ASYSTEM
Program Terms
Asystem Affiliate Agreement
Effective As of March 16, 2020
This Asystem Affiliate Agreement (“Agreement”) governs your participation in ASYSTEM, INC., a Delaware corporation (“AYSTEM”, “we”, “our”, or “us”) affiliate program (“Program”). This Agreement and the Program apply to website(s) identified below. All of our websites are referred to as “our website”.
ASYSTEM: https://www.asystem.com/
We highly recommend you read this Agreement carefully before you join the Program or begin marketing the Program. There are many tactics used by affiliate marketers that are prohibited in our Program. This Agreement is written in plain language intentionally avoiding legalese to ensure that it may be clearly understood and followed by you, the affiliates. Each affiliate is responsible for assuring that their employees, agents and contractors comply with these terms and conditions. Thank you.
In order to be a part of the Program and agree to this Agreement, you must be eighteen or older. You may not enter into this Agreement or use the Program if you are under eighteen.
Your participation in the Program is your agreement to comply with the terms and conditions set forth herein.
All affiliates must comply with certain FTC requirements related to affiliate disclosures. Please carefully review Exhibit A to this ASYSTEM Affiliate Agreement. Please ensure that you follow the FTC guidelines with regard to affiliate disclosures at all times.
By participating in the Program, you are also agreeing to the ASYSTEM Trademark Guidelines. The ASYSTEM Trademark Guidelines are attached as Exhibit B. By agreeing to this Agreement, you are confirming that you have reviewed the ASYSTEM Trademark Guidelines and will comply with then.
Any person or entity that participates or attempts to participate in our Program (each such person or entity, “you”, or an “Associate”) must accept this Agreement without change, in whole. By registering for or using the Program, you expressly agree to this Agreement and all uses of the Program will comply with this Agreement, as may be amended from time to time.
We understand that you may use the Program through your own URL, website, social media account, or other digital form of communication (collectively, “your website”) and your website must at all times comply with this Agreement.
In addition to any other requirements we may impose from time to time, and without limiting our ability to reject an application for any or no reason, at a minimum, to be eligible to participate in the Program, your website must:
- Have a top level domain name;
- Be fully functional, without any “under construction” or similar sites or sections; and
- Be aesthetically pleasing, with no banner farms or pages full of affiliate links.
Please read this Agreement carefully, and please consult with your counsel if you have any questions at all. It is very, very important to note that the failure to comply with this Agreement, whether on purpose or by accident, may result in the forfeiture of payment that would otherwise be due to you. Our decision is absolute and final as to any payments made hereunder, and we reserve the right in our sole and absolute discretion to forfeit payment, even if you believe it has already been accrued. Compliance with the terms of this Agreement is a material condition of receiving any payments hereunder.
Please contact us if you have any questions about this or any part of this Agreement via email at info@asystem.com.
1. ENROLLMENT
After receiving your application to participate in the Program, we will review your website and notify you of your acceptance or rejection into our Program. Please allow up to 72 hours for your application to be reviewed. We reserve the right to reject any application; however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. Although we make the effort to review and respond to each application to participate in the Program, sometimes applications do fall through the cracks. You are not enrolled in the Program until you receive a specific approval from us. In the event you do not receive any response, you are not yet enrolled in the Program. Please feel free to follow up if you have not received a response after 72 business hours. You may not at any time promote yourself or your website as being a part of the Program unless and until you have received an affirmative confirmation that you were accepted into the program. It is very important to note that any acceptance of your application is ONLY an acceptance for the website identified in your application. If you change your website or have a new website, you will need to complete a new application for that website. You must be honest in your application, and any inaccurate or untruthful representations in your application may lead to your rejection from the Program, or your suspension from the Program, or further penalties as we see fit in our sole and absolute discretion.
2. ABOUT THE PROGRAM/ FEES
The Program permits you to monetize your website by including links to our website on your website. The links must be exactly as we provide to be included in the Program. Each link that we provide to you is referred to as a “Program Link”. The Program Links will link to our website, or our products that are offered for sale to end customers.
When customers click a Program Link to successfully purchase an item sold or services offered for sale on our website (“our product”), you may be eligible to receive a fee as a result of that sale, and as set forth in more detail in this Agreement (the “Fee”). We need to ensure that you are aware that the Fee is not guaranteed and you cannot rely on receiving the Fee.
The current Fee is as set forth in the Share-a-Sale dashboard. Please click here to confirm your current Fee. The Fee is the percentage of the sale of our product that is directly attributable to your Program Link, less all applicable deductions, returns and exchanges, unless a different Fee is identified in your account. You can check your account status by clicking here.
In order for a Fee to accrue, the sale of our product must originate from your Program Link. If a customer has our product in their e-basket, and they clink your Program Link after the fact, you will not be eligible for a Fee.
Your own purchase of our product is not subject to the Fee, nor are sales to anyone at the billing or shipping address you provide in your affiliate profile.
Duplicate or fraudulent transactions, as determined solely by us, are not eligible for any Fee, may be removed and the transaction may be reversed. A Fee is a one-time payment per customer for completed transactions.
Fees are paid monthly, approximately 30 days after the end of each applicable calendar month, for Fees earned in the previous month, for transactions that have been paid in full and were not cancelled, providing you have at least $25 due to you. For any month your fee is less than $25, the balance will be carried over to the following month. We will pay a fee for a completed transaction placed within the cookie life of thirty (30) days, unless the customer makes a purchase after clicking on another affiliates link or a link or advertisement placed by us. The Fee rates are subject to change at any time, in our sole discretion, without notice, however we will make a reasonable attempt to notify you of the change.
Cookie life begins when a user clicks your Program Link and enters our site. Fees are only payable if it can be tracked to you with your affiliate id. We cannot track referrals for users who do not accept cookies or if they delete our cookie. While the cookie life is 30 days, the cookie may continue to track all orders for the duration of your participation in the Program.
3. COMPLIANCE
You must comply with this Agreement. You must promptly provide us with any information that we request to verify your compliance with this Agreement.
If you violate this Agreement, we reserve the right to withhold (and you agree you will not be eligible to receive) any and all Fees otherwise payable to you under this Agreement, whether or not directly related to such violation.
4. REVERSAL & COMMUNICATION POLICY
We reserve the right to reverse Fees and/or orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. All decisions regarding the payment of Fees is at ASYSTEM’ sole and absolute discretion. ASYSTEM has broad discretion to determine how and when to pay the Fee, and in the event we believe that you are violating this Agreement, we may hold back some or all Fees that have already accrued, or forfeit some or all Fees.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions; we expect that you will respond in a timely and honest manner. Below are violations of our communications policy:
(a) You are not forthcoming, intentionally vague or are found to be lying.
