SWEETV Affiliate Marketing Program AgreementThis Affiliate Marketing Program Agreement ("Agreement") contains the terms and conditions applicable to your participation in the SWEETV Affiliate Marketing Program ("Program").Please read this Agreement carefully. By participating in the Program, you represent that you ("Affiliate" or "You" or "Your") have read, fully understood, and agree to the terms of this Agreement with SWEETV, Inc. (doing business as sweetv.com). Additionally, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. If you do not agree to these terms, please do not participate in the Program.1. RegistrationTo apply to join this Program, you must first register as an affiliate with Awin network ("Awin") and agree to Awin’s Affiliate Service Agreement ("Awin Agreement"), the terms of which are incorporated herein by reference. You can apply to participate in the Program by providing all information requested by Awin and accepting the terms of this Agreement. Upon receiving your application, we will review your website and notify you whether you have been accepted or rejected for our Program. We reserve the right to accept or reject your application at our sole discretion; however, if you believe we have made an error in our decision, feel free to contact us. Including all websites you use in your profile will help us make a better decision. If your application is accepted, you may receive discounts and affiliate commissions offered by the Program as long as this Agreement is not terminated.2. Website RestrictionsYour participating website ("Your Website") may not:a. Infringe on our or any third party's intellectual property rights, publicity rights, privacy rights, or other rights.b. Violate any laws, rules, or regulations.c. Contain any threats, harassment, defamation, obscenity, or content harmful to minors, or contain material that is pornographic or sexually suggestive.d. Contain any viruses, trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage, interfere with, intercept secretly, or expropriate any system, data, or personal information.e. Contain software or use techniques to intercept, divert, or redirect internet traffic to or from any other website, or potentially transfer affiliate commissions from other websites.f. Mislead consumers about the products or services available on Your Website or the SWEETV website (located at www.sweetv.com).3. Linking to Our WebsiteUpon acceptance into the Program, you will receive links through the Awin affiliate platform. Your acceptance into our Program means you agree to comply with the following:a. You will only use the linking codes obtained from the Awin affiliate platform and will not modify them in any way.b. All domains using your affiliate links must be listed in your Awin affiliate profile.c. Your Website may not copy, resemble, or mimic the look and feel of the SWEETV website in any way. You may not create the impression that your site is the SWEETV website or any part of it, including framing the SWEETV website in any way.d. You may not use cookie stuffing or include pop-ups, false, or misleading links on Your Website. Additionally, do not attempt to obscure referring URL information (i.e., click source page).e. You may not create any links that lead customers to a target site that is not clearly suggested by the originating site content.f. You may not create tracking links that include other affiliate programs ("Other Affiliate Programs"). Affiliates may participate in the Program or other affiliate programs, but each link must be specific and limited to one program. By participating in this Program, you agree not to seek commissions or credits from both the Program and our other affiliate programs for the same user.g. You may not use your affiliate link to claim commissions for your own purchases on sweetv.com.4. Pay-Per-Click (PPC) GuidelinesIf you have registered for the Program and are participating in PPC advertising, you must comply with the following PPC guidelines:You may not bid on our trademarks, including any variations or misspellings, in any search or content-based advertising on Google, MSN, Yahoo, or any other network.a. You may not use our trademarks in conjunction with any other keywords.b. You may not use our trademarks in the ad title, ad copy, display name, or display URL.c. You may not link directly from any PPC ad to the SWEETV website or use redirection that results in the same outcome. Affiliates must direct traffic to the actual pages on their websites.d. You may not bid in a manner that places you above SWEETV in the search results for any auction-based PPC ad program in positions 1-5.If you automate your PPC campaigns, you are responsible for excluding our trademarks from your PPC advertising, and we strongly recommend you add our trademarks as negative keywords. We have a strict zero-tolerance policy for bidding on our trademarks in PPC. If you engage in PPC trademark bidding, we may terminate your participation in the Program immediately.5. TrademarksUpon acceptance into the Program, SWEETV grants you a limited, non-exclusive, revocable, royalty-free right to use SWEETV’s trademarks solely in connection with your participation in the Program, provided that you do not: (a) use the trademarks in any way to convey or imply any sponsorship or other connection between SWEETV and you, other than your participation in the Program; (b) damage or harm the trademarks or any goodwill associated therewith. All promotional materials you use that include the trademarks must be approved in writing by SWEETV in advance. Except for the limited license provided in this Agreement, SWEETV retains all rights, title, and interest in and to the trademarks