MIAMIMD SPECIAL TERMS AND CONDITIONS
These Terms and Conditions for the Awin Performance Marketing Network (“Awin”) are entered into between MiamiMD, LLC (“MiamiMD”) and the party participating in the Awin Network (“Publisher” or “You”) and shall govern your use of the MiamiMD Affiliate Program. These Terms and Conditions are in addition to any agreement you may have entered into with Awin (collectively with these Terms and Conditions, the “Agreement”).
APPLICATION AND APPROVAL: By submitting an application to participate in MiamiMD’s affiliate program via Awin, you represent and warrant that: (i) the information in your application is truthful; (ii) you have the right, power, and authority to enter into the Agreement; and (iii) the execution of this Agreement will not violate any agreement to which you are a party or are otherwise bound. MiamiMD will review and evaluate applications for suitability; however, MiamiMD reserves the right to accept or reject any application for any or no reason.
SUB-AFFILIATES: Promoting MiamiMD via sub-affiliates is strictly prohibited unless you receive prior written permission from MiamiMD to use a certain sub-affiliate. In the event MiamiMD approves use of a sub-affiliate, you agree to be responsible for ensuring such sub-affiliate complies with the Agreement. In the event a sub-affiliate is found to be in violation of the Agreement, the commission earned during the period of the violation will be withheld and MiamiMD may terminate your account.
LIMITED LICENSE: In the event your application is approved, MiamiMD grants you a limited, nonexclusive, revocable, non-transferable license to display MiamiMD’s artwork, text, trademarks, copyrighted material and corresponding links to MiamiMD products (collectively, the “MiamiMD Material”) that are made available to you on the Awin Network. You agree that you will not alter, edit, or modify the MiamiMD Material in any way without the express written permission of MiamiMD. You may only display the MiamiMD Material on approved websites and you agree that you will not use the MiamiMD Materials in any way that would be disparaging of MiamiMD. You agree to remove any outdated MiamiMD Material and update your website with new material upon MiamiMD’s request. Furthermore, you agree to not copy or design your website to be confusingly similar to MiamiMD’s website(s). MiamiMD may revoke this license at any time for any or no reason upon notice by MiamiMD to you, and you agree to immediately cease using all MiamiMD Material upon receipt of such notice.
TRADEMARK AND PAID SEARCH POLICY: Bidding on MiamiMD’s trademarks, brand names, trade names, or service marks, including any variations or misspellings thereof, (the “MiamiMD Marks”) is prohibited. You may not advertise or bid on any MiamiMD Marks for search or content based campaigns on Google, Yahoo, Bing, MSN, Facebook, or any other network. You agree to not use the MiamiMD marks in your display URL and to avoid using language such as “Official Store” or “Official Site” to describe your website in connection with the MiamiMD Material and Marks. Any violations of this section shall result in immediate termination of your account and forfeiting of any commissions earned in relation to the violation.
ADVERTISING AND MARKETING: You may only market the MiamiMD products on pre-approved website(s). If you want to advertise on other channels, such as on social media or email (SEO is always prohibited), you may do so with MiamiMD’s express written permission. However, you are prohibited from posting any affiliate links on MiamiMD owned and operated social media properties. You agree to advertise the MiamiMD products in compliance with all applicable local, state, and federal laws and regulations.
INDEMNIFICATION: You agree to indemnify, defend, and hold harmless MiamiMD, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, and expenses arising from or relating to: (i) your breach of this Agreement or any applicable law; (ii) violations of any third-party’s intellectual property rights; or (iii) your improper use of the MiamiMD Material.
MISCELLANEOUS: These Terms and Conditions are governed by and construed in accordance with the laws of California and the parties agree to submit to the personal jurisdiction of the state and federal courts of San Diego, California. You may not assign this Agreement without the prior written consent of MiamiMD. These Terms and Conditions may be modified by MiamiMD from time to time, in its sole discretion, by posting a notice or new Agreement on the Awin Platform and the new Terms and Conditions shall be effective immediately upon such notice or posting.