(b) You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
(c) You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
(d) If any of the above conditions apply, then we reserve the absolute right to reverse orders, set your Fee to 0% or suspend you from the program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.
5. WEBSITE RESTRICTIONS
In order to participate in the Program, your website must comply with all requirements set forth in this Agreement, including the following.
Your website may not:
(a) Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights.
(b) Violate any law, rule or regulation.
(c) Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, adult content, pornography or sexually explicit materials, or links to sites that contain or promote the foregoing.
(d) Contain explicit, vulgar, or obscene language.
(e) Contain racial, ethnic, political, hate-mongering or otherwise objectionable content.
(f) Promote illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, illegal drugs, etc.
(g) Contain or promote software piracy, list passwords, software cracking, warez or any illegal activity.
(h) Contain links that automatically redirect users to another site
(i) Send unsolicited emails or other communications.
(j) Contain or include browser helper objects, software that generates clicks, causes any popups on anyone else's site or attempts to set a cookie or tracking without the user clicking the link.
(k) Contain any questionable or controversial subject matter judged inappropriate by us.
(l) Offer incentives, including cash, points, contest entries, prizes or rewards to click on ads or links.
(m) Contain or include software downloads that, in our sole discretion, can potentially divert commissions from other affiliates.
(n) Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
(o) Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
6. LINKING TO OUR WEBSITE
Upon your acceptance into the program, if ever, links will be made available to you through the Program interface. Your acceptance in our Program means you agree to and abide by the following:
(a) You will only use linking code obtained from the Program without manipulation.
(b) All domains that use your affiliate link must be listed in your affiliate profile.
(c) Your website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
(d) You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
(e) Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
(f) If you are found redirecting links to hide or manipulate their original source, your current and past Fees will be voided or your Fee level will be set to 0%. This does not include using “out” redirects from the same domain where the affiliate link is placed.
7. PPC GUIDELINES
If you are enrolled in our Program and participate in paid search engine advertising or PPC, you must adhere to our PPC guidelines as follows:
(a) You may not bid on any of our trademark-related terms (including but not limited to those identified below), including any variations or misspellings thereof for search or content based campaigns on Google, Bing, Yahoo or any other keyword-based advertising network.
(b) You may not use our trademark-related terms in sequence with any other keyword (i.g. "ASYSTEM Coupons" or "ASYSTEM Deals").
(c) You may not use our trademark-related terms in your ad title, ad copy, display name, or as the display URL.
(d) You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Webusers must be directed to an actual page on your website.
(e) You may not bid in any manner appearing higher than ASYSTEM for any search term in position 1-5 in any auction style pay-per-click advertising program.
(f) If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we STRONGLY suggest you add our trademark-related terms as negative keywords. We have a strict no tolerance policy on PPC trademark-related violations. You will forfeit all Fees for a minimum of the past 30 days and your Fee will be set to 0% without warning if you engage in PPC advertising that uses our trademark-related terms in any way.
(g) No PPC, or other paid ads, may include or contain “ASYSTEM” or variants thereof.
(h) No PPC, or other paid ads, may link to our website, whether directly or using your Program Links.
(i) Prohibited trademarked-related terms include, but are not limited to: ASYSTEM, ASYSTEM supplements, ASYSTEM skincare, ASYSTEM review, ASYSTEM vitamins, ASYSTEM wellness, ASYSTEM for men, and any/all closely related variations or misspellings.
8. SOCIAL MEDIA
Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:
(a) You are allowed to promote APPROVED affiliate offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages.
(b) You are ARE PROHIBITED to promote affiliate offers to your own lists that are not approved.
(c) You ARE PROHIBITED from posting your affiliate links on ASYSTEM’ Facebook, Instagram, Twitter, Pinterest, etc. company pages in an attempt to turn those links into affiliate sales.
9. SOCIAL ADVERTISING GUIDELINES
If you are enrolled in our Program and participate in social advertising, you must adhere to our social advertising guidelines as follows:
(a) You may not target fans or followers of any of our social profiles (which are identified below) including any variation or misspellings thereof for social campaigns including, but not limited to Facebook, Twitter, LinkedIn, Pinterest, Instagram, or on any social network.
(b) You may not target trademark-related terms as interests (which are identified below), including any variation or misspellings thereof for social campaigns including, but not limited to Facebook, Twitter, LinkedIn, Pinterest, Instagram, or on any social network.
(c) You may not use our trademark-related terms or logo in your ad creative, title, ad copy, display name, or as the display URL.
(d) You may not direct link to our website from any social ads or use redirects that yield the same result. Affiliates must be directed to an actual page on your website.
(e) You will forfeit all Fees for a minimum of the past 30 days and your Fee will be set to 0% without warning if you engage in social advertising that violates the guidelines set forth above.
(f) ASYSTEM Social Profiles:
(i) Facebook: @ownthesystem
(ii) Instagram: @asystem
(g) Prohibited trademarked-related terms: include, but are not limited to: ASYSTEM, ASYSTEM supplements, ASYSTEM skincare, ASYSTEM review, ASYSTEM vitamins, ASYSTEM wellness, ASYSTEM for men,, and any/all closely related variations or misspellings.
10. COUPON GUIDELINES
If you are enrolled in our Program and your website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
(a) You may ONLY advertise coupon codes that are provided to you through the affiliate program or network or that are displayed on our website(s).
(b) Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in removal from the program.
(c) Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
(d) You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
(e) You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, social media, or any other campaign.
(f) You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if shipping is always free for orders over $75, you may not turn this into an offer that infers that the customer must click from your website to get this deal.
(g) Additionally, if your website ranks on the first page of Google for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower Fee than our standard rate to offset the reduced profitability of orders.
11. COUPON ATTRIBUTION & AUTHENTICATION:
All transactions that utilize a non-authorized coupon code during purchase will not be paid a Fee for that transaction. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters, to that affiliate directly/privately or short term site-wide offers. Publishing coupon codes obtained from customer e-mails, social media, print media, or any other publication by our website other than those codes that are displayed on our website is strictly prohibited. Coupon codes that are not valid, phony, or expired will not be given Fees on these orders.
In addition any Affiliate that publishes a prohibited coupon code will be notified of the violation and will forfeit all future Fees until an ASYSTEM team member has determined that your website is no longer publishing the prohibited coupon code. All valid transactions without a coupon code used are considered subject to a Fee.
12. SUB-AFFILIATE NETWORKS
Promoting us through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our Program terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program.
Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of Fees from sales made through any sub-affiliate that does not comply with our program terms.
13. MID-CHECKOUT FEE REDUCTION & OVERWRITE RULE
We use a dynamic pixel system that may make changes to the standard Fee in the case of a mid-checkout referral, which is defined as a cookie that is set within the last ten minutes before purchase. By reducing our Fee on these types of referrals and by closely monitoring the quality of traffic we receive from each affiliate, we will be able to pay out higher Fees for driving new customers and traffic. This logic also gives full credit to the first referring affiliate in the case that a second affiliate enters within this last ten minutes.
(a) Scenarios:
(i) Two affiliates outside of ten minutes before sale, normal "last in" logic applies.
(ii) One Affiliate outside of ten minutes before sale, one within. "Last in" affiliate will receive a reduced Fee of 2% and first affiliate will receive full Fee.
(iii) Single affiliate within last ten minutes, 2% Fee will apply.
(iv) Two affiliates within last ten minutes, last in will receive a reduced Fee of 2%.
14. TRANSACTION LOCK DATES
All sales will remain in a “sales pending period” and will not lock until 60 days following the date of transaction. Generally, payments will be sent in accordance with then current Share-a-Sale payment terms, unless changed by AYSTEM for any reason. ASYSTEM reserves the right to change the payment date, or hold Fees for longer for any or no reason.
15. DOMAIN NAMES
Use of any of our trademark-related terms as part of the domain or sub-domain for your website is strictly prohibited (e.g. ASYSTEM.website.com or www.ASYSTEM-coupons.com).
Prohibited trademark-related terms and targeted interests include, but are not limited to: ASYSTEM, ASYSTEM supplements, ASYSTEM skincare, ASYSTEM review, ASYSTEM vitamins, ASYSTEM wellness, ASYSTEM for men, and any/all closely related variations or misspellings.
16. ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written material that makes reference to our program without first submitting that material to us and receiving our prior written consent. If you intend to promote our program via e-mail campaigns, you must adhere to the following:
Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.
E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of ASYSTEM.
E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail. Our approval is not an indication that the email is compliant and we make no representations that approved emails or other communications are lawful.
17. FTC DISCLOSURE REQUIREMENTS
As an internet marketer you should be familiar with disclosure requirements by the FTC. You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.
Disclosures must be made as close as possible to the claims.
Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).
Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC's Endorsement Guidelines at
http://business.ftc.gov/advertising-and-marketing/endorsements
18. PROHIBITION AGAINST SOLICITATION FOR RESIDENT AFFILIATES IN CERTAIN STATES
As a condition of its participation in the Program, any corporate Affiliate with a place of business in one of the following states and/or any individual Affiliate who is a resident of one of the following States agrees that its activities on behalf of ASYSTEM shall be limited to providing a link on your website to our website: Arkansas, Connecticut, Georgia, Illinois, Kansas, Louisiana, Maine, Michigan, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Puerto Rico, Rhode Island, Tennessee and Vermont (hereinafter “Non-Solicit States”). Affiliate acknowledges that under current laws in these Non-Solicit States, solicitation and promotional activities by Affiliate may render ASYSTEM liable for collecting sales tax on all sales to customers in these states. Therefore, as a condition of participation in the Program, Affiliate is prohibited from engaging in any solicitation activities in the Non-Solicit States intended to refer potential customers to ASYSTEM, including, but not limited to: (i) distributing flyers, coupons, newsletters and other printed materials, or electronic equivalents of such materials; (ii) engaging in verbal solicitation, including in-person referrals or initiating telephone calls; and (iii) sending emails, text messages or maintaining social network sites intended, directly or indirectly, to solicit or refer customers to ASYSTEM. We require Affiliates in all Non-Solicit States to provide ASYSTEM with a written statement of compliance with this provision on an annual basis (by May 31 of each year). If you fail to provide this written statement of compliance, or if ASYSTEM learns you have not complied with your obligations, we will remove you from the Program. We reserve the right to require any Affiliate to provide a written statement of non-solicitation should events require, including but not limited to, if the state of the Affiliate’s residence adopts a law placing limits on solicitation, or if the Affiliate relocates to a Non-Solicit State. Affiliate agrees to cooperate with completing any forms which may be required for tax purposes, including statements or certifications regarding its activities. Affiliate further acknowledges that tax laws are subject to change at any time and such changes may render Affiliates in certain states ineligible for continued participation in the Program. We reserve the right to remove any Affiliate from the Program at any time for any reason or to revise this understanding prohibiting affiliate solicitation on its behalf.
Any Affiliate that constitutes an organization, club, or nonprofit group shall maintain prominently on your website information alerting its members to the prohibition against solicitation activities in the Non-Solicit States as described above.
19. CUSTOMERS
ASYSTEM’ customers are not, by virtue of your participation in this Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on our website will apply to the customers. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers, you will direct them to ASYSTEM customer service.
20. WARRANTIES
You represent, warrant, and covenant that (a) you will participate in the Program and create, maintain, and operate your website in accordance with this Agreement, (b) neither your participation in the Program nor your creation, maintenance, or operation of your website will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, industry standards, judgments, decisions, or other requirements of any applicable governmental authority (including all such rules governing communications and marketing), (c) that you are lawfully able to enter into contracts (e.g. you are not a minor) and (d) the information you provide in connection with the Program is accurate and complete at all times.
We do not make any representation, warranty, or covenant regarding the amount of traffic or Fees you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.
21. TERM AND TERMINATION
The term of this Agreement will begin upon your registration on or use of the Program and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
22. DISCLAIMERS
THE PROGRAM, OUR WEBSITE, OUR PRODUCTS, THE PROGRAM LINKS, ANY CONTENT WE PROVIDE OR MAKE AVAILABLE TO YOU, OUR TRADEMARKS, THE PROGRAM, OUR DOMAIN NAMES AND ANY AND ALL OTHER INFORMATION, CONTENT, IMAGES, RELATED DIRECTLY OR INDIRECTLY TO ASYSTEM, OUR WEBSITE, AND/OR OUR PRODUCTS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR PARTNERS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR PARTNERS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CONTENT. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR PARTNERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE CONTENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR PARTNERS WARRANT THAT THE CONTENT WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR PARTNERS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR WEBSITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM OR THE CONTENT OR OUR WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR PARTNERS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM OR FORFEITURE OR DEDUCTION OF THE FEE.
