Beysis AWIN Terms and Conditions
This agreement (herein the ‘Agreement’) contains the complete terms and conditions that apply to your participation in the Beysis Affiliate Marketing Program (the ‘Program’). Our affiliate program is hosted on AWIN (www.awin.com). This Agreement outlines the terms of the affiliate relationship between you and the Company. It defines your responsibilities as an affiliate and our responsibilities to you. Please read this Agreement carefully. By participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand and agree to the terms of this Agreement with Beysis Pty Limited (hereinafter ‘Beysis’).
1) ENROLMENT
1.1) In order to apply for enrolment into this Program, you must first sign up as an affiliate of AWIN.com, Inc., ("AWIN.com") and you must agree to AWIN.com's Publisher Terms (the "AWIN.com Agreement").
1.2) You may apply to participate in the Program by providing all the information required by AWIN.com in connection with becoming a AWIN.com affiliate and by accepting the terms of this Agreement.
1.3) After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program. We reserve the right to accept or reject your application, at our sole discretion.
2) PROHIBITED WEBSITES
2.1) Your participating website(s) ("Your Website") may not:
a) Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.
b) Violate any law, rule or regulation.
c) Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials.
d) Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
e) Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
f) Mislead customers as to the products or services available on Your Website or on the Beysis website, located at www.Beysis.com (the "Beysis Site").
3) LINKING TO OUR WEBSITE
3.1) Upon acceptance into the Program, links will be made available to you through the AWIN.com affiliate website. Your acceptance in our Program means you agree to abide by the following:
a) You will only use linking code obtained from the AWIN.com affiliate website without manipulation.
b) All domains that use your affiliate link must be listed in your affiliate profile on the AWIN.com affiliate website.
c) Affiliates may not advertise our products on websites that they do not own, including, for instance, Google Product Search, Amazon, eBay or any comparison shopping engines such as Shopzilla or Pricegabber.
d) Your Website will not in any way copy, resemble, or mirror the look and feel of the Beysis Site. You will also not use any means to create the impression, mislead or deceive that Your Website is the Beysis Site or any part of the Beysis Site.
e) You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
f) You may not 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.
g) You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site.
h) You may not create affiliate tracking links that also contain a tracking link for other referral programs ("Other Referral Programs"). Affiliates are permitted to participate in either the Program or Other Referral Programs but individual links must be specific and exclusive to one of the programs. By participating in this Program, you agree not to claim commission or credit from both the Program and from our Other Referral Programs for the same user.
i) You may not use your affiliate links to claim commissions for your own purchases on Beysis.com.
4) PAY-PER-CLICK ("PPC") GUIDELINES
4.1) If you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:
a) You may not bid on any of our Trademarks, as defined in Section 5, including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo or any other network.
b) You may not use our Trademarks in sequence with any other keyword.
c) You may not use our Trademarks in your ad title, ad copy, display name or as the display URL.
d) You may not direct link to the Beysis Site from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on Your Website.
e) You may not bid in any manner appearing higher than Beysis for any search term in position 1-5 in any auction style PPC advertising program.
4.2) If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program. We have a strict no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Trademarks or words deceptively similar to our Trademarks, we may terminate your participation in the Program immediately and in addition to any rights Beysis has under clause 10, you will be held liable and indemnify us for any loss or damage arising out of your use of our Trademarks in your advertising program.
5) INTELLECTUAL PROPERTY
5.1) Beysis grants you a non-exclusive, non-transferable, revocable right to:
i) access our site through the links in accordance with the terms of this agreement, and
ii) solely in connection with such links and under the conditions provided for herein, to use the Beysis logo, trade name, trademarks, designs, product imagery and similar identifying material relating to us (collectively, the "Intellectual Property"), for the sole purpose of selling products on your site for the company.
5.2) You may not alter, modify, or change the licensed materials in any way without written permission. you are only entitled to use the Intellectual Property while you are a member of the Program.
5.3) You shall not:
i) use the Intellectual Property in any manner to communicate or suggest any sponsorship or other connection between Beysis and you other than your participation in the Program, or
ii) harm or adversely affect the Intellectual Property or the goodwill associated with the Intellectual Property. All promotional messaging and materials used by you containing such Intellectual Property shall be subject to Beysis’s prior written approval.
Except for the limited license provided in this clause 5.1, Beysis reserves all rights, titles and interests in the Intellectual Property and the goodwill associated therewith, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Intellectual Property.
5.4) All uses of the Intellectual Property by you shall inure to the benefit of Beysis. You shall not acquire, directly or by implication, any rights or license in the Intellectual Property except as expressly provided in this Agreement. Your right to use the Intellectual Property will terminate immediately if you violate any of the terms of this Agreement.
6) COUPON GUIDELINES
6.1) If you are enrolled in our Program and Your website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
i) You may ONLY advertise coupon codes that are provided to you through the Program or that are displayed on the Beysis Site. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in your removal from the Program. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
ii) You may NOT use any technology that covers up the coupon code and generates an affiliate click by revealing the code(s).
iii) You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign.
iv) You must NOT advertise any coupon code on any Discount Aggregator Website without obtaining our prior consent in writing.
v) You may NOT give the appearance that any ongoing offer requires clicking from Your Website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from Your Website to get this deal.
