ShareASale Affiliate Program Agreement
Please read this Affiliate Program Agreement (“Agreement”) carefully before submitting your application to participate in the Linguix Affiliate Program (“Program”). If you do not accept all of the terms and conditions of this Agreement do not submit an Application. By submitting the Application, you are conclusively deemed to have accepted and agreed to be bound by this Agreement. As used in this Agreement, "we" “us” and “Linguix” means Textly Inc., dba Linguix, and “Affiliate” “you” and “your” means the applicant submitting the Application and participating in the Program.
Enrollment
The Program is professionally managed by Shareasale.com, Inc. (“ShareASale”) and this Agreement shall be effective upon ShareASale’s acceptance of your merchant link sign-up request and your linking and/or participation in the Program.
Linking and Participation in the Affiliate Program
To link to and participate in the Program, you must be registered as an affiliate with ShareASale and request to be linked to the merchant, Linguix. Your registration request may be rejected for any reason or for no reason at our or ShareASale’s sole discretion. Your request will be rejected if it is determined that your web site includes anything that is, interalia, unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
Affiliate Marketing Activities
You are free to promote your own websites, but you are prohibited from creating or using any promotion mentioning Linguix that could be perceived by the public or the press as a joint effort between you and the Company.
You may not bid on any variations of Linguix brand terms in any keyword-based pay-per-click (PPC) search engines, including, without limitation, Google, Bing, and Yahoo. This includes any “Trademark Plus” (TM+) bidding such as “Linguix discount” or “Linguix promo code.”
In addition to the restrictions contained herein, your marketing activities may be further limited by the Affiliate Agreement you accept when you apply to our Program.
All images, product names & numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing collateral or links made available to you under this Program (collectively, “Linguix”) are the proprietary property of Linguix or its licensors. Affiliates shall use Linguix Materials only as specified herein and shall not misappropriate Material by, e.g. incorporating the same in a domain name.
In any marketing activities where a reference is made to Linguix or to any of Linguix’s trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or “aff.”
Except as otherwise set forth in this Agreement, Affiliate shall not use Linguix’s name, trademarks (TM), service marks or any derivations or variations thereof in any manner, including without limitation, (a) in metatags, (b) in hidden text or source code or (c) in Affiliate’s domain name or any other part of Affiliate’s universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of Linguix’s trademarked terms, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on Affiliate’s behalf, to express or imply any endorsement by Linguix of any services provided by Affiliate, or in any other manner whatsoever.
Affiliates found in violation of this section are subject to punitive actions by us, without further notice. Such actions include but are not limited to suspension or termination of Affiliate account, withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's activities.
Links & Images
Linguix shall make available to Affiliates, via the ShareASale website, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Program and that will establish “Links” from any and all websites you own, operate or control (“your site”) to https://www.Linguix.com/ (“our site”). You may, subject to the terms and conditions herein, display Links as often and in as many areas on your site as you desire. You shall cooperate fully with Linguix in establishing and maintaining Links. You may display in your site only those Images provided to you by Linguix which may by discontinued or replaced at any time and from time to time in our sole discretion.
Upon request, you shall remove any Image from your site and replace it with a new Image provided by us or ShareASale. Banner ad link codes cannot at any time be modified by you, as doing so will not allow proper reporting of traffic sent through such banner link code. You agree that each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site. Linguix and/or ShareASale may monitor your site at any time to determine if you are in compliance with these terms.
Affiliate's Obligations
- Place Links on your site within 30 days of your acceptance into the Program
- Actively participate in the Program by accessing and using promotional Links via the ShareASale site
- You agree to be solely responsible for all costs and expenses you may incur in connection with your participation on the Program and/or your performance under this Agreement including
- the development, operation and maintenance of your site;
- all materials that appear on your site and the accuracy and appropriateness of such materials;
- ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; and
- ensuring that your site and your business practices do not violate this Agreement
- You agree to keep your application with the ShareASale Affiliate Network updated with current and accurate information and, at all times, list the web sites you are using to drive traffic to us. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application
- You agree not to make any representations, either express or implied, or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is visiting your site or that Linguix endorses you or your site or your products and services (for example, you are agreeing not to “frame” any pages or portions of our site)
Linguix is not obligated to make any representations, warranties or other statements concerning you, your site, your site policies or any of your products or services.
Spyware
You agree not to participate in spyware, adware or parasite ware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the Affiliate Program with any unpaid commissions forfeited.
Publicity
Except for the material made available to you by ShareASale for your participation in the Program, you shall not create, publish, distribute, or permit any material that makes reference to Linguix or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.
Policies and Pricing
Customers who buy Linguix’s products and services through the Program are deemed to be customers of Linguix. As such, all of Linguix’s policies and operating procedures concerning customer orders, customer service, and product and service sales shall apply. Linguix shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting Our Site ("Customer Data") which is collected by Linguix, including without limitation, customers who access Our Site from Your Site, and Affiliate shall have no right to use any such Customer Data.
