Piecework
Program Terms
These Affiliate Program Terms and Conditions (the “Affiliate Terms”) are entered into by and between you (“Affiliate”, "you", and "your”) and Piecework, LLC, (“Piecework”, “we”, “us”, and “our”) and govern your participation in Piecework’s affiliate program (the "Program") in connection with the promotion and sale of our puzzles and related products (“Products”). BY SUBMITTING AN APPLICATION TO PARTICIPATE IN THE PROGRAM, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THESE AFFILIATE TERMS AS WELL AS PIECEWORK’S TERMS OF SERVICE AND PRIVACY POLICY. Your participation in the Program is conditioned on your acceptance of these Affiliate Terms and all terms, conditions, and notices contained herein.
PLEASE READ THESE AFFILIATE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE AFFILIATE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IF YOU DO NOT AGREE TO THESE AFFILIATE TERMS, YOU MUST NOT PARTICIPATE IN THE PROGRAM.
1. Eligibility for the Program
To participate in the Program, you must submit an application by completing Piecework’s online affiliate signup form via the ShareAsale websites and mobile applications, including through www.shareasale.com (the, “Referral Form”) and agreeing to the ShareAsale Standard Terms and Conditions, Privacy Policy and all other terms and conditions as may be required by ShareAsale from time to time. Piecework reserves the right, in its sole and absolute discretion, to accept or reject any application for membership in the Program for any or for no reason. Affiliates must be at least 18 years old in order to participate in the Program.
2. Referrals
Upon completion and verification of the Qualification Criteria (defined below) in Piecework’s sole and absolute discretion, you will receive commission for Qualified Referrals (defined below). The Qualification Criteria and commission may change at any time and without notice, in our sole and absolute discretion.
“Qualification Criteria” means the following actions performed by you: (1) submit a Referral Form; (2) receive approval from Piecework to participate in the Program; and (3) commit to ongoing promotion of the Products.
"Qualified Referrals" means individuals, or entities (collectively, “Customers”) who are referred by you to Piecework who: (1) purchase Products using your unique affiliate link provided to you by Piecework (the “Affiliate Link”) during Program signup; and (2) have no existing business relationship in connection with Piecework, or who are not, at the time referred to Piecework, in any contractual relations or ongoing negotiations with Piecework.
Affiliate Link Tracking: You understand and agree that potential Customers must purchase Products using your Affiliate Link in order for you to receive commissions. In no event are we liable for your failure to use or erroneously use Affiliate Links. Notwithstanding any other provision contained herein, we may at any time, and in our sole discretion, alter our tracking system and reporting format.
3. Commissions & Benefits
Commission Amount: The commission is the percentage of Net Revenue as set forth in the Referral Form.
“Net Revenue” means any and all gross monies actually received and retained by Piecework, with respect to the sale of the Products to Customers, less (as applicable): (i) refunds (including chargebacks); (ii) third-party participations; and (iii) excise, use, value added and sales taxes, including, any duties, levies and tariffs.
Payments and Timing: Commissions earned on referrals become payable within sixty (60) days after the end of the calendar quarter in which the referred Customer becomes a Qualified Referral.
Commission payments will be paid in US Dollars and shall be made via check or electronic payment. You are responsible for paying all applicable fees associated with accepting payments, including but not limited to, currency conversion fees, transaction fees, withdrawal fees, deposit fees, and check cashing fees. Commissions are paid out within sixty (60) days after the end of each calendar quarter.
If at any time a Qualified Referral files a credit card dispute, any earned Affiliate commission on the disputed charge shall become frozen in the your account until the dispute is settled. You will not receive any interest on commissions that have been frozen. If the dispute is settled in Piecework’s favor, any associated earned Affiliate commission will become payable to you. If the dispute is settled in the Qualified Referral’s favor, any associated earned Affiliate commission shall not be paid to you. If commissions have already been paid out to you, the amount of earned commissions on the disputed charges shall be debited to your account.
