Setex Technologies, Inc.
Program Terms
Setex Terms and Conditions
These Setex Affiliate Program Terms and Conditions (“Program Terms” or “Program Agreement”) govern your participation in the Setex Affiliate Program. Before joining or applying to our Setex Affiliate Program, please carefully read these Program Terms. As a participant (or prospective participant) in the Setex Affiliate Program, you are required to follow these Program Terms and to keep your own employees, agents and contractors in compliance with these Program Terms.
By joining or participating in the Setex Affiliate Program, or clicking that you agree or accept the Program Terms when prompted, you agree to be bound by these Program Terms and all other Setex policies, guidelines, documents and materials that we make available to you in connection with your participation in the Setex Affiliate Program. If you do not consent to these Program Terms, you are not permitted to participate in the Setex Affiliate Program. If you are signing up to the Setex Affiliate Program on behalf of a company or other entity, you represent and warrant that you are an authorized representative of such company or entity with the right to bind such company or entity to these Program Terms. You further represent and warrant that you are at least 18 years of age or older.
These Program Terms only govern the relationship between you and Setex in connection with your participation in the Setex Affiliate Program. Please refer to the applicable agreement between you and ShareASale for all terms and conditions that govern your relationship with ShareASale.
1. Definitions
As used in these Program Terms:
(a) “Setex”, “we”, “us”, or “our” refers to Setex Technologies, Inc.;
(b) ”you” or “your” means the Setex Affiliate Program participant who has agreed to be bound by these Program Terms;
(c) “our website” means the Setex website located at setexgrip.com;
(d) “your website” means any websites that you own or operate and that link to our website and/or any other website that you use to promote the Setex Products as permitted by these Program Terms;
(e) “commission” means any fees that you earn in connection with your participation in the Setex Affiliate Program;
(f) “Setex Affiliate Program” means the Setex marketing program operated and managed by ShareASale;
(g) “Setex Products” means Setex’s products offered for sale on our website;
(h) “Setex Trademarks” means all the trademarks and trade names, whether or not registered, which are owned by Setex and which appear on Setex Products including without limitation, the trademarks “SETEX” and “SETEX GECKOGRIP”,;
(i) ”ShareASale” means the third-party referral program management service used by Setex to operate and manage the Setex Affiliate Program available at www.shareasale.com;
(j) “ShareASale Interface” means your Setex Affiliate Program homepage operated and managed by ShareASale that contains commission payment information and other Setex Affiliate Program materials;
(k) ”Prospective Customer” means any visitor to your website or other individual to whom you promote the Setex Products in connection with your participation in the Setex Affiliate Program;
(l) “Advertising Standards” means any applicable advertising laws, regulations or standards, data laws relating to advertising (including the Children's Online Privacy Protection Act), including without limitation any FTC Guidance, any generally accepted self-regulatory codes of practice, and any related guidance or best practice advice;
(m) “Code of Conduct" means the AWIN code of conduct for publishers at https://www.awin.com/us/legal/code-of-conduct as may be amended or updated by AWIN at its discretion;
(n) “Data Regulation" means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Program Agreement, including for EU citizens the GDPR and/or ePrivacy and for U.S. citizens, FTC Guidance, self-regulatory principles set forth by the Digital Advertising Alliance, the California Consumer Privacy Act of 2018 Cal. Civil Code § 1798.100 et seq. (“CCPA”) and other U.S. state and federal legislation relating to data privacy and security;
(o) “ePrivacy” means the Privacy and Electronic Communications Directive 2002/58 (including any replacing or superseding legislation);
(p) “FTC Guidance” means the published cases and guidelines from the United States Federal Trade Commission, including without limitation the guidance on substantiation of claims, privacy, data security, native advertising and disclosure guidance for influencers and spokespeople;
(q) “GDPR” means the EU General Data Protection Regulation 2016/679.
2. Enrollment
2.1 The purpose of the Setex Affiliate Program is to permit you to promote the Setex Products to Prospective Customers and, in exchange, earn commissions in connection with such promotional activities. In order to participate in the Setex Affiliate Program, you must first submit an application to Setex via the ShareASale website. Your application must include all information requested by Setex and ShareASale, including information about your website, links to any website that you intend to use in connection with the Setex Affiliate Program, your website’s visitor demographics, your contact information and your website’s traffic statistics. After receiving your application, we will review your application materials (usually within three business days) and notify you by email of your acceptance or rejection into our Setex Affiliate Program. We reserve the right to reject your application for any reason, and encourage you to contact us with any questions regarding your application.
2.2 It is your responsibility to ensure that the information in your application and otherwise associated with your Setex Affiliate Program account, including your email address and other contact information and identification of your website, is at all times complete, accurate and up-to-date. We will send notifications, approvals and other communications relating to the Setex Affiliate Program and these Program Terms to the email address then-currently associated with your Setex Affiliate Program account. You will be deemed to have received all notifications, approvals and other communications sent to the email address associated with your account, even if that email address is no longer current.
3. Your Website Requirements
3.1 You are solely responsible for your website, including the development, maintenance and technical operation of your website and all materials and content that appear on your website. At all times during your participation in the Setex Affiliate Program, your website must not:
(a) infringe on Setex’s or any third party’s intellectual property, publicity, privacy or other proprietary rights;
(b) violate any applicable law, rule, or regulation;
(c) contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials;
(d) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information;
(e) be directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder; or
(f) contain software or use technology that attempts to intercept, divert, or redirect internet traffic to or from any other website.
3.2 Your website must accurately and adequately disclose, either through a privacy policy or otherwise, how you collect, use, store and disclose data collected from Prospective Customers, including a disclosure, where applicable or appropriate, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from Prospective Customers, and place or recognize cookies on visitors’ browsers.
4. Linking to Our Website
4.1 After you have been accepted into the Setex Affiliate Program, we will make certain links and banner ads to our website available to you through the ShareASale Interface (“Links”). Links are customized for use in connection with the Setex Affiliate Program and permit the tracking, reporting and accrual of all commissions that you may be entitled to in connection with your participation in the Setex Affiliate Program. By participating in the Setex Affiliate Program, you consent to us and ShareASale monitoring, using and disclosing information about your website and Prospective Customers in connection with your display of Links on your website. Further, you must:
(a) only use Links in exactly the form provided to you through the ShareASale Interface;
(b) not manipulate or change the Links in any manner;
(c) list all domains of your websites that currently contain Links in your Setex Affiliate Program profile on the ShareASale Interface;
(d) not copy, resemble, or mirror the look and feel of our website on your website;
(e) not, in any way, create the impression that your website is our website;
(f) not frame our website on your website in any manner;
(g) not engage in cookie stuffing and or include pop-ups, false, or misleading links on your website;
(h) not attempt to mask the referring URL information for a Link (i.e. the page from where the Link click is originating);
(i) never use redirects to give the appearance that a Prospective Customer’s click on a Link came from another domain;
(j) not promote, post or link to information about methods to manipulate or work around the requirements of a Link promotion;
(k) display Links in their entirety as provided to you through the ShareASale Interface;
(l) not advertise Links obtained from any means other than the ShareASale Interface, including via Setex’s non-referral advertising, customer e-mails, paid searches, or any other campaign.
