This agreement describes the terms and conditions for participation in the Prime Layers affiliate program. In this agreement, the term "Affiliate" refers to you (the applicant). In this agreement, “Prime Layers” refers to Prime Layers (PrimeLayers.com), with whom you are entering this agreement. By applying to the Prime Layers affiliate program you are confirming that you have read the agreement and agree to the terms and conditions.
Eligibility for the Affiliate Program
To participate in the Affiliate Program, you must submit an application through ShareASale. Prime Layers reserves the right, in its sole discretion, to accept or reject any application for membership in the Affiliate Program for any reason. Affiliates must be at least 18 years old in order to participate in the Affiliate Program.
Commissions
For a sale to generate a commission to an Affiliate, the customer must complete the entire checkout process and remit full payment for the product. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate links. Properly coded links are the sole responsibility of the affiliate. Commissions can be viewed on the Affiliate Dashboard.
Refunds
In the event a customer requests a refund for a transaction for which the Affiliate has earned commissions, any commissions earned on the refund amount will be deducted from the Affiliate’s balance.
Marketing Usage and Obligations
Affiliates are permitted to use the Prime Layers brand and marketing resources available in the Affiliates section of the Prime Layers application. Logos and other assets cannot be modified. The Affiliate does not gain any trademark, copyright or any other rights to these materials.
The Affiliate will never imply that they are acting on behalf of Prime Layers and will never advertise Prime Layers products directly. The Affiliate will never bid for advertisements that compete with Prime Layers.
The Affiliate will never represent themselves, Prime Layers or their relationship with Prime Layers in a false or misleading way.
You shall bear your own costs and expenses related to marketing and promoting Prime Layers and/or the Affiliate Program. Prime Layers is not obligated to reimburse or credit you for any marketing expenses. If Prime Layers does reimburse you for any marketing expenses, such reimbursement shall not create a duty or obligation to reimburse any future marketing expenses.
You may not engage in any of the following marketing activities and represent and warrant that your marketing practices do not violate any of these restrictions:
Affiliates shall not make any false, misleading, or disparaging statements with respect to the Affiliate Program, Prime Layers, its employees, its customers, its Services (as defined in Prime Layers’s Terms of Use), or its Affiliates.
Affiliates shall not create websites or advertisements that copy, imitate, or resemble the look and feel of Prime Layers’s Services. Affiliates shall not copy Prime Layers's website or any portions thereof, including, without limitation, any of Prime Layers's trademarks or other intellectual property, and display them on their own site or subdomain or use them in any way without Prime Layers's prior express written consent.
Affiliates shall not offer cash back, coupons, rewards or other incentives as part of their marketing efforts for the Affiliate Program.
Affiliates shall not use traffic that is generated by, including, but not limited to, pay to read, banner exchanges, click exchanges, pop-up/under, spam, purchased traffic, or similar methods without prior written consent from Prime Layers.
Affiliates shall not use cookie stuffing techniques that set the tracking cookie without the potential customer actually clicking on the Affiliate’s referral link.
Affiliates are responsible for ensuring their tracking codes are working properly before sending traffic to Prime Layers's servers. Any modification to the links is the sole responsibility of the Affiliate. Referral fees may be withheld, as determined in Prime Layers’s sole discretion, for tracking errors caused by editing, masking, redirecting or tampering with affiliate links.
Affiliates shall not bid on or use Prime Layers's trademarks or misspelled keywords for the purpose of pay-per-click on internet search engines without prior written consent from Prime Layers.
Affiliates shall not use Prime Layers's trademarks or misspelled keywords in their domain names.
Affiliates shall not use redirected pages and links to send a potential customer to Prime Layers’s website.
Affiliates shall not engage in domain forwarding (i.e. purchasing a domain and setting it to forward directly to Prime Layers’s website using an affiliate link).
Affiliates shall not engage in the advertisement of business-opportunity websites or use marketing practices that attract fraudulent or short-term customers.
