LinkConnector Affiliate Terms and Conditions
Click on the "+" to expand the applicable terms and conditions or the "-" to contract them. In the event of any inconsistency between the provisions of the Level 2 or Level 3 terms and conditions and the Level 1 terms and conditions, the terms and conditions set forth in Level 1 (LinkConnector Terms and Conditions) shall control, regardless of the inconsistency. In the event of any inconsistency between the provisions of the Level 3 terms and conditions and the Level 2 terms and conditions, the terms and conditions set forth in Level 2 (Merchant Terms and Conditions) shall control, regardless of the inconsistency.
INTRODUCTION: LinkConnector Corporation (“LinkConnector”), of 1001 Winstead Drive, Suite 300, Cary, North Carolina 27513, provides you access to LinkConnector’s Merchant Affiliate Programs subject to your compliance with the terms and conditions below (“Agreement”). Please read this Agreement carefully. By enrolling or participating as an Affiliate, defined herein, with LinkConnector (“LC Affiliate”), you agree to be bound by these terms and conditions and are eligible to receive compensation from a Merchant based on tracked actions of your End Users related to the promotion of a Merchant’s products or services. As of November 1, 2019; and in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged; Affiliate and LinkConnector agree as follows…
The following terms shall have the meanings set forth below:
“Account Detail” means Affiliate name, Affiliate Sites, Affiliate’s contact information—including, but not limited to any contact name, email address, physical address, tax ID and telephone number.
“Adware” means any software application, residing on an End User’s machine, with their permission, which is used by LC Affiliate in conjunction with an Affiliate Program.
“Affiliate” means a person or company that agrees to promote Merchant Services or the Merchant Site in accordance with Merchant Terms and Merchant Campaign Terms in exchange for a Commission.
“Affiliate Event” means an individual action by an End User; such as a Click Event, Lead Event, Sale Event, Revenue Event, or Go Event; within an approved Campaign that is tracked and recorded in a LinkConnector Transaction Table for which payment has been promised to an LC Affiliate by the Merchant.
“Affiliate Program” means a pay-for-performance program where an Affiliate receives a commission for sending an End User to the Merchant Site which then generates an Affiliate Event.
“Affiliate Promotion” means any link, banner, and other creative used by an Affiliate on any electronic device (e.g., laptop, desktop, mobile phone, etc.) or printed material (e.g., magazine ad, signage, etc.) to promote a merchant’s product or services with the intention of receiving compensation from the merchant through their Affiliate Program.
“Affiliate Site” means the Internet World Wide Web presence operated by or for LC Affiliate, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
“Affiliate Transaction” means any Event caused by the action of an End User which is recorded by LinkConnector and written to the LinkConnector Transaction Table.
“Campaign” means a logical grouping of Merchant Links and Events in the LinkConnector network through which Merchants manage their program. By way of example, a Campaign might be called ‘Book Sales’ and include Merchant Links which promote only books and Events which record only sales for books.
“Click Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for incoming clicks originating from an Affiliate Promotion to the Merchant Site. The minimum commission payable to Affiliates for a Click Event is typically $0.02 per click.
“Commission” is the amount payable to Affiliates for Affiliate Events. The Merchant, generally in the form of either a percentage of the sale amount or a flat fee, determines commission amounts.
“Cookie Duration” is an Event property representing the period in which an End User can return to Merchant Site and an LC Affiliate might still receive a Commission.
“Data Protection Regulation” means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including for EU citizens any regulations implementing the Data Protection Directive 95/46/EC or GDPR (as applicable) or Privacy and Electronic Communications Directive 2002/58/EC and for US citizens, FTC Guidance, US state and federal legislation relating to data privacy and security.
“End User” means an Internet user who clicks to the Merchant Site using a Merchant Link.
“End User Data” means all information and data of an End User collected by LC Affiliate, including, but not limited to, name, address, telephone number and email address.
“Event” is an Affiliate Event.
“Event State” is an Affiliate Event designated as a Valid Event, Pending Event, or Invalid Event.
“Go Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for outgoing clicks from the Merchant Site. The minimum commission payable to LC Affiliates for a Go Event is typically $0.02 per event.
