Affiliate Program Agreement
Thank you for your interest in the Helium 10 Affiliate Partner Program (the “Affiliate Program”). This agreement (the “Agreement”) is made by and between Pixel Labs, LLC dba Helium 10 (hereinafter “Company”) and the affiliate whose information has been provided through this enrollment application process (hereinafter “Affiliate”). This Agreement governs any additional Insertion Order that Affiliate and Company may enter to further their partnership. If there is any direct conflict between this Agreement and the terms of the Insertion Order(s), the Insertion Order(s) shall control.
consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
1) This Agreement may be executed online by submitting the applicable information and clicking the button stating “I Agree.” Clicking said button has the same force and effect as signing the Agreement by hand. Affiliate should not click the “I Agree” button unless Affiliate has read, understood and agreed to every provision in this Agreement and its attachments, schedules and exhibits.
2) Affiliate acknowledges that, despite agreeing to this terms of this Agreement as set forth above, Affiliate will not be able to participate in the Affiliate Program unless and until Company accepts Affiliate’s application. Company may reject an application if it is determined (in Company’s sole discretion) that Affiliate is unsuitable for the Affiliate Program. If Company accepts Affiliate into its Affiliate Program, Affiliate will be notified and will be provided login credentials and/or an Affiliate ID. Upon receipt, Company will be deemed to have agreed to its obligations to this Agreement as if it had signed the Agreement by hand. If the parties thereafter enter into an Insertion Order that supplements or amends the terms of this online Agreement, those terms shall be deemed incorporated herein and made a part hereof.
3) It is the goal of Company to uphold the highest possible ethical standards. This goal applies to Company’s relationship with its Affiliates as well as its relationship between Affiliates and the public. The Terms of Service attached as Schedule A below were created to set a minimum threshold, but they are no substitute for Affiliate’s own investigation of the law as well as Affiliate’s own sense of what is right and wrong. If there is ever any doubt, Affiliates should err on the side of not taking the questionable action. Affiliates are asked to go above and beyond the requirements of this Agreement and the Terms of Service to ensure that they maintain the highest level of integrity. Company is proud of the hardworking, honest and dedicated Affiliates that serve on behalf of Company. Please note that even if Company accepts an application and enters into this Agreement but Affiliate is thereafter determined (in Company’s sole discretion) to be unsuitable for the Affiliate Program, Company may terminate this Agreement.
1. NON-EXCLUSIVE INDEPENDENT CONTRACTOR RELATIONSHIP
a. This is a non-exclusive independent contractor agreement. Affiliate is free to work (as an employee, agent, independent contractor or owner) for any other company or individual. Company welcomes competition, and does not object or in any way restrict Affiliate’s ability to market for any other company, including a competitor, so long as Affiliate observes the terms of this Agreement, including the non-disclosure and non-solicitation provisions. Affiliate acknowledges that Company may work with other affiliates.
2. LEAD GENERATION AND MARKETING
a. Once Affiliate is accepted to the Affiliate Program, Affiliates are compensated for generating purchases of Company’s services through its applicable websites, including helium10.com (the “Company Websites”) by incorporating Company Trackers into the Affiliate’s sites, posts or offers that are associated with their unique Affiliate ID. “Company Trackers” include the trackable links, hyperlinks, coupon codes and other promotional codes, lead capture forms, and any other materials that Company will make available to the Affiliate that will allow for the tracking of purchases. Certain Company Trackers are tracked by using cookies and/or other proprietary tracking technology on the user’s web browser.
b. It is the sole responsibility of the Affiliate to properly implement, test and fix (if necessary) Company Trackers on its sites or offers. It is not the responsibility or liability of Company to ensure that Company Trackers are working correctly. If the Affiliate does not properly implement the Company Trackers, the Affiliate will not be able to generate commissionable purchases.
c. Editing of Company’s Company Trackers is strictly prohibited, without prior written approval from Company provided that Company agrees to work with Affiliate to approve any editing done (i) to ease the user experience (e.g., shortening links) or (ii) to allow for Affiliate to utilize third party data metric platforms or similar technologies to aid Affiliate in monitoring the effectiveness of its efforts hereunder. Any changes to Company Trackers without prior written permission may result in the loss of Commissions hereunder.
