Amberscript Affiliate Terms and Conditions
PLEASE MAKE SURE TO READ THE ENTIRE DOCUMENT.
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This is a legal agreement between you and Amberscript B.V., a company registered in the Netherlands, address: Keizersgracht 209, 1016 DT, Amsterdam, business identity code: 70413916 (”Amberscript”)
BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THESE AFFILIATE TERMS AND CONDITIONS YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS
0. Definitions
Throughout the following document, the following definitions will apply.
Amberscript and the affiliate (you) are hereinafter referred to collectively as the ”Parties” and individually as the ”Party”.
Affiliate Program Manager means the individual or individual who has the legal authority from Amberscript to manage and represent its interests in the Affiliate Program
Affiliate Agreement refers to these Terms and Conditions of the Affiliate Program.
Amberscript Website(s) refer to amberscript.com or any of its subdomains.
Affiliate Dashboard refers to the online location (Awin) through which the Affiliate can manage the Affiliate Program and accept these Terms and Conditions.
User refers to the Affiliate website visitor who may or may not click an Affiliate link and be directed to the Amberscript Website to purchase products from Amberscript.
Commission refers to the amount earned from successful purchases on the Amberscript Website through referral by Affiliate.
Abandoned Affiliate Account means any Affiliate account whose Affiliate Dashboard has not been logged into for a period of 6 months and/or has no transactions posted during a period of six months.
1. Overview
This is the complete list of Terms and Conditions for the Affiliate Program. The purpose of enrolling in the Affiliate Program is to allow you to make affiliate commissions for the sales of our subscriptions and prepaid hours originating from your promotional activities in the manner set forth herein.
2. Affiliate Obligations and Rules
2.1 To enroll in our Affiliate Program, you must:
be at the age of majority in your jurisdiction or the age of 18 whichever is greater;
have the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth herein;
complete and submit the online application through the Affiliate Dashboard;
be enrolled or accepted by Amberscript into the Affiliate Program.
2.2 Amberscript may choose at their discretion to auto-approve your application. This does not imply that we will not re-evaluate your application at a later time. We reserve the right to reject your application at any point in time, at our sole discretion. This is especially true if the Affiliate’s website or promotional materials breach any of the points set out in 2.4.
2.3 In the event that Affiliate materially breaches this Agreement and Amberscript terminates this Agreement any accrued and payable Commissions owing to Affiliate shall be forfeited, and Amberscript shall not be obligated to pay such Commissions to Affiliate.
2.4 Affiliate agrees that Affiliate’s website, service, or correspondence does not contain any materials that in Amberscript’s sole discretion are considered to:
Promote adult content, including nudity, sexual terms and/or images of people in positions or activities that are excessively suggestive or sexual, or provocative images in violation of legislation in your local jurisdiction;
Includes violent, obscene, defamatory, libelous, slanderous, and/or unlawful content;
Promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or the language of such individual or group;
Incorporate any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law
Includes “Amberscript” or variations or misspellings thereof in its domain name and as keywords in PPC campaigns
Promote politically religious agendas and/or any known associations with hate, criminal, and/or terrorist activities;
Promote gambling, including without limitation, any online casino, sportsbooks, bingo, or poker;
Contain software downloads that potentially enable diversions of commission from other affiliates in our program;
Make representations through code, designs, imagery, video, text or otherwise, that makes your website resemble the Amberscript Website in a manner that leads customers to believe you are the Amberscript Website, business, or a legal representative of Amberscript in any way.
Offer rebates, coupons, or other forms of promised kickbacks from your Commission as an incentive. Adding bonuses or bundling other products with Amberscript, however, is acceptable, if prior permission is received from the Affiliate Program Manager.
Generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific saving by clicking on a clearly marked link, button, or image for that particular coupon or deal. Affiliate Program links must direct users to the Amberscript Website
2.4.1 User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to the Amberscript website” is NOT allowed).
2.4.2 Affiliates may not use misleading text on affiliate links, buttons, or images to advertise anything besides currently authorized deals to the specific affiliate. The commercial purpose of the Affiliate’s marketing efforts must be clearly identifiable. The Affiliate shall not disguise its affiliate marketing efforts as consumer recommendations or as similar non-commercial messages.