“Intellectual Property” means all industrial and intellectual property rights existing from time to time including any patents, design rights, registered designs, trademarks, service marks, copyrights, moral rights, trade secrets, know-how, and all applications and registrations therefore, and all goodwill associated therewith.
“Invalid Event” is an Affiliate Event that has been disapproved by Merchant or LinkConnector for payment to LC Affiliate.
“Lead Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for End User Data obtained when an End User performs a specified action such as filling out a form, registering for a service, or downloading a file from the Merchant’s Site. The minimum commission payable to LC Affiliates for a Lead Event is typically $1.00 per lead.
“LinkConnector Affiliate Manager” is the web-based interface that can be accessed with one username and password which LC Affiliate uses to manage its Merchant Affiliate Program(s). The LinkConnector Affiliate Manager is accessible on LinkConnector’s login page at Account Login.
“LinkConnector Services” means the various related content, links, products and services provided by LinkConnector on or through the LinkConnector Site.
“LinkConnector Site” means the Internet World Wide Web presence operated by or for LinkConnector, located on the Internet through the http://www.LinkConnector.com URL (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
“LinkConnector Transaction Table” means a table in LinkConnector’s online database that contains information about End User actions related to Merchant Links, Events, and related Affiliates.
“Marks” means logos, trademarks, trade names, service marks or other identifying emblems, words or designs of LinkConnector or LC Affiliate, as the case may be, to designate and identify itself or the particular products or services its offers.
“Merchant” means a person or company that offers an Affiliate Program through LinkConnector and agrees to pay Affiliates for promoting Merchant Services.
“Merchant Affiliate Program” means all of the Merchant’s past and present Campaigns within the LinkConnector Services.
“Merchant Campaign Terms” are the terms set by the Merchant as conditions for participating in a particular Merchant’s Campaign. At a minimum they include this Agreement in its entirety, the Merchant’s Terms and any Campaign-specific terms reflected in the Merchant Campaign information available to LC Affiliate online through the LinkConnector Affiliate Manager.
“Merchant Link(s)” means an advertisement in the form of a banner, text link, or object (e.g., HTML creative, Flash creative, etc.) used in an Affiliate Promotion. When clicked, the link directs an End User to the Merchant Site.
“Merchant Service(s)” means the product(s) or service(s) offered by the Merchant through the Merchant Site.
“Merchant Site” means the Internet World Wide Web presence operated by or for Merchant, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
“Merchant Terms” are the terms set by the Merchant as conditions for participating in their Merchant Affiliate Program. At a minimum they include this Agreement in its entirety and any account-specific terms reflected in the Merchant Campaign information available to LC Affiliate online through the LinkConnector Affiliate Manager.
“Pending Event” is an Affiliate Event that is being considered for approval as a Valid Event or disapproval as an Invalid Event by Merchant or LinkConnector.
“Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”) who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Revenue Event” is an Affiliate Event that allows the Merchant to reward an Affiliate beyond any Commissions paid for individual Merchant Transactions.
“Sale Event” is an Affiliate Event that allows the Merchant to credit LC Affiliates for purchases by an End User of Merchant Services on the Merchant Site. The minimum commission payable to LC Affiliates for a Sale Event is typically $1.00 per sale.
“Server-Side Cookie” is information, stored by LinkConnector, about End User actions related to Affiliate Promotion. This information is stored in a LinkConnector Transaction Table at the time of a click from the End User to the Merchant Site.
“Service Level Guarantee” means the LinkConnector Site will be unavailable to the general public for no more than forty-eight (48) aggregate hours during any thirty (30) day period, excluding routine maintenance which shall occur during the hours of 2 a.m. to 7 a.m. Eastern Time no more than twice per month.
“Service Level Minimums” means industry standard service levels for like services, including, without limitation, standards for supporting online transactions, providing accurate and secure transmission of personal, credit card and other information, prevention of unauthorized access to End User Data, and availability of the Affiliate Site to End Users.
“Spyware or Malware” means any software application, residing on an end user machine, without their permission, which is used by LC Affiliate in conjunction with an Affiliate Program.
“Valid Event” is an Affiliate Event that has been approved by Merchant or LinkConnector for payment to LC Affiliate.
All other initially capitalized terms shall have the meanings assigned to them in this Agreement.