23. LIMITATION OF LIABILITY
24. NEITHER WE NOR ANY OF OUR PARTNERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE CONTENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
25. INDEMNIFICATION
WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR WEBSITE OR YOUR VIOLATION OF THIS AGREEMENT, OR THE PROGRAM AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR PARTNERS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR WEBSITE OR ANY MATERIALS THAT APPEAR ON YOUR WEBSITE OR SOCIAL MEDIA ACCOUNTS, INCLUDING THE COMBINATION OF YOUR WEBSITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR WEBSITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR WEBSITE, (C) YOUR USE OF ANY CONTENT, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT, ANY OPERATIONAL DOCUMENTATION, OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.
26. DISPUTES
Any dispute relating in any way to the Program or this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
27. MODIFICATION
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice or revised Agreement, on our website or by sending notice of such modification to you by email to the primary email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email but will in no event be less than two business days after the date the email is sent). YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
Please contact us if you have any questions about this or any part of this Agreement via email at info@asystem.com.
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Exhibit A
FTC Requirements
I have read and understand the FTC requirements related to affiliate disclosures. It is my responsibility to know and understand FTC requirements, and the below are provided merely for my convenience. I will seek independent counsel as necessary so that I may comply with all FTC requirements, and I will review the FTC requirements at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking.
1. An endorsement is advertising message that consumers are likely to believe reflects the opinions, beliefs, findings, or experiences of the endorser.
2. Endorsements must reflect the honest opinions, findings, beliefs, or experience of the endorser. Furthermore, an endorsement may not convey any express or implied representation that would be deceptive if made directly by the advertiser.
3. If you are being compensated, in any way, by the makers of a product or the owners of a brand which you mention, then the FTC Disclosure rules apply to you.
4. You have to disclose the fact that you have received some form of compensation from the company whose products or services you are posting about and it is best to describe the nature of your relationship to the company.
5. Disclosures are required every single time. Disclosure must be done as close to the claim as possible. And it must be done every time.
6. The disclosure must be clear and conspicuous to the reasonable consumer.
7. Disclosures should be made before the sales process begins.
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Exhibit B
Trademark Guidelines
Trademark Guidelines
In material consideration for being an affiliate in connection with the Program, you agree to comply with ASYSTEM’s Trademark Guidelines (“Guidelines”).
ASYSTEM may change these Guidelines at any time and will provide you with an updated copy of these Guidelines.
The trademarks owned or used by ASYSTEM, as well as any other trade dress owned by or used by ASYSTEM are the “Trademarks”. ASYSTEM routinely creates photographs and images of ASYSTEM’ products, goods and clients (“Photographs”) used to promote, market and/or sell ASYSTEM’ goods. ASYSTEM sometimes grants its affiliates limited licenses to access and use the Photographs solely under this Agreement. Based on your relationship with ASYSTEM, you are being granted a non-exclusive, limited, revocable license to use the Photographs, strictly subject to your compliance with these Guidelines.
If you do not agree with these Guidelines, you cannot use or access the Photographs or the Trademarks.
In the event any Trademarks are licensed to ASYSTEM, the trademark owners’ terms and conditions take precedence over these Guidelines and you understand and agree that the trademark owners’ terms and conditions may be more restrictive than these Guidelines.
Email. During and after the term, you will not use any Trademarks in connection with an email account without ASYSTEM’ prior written approval. If you set up an email account incorporating the Trademarks, you will do so only as an agent of ASYSTEM, and you assign and will assign and transfer the email account and any passwords to ASYSTEM at ASYSTEM’ request. If you fail to assign and transfer the email account and any passwords to ASYSTEM within a reasonable time from ASYSTEM’ request, you hereby grant ASYSTEM a limited Power of Attorney to transfer the email account and will execute any documents reasonably necessary to effect the transfer.
Websites, Domain Names and Keywords. During and after the Term, you will not use any Trademarks in connection with any websites, domain names and/or keywords without ASYSTEM’ prior written approval. If you register or use any websites, domain names or keywords incorporating the Trademarks, you do so only as an agent of ASYSTEM, and you assign and will assign and transfer the websites, domain names and keywords, and any passwords to ASYSTEM at ASYSTEM’ request. If you fail to assign and transfer a website, domain name and/or keyword, and any passwords to ASYSTEM within a reasonable time from ASYSTEM’ request, you hereby grant ASYSTEM a limited Power of Attorney to transfer the website, domain name or keyword and you will execute any documents reasonably necessary to effect the transfer.
Social Media Account. If you register any social media accounts incorporating the Trademarks (i.e. a Twitter account or a Facebook account), you may only use the account during the Term. After the Term, you must transfer the account, and any passwords, to ASYSTEM. You assign and will assign and transfer the social media account to ASYSTEM at ASYSTEM’ request at any time after the Term. If you fail to transfer and assign any social media accounts, and any passwords, to ASYSTEM within a reasonable time from ASYSTEM’ request, you hereby grant ASYSTEM a limited Power of Attorney to transfer the social media account and you will execute any documents necessary to effect the transfer.
Advertising and Promotion of Goods. If you use the Trademarks in any way and ASYSTEM believes that the use does not represent the quality of the brand, ASYSTEM will advise you to remove and/or modify the use of the Trademarks. You must comply with any such request within five (5) business days of notice from ASYSTEM.
Use of Trademarks After Term: You will cease all uses of the Trademarks as soon as this Agreement has ended, whether by expiration or termination. You will not make any further use of the Trademarks after the Term has ended.
Use of Similar Trademarks. During or after the Term, you agree not to use any trademarks or trade dress that is confusingly similar to any of the Trademarks.
Modifications. You agree to use the Trademarks only as set forth herein. All rights in and to the Trademarks are retained exclusively by ASYSTEM. Any of my use of the Trademarks inures to the benefit of ASYSTEM. You will not modify, change or alter the Trademarks or the Photographs or any uses of the Trademarks or Photographs.
Limited Use. You will only use the Photographs and the Trademarks under this Agreement.
Cessation of Use. Upon receipt of written notification from ASYSTEM, you will immediately stop all use of the Photographs and the Trademarks and remove all Photographs and Trademarks.
Ownership. You agree that, as between you and ASYSTEM, ASYSTEM owns all right, title and interest in and to the Photographs and the Trademarks and any derivatives of the Photographs.
License. You agree that you are using the Photographs and the Trademarks under a limited license from ASYSTEM and any of your use of the Photographs and Trademarks inures to the benefit of ASYSTEM.
Not Transferrable. You will not share access to the Photographs or the Trademarks with any third party without ASYSTEM’ prior written approval.
Restriction and Termination. ASYSTEM may restrict or terminate your access to the Photographs and Trademarks at any time.
