Dzinly
Program Terms
DZINLY LLC. AFFILIATE PROGRAM AGREEMENT
By engaging with Dzinly LLC.’s affiliate program, you agree to the terms and conditions outlined within this document.
RECITALS
a. The name of this affiliate program is the Dzinly LLC Affiliate Program (the “Affiliate Program”).
b. The Recipient represents and warrants to the Owner that the Recipient has read and understands the Owner’s Privacy Policies located at https://www.dzinly.com/privacy-policy and agrees to the terms set forth therein.
c. For purposes of this Agreement, the term “the Recipient” or “Recipient” refers to the individual or legal entity who applies for and is accepted into the Affiliate Program. The term “the Owner” refers to the sponsor of the Affiliate Program. The term “the Owner’s website” refers to the website that the Owner maintains at www.dzinly.com. The term “the Recipient’s website” refers to the website or websites, as well as the social media accounts, email campaigns and other marketing channels associated with the website(s), on which the Recipient agrees to place a link to the Owner’s website. “Services” means all products and services that is offered by the Owner for sale through the Owner’s website.
1. AFFILIATE PROGRAM REGISTRATION
To register for the Affiliate Program, the Recipient opt in and agree to these terms and conditions.
2. TERMINATION AFTER ACCEPTANCE
Even after Dzinly LLC has accepted the Recipient as an Affiliate Program member, Dzinly LLC reserves the absolute right to rescind or terminate the Recipient’s affiliate status for any reason in its sole and absolute discretion, including but not limited to the following:
(i) if the Recipient’s website contains images or content that is not acceptable to Dzinly LLC or is inconsistent with the image that Dzinly LLC wishes to create in association with the Dzinly LLC’s website,
(ii) if the Recipient’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, or racially or ethnically objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, or religious preference, or
(iii) if the Recipient’s site contains any material that appears to Dzinly LLC to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
3. FINANCIAL RESPONSIBILITIES
The Recipient will be fully responsible for all costs and expenses of maintaining and marketing the Affiliate Program, including but not limited to all costs associated with the creation, hosting, modification, and improvements to the Recipient’s website, costs of search engine placement and other Internet marketing, costs of inserting the Dzinly LLC’s links into the Recipient’s website, offline marketing costs, postage costs, and all other related costs and expenses, and the Recipient hereby holds Dzinly LLC harmless from or against the same.
4. NO REPRESENTATIONS REGARDING INCOME POTENTIAL
Dzinly LLC makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Recipient affiliate status.
5. RESPONSIBILITY TO LINK TO DZINLY LLC'S SITE
a. As an Affiliate Program member, the Recipient will have the obligations to place links on its site directing users to Dzinly LLC's site. Dzinly LLC will make available to the Recipient button links, text links, and banner advertisements to be placed on the Recipient’s website which will direct users to Dzinly LLC's website via hypertext link. As an Affiliate Program member, the Recipient is given a non-exclusive, limited term license, during the term of the Recipient’s active participation as an Affiliate Program member, to utilize Dzinly LLC's logo images provided to the Recipient on the Recipient’s website.
b. Dzinly LLC makes available to its Affiliates, links, banners, and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary property. The Recipient may display these materials on the Recipient’s website for the purpose of promoting Dzinly LLC's site and participating in this Affiliate Program. If the Recipient discontinues the Affiliate Program or if the Recipient’s participation is terminated for any reason, the Recipient will immediately cease using these materials and will delete all such materials from the Recipient’s website and from each of Recipient’s computer(s). The Recipient must obtain Dzinly LLC's approval of all links to Dzinly LLC's site that the Recipient places on the Recipient’s website. The Recipient will cooperate with Dzinly LLC in the establishment and placement of links on the Recipient’s website.
c. The Recipient will only be permitted to use the links that Dzinly LLC provides to the Recipient on the website or websites that the Recipient designates. Any additional websites or entities will require prior written approval by Dzinly LLC.
d. The Recipient will not modify the links or other materials that Dzinly LLC provides to the Recipient or the placement of the links on the Recipient’s page. The Recipient consents to Dzinly LLC monitoring the Recipient’s website to determine continued compliance with this Agreement.
e. The Recipient consents to Dzinly LLC including information relative to traffic from the Recipient’s site in Dzinly LLC's reports. This information may be provided to outside parties.
f. The Recipient may not place links to Dzinly LLC's website or website content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources.