2. LICENSES/OWNERSHIP OF LINKCONNECTOR SITE.
2.1 Rights Granted by LC Affiliate.
(a) License; License Restrictions. LC Affiliate grants to LinkConnector a nonexclusive, nontransferable, royalty-free (without right to sublicense) license to use and display, during the Term of this Agreement, LC Affiliate Marks, solely for the purpose of linking to the Affiliate Site. LinkConnector agrees that LC Affiliate Marks are and will remain the sole property of LC Affiliate and agrees not to contest the ownership of such LC Affiliate Marks, nor misappropriate LC Affiliate Marks for LinkConnector’s own use. Affiliate reserves all rights to control the use of LC Affiliate Marks, and LinkConnector shall not change or modify LC Affiliate Marks in any manner without prior written authorization from LC Affiliate.
(b) Reservation of Rights. Except as expressly granted in this Agreement, LinkConnector shall have no other rights of any kind in LC Affiliate Marks or the Affiliate Site. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any of LC Affiliate’s Intellectual Property or proprietary technology other than the use of LC Affiliate Marks in accordance with the terms of this Agreement. LinkConnector acknowledges that LC Affiliate Marks and the Affiliate Site are the sole property of LC Affiliate, and this Agreement only grants LinkConnector a limited right to link to the Affiliate Site under the terms and conditions of this Agreement. The LC Affiliate Marks may not be used as a feature or design element of any other logo without prior written authorization from LC Affiliate.
2.2 LinkConnector Ownership Rights. All content, writings, graphics, tables, sounds and other materials on the LinkConnector Site, the design, layout and general look and feel of the LinkConnector Site, and all Intellectual Property embodied therein or pertaining thereto, (other than LC Affiliate supplied materials or LC Affiliate Marks on the LinkConnector Site) shall remain the sole and exclusive property of LinkConnector or its licensors. LinkConnector will retain sole control and ownership over the look and feel, content, layout and design of the LinkConnector Site. Nothing under this agreement shall be construed as granting to LC Affiliate any license or right in or to any Intellectual Property of LinkConnector.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES.
3.1 LinkConnector’s Rights and Obligations.
(a) LinkConnector shall meet the Service Level Guarantee.
(b) LinkConnector shall be solely and exclusively responsible for all operation, hosting, and maintenance on the LinkConnector Site.
(c) LinkConnector shall provide automated, real-time tracking; reporting; and analysis of Merchant Links and Events on every Affiliate Transaction recorded for LC Affiliate.
(d) LinkConnector shall provide monthly Commission processing and payment for LC Affiliate on behalf of Merchant.
(e) LinkConnector has the right to not accept individuals, or any multi-level marketing, franchised, reseller, or third-party websites, and reserves the right to not accept Affiliates in certain vertical markets or Affiliates it deems, in its sole discretion, harmful to LinkConnector.
(f) LinkConnector reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Affiliate Site for any reason at any time, with or without notice to LC Affiliate and regardless of whether such Affiliate Site was previously accepted.
(g) LinkConnector or Merchant may change the Event State for Events to Invalid Event in the LC Affiliate Account in circumstances of (i) product returns; (ii) duplicate entry or other clear error; (iii) non-bona fide Event; (iv) LC Affiliate’s failure to comply with Merchant Campaign Terms; and (v) non-receipt of payment from, or refund of payment to, the User by the Merchant for a Sale Event. A Merchant shall not have the right to invalidate Affiliate Transactions because of a Merchant’s determination that Commissions or fees were paid out through other promotional efforts.
(h) LinkConnector has the right to consider assigning an Affiliate Event to any Affiliate not using Adware, before considering such assignment to any Affiliate using Adware.
(i) LinkConnector shall observe any applicable Data Protection Regulations.
(j) LinkConnector shall provide Data Subjects, defined herein, with information about how Personal Data is being processed on the LinkConnector Site.
(k) LinkConnector shall notify LC Affiliate in accordance with section 12.7 without undue delay upon becoming aware of a breach affecting Personal Data. Additionally, LinkConnector shall provide LC Affiliate with sufficient information to allow LC Affiliate to meet any obligations to report or inform Data Subjects of the breach under or in connection with any applicable Data Protection Regulation.