Effective As of March 16, 2020
This Asystem Affiliate Agreement (“Agreement”) governs your participation in ASYSTEM, INC., a Delaware corporation (“AYSTEM”, “we”, “our”, or “us”) affiliate program (“Program”). This Agreement and the Program apply to website(s) identified below. All of our websites are referred to as “our website”.
ASYSTEM: https://www.asystem.com/
We highly recommend you read this Agreement carefully before you join the Program or begin marketing the Program. There are many tactics used by affiliate marketers that are prohibited in our Program. This Agreement is written in plain language intentionally avoiding legalese to ensure that it may be clearly understood and followed by you, the affiliates. Each affiliate is responsible for assuring that their employees, agents and contractors comply with these terms and conditions. Thank you.
In order to be a part of the Program and agree to this Agreement, you must be eighteen or older. You may not enter into this Agreement or use the Program if you are under eighteen.
Your participation in the Program is your agreement to comply with the terms and conditions set forth herein.
All affiliates must comply with certain FTC requirements related to affiliate disclosures. Please carefully review Exhibit A to this ASYSTEM Affiliate Agreement. Please ensure that you follow the FTC guidelines with regard to affiliate disclosures at all times.
By participating in the Program, you are also agreeing to the ASYSTEM Trademark Guidelines. The ASYSTEM Trademark Guidelines are attached as Exhibit B. By agreeing to this Agreement, you are confirming that you have reviewed the ASYSTEM Trademark Guidelines and will comply with then.
Any person or entity that participates or attempts to participate in our Program (each such person or entity, “you”, or an “Associate”) must accept this Agreement without change, in whole. By registering for or using the Program, you expressly agree to this Agreement and all uses of the Program will comply with this Agreement, as may be amended from time to time.
We understand that you may use the Program through your own URL, website, social media account, or other digital form of communication (collectively, “your website”) and your website must at all times comply with this Agreement.
In addition to any other requirements we may impose from time to time, and without limiting our ability to reject an application for any or no reason, at a minimum, to be eligible to participate in the Program, your website must:
- Have a top level domain name;
- Be fully functional, without any “under construction” or similar sites or sections; and
- Be aesthetically pleasing, with no banner farms or pages full of affiliate links.
Please read this Agreement carefully, and please consult with your counsel if you have any questions at all. It is very, very important to note that the failure to comply with this Agreement, whether on purpose or by accident, may result in the forfeiture of payment that would otherwise be due to you. Our decision is absolute and final as to any payments made hereunder, and we reserve the right in our sole and absolute discretion to forfeit payment, even if you believe it has already been accrued. Compliance with the terms of this Agreement is a material condition of receiving any payments hereunder.
Please contact us if you have any questions about this or any part of this Agreement via email at info@asystem.com.
1. ENROLLMENT
After receiving your application to participate in the Program, we will review your website and notify you of your acceptance or rejection into our Program. Please allow up to 72 hours for your application to be reviewed. We reserve the right to reject any application; however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. Although we make the effort to review and respond to each application to participate in the Program, sometimes applications do fall through the cracks. You are not enrolled in the Program until you receive a specific approval from us. In the event you do not receive any response, you are not yet enrolled in the Program. Please feel free to follow up if you have not received a response after 72 business hours. You may not at any time promote yourself or your website as being a part of the Program unless and until you have received an affirmative confirmation that you were accepted into the program. It is very important to note that any acceptance of your application is ONLY an acceptance for the website identified in your application. If you change your website or have a new website, you will need to complete a new application for that website. You must be honest in your application, and any inaccurate or untruthful representations in your application may lead to your rejection from the Program, or your suspension from the Program, or further penalties as we see fit in our sole and absolute discretion.
2. ABOUT THE PROGRAM/ FEES
The Program permits you to monetize your website by including links to our website on your website. The links must be exactly as we provide to be included in the Program. Each link that we provide to you is referred to as a “Program Link”. The Program Links will link to our website, or our products that are offered for sale to end customers.
When customers click a Program Link to successfully purchase an item sold or services offered for sale on our website (“our product”), you may be eligible to receive a fee as a result of that sale, and as set forth in more detail in this Agreement (the “Fee”). We need to ensure that you are aware that the Fee is not guaranteed and you cannot rely on receiving the Fee.
The current Fee is as set forth in the Share-a-Sale dashboard. Please click here to confirm your current Fee. The Fee is the percentage of the sale of our product that is directly attributable to your Program Link, less all applicable deductions, returns and exchanges, unless a different Fee is identified in your account. You can check your account status by clicking here.
In order for a Fee to accrue, the sale of our product must originate from your Program Link. If a customer has our product in their e-basket, and they clink your Program Link after the fact, you will not be eligible for a Fee.
Your own purchase of our product is not subject to the Fee, nor are sales to anyone at the billing or shipping address you provide in your affiliate profile.
Duplicate or fraudulent transactions, as determined solely by us, are not eligible for any Fee, may be removed and the transaction may be reversed. A Fee is a one-time payment per customer for completed transactions.
Fees are paid monthly, approximately 30 days after the end of each applicable calendar month, for Fees earned in the previous month, for transactions that have been paid in full and were not cancelled, providing you have at least $25 due to you. For any month your fee is less than $25, the balance will be carried over to the following month. We will pay a fee for a completed transaction placed within the cookie life of thirty (30) days, unless the customer makes a purchase after clicking on another affiliates link or a link or advertisement placed by us. The Fee rates are subject to change at any time, in our sole discretion, without notice, however we will make a reasonable attempt to notify you of the change.
Cookie life begins when a user clicks your Program Link and enters our site. Fees are only payable if it can be tracked to you with your affiliate id. We cannot track referrals for users who do not accept cookies or if they delete our cookie. While the cookie life is 30 days, the cookie may continue to track all orders for the duration of your participation in the Program.
3. COMPLIANCE
You must comply with this Agreement. You must promptly provide us with any information that we request to verify your compliance with this Agreement.
If you violate this Agreement, we reserve the right to withhold (and you agree you will not be eligible to receive) any and all Fees otherwise payable to you under this Agreement, whether or not directly related to such violation.
4. REVERSAL & COMMUNICATION POLICY
We reserve the right to reverse Fees and/or orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. All decisions regarding the payment of Fees is at ASYSTEM’ sole and absolute discretion. ASYSTEM has broad discretion to determine how and when to pay the Fee, and in the event we believe that you are violating this Agreement, we may hold back some or all Fees that have already accrued, or forfeit some or all Fees.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions; we expect that you will respond in a timely and honest manner. Below are violations of our communications policy:
(a) You are not forthcoming, intentionally vague or are found to be lying.
