These Formlabs Terms and Conditions for Affiliates (hereinafter referred to as the "Agreement") are by and between you and Formlabs Inc. (hereinafter referred to as "Formlabs") and apply to your participation in the Program as administered through Formlabs's third-party provider, Awin Inc. ("Awin"). This Agreement is effective as of the date Formlabs accepts your application into the Program and sets forth the terms and conditions governing the establishment of Links from your Properties to certain Formlabs Authorized Properties as further described below.
THIS IS A LEGALLY BINDING AGREEMENT. BY COMPLETING AND SUBMITTING THE ONLINE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.
1.Definitions.
"Formlabs", "we", "us", or "our" means Formlabs Inc. or any of its subsidiaries, affiliates, and entities owned or under common control, as applicable.
"Formlabs Authorized Properties" means the Formlabs Properties that Formlabs in its sole discretion determines to be eligible for the Program as communicated to you through Awin.
"Formlabs Offers" means Formlabs offers, deals, coupons and promotions that Formlabs has expressly authorized you to promote on your Properties and that Formlabs has provided to you.
"Customers" are persons or entities (other than Affiliates) that are not robots, automated programming, or similar technology that enables clicks through certain links.
"Eligible Product(s)" means the list of Formlabs products that Formlabs has approved for commission payments under this Agreement, which you may obtain through an affiliate account.
“FTC Guidelines” means administrative interpretations of laws administered by the Federal Trade Commission including the Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), as amended, and other Federal Trade Commission guides , disclosures, and any successor guidance."Link(s)" means the graphic and textual links that Formlabs makes available to you.
"Licensed Materials" means the Formlabs trademark, logo, and other identifying material including but not limited to information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that are associated with us, but only in the forms that we provide to you.
"Program" means Formlabs's affiliate program.
"Affiliate,” "you" or "your" means the person or entity that is enrolled in and accepted by Formlabs as a participant in the Program and bound by the terms of this Agreement.
"Affiliate Properties" or "your Properties" means your website or other presence (including, without limitation, mobile applications, email marketing, forums, apps, social media sites video, and software) owned, operated, used, or distributed by and preapproved by Formlabs to link to one or more Formlabs Authorized Properties.
2.Enrollment
(a) You must complete an application to participate in the Program. Formlabs may accept or reject the application in its sole discretion.
(b) Upon acceptance, you will be provided with a unique Link and Licensed Materials to promote Formlabs' products or services.
(c) You agree to promote Formlabs in a manner that accurately reflects on Formlabs and Formlabs’ products. You shall not engage in any untruthful practices or knowingly create or disseminate false or misleading information.
3.Promotion Regulations
(a) During the term of this Agreement, in the event that we make our Licensed Materials available to you, you may use our Licensed Materials as long as you follow the usage requirements in this section. You must: (i) only use Licensed Materials that we make available to you, without altering them in any way; (ii) only use Licensed Materials in connection with the Program and this Agreement; (iii) comply with our Trademark Usage Guidelines, as updated by Formlabs from time to time in its sole discretion; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our Licensed Materials in a misleading or inaccurate way; or (ii) use our Licensed Materials in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
(b) You may promote only those Formlabs Offers that Formlabs has made available to you through Awin. You may not promote any other Formlabs offers (e.g., offers in Formlabs emails, or those in other partner communications) unless you first obtain written permission from Formlabs.
(c) You may not act as or present yourself as a reseller of Formlabs, and you may not publicize Links on third-party or reseller sites unless you have the necessary license, right, or permission to do so from such site and you have also obtained our express written preapproval.
4.Email Marketing Policy
(a) The Affiliate may send promotional emails to its subscribers promoting Formlabs's products or services, provided that the Affiliate complies with all applicable local, state , federal, and international laws, regulations and rules, including but not limited to the CAN-SPAM Act, the EU ePrivacy Directive (2002/58/EC) as implemented by applicable EU Member State laws, and the UK Privacy and Electronic Communications Regulations (PECR). Where applicable, the Affiliate must obtain prior opt-in consent from recipients before sending promotional emails, as required under EU and UK law.
(b) You must obtain the recipient's consent before sending any promotional emails, and must include an opt-out mechanism in all promotional emails.
(c) You must not engage in spam email marketing or other unsolicited email marketing tactics for any purpose related to this Agreement.
5.Advertising Disclosure Requirements
(a) You must clearly and conspicuously identify yourself as an Affiliate in all promotional materials where a Link occurs, in compliance with applicable laws including the Federal Trade Commission's ("FTC") guidelines for affiliate marketing, the Unfair Commercial Practices Directive (2005/29/EC) and applicable national implementing laws, and the UK Consumer Protection from Unfair Trading Regulations 2008 and the Advertising Standards Authority CAP Code.
(b) You must clearly and conspicuously disclose that you are being compensated for promoting Formlabs's products or services.
(c) You understand and agree that any messaging in contravention of the FTC Guidelines or applicable international advertising disclosure laws may result in your immediate termination and removal from the Program. Please review the FTC's Endorsement Guides FAQ at: https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking ; the FTC’s “Disclosures 101 for Social Media Influencers" at: https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencers ; and the FTC's Endorsement Guidelines at: https://www.ftc.gov/news-events/topics/truth-advertising/advertisement-endorsements . For Affiliates operating in the EU, please also review the European Commission's Influencer Legal Hub at: https://commission.europa.eu/topics/consumers/consumer-rights-and-complaints/influencer-legal-hub_en. If you access Awin from outside the United States, you are responsible for complying with all applicable laws and regulations, including but not limited to the EU Unfair Commercial Practices Directive (2005/29/EC), applicable national advertising and consumer protection laws, and the UK ASA CAP Code. If any mandatory legal provisions in your location differ from the terms above, such provisions shall take precedence.
