARRANTY DISCLAIMER

We make no warranties, express or implied, regarding products, services, or website operation.

LIMITATION OF DAMAGES

Neither Party shall be liable for indirect, incidental, special, punitive, or consequential damages. Aggregate liability shall not exceed commissions paid in the prior 12 months.

INDEPENDENT CONTRACTORS

The parties are independent contractors. Nothing herein creates a partnership, joint venture, or employment relationship.

GOVERNING LAW

The construction and interpretation of this Agreement shall be governed by the laws of England and Wales. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in Nicosia, Cyprus under the rules of the Cyprus Eurasia Dispute Resolution and Arbitration Center (CEDRAC).

PRESS RELEASE; PUBLICITY

(a) You may not issue press releases or public announcements referencing Liven without prior written consent.

(b) By participating in the Affiliate Program, the Affiliate grants Liven a non-exclusive, royalty-free, worldwide, perpetual license to use the Affiliate’s name, social media handle, image, likeness, and any content created in connection with the Program (the «Affiliate Content») for Liven’s promotional, marketing, and public relations purposes. This includes, but is not limited to, the right to mention the Affiliate and their participation in the Program in press releases (e.g., via Business Wire or similar platforms), official websites, social media channels, and corporate presentations.

FORCE MAJEURE

Our obligations are excused where performance is hindered by causes beyond our control.

ASSIGNMENT

You may not assign rights or obligations without our written consent.

WAIVER

Failure to enforce a provision does not waive future enforcement rights.

ENTIRE AGREEMENT

This Agreement, together with any brand, communication or content guidelines provided to the Affiliate in writing by Liven or its affiliate manager, represents the full understanding between the parties and supersedes all prior communications between Liven and the Affiliate. The applicable referral fee rates are those configured in the AWIN Offer from time to time, and no amendment of this Agreement is required for a change to those rates to take effect. This Agreement supplements, and does not replace, the AWIN Standard Terms and applicable data-processing annexes, which prevail on network participation, tracking, validation, payment, and data processing. No amendments to this Agreement are binding unless signed by us.