4.2 You must not mislead Prospective Customers or give the appearance that any offer on our website requires a click from your website in order to redeem such offer. For example, if we are running a promotion on our website for free shipping on product purchases over $100, you may not suggest or imply that a Prospective Customer must click a Link from your website to receive this deal.
4.3 If you redirect any Link in a manner that hides or manipulates its source, we may immediately terminate your participation in the Setex Affiliate Program. We will have no obligation to pay you commissions if you fail to properly implement the Links on your website.
5. Earning Commissions
5.1 You may earn commissions when Prospective Customers who follow Links from your website to our website place orders for the Setex Products. Setex reserves the right to reject orders for the Setex Products that do not comply with any requirements on our website, as they may be updated from time to time. The Setex Products ordered by any Prospective Customer will be governed by Setex’s terms and conditions of sale. Prospective Customers who purchase the Setex Products via the Links are Setex’s customers with respect to all activities they undertake in connection with the Setex Products.
5.2 Any commissions that you are entitled to in connection with your participation in the Setex Affiliate Program will be calculated as described on the ShareASale Interface. The ShareASale Interface will also list the Setex Products that will result in you earning a commission when purchased by Prospective Customers and the related commission percentage applicable to such sales. Eligible Setex Products and their related commission percentages are subject to change at any time with or without notice to you. Therefore, you are encouraged to regularly check the ShareASale Interface for the latest commission percentages and Setex Products that affect your participation in the Setex Affiliate Program.
5.3 From time to time, Setex may offer you additional ways to earn commissions through your participation in the Setex Affiliate Program (e.g., via bonus incentives or similar programs), the terms and conditions of which will be made available to you via the ShareASale Interface.
6. Payment Terms and ShareASale
6.1 The calculation and payment of all commissions that you earn in connection with your participation in the Setex Affiliate Program are performed by and processed through ShareASale. Please refer to your agreement with ShareASale for all payment terms and conditions relating to the calculation and payment of your earned commissions. Commissions will be paid to you solely through ShareASale and Setex shall have no responsibility or obligation to pay any commissions or compensation directly to you. If you have a question or dispute regarding the calculation of your commissions, you must contact ShareASale to address any such concerns or issues. Setex disclaims all liability to you for miscalculations, errors or mistakes in the payment of your earned commissions by ShareASale.
6.2 The commissions paid by ShareASale to you are the only compensation you are owed for your participation in the Setex Affiliate Program and no other compensation of any kind is payable to you under these Program Terms. You are solely responsible for (i) all costs and expenses incurred by you in connection with the implementation and performance of your responsibilities and obligations under these Program Terms; and (ii) any and all taxes, fees, duties, tariffs or charges which may be imposed on you in connection with your participation in the Setex Affiliate Program.
7. Use of Setex Materials and Setex Trademarks.
7.1 Setex grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, right to use, during the term of this Program Agreement, (i) any marketing or advertising materials provided to you by Setex on the ShareASale Interface, including Links and (ii) only those Setex Trademarks or logos provided to you by Setex on the ShareASale Interface or otherwise (the “Setex Materials”), in each case solely for the limited purpose of promoting Setex Products to Prospective Customers in connection with your participation in the Setex Affiliate Program.
7.2 You may use Setex Materials only as directed by Setex and in exactly the form provided to you by Setex. Except as expressly permitted herein, You shall not modify Setex trademarks in any manner.
7.3 All your uses of Setex Materials shall be in compliance with this Program Agreement. You shall cease display and use of any Setex Materials as requested by us from time to time.
7.4 You shall only use each of Setex Trademarks in its entirety and shall not separately use any element or elements of Setex Trademarks.
7.5 Except as expressly permitted herein, you shall not, without Setex’s prior written consent, (i) combine Setex Trademarks with any other designs, marks, names, prefixes, suffixes, symbols, or other modifying words or (ii) make any change in the presentation of Setex Trademarks.
7.6 You shall not use Setex Trademarks to disparage Setex or Setex Products in a manner that, in Setex’s reasonable judgment, may diminish or otherwise damage Setex’s good will in Setex Trademarks.
7.7 No use of Setex Materials in connection with other products or services. You shall not use Setex Materials, Setex Trademarks, or the Setex trade name in connection with any goods or services other than as expressly permitted hereunder. You shall not use Setex Trademarks in connection with or for the benefit of your own products or services of any third party’s products or services. You shall not use the Setex Trademarks in a way that suggests your own products or services come from or are endorsed by Setex.
7.8 You shall not place Setex’s trade name or logo adjacent to the trade name or logo of any competing brand.
7.9 You must not take any action inconsistent with Setex’s ownership of the Setex Materials and any benefits accruing from use of Setex Materials will automatically vest in Setex. All right, title and interest in and to the Setex Materials and all goodwill associated therewith will remain and vest with Setex.
7.10 You may not use any of the Setex Materials as part of the domain or sub-domain for your website (e.g., Setex.website.com or www.Setex-coupons.com).
8. Advertising and Publicity
8.1 You agree that the nature and quality of all advertising, promotional and other related uses of Setex Trademarks by you (“Advertising”), shall conform to and be consistent with our quality standards. Those standards of quality shall, under all circumstances, be set by and be under the control of Setex. We may from time to time provide information or guidance on such standards to you in writing. You will not create, publish, distribute, or print any written material, including postings on your website, that reference the Setex Affiliate Program or contain the Setex Materials that are inconsistent with our written guidance. Upon written notification by us, you shall immediately remove or modify, as requested by us, any Advertising that we determine, in our sole discretion, is inconsistent with our quality standards.
8.2 Your Advertising will comply with all Advertising Standards and Data Regulation. We, however, are not obliged to review any of your Advertising or check its legality or accuracy.
8.3 You shall comply with the Code of Conduct at all times.
8.4 No Promotion via Email or SMS Message. You shall not promote Setex Products via email or SMS messages. We have a strict no tolerance policy on email and SMS marketing. If we determine that you have used Setex Materials in email or SMS marketing, we may immediately terminate your participation in the Setex Affiliate Program.
8.5 Pay-Per-Click Advertising. If you engage in pay-per-click (“PPC”) advertising for your website, you must adhere to the following PPC guidelines:
(a) You may not bid on any Setex Trademarks (including, but not limited to Setex, Setex.com, Setex Geckogrip), or any variations or misspellings thereof, for search or content-based campaigns on Google, MSN, Yahoo!, Facebook or any other search or advertising network.
(b) You may not use Setex Trademarks in combination with any other keyword (e.g., “Setex Coupons”).
(c) You may not use Setex Trademarks in your ad title, ad copy, display name or as the display URL.
(d) You may not direct link to our website from any PPC ad or use redirects that yield the same result.
(e) You may not bid in any manner appearing higher than Setex for any search term in position 1-5 in any auction-style PPC advertising program.