d. All Company Trackers may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Affiliate is not allowed to post any refunds, credits or discounts, or other content concerning Company, unless Company has given its written permission in each instance. Affiliates may only use coupons, rebates, incentives and discounts that are made available to Affiliate through the Affiliate Program. Any violations of the terms surrounding links, coupons, rebates, incentives, credits or discounts shall constitute a material breach of this Agreement, and may result in termination from the Affiliate Program or withholding of Commissions.
f. The Affiliate consents to Company monitoring the Affiliate’s sites or offers to determine continued compliance with this Agreement.
3. TRADEMARKS AND COPYRIGHTS
a. In addition to and/or as part of the Company Trackers, Company will make available to the Affiliate certain trademarks, slogans, images, and advertising materials owned by Company (“Company IP”). The Affiliate will have a non-exclusive, limited term license to use the Company IP solely with their efforts hereunder and solely in accordance with the terms of this Agreement. Affiliate may only use Company IP provided to Affiliate or expressly made available by Company to Affiliate for the purposes hereunder and only in the forms provided. Affiliate may make no other use of the Company IP or of any domain names, social media handles or trademarks using words that are identical, similar or related to the Company IP. Affiliate is also prohibited from creating any custom content incorporating Company IP that may appear to be content created by Company. Company retains any and all rights in and to the Company IP.
b. The Affiliate agrees not to take any action that is contrary to or inconsistent with the Company’s rights to the Company IP. The Affiliate will not use the Company IP in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Company or that paints the Company in a false or negative light. The same applies to the intellectual property of Company’s competitors.
c. The Company may revoke the limited license to the Company IP granted hereunder at any time in writing to the Affiliate. Upon termination or revocation, the Affiliate agrees to immediately cease from any use of Company IP. In addition, all licenses, grants and rights created by this section of the Agreement shall immediately terminate upon termination of the Affiliate’s participation in the Affiliate Program. At such time, Affiliate is required to immediately remove from Affiliate’s website, offers and marketing materials all references to Company, all Company materials and all Company IP.
a. Company will process orders placed by Referred Customers (defined below) who follow the Company Trackers from Affiliate materials to any of the Company Websites. Company reserves the right, in its sole discretion, to reject orders that do not comply with certain requirements that it may establish from time to time. All aspects of order processing and fulfillment, including cancellation, processing, refunds and payment processing will be Company’s responsibility. Company will track the Qualified Purchases (as defined below) generated by Affiliate’s activities in order to determine Affiliate’s compensation. To permit accurate tracking, reporting, and Commission accrual, Affiliate must ensure that the Company Trackers between its website and the Company Websites are properly formatted.
a. Subject to the terms of this Agreement, Company will pay Affiliate the Commission on each Qualified Purchase by a Referred Customer which occurs during the month for which such Commission is being calculated as set forth in more detail below. For clarity, in the event that the parties enter into a separate IO that modifies the below Commission, payment structure or other payment terms, such modified terms in the IO will apply instead of the terms set forth below.
b. The “Commission” shall be twenty-five percent (25%) of the gross revenue arising from (i) the monthly base rate paid by Referred Customers for each Qualified Purchase that is a monthly subscription; or (ii) the fee associated with the Qualified Purchase if it is a one-time purchase of a feature. If the Qualified Purchase is of Company services that are subject to a monthly subscription, the Commission will be payable for the life of the subscription (e.g., if a Referred Customer completes a Qualified Purchase of a subscription that lasts for 3 years, Affiliate will be paid a Commission on all monthly base rate fees received for the entire 3 years). For clarity, a Commission will not be due on (x) other purchases made by a Referred Customer that do not qualify as Qualified Purchases (e.g., if a Referred Customer later purchases a standalone feature that was not tracked to an Affiliate referral); or (y) any amounts paid by a Referred Customer in connection with a subscription-based Qualified Purchase other than the monthly base rate.
c. “Qualified Purchases” are only those purchases of Company products or services that (i) are tracked through the use of Company Trackers, (ii) indicate the Affiliate’s unique Affiliate ID as the source of the purchase, and (iii) are made within 30 days of the Referred Customer first visiting the Company Website after being referred by Affiliate. Any purchases that are later canceled, returned, refunded or become the subject of chargeback inquiry, shall not be deemed Qualified Purchases.
d. “Referred Customer” means each new and unique customer referred from Affiliate through Company Trackers.