6. ANTI-SPAM POLICY
Dzinly LLC strictly forbids the use of unsolicited commercial email (UCE) or SPAM campaigns. Dzinly LLC maintains a “Zero-Tolerance” policy against SPAM, be it direct, a third party or any affiliate of the Recipient or similar agent acting on the Recipient's behalf. As such, Dzinly LLC reserves the right to terminate any violating Recipient’s account or any part thereof, without notice or compensation. Any Recipient found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to recipients that do not want the information or any other abuse contravening UCE legislation will be met as follows:
a. The Recipient’s Affiliate Program account will be closed immediately, without burden of notice or compensation.
b. Our Privacy Policy becomes null, and all pertinent information will be provided to any investigating authorities or anti-Spam organizations.
7. CUSTOMER SERVICE
a. Dzinly LLC will be responsible for handling all customer inquiries, orders, customer billing and collection, services relative to customers that enter Dzinly LLC’s site through the links from the Recipient’s site. Pricing of Dzinly LLC’s services is solely within its discretion, and Dzinly LLC reserves the right to change the pricing structure, terminate any special offers, discontinue services, or change the terms under which services are offered at any time, without any advanced notice to the Recipient or users accessing Dzinly LLC’s site. Dzinly LLC’s sole responsibility to the Recipient in this regard is to track customer orders that occur through links from the Recipient’s website and provide reports to the Recipient of the referral fees due to the Recipient as a result thereof. All such reports shall be unaudited. Dzinly LLC will have no obligation to provide the Recipient with any specific information relative to any customer, regardless of whether they access Dzinly LLC’s site through the link from the Recipient’s site.
b. Dzinly LLC is not liable for failing to allocate any sales or referral fees to the recipient if this failure is due to improper formatting of the link from the recipient's website. The recipient must ensure that the link is correctly formatted at all times and should promptly report any issues to Dzinly LLC.
8. COMPENSATION
a. The recipient will receive referral fees based on a percentage of sales generated by users who visit the Owner’s site through the Recipient’s site. Referral fees will be determined by the gross sales price, excluding special service fees (services upgrades and extras), late charges, collection costs, and any other payment to the Owner unrelated to the purchase price of the services. Referral fees will not cover amounts attributed to credit card fraud, customer credits or bad debt write-offs. The Owner reserves the right to make deductions in subsequent months for any overpaid referral fees related to services that are subsequently refunded, or for other reasons if the previous monthly referral fee was overpaid or later subject to reduction.
b. Dzinly LLC reserves the right to modify the referral fee rate structure at any time, at its sole discretion.
c. Referral fees will only be paid for sales tracked through the Owner’s online tracking system, indicating the Recipient’s website as the original source, and occurring within 30 calendar days of the most recent visit to the Owner’s site through the Recipient’s website. No referral fee is due if:
(i) a user makes a purchase outside of this 30-day period or
(ii) a user returns to the Owner’s site through a link or source other than the Recipient’s website and makes a purchase.
All sales made within 30 calendar days of the most recent visit to the Owner’s site through the Recipient’s website will:
(i) be tracked in the Owner’s online tracking system and
(ii) contribute to referral fee calculations.
e. The recipient will receive referral fees on a monthly basis, approximately 45 days after the end of the previous month for amounts received by Dzinly LLC during that month. Dzinly LLC does not guarantee a specific date for the calculation of referral fees or payments. If the affiliate program is through a third party platform, Dzinly LLC will abide by the payment terms of that platform to which it has agreed to offer affiliate services through.
9. CUSTOMERS’ ORIGINS
All individuals who make purchases through Dzinly LLC's website, regardless of whether they accessed the site through a link from the Recipient's website, are considered Dzinly LLC's customers and not the Recipient's customers in relation to Dzinly LLC's services. Dzinly LLC retains the right to contact these customers and send them future marketing offers. The Recipient is not entitled to referral fees for subsequent purchases made by these customers, except for those that can be traced back to the Recipient's website at the time of purchase. Furthermore, all such customers and purchases are subject to Dzinly LLC's policies, procedures, rules, and regulations, and the Recipient has no authority to modify or offer different terms regarding the purchase of merchandise from Dzinly LLC's website. However, Dzinly LLC reserves the right to modify its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other aspects of its business and sale of merchandise at its sole discretion and at any time.