8.6 We have a strict no tolerance policy on PPC trademark bidding. If you automate your PPC campaigns, it is your responsibility to exclude Setex Trademarks from your program. We strongly suggest that you add Setex Trademarks as negative keywords. If we determine that you have engaged in PPC trademark bidding with any Setex Trademarks, we may immediately terminate your participation in the Setex Affiliate Program.
9. FTC Disclosure Requirements
9.1 You must include a disclosure statement within any websites, pages, blogs/posts, or social media posts where Links for the Setex Affiliate Program are posted in connection with an endorsement or review and where it is not clear that the Links are paid advertisements. This disclosure statement should be clear and concise and state that we are compensating you for your review or endorsement. If you received any Setex Product for free in connection with your participation in the Setex Affiliate Program, you must also clearly state that you received free products from Setex in your disclosure. In addition:
(a) Disclosures must be made as close as possible to the Link and related claims.
(b) Disclosures should be placed “above the fold” of your website; scrolling should not be necessary to find the disclosure (e.g., the disclosure should be visible before the jump).
(c) Pop-up disclosures are prohibited.
(d) Social media posts must include proper disclosure which may include hashtags such as #ad, #advertisment, #sponsored. Hashtags such #sp, #spon, #affiliate or #aff are not acceptable. Forms such as Ad, (Ad), //Ad// are acceptable on Facebook, as is a natural language disclosure if clear and concise. For example, “This post does contain an affiliate link, which means if you purchase after clicking the link, I may receive compensation”.
(e) For image intensive platforms, such as Pinterest, Instagram Stories, Snapchat, etc. #ad should be on the image or the first image in a series. On video platforms such as YouTube verbal disclosure within the video as well as text disclosure in the description is sufficient.
9.2 For more information about FTC disclosure requirements, please review the FTC’s “Dot Com Disclosures” Guidelines at: www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf; the FTC’s “Disclosures 101 for Social Media Influencers” https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf; and the FTC’s “Endorsement Guides: What People Are Asking” https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking#disclose
10. Third-Party Websites and Social Media
You are permitted to promote the Setex Products (including posting Links) on third party social media websites (e.g., Facebook, Instagram, Twitter) and other blogs, forums and similar websites in accordance with these Program Terms. If you use such third party websites to promote the Setex Products, you must comply with such website’s own terms and conditions regarding the posting of promotional content. Further, you must comply with the following social media guidelines:
(a) You may promote the Setex Products by posting Links on your own social media accounts (including Facebook, Instagram, and Twitter). For example, you may post a Facebook status update that states: “Click here for a 25% off sale at Setex through Wednesday.”
(b) You may not post your Links on any public forum found on Setex’s own social media accounts. For example, you may not post Links as comments to posts or news feed stories found on Setex’s Facebook page, Setex’s Instagram page, or Setex’s Twitter account.
(c) You may not purchase or run ads on any social media website using the Links or any other Setex Materials.
11. Operations Outside the United States.
11.1 If you are located or conducting business in a country outside of the United States, you must follow all applicable laws of that country pertaining to your participation in the Setex Affiliate Program. For example, if you are located or conducting business in one or more of the European Union countries, you must comply with your county’s transposition of the European Union’s Privacy and Electronic Communications Directive, the GDPR, and all applicable laws concerning misleading and comparative advertising.
11.2 Because standards and regulations vary significantly from country to country, Setex does not represent or warrant that Setex Products meet any applicable requirements in any jurisdiction outside the United States and you shall not make any claims that they do.
12. Reversals and Chargebacks. Setex is proud of its very low reversal rate for the sales of Setex Products to our customers. From time to time, however, your earned commissions may be adjusted or reduced due to order cancellations, duplicate tracking, returns, or disputed charges by Prospective Customers. Any such adjustment for a reversal, return, chargeback or similar event will be reflected in your Setex Affiliate Program account located in the ShareASale Interface.
13. Communication Policy
13.1 If we ask you for clarification or more information regarding any Link clicks or orders for the Setex Products using a Link that we suspect may be in violation of these Program Terms, we expect you to respond to any such inquiry in a timely and honest manner.
13.2 We may immediately terminate your participation in the Setex Affiliate Program and you will not be entitled to receive a payout of your earned commissions as of the date of such termination if:
(a) you violate these Program Terms (or any other Setex policy relating to the Setex Affiliate Program);
(b) we suspect your participation in the Setex Affiliate Program, or any action taken by you in connection with the Setex Affiliate Program, is fraudulent, deceptive or violates any applicable law;
(c) your communications to Setex and ShareASale are not forthcoming, are intentionally vague or if we have reason to believe you are lying or being dishonest;
(d) we attempt to contact you using information listed in your Setex Affiliate Program account on the ShareASale Interface and you are unresponsive within a reasonable period of time or our emails to you are undeliverable; or
(e) you cannot substantiate or validate the source of your traffic to our website through the Links with clear and demonstrable proof.
13.3 You are responsible for ensuring that your website includes appropriate policies and procedures designed to detect and prevent fraud consistent with the requirements of these Program Terms.
14. Effective Date; Termination
14.1 These Program Terms will be effective upon our acceptance of your Setex Affiliate Program application and will end when terminated by either you or us as described in these Program Terms. Either you or we may terminate these Program Terms for any reason, with or without cause, by giving the other party written notice. Upon termination, (i) you must immediately discontinue the use of all Setex Materials, including removing all Setex Materials from your websites and (ii) you must immediately cease using the Links. The provisions of these Program Terms which are intended to survive by their nature will survive termination or expiration, including the Section 17 (Indemnification), Section 18 (Warranty Disclaimer), Section 19 (Limitation of Liability), Section 21 (Governing Law; Arbitration), and Section 23 (Miscellaneous).
14.2 Upon the termination of your participation in the Setex Affiliate Program, you will be entitled to receive your accrued but unpaid commissions (except as otherwise set forth in these Program Terms or in the event of a termination arising out of your breach of these Program Terms). You will not be entitled to any new commissions generated from Links following the termination of these Program Terms (including Links distributed by you prior to such termination). You are responsible for communicating to Prospective Customers that you are no longer a participant in the Setex Affiliate Program and that all distributed Links are no longer valid. No termination of these Program Terms will relieve either party from any liability for any breach of, or liability accruing under, these Program Terms prior to termination.
15. Compliance with Export Laws. You shall not promote Setex Products in any country where sale of Setex Products is prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations (collectively the “Export Laws”). You represent and warrant that you are not a citizen or resident of, or otherwise located within, or an entity organized under the laws of, or otherwise located within, any nation embargoed by the United States, and that you are not acting as an agent or representative of any person who is located within or of any entity organized under the laws of, or otherwise located within, any nation embargoed by the United States, and that you are not otherwise prohibited under the Export Laws from receiving any Setex Products. Our obligations hereunder are conditioned on your compliance with the Export Laws, and we shall have no obligations to you under this Program Agreement if you fail to comply with the Export Laws.