Taxes and Documentation: In order to receive payments for earned commissions, you may be asked to provide Piecework a completed Form W-9, as instructed by Piecework. You are responsible for any and all tax liabilities, including, without limitation, income tax liabilities, that arise from or in any way relate to any commissions paid out to you by Piecework.
Piecework reserves the right to request documentation in order to approve your Affiliate account. These requests may be made during the Program application process or at any time while you have an active Affiliate account in the Program. If requests for documentation are not responded to in a timely manner, Piecework reserves the right to terminate, deactivate, or not approve your Affiliate account.
4. Marketing
You shall bear your own costs and expenses related to marketing and promoting Piecework and/or the Program. Piecework is not obligated to reimburse or credit you for any marketing expenses. If Piecework does reimburse you for any marketing expenses, such reimbursement shall not create a duty or obligation to reimburse any future marketing expenses. From time to time, Piecework may provide you in its sole discretion, certain Program details, graphics, and creatives (“Marketing Materials”) for your use in promoting the Program.
You may not engage in any of the following marketing activities and represent and warrant that your use of the Marketing Materials and your marketing practices do not violate any of these restrictions:
4.1. Affiliates shall not make any false, misleading, or disparaging statements with respect to the Program, the Products, Piecework, and its employees, affiliates, agents, and customers.
4.2. Affiliates shall not create websites or advertisements that copy, imitate, or resemble the look and feel of the Piecework website. Affiliates shall not copy Piecework’s websites or any portions thereof, including, without limitation, any of Piecework’s trademarks or other intellectual property, and display them on their own site or subdomain or use them in any way without Piecework’s prior express written consent.
4.3. Affiliates shall not offer cash back, coupons, rewards or other incentives as part of their marketing efforts for the Program.
4.4. Affiliates shall not in any manner whatsoever force or threaten potential Customers to use or purchase the Products.
4.5. Affiliates shall not use traffic that is generated by, including, but not limited to, pay to click, pay to read, banner exchanges, click exchanges, cost-per-view advertising, pop-up/under, spam, purchased traffic, or similar methods without prior written consent from Piecework.
4.6. Affiliates shall not bid on or use Piecework’s trademarks or misspelled keywords for the purpose of pay-per-click on internet search engines without prior written consent from Piecework.
4.7. Affiliates shall not use cookie-stuffing techniques that set the tracking cookie without the potential Customer actually clicking on the Affiliate Link.
4.8. Affiliates shall not use Piecework’s trademarks or misspelled keywords in their domain names.
4.9. Affiliates shall not use redirected pages and links to send a potential customer to Piecework’s website.
4.10. Affiliates shall not engage in domain forwarding (i.e. purchasing a domain and setting it to forward directly to Piecework’s website using an Affiliate Link).
4.11. Affiliates shall not engage in the advertisement of business-opportunity websites or use marketing practices that attract fraudulent or short-term Customers.
4.12. Affiliates shall not engage in any marketing activity that may harm the reputation or credibility of Piecework, 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.
4.13. Affiliate shall follow all applicable intellectual property and other laws that pertain to your marketing efforts. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
4.14. Affiliates shall not send any email in violation of the federal CAN-SPAM statute, 15 U.S.C. 1571, et seq.
4.15. Affiliates shall adhere to the Federal Trade Commission’s “Truth in Advertising” guidelines during your promotion of the Products in connection with the Program, including 16 CFR Part 255 and as further described here https://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements.
4.16. Affiliates must include a physical mailing address and unsubscribe information for any marketing email sent promoting the Products.
4.17. Affiliates shall make clear that they, not Piecework, are the sender of all marketing communications related to the promotion of the Products.
4.18. Affiliates shall not engage in any marketing or promotional activities that violate applicable laws, rules, or regulations.
4.19. Affiliates shall not market using facsimile, broadcast, telemarketing, text message marketing, or other offline marketing methods regarding Piecework or the Products without the express written consent of Piecework.