6. PAYMENTS & AUDITS
a. Company will pay Commissions only upon collection of funds by the Referred Customer for the applicable Qualified Purchase. Commissions will be paid within sixty (60) days of the date the applicable Qualified Purchase was made. Company does not guarantee an exact date of calculations for Commissions or payments. In the event that Company pays Affiliate Commissions on amounts later determined not to be Qualified Purchases due to cancelation, refund or chargeback, or otherwise, Company may deduct the value of such Commissions from payments in respect of future Commissions. In addition, if at any time the Company determines that the amount of Commissions that the Affiliate was paid exceeded amounts actually due, Company may reduce future Commission accordingly and/or require Affiliate to refund Company for such overpaid Commission. All payments will be made electronically via a third party payment processor.
b. Notwithstanding the foregoing, if the Commissions due on any payment date are less than $150, Company can withhold such Commissions and roll them over until total Commissions meet or exceed $150, at which point all such Commissions will be paid.
c. All payments will be made via Tipalti or any other mutually-approve method to the account provided to Company by Affiliate. It is Affiliate’s responsibility to keep its account information up-to-date and Company shall not be responsible or liable for payments made to inactive or closed accounts that have not been updated by Affiliate.
d. All payments made to Affiliate do not include, and Affiliate shall pay, any sales, use or similar tax associated with such payment. All past due amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is greater.
a. Monitoring. Company will actively monitor Affiliate activity using a combination of its proprietary software and third party monitoring services.
b. FTC Endorsement. It is the intent of Company to treat our customers fairly and to comply fully with all Federal Trade Commission’s regulations related to advertising and endorsements. As such, Company requires its affiliates to comply with these regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case Company) must prominently disclose the fact financial or in-kind compensation is provided from the advertiser. Affiliates are advised to seek and obtain their own legal advice on how these rules apply to their websites or other promotional activities for which they receive compensation.
c. If Company determines, in its discretion, that an Affiliate is not in compliance with these Compliance provisions, Company may, in addition to terminating this Agreement, withhold Commissions based on Qualified Purchases that Company reasonably determines may have resulted from Affiliate activities that were in violation of these provisions.
8. IMPERMISSIBLE MARKETING TECHNIQUES
a. Affiliates are expected to act at all times with the highest level of integrity. Violations of this Agreement or the Terms of Service in Schedule A below are not permitted, nor are violations of the rules, laws and regulations applicable to Affiliate. Affiliate is expressly prohibited from using sites or offers containing content that is not acceptable to Company or is inconsistent with the image of the Company, or sites or offers containing any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicting sexual situations, promoting discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or containing any material that appears to the Company to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party. Affiliate may not violate the terms of service of any third party site such as Facebook, Instagram or Twitter. Affiliate may not offer any contests or sweepstakes related to Company without Company’s prior written approval.