and any associated goodwill. All use of the trademarks shall inure to the benefit of SWEETV. You shall not directly or indirectly acquire any rights or licenses in or to the trademarks, except as expressly provided for in this Agreement. If you violate any terms of this Agreement, your rights to use the trademarks shall terminate immediately. For the purposes of this Agreement, "trademarks" refers to "SWEETV," "sweetv.com," and any other names, logos, trade names, service marks, trade dress, design marks, brands, copyrights, and other copyrightable subject matter that SWEETV may notify you of from time to time as trademarks in the meaning of this Agreement.6. Coupon GuidelinesIf you are registered in our Program and your website promotes coupon codes, you must adhere to the following coupon guidelines:You may only promote coupon codes provided to you through the Program or displayed on the SWEETV website. Publishing any information on how to circumvent coupon/promotion requirements will result in your removal from the Program. Coupons must display in full, including complete discounts, valid expiration dates, and codes.a. You may not use any technique to obscure coupon codes and generate affiliate clicks through revealing codes.b. You may not promote coupon codes obtained from our non-affiliate advertisements, customer emails, paid searches, or any other advertising campaigns.c. You may not give the impression that any ongoing offer requires a click from your website to redeem it.7. Domain NamesUsing our trademarks as part of a domain name or subdomain on your website (e.g., sweetv.website.com or www.sweetv-coupons.com) is strictly prohibited.8. Advertising and PromotionUpon acceptance into the Program, SWEETV grants you a non-exclusive, non-transferable license ("License") to use certain banners, button links, text links, and/or other graphic or textual materials ("Promotional Materials") on Your Website. The License will end upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program, nor operate a sub-affiliate program. SWEETV may provide you with Promotional Materials that may be displayed and used on Your Website, provided that the manner of display complies with the following requirements:a. You may only use the Promotional Materials to promote the SWEETV website (and the products available thereon) and link to the SWEETV website.b. You may only use the links provided to you by SWEETV.c. You may not change, add, delete, or otherwise modify the Promotional Materials prepared by SWEETV without prior written consent from SWEETV. If you wish to change or modify the Promotional Materials in any way, you must obtain SWEETV's written consent in advance.You may not create, publish, distribute, or print any written materials mentioning our Program unless you comply with the following requirements:d. Comply with the 2003 CAN-SPAM Act (Public Law 108-187) regarding the distribution of any written materials.e. Emails must be sent in your name and may not imply that the email is sent on behalf of SWEETV.f. Emails and any related written materials must be submitted to SWEETV for approval prior to being sent, or SWEETV must receive a copy of the email.9. Order Cancellation and Communication PolicySWEETV takes pride in its very low cancellation rate, which is due to open communication with our affiliates. However, we reserve the right to cancel orders due to order cancellations, duplicate tracking, returns, dispute fees, and violations of the Program outlined in this Agreement. Additionally, if we request clarification or more information regarding any orders or clicks that we suspect may violate this Agreement, we expect you to respond promptly and honestly. The following are violations of our communication policy:a. You are not forthcoming, intentionally vague, or found to be lying.b. You fail to respond within a reasonable time and do not provide information after multiple attempts to contact you.c. You cannot provide clear and verifiable evidence of the source of your traffic.If any of the above apply, we reserve the right to cancel orders, set your commissions to 0%, or suspend your participation in the Program. We understand that many violations are the result of automated processes; however, it is your responsibility to ensure that you have appropriate checks and balances in place to proactively address these issues and comply with our Program.10. Intellectual PropertySWEETV reserves all rights, title, and interest in and to the Promotional Materials and trademarks, including all copyrights, trademarks, or other intellectual property rights therein. Nothing in this Agreement shall be construed as granting you any rights, title, or interest in or to the Promotional Materials or any underlying intellectual property rights, except for the rights to use the Promotional Materials as provided in Section 8.11. Relationship of PartiesThis Agreement shall not be construed to create any employment, agency, or partnership relationship between SWEETV and you. You shall provide services to SWEETV as an independent contractor. You have no authority to bind SWEETV to any agreement, nor shall you be considered an agent of SWEETV.12. Affiliate CommissionsUpon acceptance into the Program, you will be eligible to earn affiliate commissions ("Commissions") for successful completion of qualifying purchases. A "Qualifying Purchase" occurs when a customer (other than you) clicks through your link to the SWEETV website and successfully completes a purchase, and SWEETV receives and retains payment. For a purchase to qualify, it must be completed by a customer located in the United States. The current commission rate will be listed in your Awin affiliate