4.20. Affiliates shall not use malware or spyware to market or promote the Products.
5. Termination
Piecework may, in its sole discretion, terminate your participation in the Program at any time, with or without cause, and without warning or notice. Without limiting the foregoing, Piecework reserves the right to terminate your Affiliate account if it has been inactive for twelve (12) consecutive months. Piecework reserves the right to terminate your participation in the Program and not pay the accrued balance if you have been deemed to breach Piecework’s Terms of Service or these Affiliate Terms or engage in any conduct that Piecework deems to be illegal, improper, unfair, or otherwise adverse or detrimental to Piecework.
In Piecework’s sole discretion, Affiliate accounts generating a large number of fraudulent Customer 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 Program at any time. You may discontinue your participation in the Program by removing any affiliate links from your website (if applicable) and no longer promoting them. For accounting purposes, Piecework’s systems will retain your account and personal information. Upon termination by us or you, all commissions shall become due and payable to you in accordance with the same timing and methods as set forth herein.
Upon termination, all rights granted to you shall immediately terminate.
6. Relationship between you and Piecework
Neither these Affiliate Terms nor your participation in the Program creates any employment, independent contractor, agency, partnership, or joint venture relationship between you and Piecework.
7. Non-Disparagement
During the term of these Affiliate Terms and for one (1) year after it has expired or been terminated, You agree that you will not disparage Piecework, its officers, directors, agents, or employees or otherwise take any action that could reasonably be expected to adversely affect Piecework’s reputation. Under these Affiliate Terms, “disparage” includes, but is not limited to, any negative statement, whether written or oral, about Piecework, its officers, directors, agents, or employees. You agree and acknowledge that this provision is a material term of the Affiliate Terms, the absence of which would have resulted in Piecework refusing to enter into this agreement.
8. Release and Authorization to Use Photographs
You grant Piecework permission to use any and all photographs taken by Piecework or its agents or employees, or submitted by You to Piecework (hereinafter “Photographs”) in any media (including, but not limited to, print, internet, film, television and no matter how distributed or published) for any purpose, including, but not limited to, advertising, promoting, and marketing of Piecework or any Product sold and marketed by Piecework. You agree that this authorization to use Photographs may be assigned by Piecework to any other party, may be combined with other Photographs, sounds, text and graphics, and may be manipulated, cropped, altered or modified in Piecework’s sole discretion. You agree not to make any monetary assessment against Piecework in exchange for the release under this section. You hereby release and forever discharge Piecework from any and all liability and from any damages. You further acknowledge and agree that this release is binding upon your heirs and assigns and that the release is irrevocable.
9. Assumption of Risk
You are solely responsible for ensuring that your participation in the 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 Program.
10. Disclaimer
PIECEWORK MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS, WEBSITE, OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF PIECEWORK ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE PIECEWORK WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PIECEWORK, 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 PROGRAM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PIECEWORK 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 PROGRAM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PIECEWORK SHALL NOT BE LIABLE TO ANY PARTY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, PIECEWORK’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.
12. Indemnification
You agree to indemnify and hold harmless Piecework, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Products and websites from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Affiliate Terms by you or arising from or related to your use or misuse of the Program. You further agree to reimburse Piecework, within thirty (30) days of each demand for reimbursement, for any and all costs, liabilities, expenses, fees, fines, professional fees and other amounts paid or incurred by Piecework (or such other indemnitee) in connection with the foregoing indemnity.
13. Third Party Rights
The sections titled Limitation of Liability and Indemnification are solely for the benefit of Piecework and its present and future officers, directors, employees, agents, licensors, suppliers, and any third-party providers to the Products and websites. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on their own behalf. Except as set forth herein, nothing express or implied in these Affiliate Terms is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity. You may not assign your rights under these Affiliate Terms without Piecework’s prior written consent.
14. Unlawful Activity; Termination of Access
Piecework reserves the right to investigate complaints or reported violations of these Affiliate Terms 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. Piecework may discontinue your participation in the 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 Program. YOU WAIVE AND HOLD HARMLESS PIECEWORK 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.