Affiliates shall not engage in any marketing activity that may harm the reputation or credibility of Prime Layers, including using low-quality marketing materials, or advertising on any website that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal activities, or violates the intellectual property or other rights of a third party.
Affiliates shall not send any email in violation of the federal CAN-SPAM statute, 15 U.S.C. 1571, et seq.
Affiliates must include a physical mailing address and unsubscribe information for any marketing email sent promoting Prime Layers’s Services.
Affiliates shall make clear that they, not Prime Layers, are the sender of all marketing communications related to the promotion of Prime Layers’S products.
Affiliates shall not engage in any marketing or promotional activities that violate applicable laws, rules, or regulations.
Affiliates shall not market using facsimile, broadcast, telemarketing, text message marketing, or other offline marketing methods regarding Prime Layers or Prime Layers’s Services without the express written consent of Prime Layers.
Affiliates shall not use malware or spyware to market or promote Prime Layers’s Services.
Non-Disparagement
During the term of these Terms of Service and for one (1) year after it has expired or been terminated, You agree that You will not disparage Prime Layers, its officers, directors, or employees or otherwise take any action that could reasonably be expected to adversely affect Prime Layers’s reputation. Under these Terms of Service, “disparage” includes, but is not limited to, any negative statement, whether written or oral, about Prime Layers, its officers, directors, or employees. You agree and acknowledge that this provision is a material term of the Terms of Service, the absence of which would have resulted in Prime Layers refusing to enter into this agreement.
Assumption of Risk
You are solely responsible for ensuring that your participation in the Affiliate Program complies with applicable law and does not violate the rights of any third party, including, without limitation, intellectual property rights. You assume all liability for any claims, suits or grievances filed against you, including, but not limited to, all damages related to participation in the Affiliate Program.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PRIME LAYERS, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND ANY THIRD PARTY INFORMATION PROVIDERS TO THE SITES, SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PRIME LAYERS SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PRIME LAYERS SHALL NOT BE LIABLE TO ANY PARTY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, PRIME LAYERS’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS YOU EARNED OVER THE TWELVE (12) MONTHS PRECEDING THE CLAIM(S), UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.
Term and Termination
Prime Layers may, in its sole discretion, terminate your participation in the Affiliate Program at any time, with or without cause, and without warning or notice. Without limiting the foregoing, Prime Layers reserves the right to terminate your account if it has been inactive for 12 consecutive months. Prime Layers reserves the right to terminate your participation in the Affiliate Program and not pay the accrued balance if you have been deemed to breach Prime Layers’s Terms of Use or these Terms of Service or engage in any conduct that Prime Layers deems to be illegal, improper, unfair, or otherwise adverse or detrimental to Prime Layers.
In Prime Layers’s sole discretion, affiliate accounts generating a large number of fraudulent accounts or that are associated with any false or misleading advertising or suspected fraudulent activity will be deactivated.
You may terminate your participation in the Affiliate Program at any time. You may discontinue your participation in the Affiliate Program by removing your affiliate links from your website and no longer promoting them. For accounting purposes, Prime Layers’s systems will retain Your account and personal information. By terminating your participation in the Affiliate Program, you waive your right to be paid any unpaid commissions below the minimum threshold and you assign (by way of future assignment) all of your rights and ownership of any commissions which we are holding to your account. You will not receive any commissions which are earned after the date of termination.
Upon termination, all rights granted to you shall immediately terminate.
Prime Layers reserves the right to investigate complaints or reported violations of these Terms of Service and to take any action it deems appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities. Prime Layers may discontinue your participation in the Affiliate Program at any time for any reason or no reason.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone participating in the Affiliate Program. YOU WAIVE AND HOLD HARMLESS PRIME LAYERS AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR AS A RESULT OF, ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Governing Law
This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Illinois, without regard to its conflict of laws rules.
Arbitration
All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the State of Illinois. An award of arbitration may be confirmed in a court of competent jurisdiction.
Modification
We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but not limited to changes in the scope of available commissions, commission schedules, payment procedures and Affiliate Program rules.