10. TRADEMARKS AND COPYRIGHTS
a. Dzinly LLC grants the Recipient a non-exclusive, limited-term license to use the trademarks, logos, and copyrighted material provided by Dzinly LLC solely on the Recipient’s website, as well as any owned social media accounts, email programs, and other marketing campaigns associated with the indicated website. The Recipient may only utilize the images that Dzinly LLC specifically makes available to Affiliate Program members in the designated area of Dzinly LLC's website. The Recipient is prohibited from distributing, reproducing, modifying, or altering these images in any way. These images may be used solely for the purpose of promoting Dzinly LLC's website and merchandise on the Recipient’s website in compliance with the Affiliate Program policies, procedures, and the terms of this Agreement. This license is contingent upon full compliance with all terms and conditions of this Agreement and any policies created and amended by Dzinly LLC from time to time regarding the Affiliate Program.
b. The recipient must use the items provided by Dzinly LLC in the exact form, size, content, and appearance as supplied by Dzinly LLC and is not allowed to alter them. The recipient agrees to prominently display these items on their website and associated marketing channels, and they may only be used if they include a hypertext link to Dzinly LLC's website. This license will be immediately terminated upon the recipient's removal from the Affiliate Program. Dzinly LLC may also terminate this license if the recipient's use of these items contradicts or does not conform to Dzinly LLC's standards, which are determined at Dzinly LLC's sole discretion. The recipient acknowledges that Dzinly LLC retains all rights, title, and interest in and to all such materials, including any associated goodwill and value. The recipient will not acquire any trademark, copyright, or other proprietary rights to such materials and agrees not to take any action contrary to or inconsistent with Dzinly LLC's rights to these materials. The recipient will not use these materials in a manner that is damaging, defamatory, disparaging, derogatory, or negative toward Dzinly LLC or that portrays Dzinly LLC in a false or negative light. Dzinly LLC reserves the right to revoke the limited license granted at any time in writing to the Recipient. Upon termination or revocation, the Recipient will immediately cease from any use this material.
c. The Recipient is prohibited from using any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials belonging to Dzinly LLC or to any other party that may appear on Dzinly LLC's website.
11. RESPONSIBILITIES
The Recipient is accountable for all aspects of the Recipient's website, including its development, maintenance, operation, and the placement of links on the Recipient's site in accordance with the terms of the Affiliate Program. The Recipient bears sole responsibility for all content that appears on its site and must ensure that such content does not infringe upon or violate the rights of any other party. Dzinly LLC is not liable for any matters concerning the Recipient's site or its content, and the Recipient indemnifies and holds Dzinly LLC harmless from any and all claims, suits, threats, demands, liabilities, actions, and causes of action related in any way to the recipient's website and business. This indemnity includes Dzinly LLC's costs and attorney fees in defending any such matter. The Recipient assures and warrants to Dzinly LLC that its site does not and will not contain any illegal materials and that the Recipient's site is not operated for an illegal purpose or in an illegal manner.
The Recipient also agrees to adhere to all relevant laws, rules, and regulations in connection with the fulfillment of its obligations under this Agreement, and acknowledges that failure to comply will constitute a significant breach of this Agreement, allowing Dzinly LLC to terminate the Agreement immediately.
12. REPRESENTATIONS AND WARRANTIES
Dzinly LLC hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. Dzinly LLC’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
13. TERM
This Agreement will become effective once the Recipient opts into these terms either manually or by advertising Dzinly LLC.’s services through their platform through a mutual third party partnership. It will remain valid until terminated by either Dzinly LLC or the Recipient. Either party may terminate this Agreement at any time, with or without cause, by providing written notice of termination to the other party in accordance with the terms of this Agreement. Notices should be sent via Email to Info@dzinly.com. Any notices sent to Dzinly LLC at this email address will be considered effective for all purposes.
14. TERMINATION
If this Agreement is terminated due to Recipient's failure to comply with the terms of this Agreement or any policies and procedures of the Affiliate Program established and amended by the Owner, the Recipient will forfeit any right to receive past referral fees that may have accrued. In the event of termination for any other reason, Dzinly LLC will be entitled to receive accrued referral fees up to the effective date of termination, unless the total referral fees due do not exceed the Minimum Referral Fee, in which case the accrued referral fees will be forfeited. The Owner reserves the right to withhold final referral fee payments for a reasonable period to ensure the accuracy of the amount paid to Dzinly LLC and to account for potential adjustments due to returns or other reasons. If, after the final payment, it is determined that the amount of referral fees paid to Dzinly LLC exceeds the amount payable and due, the difference will constitute a debt from the recipient to Dzinly LLC., and Dzinly LLC. will have the legal right to reclaim the overpaid referral fees from the Recipient.