3.2 LC Affiliate’s Rights and Obligations.
(a) LC Affiliate shall be solely and exclusively responsible for all operation, hosting, and maintenance on Affiliate Site(s) and shall meet Service Level Minimums on any Affiliate Site used in a Merchant Affiliate Program.
(b) Except as provided herein, LC Affiliate may not modify LinkConnector Affiliate Code without prior written consent from LinkConnector or the affected Merchant. LC Affiliate may not alter, copy, modify, take, sell, reuse, or divulge any LinkConnector Affiliate Code, except as is necessary to partake in a Merchant Affiliate Program. Requests for changes to LinkConnector Affiliate Code should be sent to in accordance with section 12.7.
(d) LC Affiliate agrees and represents that all information provided for the purpose of enrolling as an Affiliate will be accurate, complete and current. LC Affiliate is responsible for keeping account information up to date using the Affiliate Manager, including, but not limited to, financial information and contact name, phone number, and email.
(e) In addition to and without limiting LC Affiliate obligations under this Agreement, the LC Affiliate is obligated to abide by any Merchant Terms and Merchant Campaign Terms applicable to any Campaign in which LC Affiliate participates. If any conflict arises amongst this Agreement and the Merchant Terms and/or Merchant Campaign Terms, this Agreement shall prevail. If any conflict arises between the Merchant Terms and the Merchant Campaign Terms, the Merchant Terms shall prevail.
(f) LC Affiliate is obligated to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation) and any other laws or regulations that govern email marketing and communications when promoting any Merchant Affiliate Program.
(g) LC Affiliate may use approved Adware only after receiving written approval from LinkConnector, which LinkConnector may withhold at its sole discretion. LC Affiliate may not use Spyware or Malware.
(h) LC Affiliate agrees not to pursue any Affiliate Program directly with any Merchant for which the LC Affiliate has had a relationship in LinkConnector with a Merchant’s Affiliate Program in the previous six (6) months. LC Affiliate further agrees to contact LinkConnector, in accordance with section 12.7, if contacted directly by any Merchant with the intent to establish any Affiliate Program outside of LinkConnector providing the LC Affiliate has had a relationship with a Merchant’s Affiliate Program in LinkConnector in the previous six (6) months.
(i) LC Affiliate agrees that all communications with Merchants using LinkConnector’s internal e-mail system provided as part of the LinkConnector Services will be solely related to the promotion or execution of the Merchant Affiliate Program.
4.1 The LC Affiliate is not barred by this agreement from participating in any other Affiliate Program offered by a LinkConnector competitor or from participating in any in-house Merchant Affiliate Program.
5.1 Commissions. LC Affiliate will receive commission (“Commission”) for all Valid Events.
5.2 Payment Terms.
(a) All payments are based on Affiliate Events, designated as a Valid Event, Invalid Event, or Pending Event, which are accounted and audited by LinkConnector. The Event State shall be considered binding on LC Affiliate.
(b) LC Affiliate will be paid on funded Commissions typically within twenty (20) business days after the end of a calendar month. All accounts will be settled in U.S. dollars ($US). No payments will be issued for any amounts less than $100, if issued by check; or for any amounts less than $50, if issued by any other payment method (each collectively known as “Minimum Payment”). Any Commissions earned less than the Minimum Payment will carry over to the next month. If LinkConnector terminates this Agreement in accordance with section 11.2(a) or if LC Affiliate terminates this Agreement in accordance with section 11.2(b) and earned Commissions of less than the Minimum Payment are owed to LC Affiliate, such Commissions shall be forfeited to LinkConnector. If a Minimum Payment has not been earned for over 365 days, those Commissions older than 365 days shall be forfeited to LinkConnector. Also, if a Commissions check is not cashed within 120 days, those Commissions shall be forfeited to LinkConnector.
(c) Every Affiliate account based in the United States must have a unique Employer Identification Number (EIN) or Social Security Number, as applicable, associated with the account. If LC Affiliate is based in the United States, payments exceeding six hundred dollars ($600.00) per calendar year will be made to LC Affiliate only after they provide proper tax identification information.
