Spray Planet, Inc. AFFILIATE SALES PROGRAM AGREEMENT
This agreement (“Agreement”) is by and between Spray Planet, Inc. a Delaware corporation with offices located at 7391 Anaconda Ave., Garden Grove, CA 92841 and you. By becoming an affiliate of Spray Planet, Inc., dba Sprayplanet.com, you agree to the following terms of our affiliate program (“Program”).
Spray Planet, Inc. and its related properties and/or associated entities including sprayplanet.com, mtncolors.com, mtn-australia.com. This list is updated to include all current related properties and/or associated entities, and is subject to change at any time.
USE OF MATERIALS
Spray Planet, Inc., grants use a nonexclusive, revocable right to use certain images and text, determined by Spray Planet, Inc., solely for the purpose of identifying your site as a Program participant and to assist in generating Spray Planet, Inc., product sales. You may not use such image or text in an offline promotion or other offline manner, (i.e., printed materials, mailings, flyers, etc.). You may not modify the graphic image or text, or any other of our images, in any way. If a specific banner size ad is not available, the affiliate may contact the Program manager to request a new banner be added to the available resources. Spray Planet, Inc., reserves all of our rights in the graphic image and text, any other images, our tradenames and trademarks, and all other intellectual property rights.
QUALIFYING SITES
Spray Planet, Inc., reserves the right to refuse any site entry into the Spray Planet Affiliate Sales Program based on site content. Sites that do not qualify for the Program includes sites which:
• Promote sexually explicit materials;
• Promote violence;
• Promote discrimination based on race, sex, religion, national origin, disability, sexual orientation, or age;
• Promote illegal activities;
• List coupon codes or discounts that were not officially provided to them by Spray Planet, Inc. You may not promote coupon codes you may have found elsewhere online; or,
• Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of Spray Planet, Inc., or any other site.
PROHIBITED USAGE
The following cases are prohibited and are grounds for immediate termination of the affiliate account.
• Affiliates may not use the Spray Planet, Inc., logo, logo marks or other Spray Planet, Inc., website/branding imagery in a header graphic or in any way as to indicate they are officially affiliated or partnered with Spray Planet, Inc.
• Affiliates may not use the term “Sprayplanet” or “Spray Planet, Inc.,” in any variation in their site URL.
• Affiliates may not promote coupons that were not provided directly to them by Spray Planet, Inc.
• Affiliates may not host or promote “coupon stacking” sites where customers may combine coupons to receive additional discounts.
PROHIBITED ACTIONS
The following actions are prohibited and are grounds for immediate termination of the affiliate account.
• Link cloaking is prohibited.
• The use of evasion tactics to hide the affiliate link when the visits are from either you, your agents, or from search engine editorial bots checking on paid ads.
• False advertising or any claim that shows you or your competitors in a false or misleading light.
• Using brand names in any manner that is spam-related, noncompliant with search engine approved practices, or is disparaging to the brand and/or not in line with brand values.
• Promoting old or invalid offers that have expired.
• Using certain words, including, but not limited to, “official” or “free,” unless specified by a current offer.
• Copying, using or misusing Spray Planet, Inc., landing pages.
• Spray Planet, Inc., prohibits all fraudulent activities that may lead to fraudulent commissions, including, but not limited to, cookie stuffing, link interception and/or falsifying orders
• Program affiliates are prohibited from issuing Spray Planet, Inc., related press releases without prior written agreement and approval from Spray Planet, Inc.
ANTI-SPAM POLICY
Spray Planet, Inc., strictly prohibits affiliates from using spam e-mail and other forms of internet abuse (including spamming forums, blogs, Twitter, Facebook and/or other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:
• Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent as the request of, or with the express consent of, the recipient through an opt in subscription;
• Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner;
• Solicitations posted to chat rooms, or to groups or individuals; or,
• Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic, cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules.
TERMINATION
Either party may terminate this Agreement for any reason at any time.
ASSIGNMENT
You may not assign any rights or obligations under this Agreement without the advance written consent of Spray Planet, Inc., which may be withheld in its sole discretion. Spray Planet, Inc., may assign its rights and obligations under this Agreement in its sole discretion.
INDEMNIFICATION
You will indemnify and hold Spray Planet, Inc., harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to your website and/or your participation in the Program.
LIMITATION OF LIABILITY
Spray Planet, Inc., will not be liable for any damages, indirect, nominal, special, or consequential (including, but not limited to, loss of revenue, profits or data) arising in connection with this Agreement or Program. Any aggregate liability arising in connection with this Agreement or Program will not exceed the total commissions paid or payable to you under this Agreement.
DISCLAIMERS
Spray Planet, Inc., makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, but not limited to, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). Furthermore, we make no representation that the operation of our site will be uninterrupted or error-free, and we are not liable for the consequences of any interruptions or errors.
Force Majeure. A party shall not be liable for any failure or delay in the performance of this Agreement for the period that such a failure or delay is due to causes beyond reasonable control, including, but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.
GOVERNING LAW
This Agreement all performance under this Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles. In any dispute relating to this Agreement, the parties hereto admit venue and submit themselves to the exclusive jurisdiction of the state or federal courts located in Los Angeles County, California, USA.