16. Your Responsibilities and Obligations
16.1 You have no authority to assume or create any obligation or warranty, express or implied, on behalf of Setex or to represent Setex in any capacity, except as expressly set forth in these Program Terms. You also have no authority or control over the prices for the Setex Products. Our relationship is that of service provider and independent contractor, and nothing in these Program Terms will create or imply any partnership, joint venture, commercial agency, franchise, sales representative or employment relationship.
16.2 You will not:
(a) make any false, misleading, or disparaging representations or statements with regard to Setex or the Setex Products;
(b) engage in any unfair or deceptive trade practice in connection with your promotion of the Setex Products or participation in the Setex Affiliate Program; or
(c) sell Links to third parties in exchange for a fee or other compensation.
16.3 You will comply with all laws, rules and regulations applicable to your participation in the Setex Affiliate Program and any policies and procedures of Setex made available to you (including any usage policies pertaining to the Setex Materials).
16.4 High Risk Applications. Unless specifically agreed to in writing by us, Setex Products have not been tested or otherwise certified by us as fit for use, and are not meant to be foolproof or fault-tolerant, in applications (e.g., nuclear, aerospace, mobile vehicles, medical devices or equipment, or weapons systems) in which the failure of the Setex Products could lead directly or indirectly to death, bodily injury, or severe property or environmental damages. Accordingly, you must not promote or advertise Setex Products as being suitable for High Risk Applications.
17. Indemnification. You will indemnify and hold Setex harmless from and against any liabilities, damages, costs and expenses, including without limitation attorneys’ fees and costs, incurred by Setex resulting from any and all third party claims, actions or proceedings arising out of, based on or related to (i) any statements, claims, representations or warranties made by you regarding the Setex Products that were in violation of Setex’s written guidance or policies; (ii) any illegal, unfair, deceptive, misleading or unethical business practices whatsoever by you, whether with respect to your participation in the Setex Affiliate Program, use of Links or otherwise; (iii) your website and any materials, content, products or services that appear on your website; (iv) your violation of any term or condition of these Program Terms; or (v) your or your employees’ willful misconduct.
18. WARRANTY DISCLAIMER. SETEX DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, UNDER THIS PROGRAM AGREEMENT OR OTHERWISE WITH RESPECT TO YOUR PARTICIPATION IN THE SETEX AFFILIATE PROGRAM, OUR WEBSITES, SETEX MATERIALS, AND SETEX PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SETEX MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF SETEX PRODUCTS AND WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF SETEX PRODUCTS. SETEX IS NOT RESPONSIBLE TO YOU FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS RESULTING FROM YOUR PARTICIPATION IN THE SETEX AFFILIATE PROGRAM, OR ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE PROGRAM TERMS OR YOUR PARTICIPATION IN THE SETEX AFFILIATE PROGRAM.
19. LIMITATION OF LIABILITY. SETEX WILL NOT LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT OR IN CONNECTION WITH THESE PROGRAM TERMS AND YOUR PARTICIPATION IN THE SETEX AFFILIATE PROGRAM, EVEN IF SETEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SETEX’S CUMULATIVE LIABILITY TO YOU UNDER THESE PROGRAM TERMS EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS OR (B) THE ACTUAL AMOUNT OF COMMISSIONS ACCRUED HEREUNDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE DAMAGES OR LOSSES OCCURRED OR THE CAUSE OF ACTION AROSE.
20. Changes to Program Terms. Setex reserves the right to change, modify, revise or otherwise amend any provision of these Program Terms, and any other terms, policies or guidelines governing your participation in the Setex Affiliate Program, at any time at its sole discretion by providing notice to you that the Program Terms have been modified. Such notice may be provided by sending an email, or by posting a notice on the ShareASale Interface, or by posting the revised Program Terms on the ShareASale Interface and revising the date at the top or by such other form of notice as determined by Setex. Your continued participation on the Setex Affiliate Program following the posting of the revised Program Terms or other notice will constitute your acceptance of such changes or modifications. If you do not agree with any changes or modifications, you must promptly notify us in writing and stop participating in the Setex Affiliate Program. You should review these Program Terms often and at least every thirty (30) days to make sure that you understand the terms and conditions that will apply to your participation in the Setex Affiliate Program.
21. Governing Law; Arbitration
21.1 This Program Agreement and, to the fullest extent permitted by applicable law, all matters arising out of or relating in any way to this Program Agreement (whether arising in contract or tort), shall be governed by and construed in accordance with the law of the Commonwealth of Pennsylvania, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Commonwealth of Pennsylvania; provided, however, that the United States Arbitration Act (Title 9 US Code) shall govern the interpretation and enforcement of the arbitration clauses in this Program Agreement.
21.2 PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SETEX AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. IF YOU DO NOT CONSENT TO THE TERMS OF THIS SECTION, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE SETEX AFFILIATE PROGRAM.
21.3 Arbitration. You and Setex agree to arbitrate any dispute arising from these Program Terms or relating to your participation in the Setex Affiliate Program. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Setex agree: (i) to notify each other of any dispute within 30 days of when it arises; (ii) to attempt informal resolution prior to any demand for arbitration; (iii) that any arbitration will occur in Pittsburgh, Pennsylvania; and (iv) that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association (“AAA”). The AAA’s rules are available at www.adr.org. Other than class procedures and remedies described in these Program Terms, the arbitrator has the authority to grant any remedy that would otherwise be available in court. The arbitrator’s award will be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The language of the arbitration will be English. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Setex retains the right to apply to any court of competent jurisdiction for provisional and/or conservatory relief, including pre-arbitral attachments or injunctions, and any such request shall not be deemed a waiver of the right to arbitrate.
21.4 YOU AND SETEX AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SETEX AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
22. Setex Proprietary Rights & Feedback. Other than the limited licenses expressly set forth in these Program Terms, Setex reserves all right, title and interest (including all intellectual property and proprietary rights) in and to the Setex Materials, Setex Products and any other intellectual property and technology that we provide or use in connection with the Setex Affiliate Program or on our websites. We welcome feedback from our users regarding ideas and suggestions for improvements to the Setex Affiliate Program and Setex Products. Setex will be entitled to use any such feedback without restriction, even if you designate such feedback as confidential. You hereby grant Setex a royalty-free, sublicensable, transferable, perpetual, irrevocable license in and to any feedback to use in any matter related to the operation of our business.
23. Miscellaneous
23.1 You may not assign or transfer these Program Terms to another person or entity without prior written consent of Setex. Any assignment in violation of the foregoing will be null and void. Setex may assign these Program Terms in its discretion.
23.2 These Program Terms will be binding on any permitted successors or assignees.
23.3 The remedies provided in these Program Terms will be cumulative, and the assertion by either party of any right or remedy will not preclude the assertion by such party of any other rights or the seeking of any other remedies.
23.4 The invalidity or unenforceability of any provision of these Program Terms will in no manner affect the validity or enforceability of any other provision hereof.
23.5 These Program Terms represent the entire agreement between you and Setex and supersedes any prior or contemporaneous understandings or agreements with respect to the subject matter hereof.
23.6 The failure of either party to enforce any of the provisions of these Program Terms or the waiver thereof in any instance will not be construed as a general waiver or relinquishment on its part of any other provision, but the same will nevertheless be and remain in full force and effect.
