This Affiliate Program Agreement ("Agreement") is entered into between FeteFone LLC ("FêteFone") and you (the "Affiliate") and governs your participation in our Affiliate Program ("Affiliate Program"). This Agreement sets forth the terms and conditions under which you may participate in the Affiliate Program.
1. Definitions
1.1 "Affiliate Program" means our affiliate program as described in this Agreement.
1.2 "Affiliate Lead" means a customer prospect who clicks on the Affiliate Link that we have made available to you through the Affiliate Tool.
1.3 "Affiliate Link" means the unique tracking link you place on your site or promote through other channels.
1.4 "Program Policies" means the policies applicable to affiliates which we may make available to you from time to time.
1.5 "Affiliate Tool" means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
1.6 "Commission" means an amount described in the Affiliate Tool for each Customer Transaction.
1.7 "Customer" means the authorized actual user of the FêteFone Products who has made a purchase of FêteFone Products after being referred by an Affiliate Lead.
1.8 "Customer Transaction" means a transaction eligible for Commission under this Agreement.
1.9 "FêteFone" refers to FeteFone LLC, a company offering audio guest books through its website fetefone.com.
1.10 "Affiliate Marks" means the trademarks, service marks, and logos owned by FêteFone that may be used by the Affiliate as permitted in this Agreement.
1.11 "FêteFone Products" means the audio guest book products offered by FêteFone at fetefone.com, not including any gift cards or optional additions offered thereon.
2. Affiliate Acceptance
2.1 Application Review: Upon submission of your application to become an Affiliate, FêteFone will review your application and notify you of acceptance or rejection within thirty (30) days. If accepted, the terms and conditions of this Agreement will apply in full force and effect.
2.2 Enrollment Criteria: You may be required to complete certain enrollment criteria as set out in the Program Policies Page before your acceptance into the Affiliate Program is considered complete.
3. Customer Transactions
3.1 Affiliate Program Limits: Each Affiliate Lead will expire according to the information provided in the Affiliate Tool. FêteFone will pay you a Commission for each new Customer who completes a Customer Transaction after clicking on an Affiliate Lead made available by you.
3.2 Eligibility: To be eligible for Commission, an Affiliate Lead must be accepted and valid in accordance with the acceptance criteria set out in the Program Policies. An Affiliate Lead will be considered valid and accepted if, in FêteFone's reasonable determination, it is a new potential customer and is not a pre-existing customer or involved in FêteFone's active sales process. A Customer Transaction must have occurred, and the Customer must remain a customer for a specified period as stated in the Affiliate Tool, if any. FêteFone may choose not to accept an Affiliate Lead in its reasonable discretion. An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this Agreement has expired or terminated.
3.3 Commission Payment: In order to receive payment under this Agreement, you must have agreed to the terms of this Agreement, completed all necessary requirements in the Affiliate Tool, and have a valid and up-to-date payment method in the Affiliate Tool. You are not eligible to receive Commission if such compensation is disallowed by law, if the Customer objects to or prohibits such compensation, if the Customer has paid or will pay such commissions directly to you, if the Commission payment has been obtained by fraudulent means or in violation of any Program Policies, or if the Customer participates in any of FêteFone's other partner programs and is eligible to receive commission under any of these programs. FêteFone may discontinue Commission payments if any of the eligibility criteria fail to be met. FêteFone will determine the currency in which it pays the Commission. FêteFone will not pay more than one Commission payment on any given Customer Transaction. You are responsible for payment of all taxes and fees applicable to the Commission.
3.4 Refunded Transactions: Commissions may be reduced for any refunded transactions by deducting the corresponding Commission from your future Commission payments.
4. Trademarks
4.1 Grant of License: Unless you instruct FêteFone in writing to the contrary within 7 days of executing this Agreement, you grant FêteFone a nonexclusive, nontransferable, royalty-free right to use and display your Affiliate Marks in connection with the Affiliate Program and this Agreement.
4.2 Usage Requirements: You agree to use FêteFone's trademarks only as provided by FêteFone and in accordance with the usage requirements set forth in this Agreement or in the Program Policies. You must not use FêteFone's trademarks in a misleading or disparaging way or in violation of applicable law.