2.5. As a member of the Affiliate Program, you will be granted access to the Affiliate Dashboard. Here you will have an option to review the details of our Affiliate Program including our promotional materials, such as affiliate links to web pages within the Amberscript Website and banner creatives. You will be free to browse and get tracking codes for our deals if and when they are available. In order for us to accurately keep track of all guest visits from your site to the Amberscript Website, you must use the affiliate link that we provide for each banner, text link, HTML code, or any other promotional material listed.
2.6. Amberscript reserves the right, at any time, to review your link placement and either approve or disapprove the use of your affiliate links and require that you change the placement of links or ask you to comply with these guidelines.
2.7. The Affiliate is solely responsible for the maintenance and information updates on your site. For example, if Amberscript’s pricing policy changes, it will be up to the Affiliate to update this information. We may monitor your site 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.
2.8. It is your sole responsibility to follow all applicable laws, regulations, government decrees, authorities’ decisions, and the like relating to:
1) protection of intellectual property;
2) marketing of goods and services;
3) unfair business practices; and
4) any other similar field of regulation
that pertain to your website or any promotional materials on your website. If you violate any such rules of law or any third party presents any allegations or claims that pertain to information you place on your website and promotional materials you use, you will indemnify and hold Amberscript harmless for any and all costs arising out of any such violations, allegations or claims.
2.9 As an affiliate, you can only create and use one (1) account. You can list multiple domains within one account, but only one account is allowed.
2.10 Self-referrals for affiliate purchases are strictly prohibited. This means that you cannot refer yourself, your immediate family, or the company you work for by using your affiliate link. You will not receive a commission on any purchases by yourself for your own use, your immediate family members, or the company you work for.
2.11. We reserve the right to remove Abandoned Affiliate Accounts from our system if their balance is equal to or less than $50 after a 6 month period of inactivity. In this case, any accumulated commissions below $50 (minimum payout threshold) will be forfeited.
3. Amberscript Rights and Obligations
3.1. We reserve the right to monitor your site at any time to determine whether you are following these Terms and Conditions. We may inform you of any changes to your site that we feel you should make, or to ensure that your affiliate links to the Amberscript Website are placed appropriately and to notify you of any other changes that we feel should be made. Failure to make the changes to your site that we feel are necessary within a reasonable time (no longer than 30 days) constitutes a material breach of this Affiliate Agreement.
3.2. Amberscript reserves the right to terminate your participation in the Affiliate Program immediately and without prior notice to you if you commit fraud or abuse this Affiliate Program in any way (including material breaches of section 2.4 of this Affiliate Agreement). If such fraud or abuse is detected, Amberscript shall not be liable to you for any Commissions for any fraudulent sales/sales based on abuse.
3.3. These Terms and Conditions will begin to apply to you upon our acceptance of your Affiliate application, and their application will continue indefinitely unless terminated hereunder.
4. Termination
4.1 Either the Affiliate or Amberscript may end this Affiliate Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be sent by email to either party or through any appropriate mechanism in the Affiliate Dashboard.
4.2 If the Affiliate Agreement is terminated by either party in accordance with section 4.1, 3.2 or 4.3, Amberscript shall not be liable to pay any Commission to you after the termination of the Affiliate Agreement.
4.3 This Affiliate Agreement will terminate immediately without notice upon any material breach of the Terms and Conditions by the Affiliate.
5. Modification
We may modify, add or remove any of these Terms and Conditions at any point in time. In such an event, you will need to comply with a revised version of these Terms and Conditions when prompted to do so in the Affiliate Dashboard. If any modification is unacceptable to you, your only option is to end your association with the Affiliate Program by closing your account.
Continued participation in the Affiliate Program will indicate your agreement to the changes and your adherence to any modified Terms and Conditions.
6. Commission Payment
6.1. Commissions are earned from authorized referrals that generate purchases via your affiliate links.
6.2. Commission amounts per product/service sold may be changed by Amberscript at any time. This information is available to you in the Affiliate Dashboard. You are solely responsible for determining if the Commission amount for an affiliate link you have placed on your website has changed or been discontinued.