15. MODIFICATIONS
Recipient acknowledges that the Owner reserves the right, at its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and this Agreement with notice to Recipient. Notice of any changes may be communicated via Email or by posting such changes in the Affiliate Program sections of the Owner’s website. These changes and modifications will become effective upon transmission of Email or posting on the Owner’s website. If any of these modifications are unacceptable to Recipient, Dzinly LLC may choose to terminate participation in the Affiliate Program, which shall be Dzinly LLC’s sole and exclusive remedy. If Recipient continues to participate in the Affiliate Program following such modifications, Recipient will be deemed to accept any and all such changes by virtue of its continued participation.
16. LIABILITIES
a. Dzinly LLC hereby disclaims any and all warranties and liability related to any downtime or failure for users to access Dzinly LLC’s website or to access Dzinly LLC’s website using the link from the Recipient’s website. Furthermore, Dzinly LLC shall not be responsible for and hereby disclaims any and all warranties related to Dzinly LLC’s website, the affiliate program, the Recipient’s participation in the affiliate program, the Recipient’s ability to earn any referral fees or otherwise profit through participation in this affiliate program, including but not limited to any warranties of fitness for any particular purpose or merchantability, non-infringement, or any claim made based upon Dzinly LLC’s course of dealing or usage of trade. Dzinly LLC does not represent or warrant that Dzinly LLC’s website or any application, including but not limited to its link tracking features, will be error-free or that Dzinly LLC’s website or any application will function without interruption.
b. Dzinly LLC shall not be responsible for any direct or indirect damages or liabilities of any nature, including but not limited to incidental, consequential, indirect, or special damages, lost profits, lost business opportunity, or any other damages; regardless of whether Dzinly LLC was or has been advised of the possibility of the same and took no action to prevent the same.
c. Without limiting the foregoing, Dzinly LLC’s total liability for any damages arising hereunder shall never exceed the total referral fees paid and payable by Dzinly LLC pursuant to the terms hereof.
17. CONFIDENTIALITY
If the Recipient receives any confidential and proprietary information related to the Owner and its business as a result of participating in the Affiliate Program, Recipient agrees to maintain such information in strict confidence and not to disclose it to any other party or use it for Recipients own purposes. Confidential information includes any details about the Owner’s changes or modifications to this Agreement or the Affiliate Program (which the Owner is not obligated to make) or any special treatment that Recipient may receive (which the Owner reserves the right to provide at its sole discretion to any affiliate). Additionally, confidential information encompasses all details related to the Owner’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and any other information that the Owner considers to be confidential and proprietary.
18. INDEMNIFICATION
Recipient hereby agrees to indemnify and hold harmless the Owner, as well as all of the Owner's stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns, from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon Recipients participation in the Affiliate Program, any claims that any of Recipients trademarks and other proprietary material infringe upon the rights of any other party, the Recipients breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the use, operation or the content of Recipients website.
19. GOVERNING LAW
This Agreement will be governed by the laws of the state of Delaware. Any legal actions related to this Agreement shall be brought in the state and federal courts of Delaware.
20. RELATIONSHIP OF THE PARTIES
The parties involved are independent contractors, and nothing in this agreement shall be construed as creating any relationship other than that of independent contracting parties. The parties shall not be considered partners, joint ventures, shareholders, employer/employee, or agent/servant. Recipient has no power or authority to bind the Owner to any obligation, agreement, debt, or liability. The Recipient shall not hold itself out as an agent or representative of the Owner.
21. NOTICES
Notices to Dzinly LLC shall be sent by certified mail, return receipt requested, to the address provided in this Agreement, with a copy (for informational purposes only) to 2725 Nakota Road, Royal Oak, MI 48073 or to any other address that Dzinly LLC has notified the Recipient of via Email or by posting it in the Affiliate section of the Owner's website. Notices to the Recipient shall be sent by Email to the address provided by the Recipient to the Owner.
22. ASSIGNMENT
This agreement is solely for the benefit of the Recipient, who is not permitted to transfer this agreement or any of its benefits or obligations to any other party or legal entity. Any such attempt would be considered invalid.
23. COMPLETE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties regarding the Affiliate Program, and it replaces all prior discussions, understandings, agreements, representations, warranties, or commitments between the parties specifically concerning the Affiliate Program. Any changes to this Agreement must be made in writing and signed by the authorized representatives of both parties, unless otherwise stated herein. Any waiver of a breach or default under this Agreement will not waive any subsequent breach or default, and will not alter the terms of this Agreement. If any provision of this Agreement is deemed invalid for any reason, it will not affect the enforceability of the rest of the Agreement or any other provision of this Agreement. The parties have signed this Agreement as of the date first written above.