5. Proprietary Rights
5.1 FêteFone's Proprietary Rights: No license to any software is granted by this Agreement. The FêteFone Products are protected by intellectual property laws, and FêteFone retains all ownership rights in the FêteFone Products. You agree not to copy, rent, sell, or create derivative works based on FêteFone's content or Products.5.2 Customer's Proprietary Rights: The Customer retains the rights to access and use the FêteFone Products. Customer Data is owned by the Customer.
6. Advertising Practices
6.1 Advertising. You shall not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with FêteFone's own advertising, including, but not limited to, keywords that match or include FêteFone’s branded keywords, keywords listed in the Affiliate Tool or Program Policies or variations of any of the foregoing. You shall not participate in cookie stuffing or pop-ups, use false or misleading links, or attempt to mask the referring URL information. You shall not use your own Affiliate Link to purchase FêteFone Products for yourself. Furthermore, you shall not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data, using fake redirects or other tools or automation devices to generate leads, or offering incentives to encourage purchases or sign-ups. You shall not list FêteFone on any coupon or promo code aggregation site.
7. Confidentiality
7.1 Confidential Information: Each party agrees to protect the confidentiality of any confidential information disclosed by the other party in connection with this Agreement and to use such information only for the purposes of this Agreement.
8. Opt-Out and Unsubscribing
8.1 Compliance with Opt-Out Requests: You agree to comply promptly with all opt-out, unsubscribe, "do not call," and "do not send" requests.
9. Term and Termination
9.1 Term: This Agreement will remain in effect for as long as you participate in the Affiliate Program, unless terminated earlier in accordance with this Agreement.
9.2 Termination: Either party may terminate this Agreement on fifteen (15) days' written notice to the other party. FêteFone may also terminate this Agreement immediately for cause, including in the event of a material breach by the Affiliate.
9.3 Effects of Termination: Upon termination of this Agreement, you shall discontinue all use of FêteFone's trademarks and any related references to the Affiliate Program. Any valid Affiliate Leads and associated Commission payments will be honored within thirty (30) days after the date of such termination.
10. Indemnification
10.1 Indemnification: You agree to indemnify, defend and hold FêteFone harmless against any third-party claims, actions, or proceedings arising out of your participation in the Affiliate Program, including any claims related to the use of prospect data you provided or your noncompliance with this Agreement.
11. Warranties; Disclaimers; Limitations of Liability
11.1 Affiliate Warranties You represent and warrant that you have the necessary rights and permissions to participate in the Affiliate Program, that you will comply with applicable laws, and that you own or have rights to use the Affiliate Marks, and that you have the necessary rights to sublicense the Affiliate Marks to FêteFone in the manner described in this Agreement. You further represent and warrant that you will not engage in and deceptive, misleading, illegal or unethical marketing activities, and you will not purchase ads that compete with FêteFone's own advertising, as described in this Agreement. You further represent and warrant that you will comply, and will ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email or data protection), governmental regulations, ordinances, and judicial administrative orders. You will not engage in any activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the FêteFone Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the FêteFone Products to prohibited countries or individuals or permit use of the FêteFone Products by prohibited countries or individuals.
11.2 Disclaimer of Warranties: FÊTEFONE AND ITS AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE FÊTEFONE PRODUCTS, THE AFFILIATE PROGRAM, THE AFFILIATE TOOL OR THE PROGRAM POLICIES FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE FÊTEFONE PRODUCTS AND AFFILIATE TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. FÊTEFONE AND ITS AFFILIATED COMPANIES AND AGENTS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE FÊTEFONE PRODUCTS AND THE AFFILIATE TOOL, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
11.3 Limitation of Liability: IN NO EVENT SHALL FÊTEFONE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES. YOU AGREE THAT, IN ALL EVENTS, FÊTEFONE'S AGGREGATE LIABILITY TO YOU FOR ANY REASON SHALL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS EARNED BY YOU IN THE PRECEDING TWELVE MONTHS.
