Ulike Affiliate Program Agreement
FOREWORD
Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality.
We would like to draw your attention from the very beginning that certain promotional methods, like bidding on our brand keywords in PPC campaigns, promoting unauthorized coupons, or advertising fake information are strictly prohibited and disqualify affiliates from earning commissions.
If you have any questions, please don't hesitate to let us know. We are strong believers in straightforward and honest communication. For quickest results please email us at EU.affiliates@ulike.com.
AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ULIKE. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the Ulike Affiliate Program. The purpose of this Agreement is to regulate linking between your media properties and our website, https://uk.ulike.com/. Please note that, throughout this Agreement, "we," "us," and "our" refer to the above-mentioned properties, and "you," "your," and "yours" refer to you, the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit your online application via Awin.com. We may reject your application at our sole discretion. We may decline your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes [Ulike] or any of their combinations, variations, or misspellings in the domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You 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 Ulike or any other affiliated business.
2.2. As a member of the Ulike Affiliate Program, you will have access to your Publisher Dashboard. Here, you will be able to review our Program’s details and find content, links, images, and coupons that you can use in your campaigns to refer your audience to our store. In order for us to accurately keep track of all guest visits from your site to ours, you must use the custom URLs and codes available through Awin for each banner, text link, or other affiliate links and banners we provide you with.
2.3. Ulike 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.
2.4. The 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 could enhance your performance.
2.5. It 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.
2.6. We strongly advise affiliates to stay compliant with the Federal Trade Commission (FTC) guidelines on testimonials and endorsements. All endorsements, reviews, testimonials on Ulike products and services, as well as relationships between your promotional properties and/or content and and our websites must be clearly disclosed in a separate policy on the affiliate media properties. The FTC points out that “when there exists a connection between the endorser and the seller of the advertised product” it is imperative that such connection is “fully disclosed”. The FTC deems the relationship in an endorser-sponsor light, and believes that the end user has the right to understand that one exists. We share the undergirding idea of this approach, and strongly encourage our affiliates to adhere to the FTC’s rules. We also reserve the right to terminate a relationship with any non-compliant affiliates.
3. Ulike Rights and Obligations
3.1. We 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 Ulike Affiliate Program.
3.2. Ulike reserves the right to terminate this Agreement and your participation in our Affiliate Program immediately and without notice to you should you fail to comply with your hereby described obligations, commit fraud, or resort to unallowed promotional practices including but not limited to:
* Bidding on or using TM+ terms in paid ad campaigns or website and social media channel names
* Suggesting that you sell or organize any Ulike products or activities or that you are in any way associated with Ulike otherwise than as a member of our affiliate program.
* Promoting discount codes and offers not made available to you through our Awin affiliate program or publicly on our websites.
* Making false claims referring to our products and services.
3.3. This 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 Awin automatic notifications. 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 Ulike Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Ulike Affiliate Program following the publishing of the change notice or new Agreement in the affiliate network will indicate your agreement to the changes.
6. Payment
The Ulike website use a third party to handle all of the tracking and payment. The third party is the Awin.com affiliate network. Kindly review the network’s payment terms and conditions.
7. Promotion Restrictions
You are free to promote your own websites but, naturally, any promotion that mentions any Ulike products, websites, or services could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited and will be excluded from commissions. These include:
7.1 Email spamming or unsolicited commercial email (UCE).
You may use mailings to customers to promote Ulike products so long as the recipient is already a customer or subscriber of your services, websites, or social media accounts, and recipients have the option to remove themselves from future mailings.
7.2 Postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once, especially when group rules and requirement prohibit advertising. You may post to newsgroups to promote Ulike products so long as the news group specifically welcomes commercial messages.
7.3 Advertising our products, services, or websites in a deceitful way that effectively conceals or misrepresents your identity, your domain name, or your return email address. At all times, you must clearly represent yourself and your websites as independent from ours.
7.4 Bidding in Pay-Per-Click campaigns on branded keywords such as [Ulike] and any misspellings or variations of these - be it in "TM" or "TM+" manner.
7.5 Using our branded keywords in the names or addresses of websites and/or social media accounts/pages/groups. Keywords include but are not limited to [Ulike] [Ulike coupons], [Ulike deals], [Ulike reviews], or misspellings or variations of these.
7.6 Promoting unauthorized discounts or offers. You may ONLY advertise coupon codes, discounts, and offers that are provided to you through the affiliate program or that are publicly available on our websites. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the program. You may NOT advertise coupon codes obtained from any non-affiliate marketing channel, including coupon codes from our email, paid search, offline campaigns, or any other non-affiliate advertising campaigns. You may NOT give the appearance that any ongoing offer requires clicking from your website in order to be redeemed.
7.7 Fraud and parasitism. Affiliates shall not in any way interfere with the buyer’s journey from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited our websites. While we are open to partnerships with shopping aps, browser extensions, online wallets, and other similar providers, any instances where the affiliate forcefully implements cookies in the shopper’s browser, forces clicks or redirections from one URL to another will be considered a violation of our affiliate program terms and bring about the affiliate’s removal from the program. The hereby stipulations apply to any application or service 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, AOL, and any other similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open our websites; (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.
7.8 Unauthorized reselling of Ulike products. We may partner with resellers but only after carefully reviewing their stores and business principles. If you wish to resell our products or services, please contact us at EU.affiliates@ulike.com. Unauthorized reselling is strictly prohibited.
Important: Affiliates found to breach the terms listed above and resort to any of the above-restricted promotional methods will be removed from the affiliate program and have any commissions earned by violating our program terms reversed.
8. Grant of Licenses
8.1. 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 the Ulike Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Ulike and the goods associated therewith will inure to the sole benefit of Ulike.
8.2. 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.
9. Disclaimer
ULIKE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PRODUCTS, SERVICES, AND WEBSITES OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF ULIKE PRODUCTS’ 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.
10. Representations and Warranties
You represent and warrant that:
10.1. This 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;
10.2. You 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;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
11. 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 ULIKE’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.
12. Indemnification
You hereby agree to indemnify and hold harmless Ulike and our 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.
13. 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.
14. Miscellaneous
14.1. You 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 Ulike. 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.
14.2. Neither 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.
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of China without regard to the conflicts of laws and principles thereof. Any legal action or proceeding with respect to this Agreement or any document related shall be brought only in a Hong Kong Court.
14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
14.7. If 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.
