Welcome to the Cerule Affiliate Program.At Cerule we - speak the truth, work hard, and care deeply about our customers. We want you to be successful and we want Cerule to be successful. We will treat you with the fairness and respect you deserve. We ask that you do the same. We have written the following affiliate agreement in plain English, with you in mind, as well as to protect our company’s good name.
If you have any questions, please let us know. We believe in open and honest communication. For quickest results, please email us atCaringCrewUS@cerule.comor call us at 949-220-2622.
PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CERULE INTERNATIONAL LLC (hereinafter referred to as “Cerule”)
BY SUBMITTING THIS ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTAND AND
AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Cerule’s Affiliate Program. The purpose of this Agreement is to participate in Cerule’s affiliate program. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Cerule, and “you,” “your,” and “yours” refer to the affiliate.
2. Affiliate Obligations
2.1To begin the enrollment process, you will complete and submit the online application at Cerule.com. The fact
that we auto-approve applications does not imply that we may not re-evaluate your application at a later time.
We may reject your application at our sole discretion. We may cancel your application if we determine that your
site is unsuitable for our Program, including if it:
2.1To begin the enrollment process, you will complete and submit the online application at Cerule.com. The fact
that we auto-approve applications does not imply that we may not re-evaluate your application at a later time.
We may reject your application at our sole discretion. We may cancel your application if we determine that your
site is unsuitable for our Program, including if it:
2.2Makes any unlawful claims as to product efficacy, health conditions, illnesses, diseases and/or cures.
2.3Promotes sexually explicit materials
2.4Promotes violence
2.5Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.6Promotes illegal activities
2.7Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other
intellectual property rights or to violate the law
2.8Includes “Cerule” or variations or misspellings thereof in its domain name
2.9Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or
otherwise objectionable to us in our sole discretion.
2.10Contains malicious software code or code that potentially enables diversions of commission from other affiliates
in our program.
2.11You may not create or design your website or any other website that you operate, explicitly or implied in a
manner which resembles our website nor design your website in a manner which leads customers to believe you
are Cerule or any other affiliated business.
2.12As a member of Cerule’s Affiliate Program, you will have access to the Affiliate Dashboard. Here you will be able
to review our Program’s details, download HTML code (that provides links to web pages within the Cerule web
site), track your commissions, browse and get approved marketing collateral, and details of promotions. In order
for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we
provide for each banner, text link, or other affiliate link we provide you with.
2.13Cerule reserves the right, at any time, to review your placement and approve the use of Your Links and require
that you change the placement or use to comply with the guidelines provided to you.
2.14The maintenance and the updating of your site will be your responsibility. 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 may be necessary.
2.15It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site.
You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or
any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another
person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
3. Cerule Rights and Obligations
3.1We have the right to monitor your site at any time to determine if you are following the terms and conditions of
this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that
your links to our web site are appropriate and to notify further you of any changes that we feel should be made.
If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your
participation in the Cerule Affiliate Program.
3.2Cerule reserves the right to terminate this Agreement and your participation in the Cerule Affiliate Program
immediately and without notice to you should you commit fraud in your use of the Cerule Affiliate Program or
should you abuse this program in any way. If such fraud or abuse is detected, Cerule shall not be liable to you for
any commissions for such fraudulent sales.3.3This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless
terminated hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice.
Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any
breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you
will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and
Cerule’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement.
Your continued participation in Cerule’s Affiliate Program following the posting of the change notice or new Agreement
on our site will indicate your agreement to the changes.
6. Payment
Cerule pays commissions via its CerulePay.com platform. You will need to activate your CerulePay account to access
your commissions.
7. Access to Affiliate Dashboard
You will create a password so that you may enter Cerule’s secure affiliate dashboard. From there you will be able to
receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1You are free to promote your own web sites, but naturally any promotion that mentions Cerule could be
perceived by the public or the press as a joint effort. You should know that certain forms of advertising are
always prohibited by Cerule. For example, advertising commonly referred to as “spamming” is unacceptable
to us and could cause damage to our name. Other generally 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. In addition, you may not advertise in any way that effectively conceals or misrepresents
your identity, your domain name, or your return email address. You may use mailings to customers to promote
Cerule so long as the recipient is already a customer or subscriber of your services or web site, and recipients
have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote
Cerule so long as the news group specifically welcomes commercial messages. At all times, you must clearly
represent yourself and your web sites as independent from Cerule. If it comes to our attention that you are
spamming, we will consider that cause for immediate termination of this Agreement and your participation in the
Cerule Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to
such unacceptable advertising or solicitation.
8.2Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as
Cerule, StemEnhance, PlasmaFlo, CyActiv, CollagenActiv, www.cerule, www.cerule.com, and/or any misspellings
or similar alterations of these – be it separately or in combination with other keywords – and do not direct the
traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark
violators, and will be banned from Cerule’s Affiliate Program. We will do everything possible to contact the
affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program
without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3Affiliate shall not transmit any so-called “interstitials,” “ParasitewareTM,” “Parasitic Marketing,” “Shopping
Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups
and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the
consumer has fully exited Cerule’s site (i.e., no page from our site or any Cerule’s content or branding is visible
on the end-user’s screen). As used herein a. “ParasitewareTM” and “Parasitic Marketing” shall mean an application
that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission
tracking cookies through any other means than a customer initiated click on a qualifying link on a web page
or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups,
commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where
a user would under normal circumstances have arrived at the same destination through the results given by
the search (search engines being, but not limited to, Google, Bing, Yahoo, Duck Duck Go, and similar search or
directory engines); (c) set commission tracking cookies through loading of Cerule site in IFrames, hidden links
and automatic pop ups that open Cerule’s site; (d) targets text on web sites, other than those web sites 100%
owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the
visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the
owner of the application.
9. Grant of Licenses
9.1 We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML 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 Cerule’s Affiliate Program. You agree that all uses of the Licensed Materials
will be on behalf of Cerule and the good will associated therewith will insure to the sole benefit of Cerule.
9.2 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 a 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 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. Disclaimer
CERULE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING CERULE SERVICE AND
WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF CERULE ABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR
ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1This 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;
11.2You have the full right, power, and authority to enter into and be bound by the terms and conditions of this
Agreement and to perform your obligations under this Agreement, without the approval or consent of any
other party;
11.3You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12.Limitations of Liability
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 Cerule’S 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.
13. Indemnification
You hereby agree to indemnify and hold harmless Cerule, 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 other 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, content therein not attributable to us.
14. 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 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 express written permission of the disclosing party.
15. Miscellaneous
15.1You agree that you are an independent contractor, and nothing in this Agreement will create any partnership,
joint venture, agency, franchise, sales representative, or employment relationship between you and Cerule.
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 Site or any other of Your Site or otherwise, that reasonably would contradict
anything in this Section.
15.2Neither party may assign its rights or obligations under this Agreement to any party, except to a party who
obtains all or substantially all of the business or assets of a third party.
15.3This Agreement shall be governed by and interpreted in accordance with the laws of the State of California
without regard to the conflicts of laws and principles thereof.
15.4 You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements
and communications of the parties, oral or written.
15.6The headings and titles contained in this Agreement are included for convenience only, and shall not limit or
otherwise affect the terms of this Agreement.
15.7If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or
limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of
this agreement shall have full force and effect.