You may not include price information in your product descriptions without our explicit consent. You shall refer all questions, requests and queries regarding our products and services to us. Affiliate does not have the authority to make or accept any offer on our behalf.
Linguix reserves the right to withhold Affiliate commissions and/or terminate this Agreement for Affiliates found to be in violation of this policy.
Commission Payment
Linguix is neither responsible nor liable for any type of commission payments to you. ShareASale handles and is solely responsible for any and all commission payments. Please visit www.shareasale.com for more information regarding commission payment and timing of payments.
Licenses and Use of Logos and Trademarks
Linguix grants you a limited, non-exclusive, non-transferable, revocable right to (i) access our site through the Links solely in accordance with, and for the contemplated purpose of, this Agreement, and (ii) to use the branded trademarked terms shown below (only in the form(s) that they appear on the Linguix Affiliate Program ShareASale web pages) solely in connection with such Links, (collectively, the "Licensed Materials"), for the sole purpose of promoting Linguix’s products and services on your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Linguix may revoke your license at any time by giving you notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Linguix only.
You shall not make any specific use of any Licensed Materials for purposes other than promoting Linguix’s products and services on your site. You agree not to use the Licensed Materials in a manner that is misleading or deceptive or that disparages the Program, Linguix, or its affiliates or any of its or their products or services, or that otherwise portrays Linguix, in its sole discretion, in a negative light. Linguix reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the Licensed Materials or the registration there of or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above, no license or other rights to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program, by implication, estoppel or otherwise.
You agree that any breach by you of your obligations regarding Licensed Materials during the term or thereafter may result in irreparable injury to Linguix for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Linguix will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.
You grant to Linguix a non-exclusive license to use your names, titles, logos, and trademarks (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner your participation in the Program and/or to further Linguix’s rights hereunder. Notwithstanding, we are not obligated to advertise, market, promote or publicize your participation in our Program or the existence of, or any other aspect of the Program.
The licenses granted hereunder shall run concurrently with the term of this Agreement.
Term
This Agreement shall apply and be effective as of the date your ShareASale merchant link signup request is accepted and shall remain in effect for as long as you continue to participate in the Program, or maintain Links to our site on your site. Either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination. No commissions shall accrue or be earned by you after the Term.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. Linguix may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. If Linguix has reason to believe Affiliate’s orders/referrals were obtained fraudulently or through misrepresentation, Linguix shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall immediately remove all Licensed Materials from Your Site and cease using Linguix’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
Program Modification
Linguix may modify this Agreement or the Program terms at any time in its sole discretion. You will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change notice. If you no long wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly. Your continued participation in the Program following any notice of change to this Agreement or the Program terms shall constitute your binding acceptance of the same as replaced or modified.
AFFILATE UNDERSTANDS THAT LINGUIX MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
Relationship of Parties
You and Linguix are independent contractors and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to make or accept any offers or representations on behalf of Linguix. You may not make any statement, whether on your site or otherwise, that contradicts anything contained in this section.
Representations and Warranties
Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
Affiliate represents that the contents of Your Site and any domain names associated with Your Site do not (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation; (c) contain defamatory or libelous material; (d) contain lewd, pornographic, or obscene material; (e) violate any laws regarding unfair competition, anti-discrimination, or false advertising; (f) promote violence or contain hate speech; or (g) contain viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.
Affiliate represents that it has and complies with a privacy policy consistent with federal and state laws and regulations, which is prominently displayed on its website.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Confidentiality
Except as otherwise provided herein or with the consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning Linguix or you, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
Limitation of Liability
Linguix makes no express or implied warranties or representations with respect to the Program, our site or any Linguix products or services sold through the Program, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. Linguix makes no representation that the operation of our site will be uninterrupted or error-free and we shall not be liable for the consequences of any such interruptions or errors.
LINGUIX SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT AND/OR THE PROGRAM OR ANY BREACH BY Linguix HEREOF SHALL BE TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
Indemnification
Affiliate agrees to indemnify, defend and hold harmless Linguix and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
Jurisdiction/Venue
Any action to enforce this Agreement shall be brought in the federal or state courts located in Florida and Affiliate irrevocably consents to the jurisdiction of such courts.
References/Testimonials
The Affiliate agrees to cooperate with us in the development of testimonies and other such marketing material. The Affiliate grants us unlimited rights to reference the Affiliate in any and all marketing materials, without further compensation.
Integration
This Agreement constitutes the final and complete agreement between you and Linguix regarding the Program and supersedes all prior and contemporaneous, understandings, agreements and communications, written or oral, with respect to the subject matter hereof.
Acknowledgement and Acceptance
By submitting this application and clicking the link below, I hereby certify that I am authorized to act on behalf of Affiliate and that I have read and accepted the terms, conditions and disclosures associated with this Agreement.