By engaging with Dzinly LLC.’s affiliate program, you agree to the terms and conditions outlined within this document.
RECITALS
a. The name of this affiliate program is the Dzinly LLC Affiliate Program (the “Affiliate Program”).
b. The Recipient represents and warrants to the Owner that the Recipient has read and understands the Owner’s Privacy Policies located at https://www.dzinly.com/privacy-policy and agrees to the terms set forth therein.
c. For purposes of this Agreement, the term “the Recipient” or “Recipient” refers to the individual or legal entity who applies for and is accepted into the Affiliate Program. The term “the Owner” refers to the sponsor of the Affiliate Program. The term “the Owner’s website” refers to the website that the Owner maintains at www.dzinly.com. The term “the Recipient’s website” refers to the website or websites, as well as the social media accounts, email campaigns and other marketing channels associated with the website(s), on which the Recipient agrees to place a link to the Owner’s website. “Services” means all products and services that is offered by the Owner for sale through the Owner’s website.
1. AFFILIATE PROGRAM REGISTRATION
To register for the Affiliate Program, the Recipient opt in and agree to these terms and conditions.
2. TERMINATION AFTER ACCEPTANCE
Even after Dzinly LLC has accepted the Recipient as an Affiliate Program member, Dzinly LLC reserves the absolute right to rescind or terminate the Recipient’s affiliate status for any reason in its sole and absolute discretion, including but not limited to the following:
(i) if the Recipient’s website contains images or content that is not acceptable to Dzinly LLC or is inconsistent with the image that Dzinly LLC wishes to create in association with the Dzinly LLC’s website,
(ii) if the Recipient’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, or racially or ethnically objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, or religious preference, or
(iii) if the Recipient’s site contains any material that appears to Dzinly LLC to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
3. FINANCIAL RESPONSIBILITIES
The Recipient will be fully responsible for all costs and expenses of maintaining and marketing the Affiliate Program, including but not limited to all costs associated with the creation, hosting, modification, and improvements to the Recipient’s website, costs of search engine placement and other Internet marketing, costs of inserting the Dzinly LLC’s links into the Recipient’s website, offline marketing costs, postage costs, and all other related costs and expenses, and the Recipient hereby holds Dzinly LLC harmless from or against the same.
4. NO REPRESENTATIONS REGARDING INCOME POTENTIAL
Dzinly LLC makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Recipient affiliate status.
5. RESPONSIBILITY TO LINK TO DZINLY LLC'S SITE
a. As an Affiliate Program member, the Recipient will have the obligations to place links on its site directing users to Dzinly LLC's site. Dzinly LLC will make available to the Recipient button links, text links, and banner advertisements to be placed on the Recipient’s website which will direct users to Dzinly LLC's website via hypertext link. As an Affiliate Program member, the Recipient is given a non-exclusive, limited term license, during the term of the Recipient’s active participation as an Affiliate Program member, to utilize Dzinly LLC's logo images provided to the Recipient on the Recipient’s website.
b. Dzinly LLC makes available to its Affiliates, links, banners, and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary property. The Recipient may display these materials on the Recipient’s website for the purpose of promoting Dzinly LLC's site and participating in this Affiliate Program. If the Recipient discontinues the Affiliate Program or if the Recipient’s participation is terminated for any reason, the Recipient will immediately cease using these materials and will delete all such materials from the Recipient’s website and from each of Recipient’s computer(s). The Recipient must obtain Dzinly LLC's approval of all links to Dzinly LLC's site that the Recipient places on the Recipient’s website. The Recipient will cooperate with Dzinly LLC in the establishment and placement of links on the Recipient’s website.
c. The Recipient will only be permitted to use the links that Dzinly LLC provides to the Recipient on the website or websites that the Recipient designates. Any additional websites or entities will require prior written approval by Dzinly LLC.
d. The Recipient will not modify the links or other materials that Dzinly LLC provides to the Recipient or the placement of the links on the Recipient’s page. The Recipient consents to Dzinly LLC monitoring the Recipient’s website to determine continued compliance with this Agreement.
e. The Recipient consents to Dzinly LLC including information relative to traffic from the Recipient’s site in Dzinly LLC's reports. This information may be provided to outside parties.
f. The Recipient may not place links to Dzinly LLC's website or website content in newsgroups, message boards, unsolicited email and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources.