7) DOMAIN NAMES
Use of any of our Intellectual Property as part of the domain or sub-domain (for example Beysis.website.com or www.Beysis-coupons.com) for Your Website is strictly prohibited.
8) PUBLICITY
- 8.1) You shall not create, publish, distribute, or permit any written material that makes reference to Beysis without first submitting such material to us and receiving our written consent.
9) REVERSAL & COMMUNICATION POLICY
9.1) Beysis takes pride in its very low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy:
i) You are not forthcoming, intentionally vague or are found to be lying.
ii) You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
iii) You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
If any of the above applies, then we reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon you to ensure that you have the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program.
10) RELATIONSHIP OF PARTIES
10.1) This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Beysis and you. You shall provide services for Beysis as an independent contractor. You shall have no authority to bind Beysis to any agreement, nor shall you be considered to be an agent of Beysis in any respect.
10.2) You shall not mislead or deceive the public that you are part of, or otherwise affiliated to Beysis.
11) AFFILIATE COMMISSIONS
Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for the successful completion of Eligible Purchases. An "Eligible Purchase" occurs when a customer (not you) clicks-through the link (supplied by Beysis to you) to the Beysis Site and successfully completes a purchase for which Beysis receives and retains payment. The current rates of Commission shall be set forth in your AWIN.com affiliate program located on the AWIN.com affiliate website. Beysis reserves the right to modify the Commission rate from time to time, in its sole discretion. Beysis is responsible for authorising Commission payments and AWIN.com will be solely responsible for fulfilling and transferring all Commission payments in accordance with the AWIN.com Agreement. Beysis will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to Beysis, whether in connection with this Agreement (including any breach hereof by you) or otherwise. In addition, Beysis will be entitled to withhold payment of Commission without any liability to Beysis, if Beysis determines that you have not complied with any term or condition of this Agreement.
12) INDEMNIFICATION
You shall indemnify and hold harmless Beysis from any claim, damage, lawsuit, action, complaint, or other costs arising out of any wrongful act related in any way to your participation in the program or your breach of this agreement. you shall also indemnify and hold harmless Beysis from any damage, loss or other cost arising out of the use or misuse by you of the Intellectual Property.
13) CONFIDENTIALITY
Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from Beysis. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.
14) TERMINATION
14.1) Your participation in the Program shall begin upon your acceptance as an affiliate by Beysis and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall immediately remove all codes and links, references on Your Website regarding Beysis and cease any and all use of Intellectual Property or service marks, trade names or any other items received through or used in connection with such Program. For the avoidance of doubt, Beysis reserves the right to terminate the Program at any time upon notice to you.
14.2) If Beysis terminates this Agreement due to your breach of any term of condition, Beysis is not liable to pay you any outstanding Commission owed under the Program.
15) COMPLIANCE WITH LAWS
15.1) In connection with your participation in this Program, you will comply with all applicable laws, rules and regulations, including but not limited to the following laws, rules and regulations governing marketing and promotions:
a) The CAN-SPAM Act of 2003
b) Section 5 of the FTC Act
c) The FTC's disclosure rules regarding endorsements
d) The Privacy Act 1988 and the Australian Privacy Principles
To comply with the FTC's disclosure rules regarding endorsements, you shall include a disclosure statement within any and all pages/posts where affiliate links for the 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. If you received the product for free from us or from our designated affiliate management team for review, this also must be clearly stated in your disclosure.
16) DISCLAIMER & LIABILITY
16.1) 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 Beysis 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 Beysis’s liability to you or any third party arising out of or related to the program or 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.
16.2) Beysis does not warrant or guarantee any results of participation in the Program.
16.3) You agree and acknowledge that these disclaimers are an important part of the basis of this Agreement, without which Beysis would not have entered into this Agreement. Beysis disclaims all warranties, express, implied, or statutory (to the extent permitted by law), regarding the products, programs and promotional materials, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No representation or other affirmation of fact, including, without limitation, statements regarding capacity, suitability for use, or performance of the products, shall be deemed a warranty for any purpose or give rise to any liability of Beysis whatsoever.
17) MODIFICATION
We may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified term.
18) JURISDICTION
This Agreement is governed by the laws of New South Wales, Australia and you hereby irrevocably consent to jurisdiction of the state and federal courts located in New South Wales with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.
19) COMPLIANCE WITH LOCAL LAWS
- When you are conducting business in or taking orders from persons in any country, you will follow the laws of that country. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more of the European Union countries.
20) GENERAL
20.1) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
20.2) Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Beysis, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
20.3) Nonwaiver. Any failure by Beysis to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.
20.4) Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the AWIN.com Agreement, the provisions of this Agreement shall prevail.
20.5) Entire Agreement. This Agreement sets forth our entire agreement with respect to your participation in the Program.
20.6) Authority to bind. If this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not agree to these terms, do not participate in the Program(s).
