UAB Magic Crafts (Company ID 304311514)

AFFILIATE AGREEMENTPLEASE READ THE ENTIRE AGREEMENT.YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MERCHANT, INC. (Magic Craft LTD)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. OverviewThis Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Magiclinen.com's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website and the Magiclinen.com website. Please note that throughout this Agreement, "we," "us," and "our" refer to Magiclinen.com, and "you," "your," and "yours" refer to the affiliate.2. Affiliate Obligations2.1. To begin the enrollment process, you will complete and submit the online application at the ShareASale.com server. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:2.1.1. Promotes sexually explicit materials2.1.2. Promotes violence2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age2.1.4. Promotes illegal activities2.1.5. Incorporates any materials that infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law2.1.6. Includes "Merchant" or variations or misspellings thereof in its domain name2.1.7. 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 that resembles our website nor design your website in a manner that leads customers to believe you are Magiclinen.com or any other affiliated business.2.2. As a member of Magiclinen.com's Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously published affiliate newsletters, download HTML code (that provides links to web pages within the Magiclinen.com website) and banner creatives, browse, and get tracking codes for our coupons and deals. For us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.2.3. Magiclinen.com 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 should 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.3. Magiclinen.com Rights and Obligations3.1. 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 website 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 Magiclinen.com Affiliate Program.3.2. Magiclinen.com reserves the right to terminate this Agreement and your participation in the Magiclinen.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the Magiclinen.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Magiclinen.com shall not be liable to you for any commissions for such fraudulent sales.3.3. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.4. TerminationTermination of this Agreement can occur at any time, with or without cause, by either party providing written notice to the other. This notice can be delivered through mail, email, or fax. Furthermore, your affiliate application and status in the Program may be suspended or terminated for any of the following reasons: inappropriate advertisements (false claims, misleading hyperlinks, etc.), spamming (mass email, mass newsgroup posting, etc.), advertising on sites containing or promoting illegal activities, failure to disclose the affiliate relationship for promotions that qualify as endorsements under Federal Trade Commission guidelines and regulations, or any applicable state laws, violation of intellectual property rights (we reserve the right to require license agreements from those who employ our trademarks to protect our intellectual property rights), offering rebates, coupons, or other forms of promised kick-backs from your affiliate commission as an incentive, self-referrals, fraudulent transactions, suspected Affiliate fraud. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. We also reserve the right to terminate any Affiliate account at any time, for any violations of this Agreement or for no reason, and termination can also occur at the request of an affiliate.5. ModificationWe may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include but are not limited to, changes in the payment procedures and Magiclinen.com's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Magiclinen.com's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.6. PaymentMagiclinen.com uses a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions. 6.1 Additional Payment Terms Clause:6.1.1. Threshold Amount: Affiliates shall be eligible for payment only when their accrued earnings exceed the minimum threshold of 100 USD. This threshold applies to the aggregate earnings across all affiliate activities and campaigns.6.1.2. Payment Period: Once the minimum threshold is reached, payments will be processed and issued according to the regular payment cycle of the company, which is typically every month.6.1.3. Accumulation of Earnings: If an affiliate's earnings do not meet or exceed the threshold of 100 USD in a given payment cycle, the earnings will be accumulated and carried over to the next payment cycle. Payments will be issued in the subsequent cycles once the minimum threshold is reached.6.1.4. Payment Method and Processing: Payments will be made through the method specified by the affiliate at the time of their enrollment in the program. Affiliates are responsible for ensuring that their payment details are accurate and up-to-date. The company is not responsible for payments made to incorrect or outdated payment details provided by the affiliate.6.1.5. Reporting: Affiliates will have access to their earnings report through their affiliate account dashboard, where they can track their progress toward the minimum payout threshold.6.1.6. Tax Compliance: Affiliates are responsible for any tax liabilities incurred as a result of their earnings from the affiliate program. The company will not withhold taxes from affiliate payments; it is the affiliate's responsibility to report and pay appropriate taxes according to their local laws and regulations.6.1.7. Amendments to Payment Terms: The company reserves the right to amend these payment terms at any time. Any changes will be communicated to affiliates in advance of taking effect.7. Refund Policy7.1. Right to Reject Conversions: We reserve the right to reject conversions