15. Remedies for Violations
Piecework reserves the right to seek all remedies available at law and in equity for violations of these Affiliate Terms.
16. Governing Law and Jurisdiction; Disputes and Arbitration
These Affiliate Terms are governed by and construed in accordance with the internal laws of the State of Oregon without regard to its principles of conflicts of laws. Any action arising out of or relating to these Affiliate Terms shall be filed only in the state or federal courts located in Portland, Oregon, and you hereby consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action. Where a conflict exists between Piecework’s Terms of Service and these Affiliate Terms, the Affiliate Terms govern.
Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to these Affiliate Terms, any of Piecework’s policies, or the Program, in each case, whether in contract, tort, common or statutory law, equity or otherwise (collectively, a “Dispute”) shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Portland, Oregon, unless you and Piecework agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Piecework from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.
YOU AND PIECEWORK EACH AGREE TO WAIVE ITS RIGHT TO TRIAL BY JURY AND THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF PIECEWORK AND ALL PARTIES TO ANY SUCH PROCEEDING.
17. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE AFFILIATE TERMS OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. General
These Affiliate Terms constitute the entire agreement with respect to participation in the Program and they supersede any prior agreements between you and Piecework, provided, however, that these Affiliate Terms shall be read in conjunction with the “Referral Form”, “Terms of Service”, and “Privacy Policy”, as applicable. If any provision of these Affiliate Terms is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy. You may not assign these Affilate Terms nor any of your rights or obligations under these Affiliate Terms without Piecework’s express prior written consent. These Affiliate Terms inure to the benefit of Piecework’s successors, assigns, affiliates and licensees. The section titles in these Affiliate Terms are for convenience only and have no legal or contractual effect. All notice required or permitted under these Terms shall be made in writing by mail or by email to the addresses listed below in the Contact Us section.
19. Changes to the Affiliate Terms
Piecework may review and update these Affiliate Terms at any time in our sole discretion and it is your responsibility to keep abreast of those changes. All changes are effective immediately when posted. Your continued participation in the Program following the posting of revised Affiliate Terms means that you accept and agree to the changes which are binding on you, so please check this webpage periodically for updates.
20. Contact Us
If you have questions or concerns regarding these Affiliate Terms or the Program, you may contact us at:
Piecework, LLC
1622 Waterloo St.
Los Angeles, CA 90026
partnerships@pieceworkpuzzles.com
PLEASE READ THESE AFFILIATE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE AFFILIATE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IF YOU DO NOT AGREE TO THESE AFFILIATE TERMS, YOU MUST NOT PARTICIPATE IN THE PROGRAM.
1. Eligibility for the Program
To participate in the Program, you must submit an application by completing Piecework’s online affiliate signup form via the ShareAsale websites and mobile applications, including through www.shareasale.com (the, “Referral Form”) and agreeing to the ShareAsale Standard Terms and Conditions, Privacy Policy and all other terms and conditions as may be required by ShareAsale from time to time. Piecework reserves the right, in its sole and absolute discretion, to accept or reject any application for membership in the Program for any or for no reason. Affiliates must be at least 18 years old in order to participate in the Program.
2. Referrals
Upon completion and verification of the Qualification Criteria (defined below) in Piecework’s sole and absolute discretion, you will receive commission for Qualified Referrals (defined below). The Qualification Criteria and commission may change at any time and without notice, in our sole and absolute discretion.
“Qualification Criteria” means the following actions performed by you: (1) submit a Referral Form; (2) receive approval from Piecework to participate in the Program; and (3) commit to ongoing promotion of the Products.
"Qualified Referrals" means individuals, or entities (collectively, “Customers”) who are referred by you to Piecework who: (1) purchase Products using your unique affiliate link provided to you by Piecework (the “Affiliate Link”) during Program signup; and (2) have no existing business relationship in connection with Piecework, or who are not, at the time referred to Piecework, in any contractual relations or ongoing negotiations with Piecework.