These Setex Affiliate Program Terms and Conditions (“Program Terms” or “Program Agreement”) govern your participation in the Setex Affiliate Program. Before joining or applying to our Setex Affiliate Program, please carefully read these Program Terms. As a participant (or prospective participant) in the Setex Affiliate Program, you are required to follow these Program Terms and to keep your own employees, agents and contractors in compliance with these Program Terms.
By joining or participating in the Setex Affiliate Program, or clicking that you agree or accept the Program Terms when prompted, you agree to be bound by these Program Terms and all other Setex policies, guidelines, documents and materials that we make available to you in connection with your participation in the Setex Affiliate Program. If you do not consent to these Program Terms, you are not permitted to participate in the Setex Affiliate Program. If you are signing up to the Setex Affiliate Program on behalf of a company or other entity, you represent and warrant that you are an authorized representative of such company or entity with the right to bind such company or entity to these Program Terms. You further represent and warrant that you are at least 18 years of age or older.
These Program Terms only govern the relationship between you and Setex in connection with your participation in the Setex Affiliate Program. Please refer to the applicable agreement between you and ShareASale for all terms and conditions that govern your relationship with ShareASale.
1. Definitions
As used in these Program Terms:
(a) “Setex”, “we”, “us”, or “our” refers to Setex Technologies, Inc.;
(b) ”you” or “your” means the Setex Affiliate Program participant who has agreed to be bound by these Program Terms;
(c) “our website” means the Setex website located at setexgrip.com;
(d) “your website” means any websites that you own or operate and that link to our website and/or any other website that you use to promote the Setex Products as permitted by these Program Terms;
(e) “commission” means any fees that you earn in connection with your participation in the Setex Affiliate Program;
(f) “Setex Affiliate Program” means the Setex marketing program operated and managed by ShareASale;
(g) “Setex Products” means Setex’s products offered for sale on our website;
(h) “Setex Trademarks” means all the trademarks and trade names, whether or not registered, which are owned by Setex and which appear on Setex Products including without limitation, the trademarks “SETEX” and “SETEX GECKOGRIP”,;
(i) ”ShareASale” means the third-party referral program management service used by Setex to operate and manage the Setex Affiliate Program available at www.shareasale.com;
(j) “ShareASale Interface” means your Setex Affiliate Program homepage operated and managed by ShareASale that contains commission payment information and other Setex Affiliate Program materials;
(k) ”Prospective Customer” means any visitor to your website or other individual to whom you promote the Setex Products in connection with your participation in the Setex Affiliate Program;
(l) “Advertising Standards” means any applicable advertising laws, regulations or standards, data laws relating to advertising (including the Children's Online Privacy Protection Act), including without limitation any FTC Guidance, any generally accepted self-regulatory codes of practice, and any related guidance or best practice advice;
(m) “Code of Conduct" means the AWIN code of conduct for publishers at https://www.awin.com/us/legal/code-of-conduct as may be amended or updated by AWIN at its discretion;
(n) “Data Regulation" means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Program Agreement, including for EU citizens the GDPR and/or ePrivacy and for U.S. citizens, FTC Guidance, self-regulatory principles set forth by the Digital Advertising Alliance, the California Consumer Privacy Act of 2018 Cal. Civil Code § 1798.100 et seq. (“CCPA”) and other U.S. state and federal legislation relating to data privacy and security;
(o) “ePrivacy” means the Privacy and Electronic Communications Directive 2002/58 (including any replacing or superseding legislation);
(p) “FTC Guidance” means the published cases and guidelines from the United States Federal Trade Commission, including without limitation the guidance on substantiation of claims, privacy, data security, native advertising and disclosure guidance for influencers and spokespeople;
(q) “GDPR” means the EU General Data Protection Regulation 2016/679.
2. Enrollment
2.1 The purpose of the Setex Affiliate Program is to permit you to promote the Setex Products to Prospective Customers and, in exchange, earn commissions in connection with such promotional activities. In order to participate in the Setex Affiliate Program, you must first submit an application to Setex via the ShareASale website. Your application must include all information requested by Setex and ShareASale, including information about your website, links to any website that you intend to use in connection with the Setex Affiliate Program, your website’s visitor demographics, your contact information and your website’s traffic statistics. After receiving your application, we will review your application materials (usually within three business days) and notify you by email of your acceptance or rejection into our Setex Affiliate Program. We reserve the right to reject your application for any reason, and encourage you to contact us with any questions regarding your application.
2.2 It is your responsibility to ensure that the information in your application and otherwise associated with your Setex Affiliate Program account, including your email address and other contact information and identification of your website, is at all times complete, accurate and up-to-date. We will send notifications, approvals and other communications relating to the Setex Affiliate Program and these Program Terms to the email address then-currently associated with your Setex Affiliate Program account. You will be deemed to have received all notifications, approvals and other communications sent to the email address associated with your account, even if that email address is no longer current.
3. Your Website Requirements
3.1 You are solely responsible for your website, including the development, maintenance and technical operation of your website and all materials and content that appear on your website. At all times during your participation in the Setex Affiliate Program, your website must not:
(a) infringe on Setex’s or any third party’s intellectual property, publicity, privacy or other proprietary rights;
(b) violate any applicable law, rule, or regulation;
(c) contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials;
(d) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information;
(e) be directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder; or
(f) contain software or use technology that attempts to intercept, divert, or redirect internet traffic to or from any other website.
3.2 Your website must accurately and adequately disclose, either through a privacy policy or otherwise, how you collect, use, store and disclose data collected from Prospective Customers, including a disclosure, where applicable or appropriate, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from Prospective Customers, and place or recognize cookies on visitors’ browsers.
4. Linking to Our Website
4.1 After you have been accepted into the Setex Affiliate Program, we will make certain links and banner ads to our website available to you through the ShareASale Interface (“Links”). Links are customized for use in connection with the Setex Affiliate Program and permit the tracking, reporting and accrual of all commissions that you may be entitled to in connection with your participation in the Setex Affiliate Program. By participating in the Setex Affiliate Program, you consent to us and ShareASale monitoring, using and disclosing information about your website and Prospective Customers in connection with your display of Links on your website. Further, you must:
(a) only use Links in exactly the form provided to you through the ShareASale Interface;
(b) not manipulate or change the Links in any manner;
(c) list all domains of your websites that currently contain Links in your Setex Affiliate Program profile on the ShareASale Interface;
(d) not copy, resemble, or mirror the look and feel of our website on your website;
(e) not, in any way, create the impression that your website is our website;
(f) not frame our website on your website in any manner;
(g) not engage in cookie stuffing and or include pop-ups, false, or misleading links on your website;
(h) not attempt to mask the referring URL information for a Link (i.e. the page from where the Link click is originating);
(i) never use redirects to give the appearance that a Prospective Customer’s click on a Link came from another domain;
(j) not promote, post or link to information about methods to manipulate or work around the requirements of a Link promotion;
(k) display Links in their entirety as provided to you through the ShareASale Interface;
(l) not advertise Links obtained from any means other than the ShareASale Interface, including via Setex’s non-referral advertising, customer e-mails, paid searches, or any other campaign.