(d) Any bank service fees incurred by LinkConnector due to an error in LC Affiliate account information are LC Affiliate’s responsibility and will be deducted from Commissions due to LC Affiliate.
(e) LinkConnector is hereby released by LC Affiliate for any claim for payment of a Commission until such time as LinkConnector has received payment from the relevant Merchant. LC Affiliate recourse for any earned Commissions not paid to LC Affiliate shall be to make a claim against the relevant Merchant(s), and LinkConnector disclaims any and all liability for such payment.
(f) If LinkConnector discovers that LC Affiliate was overpaid in error for any reason, LinkConnector has the right to recover the overpayment from future Commissions earned by LC Affiliate.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
6.1 By LinkConnector. LinkConnector represents, warrants and covenants that (i) it has sufficient rights to grant LC Affiliate the rights and licenses set forth herein; (ii) to the best of its knowledge, the LinkConnector Services and the LinkConnector Site do not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof; (v) to the best of its knowledge, the LinkConnector Services and the LinkConnector Site do not infringe in any manner any copyright, patent, trademark, trade secret or other Intellectual Property right of any third party; (vi) to the best of its knowledge, the LinkConnector Services and the LinkConnector Site do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (vii) the LinkConnector Services and the LinkConnector Site are not false or misleading; (viii) the LinkConnector Services and the LinkConnector Site do not produce, provide or are in any manner related to pornographic products or services (which LinkConnector shall have complete discretion to define); and (ix) the LinkConnector Services and the LinkConnector Site are neither defamatory, libelous, militant, hateful, slanderous or threatening.
6.2 By LC Affiliate. LC Affiliate represents, warrants and covenants that (i) it has sufficient rights to grant LinkConnector the rights and licenses set forth herein; (ii) to the best of its knowledge, the LC Affiliate and the Affiliate Site do not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof; (v) to the best of its knowledge, the LC Affiliate and the Affiliate Site do not infringe in any manner any copyright, patent, trademark, trade secret or other Intellectual Property right of any third party; (vi) to the best of its knowledge, the LC Affiliate and the Affiliate Site do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (vii) the LC Affiliate and the Affiliate Site are not false or misleading; (viii) the LC Affiliate and the Affiliate Site do not produce, provide or are in any manner related to pornographic products or services (which LinkConnector shall have complete discretion to define), or their subsidiaries or foundations funded by such companies whose function is to improve acceptance of such products by the public; (ix) the LC Affiliate and the Affiliate Site are neither defamatory, libelous, militant, hateful, slanderous or threatening (which LinkConnector shall have complete discretion to define); and (x) that LC Affiliate will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software) without prior permission from LinkConnector, which LinkConnector may withhold at its sole discretion.
7. DISCLAIMERS; LIMITATION OF LIABILITY.
7.1 Disclaimer of Warranties. EXCEPT AS SET FORTH IN SECTIONS 3 AND 6, LC AFFILIATE’S OBLIGATION TO MEET SERVICE LEVEL MINIMUMS, AND LINKCONNECTOR’S OBLIGATION TO MEET A SERVICE LEVEL GUARANTEE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE AFFILIATE SITE(S) OR THE LINKCONNECTOR SERVICE INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.
7.2 Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 9, IN NO EVENT SHALL EITHER PARTY, OR ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, PARENT COMPANIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, POTENTIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOST PROFITS OR LOST REVENUES) EVEN IF A PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. FORCE MAJEURE.
8.1 A party shall not be considered to be in default in the performance of any obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term “uncontrollable force,” as used in this Agreement, shall mean an unanticipated event which is not reasonably within the control of the affected party and which by exercise of reasonable due diligence, such affected party could not reasonably have been expected to avoid, overcome or obtain or cause to be obtained a commercially reasonable substitute therefor. Such causes may include, without limitation, the following: flood, earthquake, tornado, storm, fire, terrorist attack, explosion, public emergency, civil disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep the necessary authorizations or approvals from any governmental agency or authority; however, no party shall be relieved of its obligations hereunder, if its failure of performance is due to removable or remediable causes which such party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt notice of such fact to the other, followed by written confirmation of that notice, and shall exercise due diligence to remove such inability with all reasonable dispatch.