Affiliate Link Tracking: You understand and agree that potential Customers must purchase Products using your Affiliate Link in order for you to receive commissions. In no event are we liable for your failure to use or erroneously use Affiliate Links. Notwithstanding any other provision contained herein, we may at any time, and in our sole discretion, alter our tracking system and reporting format.
3. Commissions & Benefits
Commission Amount: The commission is the percentage of Net Revenue as set forth in the Referral Form.
“Net Revenue” means any and all gross monies actually received and retained by Piecework, with respect to the sale of the Products to Customers, less (as applicable): (i) refunds (including chargebacks); (ii) third-party participations; and (iii) excise, use, value added and sales taxes, including, any duties, levies and tariffs.
Payments and Timing: Commissions earned on referrals become payable within sixty (60) days after the end of the calendar quarter in which the referred Customer becomes a Qualified Referral.
Commission payments will be paid in US Dollars and shall be made via check or electronic payment. You are responsible for paying all applicable fees associated with accepting payments, including but not limited to, currency conversion fees, transaction fees, withdrawal fees, deposit fees, and check cashing fees. Commissions are paid out within sixty (60) days after the end of each calendar quarter.
If at any time a Qualified Referral files a credit card dispute, any earned Affiliate commission on the disputed charge shall become frozen in the your account until the dispute is settled. You will not receive any interest on commissions that have been frozen. If the dispute is settled in Piecework’s favor, any associated earned Affiliate commission will become payable to you. If the dispute is settled in the Qualified Referral’s favor, any associated earned Affiliate commission shall not be paid to you. If commissions have already been paid out to you, the amount of earned commissions on the disputed charges shall be debited to your account.
Taxes and Documentation: In order to receive payments for earned commissions, you may be asked to provide Piecework a completed Form W-9, as instructed by Piecework. You are responsible for any and all tax liabilities, including, without limitation, income tax liabilities, that arise from or in any way relate to any commissions paid out to you by Piecework.
Piecework reserves the right to request documentation in order to approve your Affiliate account. These requests may be made during the Program application process or at any time while you have an active Affiliate account in the Program. If requests for documentation are not responded to in a timely manner, Piecework reserves the right to terminate, deactivate, or not approve your Affiliate account.
4. Marketing
You shall bear your own costs and expenses related to marketing and promoting Piecework and/or the Program. Piecework is not obligated to reimburse or credit you for any marketing expenses. If Piecework does reimburse you for any marketing expenses, such reimbursement shall not create a duty or obligation to reimburse any future marketing expenses. From time to time, Piecework may provide you in its sole discretion, certain Program details, graphics, and creatives (“Marketing Materials”) for your use in promoting the Program.
You may not engage in any of the following marketing activities and represent and warrant that your use of the Marketing Materials and your marketing practices do not violate any of these restrictions:
4.1. Affiliates shall not make any false, misleading, or disparaging statements with respect to the Program, the Products, Piecework, and its employees, affiliates, agents, and customers.
4.2. Affiliates shall not create websites or advertisements that copy, imitate, or resemble the look and feel of the Piecework website. Affiliates shall not copy Piecework’s websites or any portions thereof, including, without limitation, any of Piecework’s trademarks or other intellectual property, and display them on their own site or subdomain or use them in any way without Piecework’s prior express written consent.
4.3. Affiliates shall not offer cash back, coupons, rewards or other incentives as part of their marketing efforts for the Program.
4.4. Affiliates shall not in any manner whatsoever force or threaten potential Customers to use or purchase the Products.
4.5. Affiliates shall not use traffic that is generated by, including, but not limited to, pay to click, pay to read, banner exchanges, click exchanges, cost-per-view advertising, pop-up/under, spam, purchased traffic, or similar methods without prior written consent from Piecework.
4.6. Affiliates shall not bid on or use Piecework’s trademarks or misspelled keywords for the purpose of pay-per-click on internet search engines without prior written consent from Piecework.
4.7. Affiliates shall not use cookie-stuffing techniques that set the tracking cookie without the potential Customer actually clicking on the Affiliate Link.