6. ANTI-SPAM POLICY
Dzinly LLC strictly forbids the use of unsolicited commercial email (UCE) or SPAM campaigns. Dzinly LLC maintains a “Zero-Tolerance” policy against SPAM, be it direct, a third party or any affiliate of the Recipient or similar agent acting on the Recipient's behalf. As such, Dzinly LLC reserves the right to terminate any violating Recipient’s account or any part thereof, without notice or compensation. Any Recipient found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to recipients that do not want the information or any other abuse contravening UCE legislation will be met as follows:
a. The Recipient’s Affiliate Program account will be closed immediately, without burden of notice or compensation.
b. Our Privacy Policy becomes null, and all pertinent information will be provided to any investigating authorities or anti-Spam organizations.
7. CUSTOMER SERVICE
a. Dzinly LLC will be responsible for handling all customer inquiries, orders, customer billing and collection, services relative to customers that enter Dzinly LLC’s site through the links from the Recipient’s site. Pricing of Dzinly LLC’s services is solely within its discretion, and Dzinly LLC reserves the right to change the pricing structure, terminate any special offers, discontinue services, or change the terms under which services are offered at any time, without any advanced notice to the Recipient or users accessing Dzinly LLC’s site. Dzinly LLC’s sole responsibility to the Recipient in this regard is to track customer orders that occur through links from the Recipient’s website and provide reports to the Recipient of the referral fees due to the Recipient as a result thereof. All such reports shall be unaudited. Dzinly LLC will have no obligation to provide the Recipient with any specific information relative to any customer, regardless of whether they access Dzinly LLC’s site through the link from the Recipient’s site.
b. Dzinly LLC is not liable for failing to allocate any sales or referral fees to the recipient if this failure is due to improper formatting of the link from the recipient's website. The recipient must ensure that the link is correctly formatted at all times and should promptly report any issues to Dzinly LLC.
8. COMPENSATION
a. The recipient will receive referral fees based on a percentage of sales generated by users who visit the Owner’s site through the Recipient’s site. Referral fees will be determined by the gross sales price, excluding special service fees (services upgrades and extras), late charges, collection costs, and any other payment to the Owner unrelated to the purchase price of the services. Referral fees will not cover amounts attributed to credit card fraud, customer credits or bad debt write-offs. The Owner reserves the right to make deductions in subsequent months for any overpaid referral fees related to services that are subsequently refunded, or for other reasons if the previous monthly referral fee was overpaid or later subject to reduction.
b. Dzinly LLC reserves the right to modify the referral fee rate structure at any time, at its sole discretion.
c. Referral fees will only be paid for sales tracked through the Owner’s online tracking system, indicating the Recipient’s website as the original source, and occurring within 30 calendar days of the most recent visit to the Owner’s site through the Recipient’s website. No referral fee is due if:
(i) a user makes a purchase outside of this 30-day period or
(ii) a user returns to the Owner’s site through a link or source other than the Recipient’s website and makes a purchase.
All sales made within 30 calendar days of the most recent visit to the Owner’s site through the Recipient’s website will:
(i) be tracked in the Owner’s online tracking system and
(ii) contribute to referral fee calculations.
e. The recipient will receive referral fees on a monthly basis, approximately 45 days after the end of the previous month for amounts received by Dzinly LLC during that month. Dzinly LLC does not guarantee a specific date for the calculation of referral fees or payments. If the affiliate program is through a third party platform, Dzinly LLC will abide by the payment terms of that platform to which it has agreed to offer affiliate services through.
9. CUSTOMERS’ ORIGINS
All individuals who make purchases through Dzinly LLC's website, regardless of whether they accessed the site through a link from the Recipient's website, are considered Dzinly LLC's customers and not the Recipient's customers in relation to Dzinly LLC's services. Dzinly LLC retains the right to contact these customers and send them future marketing offers. The Recipient is not entitled to referral fees for subsequent purchases made by these customers, except for those that can be traced back to the Recipient's website at the time of purchase. Furthermore, all such customers and purchases are subject to Dzinly LLC's policies, procedures, rules, and regulations, and the Recipient has no authority to modify or offer different terms regarding the purchase of merchandise from Dzinly LLC's website. However, Dzinly LLC reserves the right to modify its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other aspects of its business and sale of merchandise at its sole discretion and at any time.