9. CORRECTIVE ACTIONS
a. In the event that Company learns of a possible violation of the terms of this Agreement or the Terms of Service in Schedule A below by Affiliate, Company may initiate an investigation. During an investigation, at Company’s sole discretion, Company may hold Affiliate payment in ‘Pending Status’ until Affiliate has satisfactorily provided evidence that Affiliate is not defrauding the system. An investigation may be initiated as the result of an external complaint or Company’s internal monitoring procedures. Affiliate agrees to cooperate fully with any such investigation and to abide by the findings. Company’s determination regarding this investigation will be final and binding on Affiliate. In addition to the foregoing, Affiliate acknowledges that Company may take whatever corrective actions it deems fit, including:
i. recommending changes to the Affiliate’s marketing materials;
ii. adjusting, withholding or canceling Commissions or Commission rates,
iii. suspending Affiliate; or
iv. terminating Affiliate’s relationship with Company and forfeiting Affiliate’s Commissions
10. APPROVAL OR REMOVAL OF AFFILIATE
a. The Company reserves the right to approve, disapprove or remove ANY Affiliate at any time in its sole and absolute discretion. The proposed Affiliate will have no legal recourse against the Company for removal from the Affiliate Program. Without limiting Company’s rights herein, after six months with no Commissions paid, an Affiliate’s relationship with Company shall automatically terminate and Affiliate shall no longer be a member of the Affiliate Program without re-applying through the signup process. Affiliate agrees that any person logging into Company’s system by using the Affiliate’s password is authorized to do so by Affiliate and that Affiliate will be responsible for the actions of any such person regardless of whether or not they exceed their authority.
11. FINANCIAL RESPONSIBILITIES
The Affiliate will be fully responsible for all costs and expenses of maintaining and marketing their sites and offers for the Affiliate Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Affiliate’s sites and offers, costs of search engine placement and other internet marketing, costs of marketing the Company into its sites, off line marketing costs, postage costs, and all other costs and expenses, and the Affiliate hereby holds the Company harmless for or against the same.
12. NO REPRESENTATIONS REGARDING INCOME POTENTIAL
a. The Company makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Affiliate’s campaigns and offers.
13. ANTI- SPAM POLICY
a. Affiliate shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM") without prior written consent from Company for each and every day when any bulk mailing will occur. Company, in its sole discretion, reserves the right to reject each and every e-mail mailing. Additionally, Affiliates may only send e-mails containing a Company Trackers and/or a message regarding Company or the Affiliate Program to person(s) who have been previously contacted and whom consented to the fact that the Affiliate will be sending an e-mail containing Company information or information about the Affiliate Program. Failure by an Affiliate to abide by this section, CAN-SPAM Act of 2003 or Company’s Anti-Spam Policy, in any manner, will be deemed a material breach of this Agreement and foreclose any and all rights the Affiliate may have to any Commissions.
14. CUSTOMER SERVICE
a. The Company will be responsible for handling all Referred Customer inquiries, purchases, billing, collection, and product shipments. Pricing of the Company’s products and services is totally within the Company’s discretion and the Company reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate or users accessing the Company’s site.
15. REPRESENTATIONS AND WARRANTIES
a. The Affiliate hereby represents and warrants to the Company that (a) Affiliate has the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement; (b) the entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals; (c) the Affiliate’s entry of this Agreement is not prohibited by the terms of any document, not contrary to any law, rule or regulations, and is not in violation of any court or administrative order; (d) Affiliate will at all times comply with the terms of this Agreement, the Terms of Service, and all applicable laws, rules and regulations; and (e) each Referred Customer and each Qualifying Purchase referred or submitted by Affiliate to Company, is or will be valid, genuine, unique and not fraudulent and meets the criteria for generating a Commission as provided in this Agreement and the Terms of Service below.
a. The effectiveness of this Agreement shall not commence until the Affiliate is accepted by the Company into the Affiliate Program (or, if invited, the date the Affiliate submits the required information). The effectiveness hereof and binding effect shall occur upon the acceptance of the Affiliate into the Affiliate Program. This agreement shall remain in full force and effect until terminated by the Affiliate or by the Company.
b. Either the Company or the Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with the Agreement. Notices sent hereunder shall be via e-mail to the Affiliate at the e-mail address provided by Affiliate. Any and all notices to the Affiliate via e-mails at such address shall be deemed to be effective notice to the Affiliate for all purposes.