4.2 You must not mislead Prospective Customers or give the appearance that any offer on our website requires a click from your website in order to redeem such offer. For example, if we are running a promotion on our website for free shipping on product purchases over $100, you may not suggest or imply that a Prospective Customer must click a Link from your website to receive this deal.
4.3 If you redirect any Link in a manner that hides or manipulates its source, we may immediately terminate your participation in the Setex Affiliate Program. We will have no obligation to pay you commissions if you fail to properly implement the Links on your website.
5. Earning Commissions
5.1 You may earn commissions when Prospective Customers who follow Links from your website to our website place orders for the Setex Products. Setex reserves the right to reject orders for the Setex Products that do not comply with any requirements on our website, as they may be updated from time to time. The Setex Products ordered by any Prospective Customer will be governed by Setex’s terms and conditions of sale. Prospective Customers who purchase the Setex Products via the Links are Setex’s customers with respect to all activities they undertake in connection with the Setex Products.
5.2 Any commissions that you are entitled to in connection with your participation in the Setex Affiliate Program will be calculated as described on the ShareASale Interface. The ShareASale Interface will also list the Setex Products that will result in you earning a commission when purchased by Prospective Customers and the related commission percentage applicable to such sales. Eligible Setex Products and their related commission percentages are subject to change at any time with or without notice to you. Therefore, you are encouraged to regularly check the ShareASale Interface for the latest commission percentages and Setex Products that affect your participation in the Setex Affiliate Program.
5.3 From time to time, Setex may offer you additional ways to earn commissions through your participation in the Setex Affiliate Program (e.g., via bonus incentives or similar programs), the terms and conditions of which will be made available to you via the ShareASale Interface.
6. Payment Terms and ShareASale
6.1 The calculation and payment of all commissions that you earn in connection with your participation in the Setex Affiliate Program are performed by and processed through ShareASale. Please refer to your agreement with ShareASale for all payment terms and conditions relating to the calculation and payment of your earned commissions. Commissions will be paid to you solely through ShareASale and Setex shall have no responsibility or obligation to pay any commissions or compensation directly to you. If you have a question or dispute regarding the calculation of your commissions, you must contact ShareASale to address any such concerns or issues. Setex disclaims all liability to you for miscalculations, errors or mistakes in the payment of your earned commissions by ShareASale.
6.2 The commissions paid by ShareASale to you are the only compensation you are owed for your participation in the Setex Affiliate Program and no other compensation of any kind is payable to you under these Program Terms. You are solely responsible for (i) all costs and expenses incurred by you in connection with the implementation and performance of your responsibilities and obligations under these Program Terms; and (ii) any and all taxes, fees, duties, tariffs or charges which may be imposed on you in connection with your participation in the Setex Affiliate Program.
7. Use of Setex Materials and Setex Trademarks.
7.1 Setex grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, right to use, during the term of this Program Agreement, (i) any marketing or advertising materials provided to you by Setex on the ShareASale Interface, including Links and (ii) only those Setex Trademarks or logos provided to you by Setex on the ShareASale Interface or otherwise (the “Setex Materials”), in each case solely for the limited purpose of promoting Setex Products to Prospective Customers in connection with your participation in the Setex Affiliate Program.
7.2 You may use Setex Materials only as directed by Setex and in exactly the form provided to you by Setex. Except as expressly permitted herein, You shall not modify Setex trademarks in any manner.
7.3 All your uses of Setex Materials shall be in compliance with this Program Agreement. You shall cease display and use of any Setex Materials as requested by us from time to time.
7.4 You shall only use each of Setex Trademarks in its entirety and shall not separately use any element or elements of Setex Trademarks.
7.5 Except as expressly permitted herein, you shall not, without Setex’s prior written consent, (i) combine Setex Trademarks with any other designs, marks, names, prefixes, suffixes, symbols, or other modifying words or (ii) make any change in the presentation of Setex Trademarks.
7.6 You shall not use Setex Trademarks to disparage Setex or Setex Products in a manner that, in Setex’s reasonable judgment, may diminish or otherwise damage Setex’s good will in Setex Trademarks.
7.7 No use of Setex Materials in connection with other products or services. You shall not use Setex Materials, Setex Trademarks, or the Setex trade name in connection with any goods or services other than as expressly permitted hereunder. You shall not use Setex Trademarks in connection with or for the benefit of your own products or services of any third party’s products or services. You shall not use the Setex Trademarks in a way that suggests your own products or services come from or are endorsed by Setex.
7.8 You shall not place Setex’s trade name or logo adjacent to the trade name or logo of any competing brand.
7.9 You must not take any action inconsistent with Setex’s ownership of the Setex Materials and any benefits accruing from use of Setex Materials will automatically vest in Setex. All right, title and interest in and to the Setex Materials and all goodwill associated therewith will remain and vest with Setex.
7.10 You may not use any of the Setex Materials as part of the domain or sub-domain for your website (e.g., Setex.website.com or www.Setex-coupons.com).
8. Advertising and Publicity
8.1 You agree that the nature and quality of all advertising, promotional and other related uses of Setex Trademarks by you (“Advertising”), shall conform to and be consistent with our quality standards. Those standards of quality shall, under all circumstances, be set by and be under the control of Setex. We may from time to time provide information or guidance on such standards to you in writing. You will not create, publish, distribute, or print any written material, including postings on your website, that reference the Setex Affiliate Program or contain the Setex Materials that are inconsistent with our written guidance. Upon written notification by us, you shall immediately remove or modify, as requested by us, any Advertising that we determine, in our sole discretion, is inconsistent with our quality standards.
8.2 Your Advertising will comply with all Advertising Standards and Data Regulation. We, however, are not obliged to review any of your Advertising or check its legality or accuracy.
8.3 You shall comply with the Code of Conduct at all times.
8.4 No Promotion via Email or SMS Message. You shall not promote Setex Products via email or SMS messages. We have a strict no tolerance policy on email and SMS marketing. If we determine that you have used Setex Materials in email or SMS marketing, we may immediately terminate your participation in the Setex Affiliate Program.
8.5 Pay-Per-Click Advertising. If you engage in pay-per-click (“PPC”) advertising for your website, you must adhere to the following PPC guidelines:
(a) You may not bid on any Setex Trademarks (including, but not limited to Setex, Setex.com, Setex Geckogrip), or any variations or misspellings thereof, for search or content-based campaigns on Google, MSN, Yahoo!, Facebook or any other search or advertising network.
(b) You may not use Setex Trademarks in combination with any other keyword (e.g., “Setex Coupons”).
(c) You may not use Setex Trademarks in your ad title, ad copy, display name or as the display URL.
(d) You may not direct link to our website from any PPC ad or use redirects that yield the same result.
(e) You may not bid in any manner appearing higher than Setex for any search term in position 1-5 in any auction-style PPC advertising program.