(b) You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
(c) You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
(d) If any of the above conditions apply, then we reserve the absolute right to reverse orders, set your Fee to 0% or suspend you from the program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.
5. WEBSITE RESTRICTIONS
In order to participate in the Program, your website must comply with all requirements set forth in this Agreement, including the following.
Your website may not:
(a) Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights.
(b) Violate any law, rule or regulation.
(c) Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, adult content, pornography or sexually explicit materials, or links to sites that contain or promote the foregoing.
(d) Contain explicit, vulgar, or obscene language.
(e) Contain racial, ethnic, political, hate-mongering or otherwise objectionable content.
(f) Promote illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, illegal drugs, etc.
(g) Contain or promote software piracy, list passwords, software cracking, warez or any illegal activity.
(h) Contain links that automatically redirect users to another site
(i) Send unsolicited emails or other communications.
(j) Contain or include browser helper objects, software that generates clicks, causes any popups on anyone else's site or attempts to set a cookie or tracking without the user clicking the link.
(k) Contain any questionable or controversial subject matter judged inappropriate by us.
(l) Offer incentives, including cash, points, contest entries, prizes or rewards to click on ads or links.
(m) Contain or include software downloads that, in our sole discretion, can potentially divert commissions from other affiliates.
(n) Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
(o) Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
6. LINKING TO OUR WEBSITE
Upon your acceptance into the program, if ever, links will be made available to you through the Program interface. Your acceptance in our Program means you agree to and abide by the following:
(a) You will only use linking code obtained from the Program without manipulation.
(b) All domains that use your affiliate link must be listed in your affiliate profile.
(c) Your website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
(d) You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
(e) Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
(f) If you are found redirecting links to hide or manipulate their original source, your current and past Fees will be voided or your Fee level will be set to 0%. This does not include using “out” redirects from the same domain where the affiliate link is placed.
7. PPC GUIDELINES
If you are enrolled in our Program and participate in paid search engine advertising or PPC, you must adhere to our PPC guidelines as follows:
(a) You may not bid on any of our trademark-related terms (including but not limited to those identified below), including any variations or misspellings thereof for search or content based campaigns on Google, Bing, Yahoo or any other keyword-based advertising network.
(b) You may not use our trademark-related terms in sequence with any other keyword (i.g. "ASYSTEM Coupons" or "ASYSTEM Deals").
(c) You may not use our trademark-related terms in your ad title, ad copy, display name, or as the display URL.
(d) You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Webusers must be directed to an actual page on your website.
(e) You may not bid in any manner appearing higher than ASYSTEM for any search term in position 1-5 in any auction style pay-per-click advertising program.
(f) If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we STRONGLY suggest you add our trademark-related terms as negative keywords. We have a strict no tolerance policy on PPC trademark-related violations. You will forfeit all Fees for a minimum of the past 30 days and your Fee will be set to 0% without warning if you engage in PPC advertising that uses our trademark-related terms in any way.
(g) No PPC, or other paid ads, may include or contain “ASYSTEM” or variants thereof.
(h) No PPC, or other paid ads, may link to our website, whether directly or using your Program Links.
(i) Prohibited trademarked-related terms include, but are not limited to: ASYSTEM, ASYSTEM supplements, ASYSTEM skincare, ASYSTEM review, ASYSTEM vitamins, ASYSTEM wellness, ASYSTEM for men, and any/all closely related variations or misspellings.
8. SOCIAL MEDIA
Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:
(a) You are allowed to promote APPROVED affiliate offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages.
(b) You are ARE PROHIBITED to promote affiliate offers to your own lists that are not approved.
(c) You ARE PROHIBITED from posting your affiliate links on ASYSTEM’ Facebook, Instagram, Twitter, Pinterest, etc. company pages in an attempt to turn those links into affiliate sales.
9. SOCIAL ADVERTISING GUIDELINES
If you are enrolled in our Program and participate in social advertising, you must adhere to our social advertising guidelines as follows:
(a) You may not target fans or followers of any of our social profiles (which are identified below) including any variation or misspellings thereof for social campaigns including, but not limited to Facebook, Twitter, LinkedIn, Pinterest, Instagram, or on any social network.
(b) You may not target trademark-related terms as interests (which are identified below), including any variation or misspellings thereof for social campaigns including, but not limited to Facebook, Twitter, LinkedIn, Pinterest, Instagram, or on any social network.
(c) You may not use our trademark-related terms or logo in your ad creative, title, ad copy, display name, or as the display URL.
(d) You may not direct link to our website from any social ads or use redirects that yield the same result. Affiliates must be directed to an actual page on your website.
(e) You will forfeit all Fees for a minimum of the past 30 days and your Fee will be set to 0% without warning if you engage in social advertising that violates the guidelines set forth above.
(f) ASYSTEM Social Profiles:
(i) Facebook: @ownthesystem
(ii) Instagram: @asystem
(g) Prohibited trademarked-related terms: include, but are not limited to: ASYSTEM, ASYSTEM supplements, ASYSTEM skincare, ASYSTEM review, ASYSTEM vitamins, ASYSTEM wellness, ASYSTEM for men,, and any/all closely related variations or misspellings.
10. COUPON GUIDELINES
If you are enrolled in our Program and your website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
(a) You may ONLY advertise coupon codes that are provided to you through the affiliate program or network or that are displayed on our website(s).
(b) Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in removal from the program.
(c) Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
(d) You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
(e) You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, social media, or any other campaign.
(f) You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if shipping is always free for orders over $75, you may not turn this into an offer that infers that the customer must click from your website to get this deal.
(g) Additionally, if your website ranks on the first page of Google for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower Fee than our standard rate to offset the reduced profitability of orders.
11. COUPON ATTRIBUTION & AUTHENTICATION:
All transactions that utilize a non-authorized coupon code during purchase will not be paid a Fee for that transaction. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters, to that affiliate directly/privately or short term site-wide offers. Publishing coupon codes obtained from customer e-mails, social media, print media, or any other publication by our website other than those codes that are displayed on our website is strictly prohibited. Coupon codes that are not valid, phony, or expired will not be given Fees on these orders.
In addition any Affiliate that publishes a prohibited coupon code will be notified of the violation and will forfeit all future Fees until an ASYSTEM team member has determined that your website is no longer publishing the prohibited coupon code. All valid transactions without a coupon code used are considered subject to a Fee.
12. SUB-AFFILIATE NETWORKS
Promoting us through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our Program terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program.
Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of Fees from sales made through any sub-affiliate that does not comply with our program terms.
13. MID-CHECKOUT FEE REDUCTION & OVERWRITE RULE
We use a dynamic pixel system that may make changes to the standard Fee in the case of a mid-checkout referral, which is defined as a cookie that is set within the last ten minutes before purchase. By reducing our Fee on these types of referrals and by closely monitoring the quality of traffic we receive from each affiliate, we will be able to pay out higher Fees for driving new customers and traffic. This logic also gives full credit to the first referring affiliate in the case that a second affiliate enters within this last ten minutes.
(a) Scenarios:
(i) Two affiliates outside of ten minutes before sale, normal "last in" logic applies.
(ii) One Affiliate outside of ten minutes before sale, one within. "Last in" affiliate will receive a reduced Fee of 2% and first affiliate will receive full Fee.
(iii) Single affiliate within last ten minutes, 2% Fee will apply.
(iv) Two affiliates within last ten minutes, last in will receive a reduced Fee of 2%.
14. TRANSACTION LOCK DATES
All sales will remain in a “sales pending period” and will not lock until 60 days following the date of transaction. Generally, payments will be sent in accordance with then current Share-a-Sale payment terms, unless changed by AYSTEM for any reason. ASYSTEM reserves the right to change the payment date, or hold Fees for longer for any or no reason.
15. DOMAIN NAMES
Use of any of our trademark-related terms as part of the domain or sub-domain for your website is strictly prohibited (e.g. ASYSTEM.website.com or www.ASYSTEM-coupons.com).
Prohibited trademark-related terms and targeted interests include, but are not limited to: ASYSTEM, ASYSTEM supplements, ASYSTEM skincare, ASYSTEM review, ASYSTEM vitamins, ASYSTEM wellness, ASYSTEM for men, and any/all closely related variations or misspellings.
16. ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written material that makes reference to our program without first submitting that material to us and receiving our prior written consent. If you intend to promote our program via e-mail campaigns, you must adhere to the following:
Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.
E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of ASYSTEM.
E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail. Our approval is not an indication that the email is compliant and we make no representations that approved emails or other communications are lawful.
17. FTC DISCLOSURE REQUIREMENTS
As an internet marketer you should be familiar with disclosure requirements by the FTC. You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.
Disclosures must be made as close as possible to the claims.
Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).
Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC's Endorsement Guidelines at
http://business.ftc.gov/advertising-and-marketing/endorsements
18. PROHIBITION AGAINST SOLICITATION FOR RESIDENT AFFILIATES IN CERTAIN STATES
As a condition of its participation in the Program, any corporate Affiliate with a place of business in one of the following states and/or any individual Affiliate who is a resident of one of the following States agrees that its activities on behalf of ASYSTEM shall be limited to providing a link on your website to our website: Arkansas, Connecticut, Georgia, Illinois, Kansas, Louisiana, Maine, Michigan, Minnesota, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Puerto Rico, Rhode Island, Tennessee and Vermont (hereinafter “Non-Solicit States”). Affiliate acknowledges that under current laws in these Non-Solicit States, solicitation and promotional activities by Affiliate may render ASYSTEM liable for collecting sales tax on all sales to customers in these states. Therefore, as a condition of participation in the Program, Affiliate is prohibited from engaging in any solicitation activities in the Non-Solicit States intended to refer potential customers to ASYSTEM, including, but not limited to: (i) distributing flyers, coupons, newsletters and other printed materials, or electronic equivalents of such materials; (ii) engaging in verbal solicitation, including in-person referrals or initiating telephone calls; and (iii) sending emails, text messages or maintaining social network sites intended, directly or indirectly, to solicit or refer customers to ASYSTEM. We require Affiliates in all Non-Solicit States to provide ASYSTEM with a written statement of compliance with this provision on an annual basis (by May 31 of each year). If you fail to provide this written statement of compliance, or if ASYSTEM learns you have not complied with your obligations, we will remove you from the Program. We reserve the right to require any Affiliate to provide a written statement of non-solicitation should events require, including but not limited to, if the state of the Affiliate’s residence adopts a law placing limits on solicitation, or if the Affiliate relocates to a Non-Solicit State. Affiliate agrees to cooperate with completing any forms which may be required for tax purposes, including statements or certifications regarding its activities. Affiliate further acknowledges that tax laws are subject to change at any time and such changes may render Affiliates in certain states ineligible for continued participation in the Program. We reserve the right to remove any Affiliate from the Program at any time for any reason or to revise this understanding prohibiting affiliate solicitation on its behalf.
Any Affiliate that constitutes an organization, club, or nonprofit group shall maintain prominently on your website information alerting its members to the prohibition against solicitation activities in the Non-Solicit States as described above.
19. CUSTOMERS
ASYSTEM’ customers are not, by virtue of your participation in this Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on our website will apply to the customers. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers, you will direct them to ASYSTEM customer service.
20. WARRANTIES
You represent, warrant, and covenant that (a) you will participate in the Program and create, maintain, and operate your website in accordance with this Agreement, (b) neither your participation in the Program nor your creation, maintenance, or operation of your website will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, industry standards, judgments, decisions, or other requirements of any applicable governmental authority (including all such rules governing communications and marketing), (c) that you are lawfully able to enter into contracts (e.g. you are not a minor) and (d) the information you provide in connection with the Program is accurate and complete at all times.
We do not make any representation, warranty, or covenant regarding the amount of traffic or Fees you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.
21. TERM AND TERMINATION
The term of this Agreement will begin upon your registration on or use of the Program and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
22. DISCLAIMERS
THE PROGRAM, OUR WEBSITE, OUR PRODUCTS, THE PROGRAM LINKS, ANY CONTENT WE PROVIDE OR MAKE AVAILABLE TO YOU, OUR TRADEMARKS, THE PROGRAM, OUR DOMAIN NAMES AND ANY AND ALL OTHER INFORMATION, CONTENT, IMAGES, RELATED DIRECTLY OR INDIRECTLY TO ASYSTEM, OUR WEBSITE, AND/OR OUR PRODUCTS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR PARTNERS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR PARTNERS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CONTENT. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR PARTNERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE CONTENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR PARTNERS WARRANT THAT THE CONTENT WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR PARTNERS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR WEBSITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM OR THE CONTENT OR OUR WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR PARTNERS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM OR FORFEITURE OR DEDUCTION OF THE FEE.