4.8. Affiliates shall not use Piecework’s trademarks or misspelled keywords in their domain names.
4.9. Affiliates shall not use redirected pages and links to send a potential customer to Piecework’s website.
4.10. Affiliates shall not engage in domain forwarding (i.e. purchasing a domain and setting it to forward directly to Piecework’s website using an Affiliate Link).
4.11. Affiliates shall not engage in the advertisement of business-opportunity websites or use marketing practices that attract fraudulent or short-term Customers.
4.12. Affiliates shall not engage in any marketing activity that may harm the reputation or credibility of Piecework, 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.
4.13. Affiliate shall follow all applicable intellectual property and other laws that pertain to your marketing efforts. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
4.14. Affiliates shall not send any email in violation of the federal CAN-SPAM statute, 15 U.S.C. 1571, et seq.
4.15. Affiliates shall adhere to the Federal Trade Commission’s “Truth in Advertising” guidelines during your promotion of the Products in connection with the Program, including 16 CFR Part 255 and as further described here https://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements.
4.16. Affiliates must include a physical mailing address and unsubscribe information for any marketing email sent promoting the Products.
4.17. Affiliates shall make clear that they, not Piecework, are the sender of all marketing communications related to the promotion of the Products.
4.18. Affiliates shall not engage in any marketing or promotional activities that violate applicable laws, rules, or regulations.
4.19. Affiliates shall not market using facsimile, broadcast, telemarketing, text message marketing, or other offline marketing methods regarding Piecework or the Products without the express written consent of Piecework.
4.20. Affiliates shall not use malware or spyware to market or promote the Products.
5. Termination
Piecework may, in its sole discretion, terminate your participation in the Program at any time, with or without cause, and without warning or notice. Without limiting the foregoing, Piecework reserves the right to terminate your Affiliate account if it has been inactive for twelve (12) consecutive months. Piecework reserves the right to terminate your participation in the Program and not pay the accrued balance if you have been deemed to breach Piecework’s Terms of Service or these Affiliate Terms or engage in any conduct that Piecework deems to be illegal, improper, unfair, or otherwise adverse or detrimental to Piecework.
In Piecework’s sole discretion, Affiliate accounts generating a large number of fraudulent Customer 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 Program at any time. You may discontinue your participation in the Program by removing any affiliate links from your website (if applicable) and no longer promoting them. For accounting purposes, Piecework’s systems will retain your account and personal information. Upon termination by us or you, all commissions shall become due and payable to you in accordance with the same timing and methods as set forth herein.
Upon termination, all rights granted to you shall immediately terminate.
6. Relationship between you and Piecework
Neither these Affiliate Terms nor your participation in the Program creates any employment, independent contractor, agency, partnership, or joint venture relationship between you and Piecework.
7. Non-Disparagement
During the term of these Affiliate Terms and for one (1) year after it has expired or been terminated, You agree that you will not disparage Piecework, its officers, directors, agents, or employees or otherwise take any action that could reasonably be expected to adversely affect Piecework’s reputation. Under these Affiliate Terms, “disparage” includes, but is not limited to, any negative statement, whether written or oral, about Piecework, its officers, directors, agents, or employees. You agree and acknowledge that this provision is a material term of the Affiliate Terms, the absence of which would have resulted in Piecework refusing to enter into this agreement.
8. Release and Authorization to Use Photographs
You grant Piecework permission to use any and all photographs taken by Piecework or its agents or employees, or submitted by You to Piecework (hereinafter “Photographs”) in any media (including, but not limited to, print, internet, film, television and no matter how distributed or published) for any purpose, including, but not limited to, advertising, promoting, and marketing of Piecework or any Product sold and marketed by Piecework. You agree that this authorization to use Photographs may be assigned by Piecework to any other party, may be combined with other Photographs, sounds, text and graphics, and may be manipulated, cropped, altered or modified in Piecework’s sole discretion. You agree not to make any monetary assessment against Piecework in exchange for the release under this section. You hereby release and forever discharge Piecework from any and all liability and from any damages. You further acknowledge and agree that this release is binding upon your heirs and assigns and that the release is irrevocable.