8.6 We have a strict no tolerance policy on PPC trademark bidding. If you automate your PPC campaigns, it is your responsibility to exclude Setex Trademarks from your program. We strongly suggest that you add Setex Trademarks as negative keywords. If we determine that you have engaged in PPC trademark bidding with any Setex Trademarks, we may immediately terminate your participation in the Setex Affiliate Program.
9. FTC Disclosure Requirements
9.1 You must include a disclosure statement within any websites, pages, blogs/posts, or social media posts where Links for the Setex Affiliate Program are posted in connection with an endorsement or review and where it is not clear that the Links are paid advertisements. This disclosure statement should be clear and concise and state that we are compensating you for your review or endorsement. If you received any Setex Product for free in connection with your participation in the Setex Affiliate Program, you must also clearly state that you received free products from Setex in your disclosure. In addition:
(a) Disclosures must be made as close as possible to the Link and related claims.
(b) Disclosures should be placed “above the fold” of your website; scrolling should not be necessary to find the disclosure (e.g., the disclosure should be visible before the jump).
(c) Pop-up disclosures are prohibited.
(d) Social media posts must include proper disclosure which may include hashtags such as #ad, #advertisment, #sponsored. Hashtags such #sp, #spon, #affiliate or #aff are not acceptable. Forms such as Ad, (Ad), //Ad// are acceptable on Facebook, as is a natural language disclosure if clear and concise. For example, “This post does contain an affiliate link, which means if you purchase after clicking the link, I may receive compensation”.
(e) For image intensive platforms, such as Pinterest, Instagram Stories, Snapchat, etc. #ad should be on the image or the first image in a series. On video platforms such as YouTube verbal disclosure within the video as well as text disclosure in the description is sufficient.
9.2 For more information about FTC disclosure requirements, please review the FTC’s “Dot Com Disclosures” Guidelines at: www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf; the FTC’s “Disclosures 101 for Social Media Influencers” https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf; and the FTC’s “Endorsement Guides: What People Are Asking” https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking#disclose
10. Third-Party Websites and Social Media
You are permitted to promote the Setex Products (including posting Links) on third party social media websites (e.g., Facebook, Instagram, Twitter) and other blogs, forums and similar websites in accordance with these Program Terms. If you use such third party websites to promote the Setex Products, you must comply with such website’s own terms and conditions regarding the posting of promotional content. Further, you must comply with the following social media guidelines:
(a) You may promote the Setex Products by posting Links on your own social media accounts (including Facebook, Instagram, and Twitter). For example, you may post a Facebook status update that states: “Click here for a 25% off sale at Setex through Wednesday.”
(b) You may not post your Links on any public forum found on Setex’s own social media accounts. For example, you may not post Links as comments to posts or news feed stories found on Setex’s Facebook page, Setex’s Instagram page, or Setex’s Twitter account.
(c) You may not purchase or run ads on any social media website using the Links or any other Setex Materials.
11. Operations Outside the United States.
11.1 If you are located or conducting business in a country outside of the United States, you must follow all applicable laws of that country pertaining to your participation in the Setex Affiliate Program. For example, if you are located or conducting business in one or more of the European Union countries, you must comply with your county’s transposition of the European Union’s Privacy and Electronic Communications Directive, the GDPR, and all applicable laws concerning misleading and comparative advertising.
11.2 Because standards and regulations vary significantly from country to country, Setex does not represent or warrant that Setex Products meet any applicable requirements in any jurisdiction outside the United States and you shall not make any claims that they do.
12. Reversals and Chargebacks. Setex is proud of its very low reversal rate for the sales of Setex Products to our customers. From time to time, however, your earned commissions may be adjusted or reduced due to order cancellations, duplicate tracking, returns, or disputed charges by Prospective Customers. Any such adjustment for a reversal, return, chargeback or similar event will be reflected in your Setex Affiliate Program account located in the ShareASale Interface.
13. Communication Policy
13.1 If we ask you for clarification or more information regarding any Link clicks or orders for the Setex Products using a Link that we suspect may be in violation of these Program Terms, we expect you to respond to any such inquiry in a timely and honest manner.
13.2 We may immediately terminate your participation in the Setex Affiliate Program and you will not be entitled to receive a payout of your earned commissions as of the date of such termination if:
(a) you violate these Program Terms (or any other Setex policy relating to the Setex Affiliate Program);
(b) we suspect your participation in the Setex Affiliate Program, or any action taken by you in connection with the Setex Affiliate Program, is fraudulent, deceptive or violates any applicable law;
(c) your communications to Setex and ShareASale are not forthcoming, are intentionally vague or if we have reason to believe you are lying or being dishonest;
(d) we attempt to contact you using information listed in your Setex Affiliate Program account on the ShareASale Interface and you are unresponsive within a reasonable period of time or our emails to you are undeliverable; or
(e) you cannot substantiate or validate the source of your traffic to our website through the Links with clear and demonstrable proof.
13.3 You are responsible for ensuring that your website includes appropriate policies and procedures designed to detect and prevent fraud consistent with the requirements of these Program Terms.
14. Effective Date; Termination
14.1 These Program Terms will be effective upon our acceptance of your Setex Affiliate Program application and will end when terminated by either you or us as described in these Program Terms. Either you or we may terminate these Program Terms for any reason, with or without cause, by giving the other party written notice. Upon termination, (i) you must immediately discontinue the use of all Setex Materials, including removing all Setex Materials from your websites and (ii) you must immediately cease using the Links. The provisions of these Program Terms which are intended to survive by their nature will survive termination or expiration, including the Section 17 (Indemnification), Section 18 (Warranty Disclaimer), Section 19 (Limitation of Liability), Section 21 (Governing Law; Arbitration), and Section 23 (Miscellaneous).
14.2 Upon the termination of your participation in the Setex Affiliate Program, you will be entitled to receive your accrued but unpaid commissions (except as otherwise set forth in these Program Terms or in the event of a termination arising out of your breach of these Program Terms). You will not be entitled to any new commissions generated from Links following the termination of these Program Terms (including Links distributed by you prior to such termination). You are responsible for communicating to Prospective Customers that you are no longer a participant in the Setex Affiliate Program and that all distributed Links are no longer valid. No termination of these Program Terms will relieve either party from any liability for any breach of, or liability accruing under, these Program Terms prior to termination.
15. Compliance with Export Laws. You shall not promote Setex Products in any country where sale of Setex Products is prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations (collectively the “Export Laws”). You represent and warrant that you are not a citizen or resident of, or otherwise located within, or an entity organized under the laws of, or otherwise located within, any nation embargoed by the United States, and that you are not acting as an agent or representative of any person who is located within or of any entity organized under the laws of, or otherwise located within, any nation embargoed by the United States, and that you are not otherwise prohibited under the Export Laws from receiving any Setex Products. Our obligations hereunder are conditioned on your compliance with the Export Laws, and we shall have no obligations to you under this Program Agreement if you fail to comply with the Export Laws.
16. Your Responsibilities and Obligations
16.1 You have no authority to assume or create any obligation or warranty, express or implied, on behalf of Setex or to represent Setex in any capacity, except as expressly set forth in these Program Terms. You also have no authority or control over the prices for the Setex Products. Our relationship is that of service provider and independent contractor, and nothing in these Program Terms will create or imply any partnership, joint venture, commercial agency, franchise, sales representative or employment relationship.