11.4 Affiliate Tool. FÊTEFONE AND ITS AFFILIATED COMPANIES DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, FÊTEFONE SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
12. Non-Competition
12.1 Non-Competition: You agrees that, during the term of this Agreement and for a period of two years following its termination (the “Restrictive Period”), you will not, directly or indirectly, in one or a series of transactions, either yourself or as an owner, partner, joint venturer, employee, agent, salesperson, contractor, officer, director or otherwise, for the benefit of yourself or any other person or entity, enter into, engage in the business of designing, manufacturing, or renting devices providing audio guest book and similar telephony services for weddings and other special events in the United States, Canada, the United Kingdom, the European Union, Ireland, South Africa, or Australia, or any other geographic location where FêteFone may begin to conduct its business during the Restrictive Period, without the prior written consent of FêteFone.
13. Non-Circumvention
13.1. Non-Circumvention: During the Restrictive Period, You shall not, directly or indirectly, in one or a series of transactions, as an individual or as a partner, joint venturer, employee, agent, salesperson, contractor, officer, director or otherwise, for the benefit of yourself or any other person or entity: (a) ask or advise any past, current, or prospective customer, supplier, or vendor of FêteFone to withdraw, curtail, cancel or refrain from doing business with FêteFone in any capacity; (b) ask, solicit, or otherwise induce any proprietor, partner, stockholder, lender, director, officer, employee, agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person that has a business relationship with FêteFone to discontinue, reduce or detrimentally modify such employment, agency or business relationship with FêteFone; or (c) employ, solicit, or attempt to employ or solicit for employment any person or agent who is at any time during the Restrictive Period an employee of, or otherwise retained by, the FêteFone.
14. General
14.1 Amendment; No Waiver: FêteFone may update and change this Agreement from time to time, including replacing them in their entirety. Any updates or changes will be communicated to the Affiliate through the Affiliate Tool, by email or by other electronic means. Failure to agree to the updated terms may result in termination of this Agreement. No delay or failure to exercise any right or remedy under this Agreement shall be deemed a waiver of such right or remedy.
14.2 Applicable Law: This Agreement shall be governed by the laws of the State of Maryland. Any legal action arising out of or related to this Agreement shall be brought in the state and federal courts in Maryland and both parties consent to such jurisdiction and waive any argument of forum non conveniens.
14.3 Force Majeure: Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
14.4 Survival: Certain provisions of this Agreement, including those relating to Commission and payment, proprietary rights, confidentiality, indemnification, disclaimers, and limitations of liability, shall survive the expiration or termination of this Agreement.
14.5 Data Processing and Protection: The parties shall process any Personal Data in accordance with applicable data protection laws.
14.6 Entire Agreement: This Agreement constitutes the entire agreement between FêteFone and the Affiliate, superseding all other proposals and agreements. Any additional or different terms proposed by the Affiliate shall be rejected.
14.7 Assignment: The Affiliate shall not assign or transfer this Agreement without FêteFone's prior written consent.
14.8 No Third Party Beneficiaries: This Agreement does not confer any rights or benefits on any third party.
14.9 Program Policies Page: The Affiliate's participation in the Affiliate Program is subject to the Program Policies made available by FêteFone from time to time.
14.10 No Licenses: This Agreement grants the Affiliate only the rights and licenses expressly stated herein.
14.11 Sales by FêteFone: This Agreement does not restrict FêteFone's right to sell its products directly or indirectly to any customers.15.12 Authority: Each party represents and warrants that it has the authority to enter into this Agreement and that it is binding upon such party.
14.13 Relationship of the Parties. The parties agree that no joint venture, partnership, employment, or agency relationship exists between them as a result of this Agreement.
14.14 Severability: If any part of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in effect to the fullest extent permitted by law.
14.15 Notices: Notices shall be sent to the contact addresses provided in our respective account information in the Affiliate Tool, and shall be deemed delivered upon receipt. We may give notices to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
14.16 English Language: This Agreement is written in English, and any translated versions are for convenience only. In case of any discrepancy, the English version shall prevail.
14.17 Interpretation: The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this Agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement’s effectiveness.
14.18 Counterparts. The parties may execute this Agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
14.19 Electronic Signatures. This Agreement, any agreements ancillary to this Agreement, and related documents entered into in connection with this Agreement shall be considered signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures shall be treated in all respects as having the same force and effect as original signatures in ink.By participating in the FêteFone Affiliate Program, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions of this Agreement.