10. TRADEMARKS AND COPYRIGHTS
a. Dzinly LLC grants the Recipient a non-exclusive, limited-term license to use the trademarks, logos, and copyrighted material provided by Dzinly LLC solely on the Recipient’s website, as well as any owned social media accounts, email programs, and other marketing campaigns associated with the indicated website. The Recipient may only utilize the images that Dzinly LLC specifically makes available to Affiliate Program members in the designated area of Dzinly LLC's website. The Recipient is prohibited from distributing, reproducing, modifying, or altering these images in any way. These images may be used solely for the purpose of promoting Dzinly LLC's website and merchandise on the Recipient’s website in compliance with the Affiliate Program policies, procedures, and the terms of this Agreement. This license is contingent upon full compliance with all terms and conditions of this Agreement and any policies created and amended by Dzinly LLC from time to time regarding the Affiliate Program.
b. The recipient must use the items provided by Dzinly LLC in the exact form, size, content, and appearance as supplied by Dzinly LLC and is not allowed to alter them. The recipient agrees to prominently display these items on their website and associated marketing channels, and they may only be used if they include a hypertext link to Dzinly LLC's website. This license will be immediately terminated upon the recipient's removal from the Affiliate Program. Dzinly LLC may also terminate this license if the recipient's use of these items contradicts or does not conform to Dzinly LLC's standards, which are determined at Dzinly LLC's sole discretion. The recipient acknowledges that Dzinly LLC retains all rights, title, and interest in and to all such materials, including any associated goodwill and value. The recipient will not acquire any trademark, copyright, or other proprietary rights to such materials and agrees not to take any action contrary to or inconsistent with Dzinly LLC's rights to these materials. The recipient will not use these materials in a manner that is damaging, defamatory, disparaging, derogatory, or negative toward Dzinly LLC or that portrays Dzinly LLC in a false or negative light. Dzinly LLC reserves the right to revoke the limited license granted at any time in writing to the Recipient. Upon termination or revocation, the Recipient will immediately cease from any use this material.
c. The Recipient is prohibited from using any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials belonging to Dzinly LLC or to any other party that may appear on Dzinly LLC's website.
11. RESPONSIBILITIES
The Recipient is accountable for all aspects of the Recipient's website, including its development, maintenance, operation, and the placement of links on the Recipient's site in accordance with the terms of the Affiliate Program. The Recipient bears sole responsibility for all content that appears on its site and must ensure that such content does not infringe upon or violate the rights of any other party. Dzinly LLC is not liable for any matters concerning the Recipient's site or its content, and the Recipient indemnifies and holds Dzinly LLC harmless from any and all claims, suits, threats, demands, liabilities, actions, and causes of action related in any way to the recipient's website and business. This indemnity includes Dzinly LLC's costs and attorney fees in defending any such matter. The Recipient assures and warrants to Dzinly LLC that its site does not and will not contain any illegal materials and that the Recipient's site is not operated for an illegal purpose or in an illegal manner.
The Recipient also agrees to adhere to all relevant laws, rules, and regulations in connection with the fulfillment of its obligations under this Agreement, and acknowledges that failure to comply will constitute a significant breach of this Agreement, allowing Dzinly LLC to terminate the Agreement immediately.
12. REPRESENTATIONS AND WARRANTIES
Dzinly LLC hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. Dzinly LLC’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
13. TERM
This Agreement will become effective once the Recipient opts into these terms either manually or by advertising Dzinly LLC.’s services through their platform through a mutual third party partnership. It will remain valid until terminated by either Dzinly LLC or the Recipient. Either party may terminate this Agreement at any time, with or without cause, by providing written notice of termination to the other party in accordance with the terms of this Agreement. Notices should be sent via Email to Info@dzinly.com. Any notices sent to Dzinly LLC at this email address will be considered effective for all purposes.
14. TERMINATION
If this Agreement is terminated due to Recipient's failure to comply with the terms of this Agreement or any policies and procedures of the Affiliate Program established and amended by the Owner, the Recipient will forfeit any right to receive past referral fees that may have accrued. In the event of termination for any other reason, Dzinly LLC will be entitled to receive accrued referral fees up to the effective date of termination, unless the total referral fees due do not exceed the Minimum Referral Fee, in which case the accrued referral fees will be forfeited. The Owner reserves the right to withhold final referral fee payments for a reasonable period to ensure the accuracy of the amount paid to Dzinly LLC and to account for potential adjustments due to returns or other reasons. If, after the final payment, it is determined that the amount of referral fees paid to Dzinly LLC exceeds the amount payable and due, the difference will constitute a debt from the recipient to Dzinly LLC., and Dzinly LLC. will have the legal right to reclaim the overpaid referral fees from the Recipient.