9. Assumption of Risk
You are solely responsible for ensuring that your participation in the 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 Program.
10. Disclaimer
PIECEWORK MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS, WEBSITE, OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF PIECEWORK ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE PIECEWORK WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PIECEWORK, 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 PROGRAM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PIECEWORK 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 PROGRAM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, PIECEWORK SHALL NOT BE LIABLE TO ANY PARTY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, PIECEWORK’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.
12. Indemnification
You agree to indemnify and hold harmless Piecework, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Products and websites from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Affiliate Terms by you or arising from or related to your use or misuse of the Program. You further agree to reimburse Piecework, within thirty (30) days of each demand for reimbursement, for any and all costs, liabilities, expenses, fees, fines, professional fees and other amounts paid or incurred by Piecework (or such other indemnitee) in connection with the foregoing indemnity.
13. Third Party Rights
The sections titled Limitation of Liability and Indemnification are solely for the benefit of Piecework and its present and future officers, directors, employees, agents, licensors, suppliers, and any third-party providers to the Products and websites. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on their own behalf. Except as set forth herein, nothing express or implied in these Affiliate Terms is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity. You may not assign your rights under these Affiliate Terms without Piecework’s prior written consent.
14. Unlawful Activity; Termination of Access
Piecework reserves the right to investigate complaints or reported violations of these Affiliate Terms 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. Piecework may discontinue your participation in the 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 Program. YOU WAIVE AND HOLD HARMLESS PIECEWORK 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.
15. Remedies for Violations
Piecework reserves the right to seek all remedies available at law and in equity for violations of these Affiliate Terms.
16. Governing Law and Jurisdiction; Disputes and Arbitration
These Affiliate Terms are governed by and construed in accordance with the internal laws of the State of Oregon without regard to its principles of conflicts of laws. Any action arising out of or relating to these Affiliate Terms shall be filed only in the state or federal courts located in Portland, Oregon, and you hereby consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action. Where a conflict exists between Piecework’s Terms of Service and these Affiliate Terms, the Affiliate Terms govern.
Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to these Affiliate Terms, any of Piecework’s policies, or the Program, in each case, whether in contract, tort, common or statutory law, equity or otherwise (collectively, a “Dispute”) shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Portland, Oregon, unless you and Piecework agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Piecework from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.
YOU AND PIECEWORK EACH AGREE TO WAIVE ITS RIGHT TO TRIAL BY JURY AND THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF PIECEWORK AND ALL PARTIES TO ANY SUCH PROCEEDING.
17. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE AFFILIATE TERMS OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. General
These Affiliate Terms constitute the entire agreement with respect to participation in the Program and they supersede any prior agreements between you and Piecework, provided, however, that these Affiliate Terms shall be read in conjunction with the “Referral Form”, “Terms of Service”, and “Privacy Policy”, as applicable. If any provision of these Affiliate Terms is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy. You may not assign these Affilate Terms nor any of your rights or obligations under these Affiliate Terms without Piecework’s express prior written consent. These Affiliate Terms inure to the benefit of Piecework’s successors, assigns, affiliates and licensees. The section titles in these Affiliate Terms are for convenience only and have no legal or contractual effect. All notice required or permitted under these Terms shall be made in writing by mail or by email to the addresses listed below in the Contact Us section.
19. Changes to the Affiliate Terms
Piecework may review and update these Affiliate Terms at any time in our sole discretion and it is your responsibility to keep abreast of those changes. All changes are effective immediately when posted. Your continued participation in the Program following the posting of revised Affiliate Terms means that you accept and agree to the changes which are binding on you, so please check this webpage periodically for updates.
20. Contact Us
If you have questions or concerns regarding these Affiliate Terms or the Program, you may contact us at:
Piecework, LLC
1622 Waterloo St.
Los Angeles, CA 90026
partnerships@pieceworkpuzzles.com