16.2 You will not:
(a) make any false, misleading, or disparaging representations or statements with regard to Setex or the Setex Products;
(b) engage in any unfair or deceptive trade practice in connection with your promotion of the Setex Products or participation in the Setex Affiliate Program; or
(c) sell Links to third parties in exchange for a fee or other compensation.
16.3 You will comply with all laws, rules and regulations applicable to your participation in the Setex Affiliate Program and any policies and procedures of Setex made available to you (including any usage policies pertaining to the Setex Materials).
16.4 High Risk Applications. Unless specifically agreed to in writing by us, Setex Products have not been tested or otherwise certified by us as fit for use, and are not meant to be foolproof or fault-tolerant, in applications (e.g., nuclear, aerospace, mobile vehicles, medical devices or equipment, or weapons systems) in which the failure of the Setex Products could lead directly or indirectly to death, bodily injury, or severe property or environmental damages. Accordingly, you must not promote or advertise Setex Products as being suitable for High Risk Applications.
17. Indemnification. You will indemnify and hold Setex harmless from and against any liabilities, damages, costs and expenses, including without limitation attorneys’ fees and costs, incurred by Setex resulting from any and all third party claims, actions or proceedings arising out of, based on or related to (i) any statements, claims, representations or warranties made by you regarding the Setex Products that were in violation of Setex’s written guidance or policies; (ii) any illegal, unfair, deceptive, misleading or unethical business practices whatsoever by you, whether with respect to your participation in the Setex Affiliate Program, use of Links or otherwise; (iii) your website and any materials, content, products or services that appear on your website; (iv) your violation of any term or condition of these Program Terms; or (v) your or your employees’ willful misconduct.
18. WARRANTY DISCLAIMER. SETEX DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, UNDER THIS PROGRAM AGREEMENT OR OTHERWISE WITH RESPECT TO YOUR PARTICIPATION IN THE SETEX AFFILIATE PROGRAM, OUR WEBSITES, SETEX MATERIALS, AND SETEX PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SETEX MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF SETEX PRODUCTS AND WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF SETEX PRODUCTS. SETEX IS NOT RESPONSIBLE TO YOU FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS RESULTING FROM YOUR PARTICIPATION IN THE SETEX AFFILIATE PROGRAM, OR ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE PROGRAM TERMS OR YOUR PARTICIPATION IN THE SETEX AFFILIATE PROGRAM.
19. LIMITATION OF LIABILITY. SETEX WILL NOT LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT OR IN CONNECTION WITH THESE PROGRAM TERMS AND YOUR PARTICIPATION IN THE SETEX AFFILIATE PROGRAM, EVEN IF SETEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SETEX’S CUMULATIVE LIABILITY TO YOU UNDER THESE PROGRAM TERMS EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS OR (B) THE ACTUAL AMOUNT OF COMMISSIONS ACCRUED HEREUNDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE DAMAGES OR LOSSES OCCURRED OR THE CAUSE OF ACTION AROSE.
20. Changes to Program Terms. Setex reserves the right to change, modify, revise or otherwise amend any provision of these Program Terms, and any other terms, policies or guidelines governing your participation in the Setex Affiliate Program, at any time at its sole discretion by providing notice to you that the Program Terms have been modified. Such notice may be provided by sending an email, or by posting a notice on the ShareASale Interface, or by posting the revised Program Terms on the ShareASale Interface and revising the date at the top or by such other form of notice as determined by Setex. Your continued participation on the Setex Affiliate Program following the posting of the revised Program Terms or other notice will constitute your acceptance of such changes or modifications. If you do not agree with any changes or modifications, you must promptly notify us in writing and stop participating in the Setex Affiliate Program. You should review these Program Terms often and at least every thirty (30) days to make sure that you understand the terms and conditions that will apply to your participation in the Setex Affiliate Program.
21. Governing Law; Arbitration
21.1 This Program Agreement and, to the fullest extent permitted by applicable law, all matters arising out of or relating in any way to this Program Agreement (whether arising in contract or tort), shall be governed by and construed in accordance with the law of the Commonwealth of Pennsylvania, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Commonwealth of Pennsylvania; provided, however, that the United States Arbitration Act (Title 9 US Code) shall govern the interpretation and enforcement of the arbitration clauses in this Program Agreement.
21.2 PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SETEX AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. IF YOU DO NOT CONSENT TO THE TERMS OF THIS SECTION, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE SETEX AFFILIATE PROGRAM.
21.3 Arbitration. You and Setex agree to arbitrate any dispute arising from these Program Terms or relating to your participation in the Setex Affiliate Program. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Setex agree: (i) to notify each other of any dispute within 30 days of when it arises; (ii) to attempt informal resolution prior to any demand for arbitration; (iii) that any arbitration will occur in Pittsburgh, Pennsylvania; and (iv) that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association (“AAA”). The AAA’s rules are available at www.adr.org. Other than class procedures and remedies described in these Program Terms, the arbitrator has the authority to grant any remedy that would otherwise be available in court. The arbitrator’s award will be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The language of the arbitration will be English. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Setex retains the right to apply to any court of competent jurisdiction for provisional and/or conservatory relief, including pre-arbitral attachments or injunctions, and any such request shall not be deemed a waiver of the right to arbitrate.
21.4 YOU AND SETEX AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SETEX AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
22. Setex Proprietary Rights & Feedback. Other than the limited licenses expressly set forth in these Program Terms, Setex reserves all right, title and interest (including all intellectual property and proprietary rights) in and to the Setex Materials, Setex Products and any other intellectual property and technology that we provide or use in connection with the Setex Affiliate Program or on our websites. We welcome feedback from our users regarding ideas and suggestions for improvements to the Setex Affiliate Program and Setex Products. Setex will be entitled to use any such feedback without restriction, even if you designate such feedback as confidential. You hereby grant Setex a royalty-free, sublicensable, transferable, perpetual, irrevocable license in and to any feedback to use in any matter related to the operation of our business.
23. Miscellaneous
23.1 You may not assign or transfer these Program Terms to another person or entity without prior written consent of Setex. Any assignment in violation of the foregoing will be null and void. Setex may assign these Program Terms in its discretion.
23.2 These Program Terms will be binding on any permitted successors or assignees.
23.3 The remedies provided in these Program Terms will be cumulative, and the assertion by either party of any right or remedy will not preclude the assertion by such party of any other rights or the seeking of any other remedies.
23.4 The invalidity or unenforceability of any provision of these Program Terms will in no manner affect the validity or enforceability of any other provision hereof.
23.5 These Program Terms represent the entire agreement between you and Setex and supersedes any prior or contemporaneous understandings or agreements with respect to the subject matter hereof.
23.6 The failure of either party to enforce any of the provisions of these Program Terms or the waiver thereof in any instance will not be construed as a general waiver or relinquishment on its part of any other provision, but the same will nevertheless be and remain in full force and effect.