23. LIMITATION OF LIABILITY
24. NEITHER WE NOR ANY OF OUR PARTNERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE CONTENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
25. INDEMNIFICATION
WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR WEBSITE OR YOUR VIOLATION OF THIS AGREEMENT, OR THE PROGRAM AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR PARTNERS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR WEBSITE OR ANY MATERIALS THAT APPEAR ON YOUR WEBSITE OR SOCIAL MEDIA ACCOUNTS, INCLUDING THE COMBINATION OF YOUR WEBSITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR WEBSITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR WEBSITE, (C) YOUR USE OF ANY CONTENT, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT, ANY OPERATIONAL DOCUMENTATION, OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.
26. DISPUTES
Any dispute relating in any way to the Program or this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
27. MODIFICATION
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice or revised Agreement, on our website or by sending notice of such modification to you by email to the primary email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email but will in no event be less than two business days after the date the email is sent). YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
Please contact us if you have any questions about this or any part of this Agreement via email at info@asystem.com.
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Exhibit A
FTC Requirements
I have read and understand the FTC requirements related to affiliate disclosures. It is my responsibility to know and understand FTC requirements, and the below are provided merely for my convenience. I will seek independent counsel as necessary so that I may comply with all FTC requirements, and I will review the FTC requirements at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking.
1. An endorsement is advertising message that consumers are likely to believe reflects the opinions, beliefs, findings, or experiences of the endorser.
2. Endorsements must reflect the honest opinions, findings, beliefs, or experience of the endorser. Furthermore, an endorsement may not convey any express or implied representation that would be deceptive if made directly by the advertiser.
3. If you are being compensated, in any way, by the makers of a product or the owners of a brand which you mention, then the FTC Disclosure rules apply to you.
4. You have to disclose the fact that you have received some form of compensation from the company whose products or services you are posting about and it is best to describe the nature of your relationship to the company.
5. Disclosures are required every single time. Disclosure must be done as close to the claim as possible. And it must be done every time.
6. The disclosure must be clear and conspicuous to the reasonable consumer.
7. Disclosures should be made before the sales process begins.
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Exhibit B
Trademark Guidelines
Trademark Guidelines
In material consideration for being an affiliate in connection with the Program, you agree to comply with ASYSTEM’s Trademark Guidelines (“Guidelines”).
ASYSTEM may change these Guidelines at any time and will provide you with an updated copy of these Guidelines.
The trademarks owned or used by ASYSTEM, as well as any other trade dress owned by or used by ASYSTEM are the “Trademarks”. ASYSTEM routinely creates photographs and images of ASYSTEM’ products, goods and clients (“Photographs”) used to promote, market and/or sell ASYSTEM’ goods. ASYSTEM sometimes grants its affiliates limited licenses to access and use the Photographs solely under this Agreement. Based on your relationship with ASYSTEM, you are being granted a non-exclusive, limited, revocable license to use the Photographs, strictly subject to your compliance with these Guidelines.
If you do not agree with these Guidelines, you cannot use or access the Photographs or the Trademarks.
In the event any Trademarks are licensed to ASYSTEM, the trademark owners’ terms and conditions take precedence over these Guidelines and you understand and agree that the trademark owners’ terms and conditions may be more restrictive than these Guidelines.
Email. During and after the term, you will not use any Trademarks in connection with an email account without ASYSTEM’ prior written approval. If you set up an email account incorporating the Trademarks, you will do so only as an agent of ASYSTEM, and you assign and will assign and transfer the email account and any passwords to ASYSTEM at ASYSTEM’ request. If you fail to assign and transfer the email account and any passwords to ASYSTEM within a reasonable time from ASYSTEM’ request, you hereby grant ASYSTEM a limited Power of Attorney to transfer the email account and will execute any documents reasonably necessary to effect the transfer.
Websites, Domain Names and Keywords. During and after the Term, you will not use any Trademarks in connection with any websites, domain names and/or keywords without ASYSTEM’ prior written approval. If you register or use any websites, domain names or keywords incorporating the Trademarks, you do so only as an agent of ASYSTEM, and you assign and will assign and transfer the websites, domain names and keywords, and any passwords to ASYSTEM at ASYSTEM’ request. If you fail to assign and transfer a website, domain name and/or keyword, and any passwords to ASYSTEM within a reasonable time from ASYSTEM’ request, you hereby grant ASYSTEM a limited Power of Attorney to transfer the website, domain name or keyword and you will execute any documents reasonably necessary to effect the transfer.
Social Media Account. If you register any social media accounts incorporating the Trademarks (i.e. a Twitter account or a Facebook account), you may only use the account during the Term. After the Term, you must transfer the account, and any passwords, to ASYSTEM. You assign and will assign and transfer the social media account to ASYSTEM at ASYSTEM’ request at any time after the Term. If you fail to transfer and assign any social media accounts, and any passwords, to ASYSTEM within a reasonable time from ASYSTEM’ request, you hereby grant ASYSTEM a limited Power of Attorney to transfer the social media account and you will execute any documents necessary to effect the transfer.
Advertising and Promotion of Goods. If you use the Trademarks in any way and ASYSTEM believes that the use does not represent the quality of the brand, ASYSTEM will advise you to remove and/or modify the use of the Trademarks. You must comply with any such request within five (5) business days of notice from ASYSTEM.
Use of Trademarks After Term: You will cease all uses of the Trademarks as soon as this Agreement has ended, whether by expiration or termination. You will not make any further use of the Trademarks after the Term has ended.
Use of Similar Trademarks. During or after the Term, you agree not to use any trademarks or trade dress that is confusingly similar to any of the Trademarks.
Modifications. You agree to use the Trademarks only as set forth herein. All rights in and to the Trademarks are retained exclusively by ASYSTEM. Any of my use of the Trademarks inures to the benefit of ASYSTEM. You will not modify, change or alter the Trademarks or the Photographs or any uses of the Trademarks or Photographs.
Limited Use. You will only use the Photographs and the Trademarks under this Agreement.
Cessation of Use. Upon receipt of written notification from ASYSTEM, you will immediately stop all use of the Photographs and the Trademarks and remove all Photographs and Trademarks.
Ownership. You agree that, as between you and ASYSTEM, ASYSTEM owns all right, title and interest in and to the Photographs and the Trademarks and any derivatives of the Photographs.
License. You agree that you are using the Photographs and the Trademarks under a limited license from ASYSTEM and any of your use of the Photographs and Trademarks inures to the benefit of ASYSTEM.
Not Transferrable. You will not share access to the Photographs or the Trademarks with any third party without ASYSTEM’ prior written approval.
Restriction and Termination. ASYSTEM may restrict or terminate your access to the Photographs and Trademarks at any time.