up to 30 days after occurrence and until the payout if the conversions have been refunded by the client. This includes product returns, chargebacks, cancellations, and any other actions resulting in a voided transaction.7.2. Commission Adjustments: Commissions will be adjusted for refunds issued within 30 days of the purchase.7.3. Tracking Platform Updates: Adjustments will be reflected on our affiliate tracking platform via manually rejected conversions.7.4. Privacy and Discretion7.4.1. Discretionary Rights: We reserve the right to reject conversions at our sole discretion.7.4.2. Client Privacy: To ensure client privacy, we may not provide detailed proof or specifics of the refunds to affiliates.7.5. Review Schedule: Refund checking will be conducted 10 days after the end of each month.7.6. Finality of Payouts: Once the payout for the previous month is processed, adjustments for that period are finalized.7.7. Email Notifications: Affiliates will be notified via email about any cancellations due to refunds.7.8. Monitoring for Fraudulent Activities7.8.1. Account Review: If there are unusually high levels of refunds, your affiliate account may be subject to review.7.8.2. Potential Actions: Depending on the outcome of our review, your affiliate account can be paused or closed due to concerns over fraudulent actions.7.8.3. Record Keeping: Maintain thorough records of all transactions, refunds, and adjustments for internal auditing and in case of disputes.8. Access to Affiliate Account InterfaceYou will create a password so that you may enter ShareASale’s secure affiliate account interface. From their site, you will be able to receive your reports that will describe our calculation of the commissions due to you.9. Promotion Restrictions9.1. You are free to promote your own websites, but naturally any promotion that mentions Magiclinen.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Magiclinen.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups, and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Magiclinen.com so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Magiclinen.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from Magiclinen.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Magiclinen.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.9.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Magiclinen.com, merchant, www.merchant, www.Magiclinen.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website before re-directing it to ours, will be considered trademark violators and will be banned from Merchant’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.9.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).9.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant’s site (i.e., no page from our site or any Magiclinen.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application 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, MSN, Yahoo, Overture, AltaVista, Hotbot and 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 Magiclinen.com’s site; (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.10. Grant of Licenses10.1. 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 Magiclinen.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Magiclinen.com and the goodwill associated therewith will inure to the sole benefit of Magiclinen.com.10.2. 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 rights, titles, and interests to its respective rights, and no right, title, or interest is transferred to the other.11. DisclaimerMagiclinen.com MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING Magiclinen.com SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF Magiclinen.com 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.12. Representations and WarrantiesYou represent and warrant that:12.1. 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;12.2. 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;12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.13. Limitations of LiabilityWE 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 Magiclinen.com'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.14. IndemnificationYou hereby agree to indemnify and hold harmless Magiclinen.com, and its 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.15. ConfidentialityBoth parties agree that all confidential information disclosed during the negotiation or the effective term of this Agreement, including, but not limited to, business and financial information, customer and vendor lists, technical data, pricing and sales information, and the terms of this Agreement itself, shall remain strictly confidential and secret. This information shall be considered the sole property of the disclosing party. Except as otherwise provided in this Agreement or with the consent of the disclosing party, such information shall not be used, directly or indirectly, by either party for any purpose other than participation in the Affiliate Program. This includes a prohibition on using the information to develop, enhance, or operate a service that competes with the Affiliate Program, or assisting another party to do the same. Furthermore, the confidentiality obligation extends to ensuring that such proprietary information is not disclosed without express written permission from the disclosing party, except and solely to the extent that any such information becomes generally known or available to the public through a source other than the recipient party.16. Miscellaneous16.1. 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 Magiclinen.com. 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.16.2. 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.16.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.16.5. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.16.6. 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.16.7. 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.