15. MODIFICATIONS
Recipient acknowledges that the Owner reserves the right, at its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and this Agreement with notice to Recipient. Notice of any changes may be communicated via Email or by posting such changes in the Affiliate Program sections of the Owner’s website. These changes and modifications will become effective upon transmission of Email or posting on the Owner’s website. If any of these modifications are unacceptable to Recipient, Dzinly LLC may choose to terminate participation in the Affiliate Program, which shall be Dzinly LLC’s sole and exclusive remedy. If Recipient continues to participate in the Affiliate Program following such modifications, Recipient will be deemed to accept any and all such changes by virtue of its continued participation.
16. LIABILITIES
a. Dzinly LLC hereby disclaims any and all warranties and liability related to any downtime or failure for users to access Dzinly LLC’s website or to access Dzinly LLC’s website using the link from the Recipient’s website. Furthermore, Dzinly LLC shall not be responsible for and hereby disclaims any and all warranties related to Dzinly LLC’s website, the affiliate program, the Recipient’s participation in the affiliate program, the Recipient’s ability to earn any referral fees or otherwise profit through participation in this affiliate program, including but not limited to any warranties of fitness for any particular purpose or merchantability, non-infringement, or any claim made based upon Dzinly LLC’s course of dealing or usage of trade. Dzinly LLC does not represent or warrant that Dzinly LLC’s website or any application, including but not limited to its link tracking features, will be error-free or that Dzinly LLC’s website or any application will function without interruption.
b. Dzinly LLC shall not be responsible for any direct or indirect damages or liabilities of any nature, including but not limited to incidental, consequential, indirect, or special damages, lost profits, lost business opportunity, or any other damages; regardless of whether Dzinly LLC was or has been advised of the possibility of the same and took no action to prevent the same.
c. Without limiting the foregoing, Dzinly LLC’s total liability for any damages arising hereunder shall never exceed the total referral fees paid and payable by Dzinly LLC pursuant to the terms hereof.
17. CONFIDENTIALITY
If the Recipient receives any confidential and proprietary information related to the Owner and its business as a result of participating in the Affiliate Program, Recipient agrees to maintain such information in strict confidence and not to disclose it to any other party or use it for Recipients own purposes. Confidential information includes any details about the Owner’s changes or modifications to this Agreement or the Affiliate Program (which the Owner is not obligated to make) or any special treatment that Recipient may receive (which the Owner reserves the right to provide at its sole discretion to any affiliate). Additionally, confidential information encompasses all details related to the Owner’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and any other information that the Owner considers to be confidential and proprietary.
18. INDEMNIFICATION
Recipient hereby agrees to indemnify and hold harmless the Owner, as well as all of the Owner's stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns, from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon Recipients participation in the Affiliate Program, any claims that any of Recipients trademarks and other proprietary material infringe upon the rights of any other party, the Recipients breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the use, operation or the content of Recipients website.
19. GOVERNING LAW
This Agreement will be governed by the laws of the state of Delaware. Any legal actions related to this Agreement shall be brought in the state and federal courts of Delaware.
20. RELATIONSHIP OF THE PARTIES
The parties involved are independent contractors, and nothing in this agreement shall be construed as creating any relationship other than that of independent contracting parties. The parties shall not be considered partners, joint ventures, shareholders, employer/employee, or agent/servant. Recipient has no power or authority to bind the Owner to any obligation, agreement, debt, or liability. The Recipient shall not hold itself out as an agent or representative of the Owner.
21. NOTICES
Notices to Dzinly LLC shall be sent by certified mail, return receipt requested, to the address provided in this Agreement, with a copy (for informational purposes only) to 2725 Nakota Road, Royal Oak, MI 48073 or to any other address that Dzinly LLC has notified the Recipient of via Email or by posting it in the Affiliate section of the Owner's website. Notices to the Recipient shall be sent by Email to the address provided by the Recipient to the Owner.
22. ASSIGNMENT
This agreement is solely for the benefit of the Recipient, who is not permitted to transfer this agreement or any of its benefits or obligations to any other party or legal entity. Any such attempt would be considered invalid.
23. COMPLETE AGREEMENT This Agreement constitutes the entire understanding and agreement between the parties regarding the Affiliate Program, and it replaces all prior discussions, understandings, agreements, representations, warranties, or commitments between the parties specifically concerning the Affiliate Program. Any changes to this Agreement must be made in writing and signed by the authorized representatives of both parties, unless otherwise stated herein. Any waiver of a breach or default under this Agreement will not waive any subsequent breach or default, and will not alter the terms of this Agreement. If any provision of this Agreement is deemed invalid for any reason, it will not affect the enforceability of the rest of the Agreement or any other provision of this Agreement. The parties have signed this Agreement as of the date first written above.