program on the Awin platform. SWEETV reserves the right to modify commission rates at any time at its sole discretion. SWEETV is responsible for authorizing commission payments, and Awin will be solely responsible for fulfilling and transferring all commission payments in accordance with the Awin Agreement. SWEETV has the right to withhold, deduct, and offset any amounts owed to SWEETV from any payments made to you under this Agreement, whether related to this Agreement (including any breach by you thereof) or otherwise.13. DisclaimerYou acknowledge that you have not relied on any guarantees related to the Program, except for the express statements in this Agreement. In no event shall SWEETV be liable to you for any indirect, punitive, incidental, consequential, special, or exemplary damages (including, but not limited to, loss of income or goodwill, profits, or business losses and costs related to the procurement of substitute goods or services) arising from any cause of action, whether in contract, tort, strict liability, or other legal or equitable theory, even if advised of the possibility of such damages. In no event shall SWEETV’s liability to you or any third party arising from this Agreement or the Program exceed the total commission fees paid to you under this Agreement. SWEETV does not guarantee or warrant any results from participation in this Program. All products, programs, and promotional materials provided under this Agreement are provided "as is" without any warranty. You acknowledge that these disclaimers are a fundamental basis of this Agreement, without which SWEETV would not enter into this Agreement. SWEETV disclaims all express, implied, or statutory warranties (to the extent permitted by law), including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No representations or other facts, including, but not limited to, representations regarding the ability, suitability, or performance of the products, programs, and promotional materials, shall be deemed to be warranties or give rise to any liability on the part of SWEETV.14. IndemnificationYou shall indemnify and hold SWEETV harmless from any claims, damages, lawsuits, actions, complaints, or other costs arising from your participation in the Program or violation of this Agreement. You shall also indemnify and hold SWEETV harmless from any damages, losses, or other costs arising from your use or misuse of the trademarks or promotional materials.15. ConfidentialityAny non-public information you encounter during your participation in the Program shall be considered "Confidential Information." You shall not disclose any Confidential Information to any person or entity, except as required by law, without the prior written consent of SWEETV. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.16. TerminationYour eligibility to participate in the Program shall begin upon SWEETV’s acceptance of you as an affiliate and shall end upon termination by either party. Either party may terminate this status at any time for any reason. Upon termination, you shall make every effort to immediately remove all codes and links, all references to SWEETV on your website, and cease using any promotional materials, trademarks, or any other items obtained through the Program. According to Section 13, upon termination for any reason, your only right to compensation shall be for commissions earned from qualifying purchases that occurred prior to termination. SWEETV reserves the right to terminate the Program at any time without notice.17. Compliance with LawsDuring your participation in the Program, you shall comply with all applicable laws, rules, and regulations, including but not limited to the following laws, rules, and regulations related to marketing and promotion:a. The 2003 CAN-SPAM Actb. Section 5 of the FTC Actc. FTC rules regarding advertising disclosuresTo comply with FTC rules regarding advertising disclosures, you must include a disclosure statement on all pages/posts where you publish affiliate links, indicating that you are being compensated for your reviews or promotions. This must also be clearly stated if you received the product from us or our designated affiliate management team for review.18. ModificationsWe may modify these terms and conditions at any time at our sole discretion. If you do not agree to any modifications, your sole remedy is to terminate this Agreement. You agree that if you continue to participate in the Program after the modifications are posted, your continued participation constitutes acceptance of the modified terms.19. Governing Law; JurisdictionThis Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws principles. You hereby irrevocably consent to the jurisdiction of the state and federal courts located in Orange County, California, for any litigation arising out of this Agreement. You may not bring any lawsuit, action, proceeding, or claim arising out of this Agreement in any court other than those specified herein.20. Social MediaPromotion on Facebook, Twitter, and other social media platforms follows these general guidelines:You may promote offers to your list; more specifically, you may use your affiliate link on your Facebook, Twitter, etc. pages. For example, you can post: “25% off at SWEETV, valid through Wednesday with code SWEETV25.”You are prohibited from posting your affiliate links on SWEETV’s Facebook, Twitter, Pinterest, or other company pages in an attempt to convert those links into affiliate sales.21. Operations Outside the U.S.If you conduct business in other countries or accept orders from individuals outside the U.S., you are responsible for complying with all applicable laws and regulations in those jurisdictions.