6.3. Accrued commissions will be paid on the 10th date of the month following the transaction that generated the commission. No Commission payment shall be made unless the total accrued unpaid commissions exceed the minimum threshold of €50. The commission due is calculated in accordance with the statistics and balance that is collected, calculated, and displayed on the Affiliate Dashboard. The only valid statistics used for determining Commissions will be those displayed in the Affiliate Dashboard.
6.4. For an Affiliate to receive a Commission, the Affiliate account must remain active for a minimum of seven (7) days after the payment date. For this reason, the Commissions generated on any date will be displayed as “Pending Approval” in the Affiliate account for seven (7) days. If the purchaser does not request refunds within this timeframe, and if the commission was not a result of a self-referral and doesn’t breach any other terms of this Affiliate Agreement, you will see payment amounts in “Current Commissions” as “Approved – Pending Payment”.
6.5. Affiliate is responsible for any and all charges, fees, taxes, exchange rates, surcharges, and other expenses arising out of the Affiliate relationship with Amberscript including those incurred in order to receive affiliate payments.
6.6. Payments will only be sent for affiliate purchases that have been successfully completed. Transactions that result in chargebacks or refunds will be void.
7. Affiliate Promotional Materials
7.1. You are free to promote what you deem appropriate on your own website(s), but any promotion that mentions Amberscript and any associated trademarks may be perceived by the press or the public as a joint effort. You should therefore note that certain forms of advertising are always prohibited by Amberscript. Any promotions by Affiliates should never contravene promotional laws in their location.
Advertising commonly known as “spamming” is inappropriate and unacceptable to us and constitutes a material breach of this Affiliate Agreement. Other 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. Additionally, you may not advertise in any way that effectively hides or misrepresents your own identity, your domain name, or your email address. You may use emails or other messages to customers to promote Amberscript’s services if the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings and such emails or other messages are otherwise sent in compliance with the laws applicable to them.
In any direct marketing messages sent by the Affiliate, the Affiliate must identify itself and its contact details. Where the Affiliate processes personal data relating to identified or identifiable individuals, the Affiliate undertakes to provide to data subjects any information required in the applicable data protection legislation (including but not limited to the information referred to in Articles 13 and 14 of the General Data Protection Regulation (EU) 2016/679). The Affiliate shall especially provide to the data subjects information on how to exercise their rights under the applicable data protection legislation.
Also, you may only post to newsgroups to promote Amberscript’s subscription if the newsgroup specifically welcomes commercial messages. You must always clearly represent yourself and your websites as independent from Amberscript.
8. Grant of Licenses
8.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through affiliate/referral 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 Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Amberscript and the goodwill associated with it will insure to the sole benefit of Amberscript.
8.2. 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 any 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 Affiliate Agreement, each party retains all right, title, and interest to its respective rights, and no right, title, or interest is transferred to the other.
10. Representations and Warranties
You represent and warrant that:
10.1. This Affiliate 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;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Affiliate Agreement and to perform your obligations under this Affiliate Agreement, without the approval or consent of any other party;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Affiliate Agreement.
11. Limitations of Liability
TO THE EXTENT PERMITTED BY LAW, 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 AMBERSCRIPT 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.
12. Indemnification
You hereby agree to indemnify and hold harmless Amberscript, 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 another 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, the content therein not attributable to us.
13. 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 Affiliate Agreement which is marked “Confidential,” 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 the express written permission of the disclosing party.
14. Miscellaneous
14.1. You certify that you are an independent contractor, and as such, nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Amberscript. 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 website or any other website or otherwise, that reasonably would contradict anything in this Section.
14.2 The parties note that the Affiliate is free to determine the essential means of processing personal data relating to its affiliate marketing activities. For instance, whether or not the Affiliate targets any identified or identifiable natural persons as a part of its marketing efforts, or otherwise processes personal data for affiliate marketing purposes, is solely determined by the Affiliate. As a consequence, the Affiliate serves as a data controller with regard to any personal data processed by it for the purpose of the conclusion and performance of this Affiliate Agreement.