17. EFFECT OF TERMINATION
a. For cause. Affiliate may be immediately terminated if found to have violated the terms of this Agreement, the Terms of Service, or any policies and procedure of the Affiliate Program that may be established and amended by the Company in its discretion from time to time. The Affiliate will forfeit all right to receive past or future Commissions that may have accrued to the Affiliate if this Agreement is terminated for cause.
b. For any other reason. If this Agreement is terminated for any other reason, the Affiliate will have a right to receive its accrued Commissions for so long as Qualified Purchases are made by a Referred Customer.
a. The Company reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to the Affiliate. Notice of any changes may be given via e-mail to the Affiliate or by requiring Affiliate to click on a button agreeing to a modification during the process of logging in to Company’s system (which shall have the same force and effect as a hand signature). By referring any Referred Customers, the Affiliate will be deemed to have accepted any such modifications.
a. THE COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE RECIPIENT’S WEBSITE. FURTHERMORE, THE COMPANY SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE PROGRAM, THE AFFILIATE PARTICIPATION IN THE AFFILIATE PROGRAM, THE AFFILIATE’S ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON- INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE COMPANY’S COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS AFFILIATE’S CAMPAIGN ID TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
b. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE COMPANY WAS OR HAS BEEN ADVISED OF THE POSSIBILITY OF THE CLAIM AND/OR DAMAGES AND TOOK NO ACTION TO PREVENT SAME.
Without limiting the forgoing, the Company’s total liability for any damages arising hereunder shall never exceed the total Commission paid and payable by the Company to the Affiliate in the twelve (12) months preceding the date the liability arose.
a. Each of the parties here to agrees that all non-public information of each party including, without limitation, the terms of this Agreement, business and financial information, vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized or disclosed for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (i) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (ii) to its accountants, attorneys, or other agents on a confidential basis, and (iii) otherwise as required by applicable law, rule, regulation, or legal process. These non-disclosure obligations shall survive the termination of this Agreement for a period of five (5) years.
21. INDEMNIFICATION AND WARRANTIES
a. The Affiliate hereby agrees to defend, indemnify and hold the Company, and all of its stockholders, officers, directors, employees, contractors, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demand, settlements, including all costs and attorney fees related thereto, that the Company may incur arising in whole or in part from Affiliate’s breach of this Agreement, or Affiliate’s representations and warranties hereunder, or otherwise from the content of the Affiliate’s sites or offers.
22. AGREEMENT TO PERSONAL JURISDICTION
a. Affiliate agrees to personal jurisdiction in the State of California and the United States as to any claims arising from Affiliate’s participation in the Affiliate Program (or related claims).
23. GOVERNING LAW
a. This Agreement shall be interpreted under the laws of the State of California. Any and all legal actions relative hereto shall be in the courts located in Los Angeles, California applicable to contracts made and fully performed therein and such courts shall have exclusive jurisdiction of all suits and proceedings arising out of or in connection with this agreement. Both parties hereby submit to the jurisdiction of said courts for purposes of any such suit or proceeding, and waive any claim that any such forum is an inconvenient forum.
a. Notices to the Company shall be by certified mail, return receipt requested addressed to email@example.com or such other address that the Company provides notice of to the Affiliate via e-mail. Notices to the Affiliate shall be by e-mail addressed to the e-mail address that the Affiliate provided to the Company.
a. This Agreement is only for the benefit of the Affiliate. The Affiliate shall not have the right to assign this Agreement or any benefits or obligation hereunder to any party or legal entity. Any attempted assignment shall be void.
26. ENTIRE AGREEMENT
a. This Agreement (including its schedules, attachments and exhibits) sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.
b. If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.
Terms of Service
1. Fraudulent Traffic. Affiliate will not fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Company, such as pre-population of forms or mechanisms not approved by Company).
2. Interference. Affiliate will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its services.
3. Slanderous Promotion Affiliate will not slander, smear, defame or disparage any competitors, company or individual entity to market Company; there is a zero tolerance policy on this type of behavior and if Affiliate is caught and does not correct their behavior they may be immediately and permanently removed from the Affiliate Program and past Commission payments will be reclaimed. Affiliates are prohibited from using slanderous words or words that are meant to mislead a customer into thinking the affiliate site or company is the same as Company in ad copy when referring to Company, our products, our services and our competitors.