6.Social Media Policy
(a) You may promote Formlabs on social media platforms, provided that the Affiliate complies with all applicable laws and regulations, as well as Formlabs' social media guidelines.
(b) You must not post your Links on Formlabs’ social media communities, including but not limited to Facebook, Facebook Group, Twitter, Discord, Reddit, etc. in an attempt to turn those links into affiliate sales.
(c) You must disclose your relationship with us in all social media posts promoting Formlabs' products or services. In the EU and UK, such disclosures must use clear and unambiguous language (e.g., "ad," "advertising," or "sponsored") placed prominently at the beginning of the post or in a manner immediately visible to consumers without requiring further interaction, such as clicking "more" or scrolling.
7.Pay Per Click Bidding Rules
When promoting Formlabs via external paid search engines, which may include, but are not limited to, entities such as Google, Yahoo! and MSN, you will comply with the following:
(a) You must not give the impression that you are, or represent, Formlabs through use of phrases such as 'Official Store'.
(b) You must not bid on any of our trademarks and brand names designated by Formlabs, including any variations or misspellings thereof for search or content-based campaigns.
(c) You must not engage in marketing practices that are illegal or violate the rights of any third party.
(d) You must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading. In addition, you agree to add "formlabs.com," "Formlabs", "Formlab", and "Form Labs" as negative matches in your search campaigns and to avoid phrase matching.
(e) You agree that, following notice from Formlabs or Awin, you will promptly remove any search listing containing copy and/or creative components that Formlabs, in its sole discretion, deems inappropriate for any reason.
8.Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Program; and (ii) your participation in this Program will not conflict with any of your existing agreements or arrangements.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Program (for example, by clearly stating you are an Awin Affiliate on any website(s) you own where you make a Link available); (ii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups; (iii) you will not send or promote any message that is unlawful, libelous, defamatory, abusive, sexually explicit, threatening, vulgar, obscene, profane, disparaging regarding racial, gender or ethnic background, any statement that you have reason to know is false or misleading; (iv) you will not transmit any data, send or upload any content containing viruses, worms, Trojan horses, time bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to negatively impact the operation or security of any computer hardware or software.
9.Disclaimer
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL FORMLABS BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FORMLABS' TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You agree to indemnify, defend, and hold harmless Formlabs and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your breach of this Agreement; (ii) your promotional activities under the Program; (iii) any violation of applicable law, including the FTC Guidelines; or (iv) any claims that your content infringes or misappropriates the intellectual property or other rights of any third party.
10.Term and Termination
(a) This Agreement will apply for as long as you participate in the Program, until terminated.
(b) Both you and we may terminate this Agreement at any time, without the need for prior notice.
(c) Upon termination or expiration, you will immediately discontinue all use of our Licensed Materials related to this Program from your website(s) and other collateral. Commissions properly earned prior to the effective date of termination will be paid in accordance with the payment terms established through Awin, provided that such commissions are not the result of fraudulent or non-compliant activity. Any commissions attributable to transactions occurring after the effective date of termination will not be payable.
11.General
(a) Modification. We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion by providing you notice via Awin by offering new terms and conditions. Modifications may include, but are not limited to, changes in the scope of available commissions and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program by accepting updated terms and conditions will constitute binding acceptance of the change.
(b) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to principles of conflicts of law thereof. Each of the parties hereto consent to submit to the personal jurisdiction of any federal court located in the Commonwealth of Massachusetts or any Massachusetts state court in the event any dispute arises out of this Agreement.
(c) Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
(d) Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
(e) Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To Formlabs: 35 Medford St., Somerville, MA 02143 with a copy to legal@formlabs.com; To you: your address as provided in our affiliate account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
(f) No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Formlabs Products, our trademarks, or any other property or right of ours.
(g) Data Privacy. You shall comply with all applicable data privacy and protection laws and regulations, including without limitation: (i) the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), and any other applicable US state privacy laws; (ii) the EU General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") where you process personal data of individuals in the European Economic Area; (iii) the UK General Data Protection Regulation and the UK Data Protection Act 2018 where you process personal data of individuals in the United Kingdom; and (iv) any other applicable data protection laws in jurisdictions where you operate. You shall not collect, use, store, or disclose any personal information obtained through the Program except as necessary to perform your obligations under this Agreement and in compliance with applicable law. You shall maintain a privacy policy on your Affiliate Properties that accurately describes your data collection and use practices, including the use of affiliate tracking technologies, and that complies with applicable law. Where your use of affiliate tracking cookies or similar technologies requires prior consent under applicable law (including the EU ePrivacy Directive (2002/58/EC) and its national implementations), you are solely responsible for obtaining such consent before deploying such technologies. You shall not transfer personal data of individuals from the European Economic Area or the United Kingdom to any country outside those territories unless adequate safeguards are in place as required by the GDPR or UK GDPR, as applicable.
(h) Entire Agreement. This Agreement, together with the terms and conditions of the Awin platform, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter of this Agreement.
(h) Data Privacy. You shall comply with all applicable data privacy and protection laws and regulations, including without limitation the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), and any other applicable state privacy laws. You shall not collect, use, store, or disclose any personal information obtained through the Program except as necessary to perform your obligations under this Agreement and in compliance with applicable law. You shall maintain a privacy policy on your Affiliate Properties that accurately describes your data collection and use practices.