4. Placement Rules.
a. Affiliate will not generate leads from content, email or websites (“Placements”) that are not subject matter related to the category of the Company Trackers represented.
b. Affiliate will not generate leads from Placements placed on “coupon” sites or similar sites.
c. All Placements must, unless Company waives any of the following requirements upon Affiliate’s specific request as to a particular Placement:
i. be content-based (not a list of links, coupons or advertisements);
ii. be written in English or translated upon request by Company;
iii. not use contextual media, specifically downloadable software (also called adware, pop-up/pop-under technologies or plug-ins);
iv. have a top-level name and must not infringe on any personal, intellectual property or copyrights.
d. Affiliate must be able to provide the name of the Placement where each lead was generated. This information is only delivered to Company upon request, but must be made available in case there is a dispute or problem with the lead.
>e. Placements may not contain inappropriate content, such as content that:
i. promotes the use of alcohol, tobacco or illegal substances, nudity, adult-oriented content such as pornography or escort services, expletives or inappropriate language;
ii. promotes violence or the use of illegal substances or activities such as how to build a bomb, counterfeiting money and software pirating;
iii. promotes illegal or unethical activity, racism, hate, "spam", mail fraud, gambling, sweepstakes, pyramid schemes, or illegal advice;
iv. is otherwise prohibited by Federal or state law; and/or
v. will bring Company and/or its advertisers negative publicity
5. Domain Names: All domain names used by Affiliates in connection with the Affiliate Program must be registered in the name of the Affiliate. Anonymous registrations are not allowed.
6. Forbidden Promotions: Affiliates must not make any statements that are false or misleading, or otherwise violate any law or regulation applicable to them in connection with their services under this Agreement. A non-exclusive list of forbidden practices is:
a. any statement of fact that is false or misleading;
b. any statement of opinion that you do not truly believe and that is not supported by fact;
c. any false persona, including false statements about your background or pictures that purport to be you or someone affiliated with the site which are in fact of someone else;
d. any links that send the lead to an unexpected destination such as links containing one company’s name, logo or trademark that send the lead to another company or individual;
e. promises, representations or predictions that you are not authorized to make;
f. and false statements about your background, motivation or qualifications.
7. Identity Confusion: Affiliates must not design websites, promotions, or emails which create the impression that they have been created by Company or are in any way endorsed by us. Affiliates must not represent themselves as us, or cause identity confusion by making websites or promotions that look like us. If an Affiliate is using paid advertising to promote Company on a search engine, they are absolutely forbidden from purchasing keywords using Company brands or the brands of competitors. Affiliate cannot use or cause to be used any competitor’s name in their text ads, banner ads and or display ads promoting Company unless otherwise approved by Company. If an Affiliate is caught violating this provision, that Affiliate could face permanent removal from the Company affiliate program and have all past Commissions recalled.
8. Celebrity Endorsements: Affiliates are forbidden to use the image and likeness of celebrity endorsements for Company without Company’s prior, written approval. Affiliates must not use the aforementioned in display ads, text ads and or any type of marketing or promotional material for Company whether it be online or offline.
9. Lead Generation: Affiliates generating leads for Company must carefully qualify and confirm that potential leads are actually interested in the goods and services of Company. It is forbidden to purchase lists and funnel them to Company without first qualifying and confirming the potentials leads interest in the goods and services of Company. If you funnel purchased lists to Company and or fail to qualify potential leads’ interest; your account will be immediately disabled and all un-contacted leads in your Affiliate account will be deleted. We understand that not all leads directed to Company are going to be properly qualified and the above action only applies to an Affiliate who has a pattern or practice of sending unqualified leads to Company. Company takes unqualified leads very seriously. Company may take any action it deems necessary in the event it discovers inappropriate lead generation; however, in general, we will notify you and will give you the opportunity to correct your behavior.
10. Legitimate Uses: Affiliate must only use the Affiliate Program in an attempt to refer potential customers to make Qualified Purchases from Company. Affiliate is prohibited from abusing the Affiliate Program in anyway, including using it to purchase Company goods/services for Affiliate’s own use at an effective discount.
11. Disclosure Needed: All websites/blogs used in connection with the Affiliate Program must contain proper disclosures required under the FTC Endorsement Guidelines.