9.1 By LC Affiliate. LC Affiliate agrees to indemnify, defend and hold harmless LinkConnector and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against LinkConnector: (i) alleging that Affiliate Marks or other Intellectual Property infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; (ii) arising out of or relating to Affiliate Site(s) or the Affiliate Marks; or (iii) due to a breach by LC Affiliate of its warranties, representations, obligations or covenants or otherwise breaches this Agreement.
9.2 By LinkConnector. LinkConnector agrees to indemnify, defend and hold harmless LC Affiliate and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against LC Affiliate: (i) alleging that LinkConnector’s Marks or other Intellectual Property infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; or (iii) due to a breach by LinkConnector of its warranties, representations, obligations or covenants or otherwise breaches this Agreement.
9.3 Procedures. The Indemnified Party shall (i) promptly notify the Indemnifying Party in accordance with section 12.7 of such suit, claim, or proceeding; (ii) give the Indemnifying Party reasonable information, assistance and cooperation required to defend such suit, claim, or proceeding; and (iii) allow the Indemnifying Party to control the defense of any such action and all negotiations for its settlement or compromise. The Indemnified Party may be represented in the defense of any such claim, at the Indemnified Party’s expense, by counsel of the Indemnified Party’s selection. The Indemnifying Party shall have no liability for settlements or costs incurred without its consent. The Indemnifying Party shall not enter into any settlement that imposes liability or restrictions on the Indemnified Party without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld or delayed.
10. OWNERSHIP OF USER DATA; CONFIDENTIALITY.
10.1 Confidentiality. LinkConnector and LC Affiliate agree that any and all information identified by the other as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as Confidential and/or Proprietary, will not be directly or indirectly disclosed to any third person without the express consent of the other party for a period of three (3) years following termination of this Agreement and that neither party will make use of Confidential Information except under the terms of this Agreement. These confidentiality obligations shall not apply to any information which: (i) is or subsequently becomes available to the general public other than through a breach by the receiving party; (ii) is already known to the receiving party before disclosure by the disclosing party; (iii) is developed through the independent efforts of the receiving party; (iv) the receiving party rightfully receives from a third party without restriction as to confidentiality or use; or (v) is requested pursuant to a subpoena; provided, that the party responding to such subpoena gives the other party reasonable notice and opportunity to intervene to quash such subpoena.
10.2 Privacy of Consumer Financial Information. Notwithstanding anything in this Agreement to the contrary, if it is necessary for LC Affiliate to disclose any End User Data to LinkConnector for any reason, LinkConnector agrees that at no time shall LinkConnector use or disclose any such End User Data that LinkConnector may obtain in connection with this Agreement, except as required by law; provided that nothing herein shall require LC Affiliate to disclose End User Data to LinkConnector.
11. TERM OF AGREEMENT AND TERMINATION.
If LC Affiliate is dissatisfied with LinkConnector, any Merchant Affiliate Program, or with any of the terms and conditions contained herein, LC Affiliate’s sole and exclusive remedy is to terminate Affiliate account. LC Affiliate may cancel their account with LinkConnector at any time by sending notice in accordance with section 12.7.
11.1 Term. The term of this Agreement shall begin on the date the LC Affiliate applies for an account and shall continue until terminated by any of the actions enumerated in section 11.2.
11.2 Termination. This Agreement will terminate in the event of any of the following:
(a) Immediately after a material breach, provided that the non-breaching party gives the other notice in accordance with section 12.7 of a material breach by the other of this Agreement and a request for a cure, unless the breach is cured that day.
(b) Immediately once notice of termination by either party is received by the other party in accordance with section 12.7.
11.3 Effect of Termination.
(a) Upon termination of this Agreement, all licenses granted to LC Affiliate and LinkConnector hereunder shall automatically terminate.
11.4 Survival. Sections 5 (to the extent the payment obligations accrue prior to termination), 7, 9, 10, 11.3 and 12 shall survive any expiration or termination of this Agreement.
11.5 Suspension. LinkConnector reserves the right, at its sole discretion to suspend the LC Affiliate if it suspects a material breach of section 3.2. If LinkConnector takes action to suspend, LinkConnector may do so immediately, but LinkConnector is not relieved of its obligation to notify the LC Affiliate per section 11.2(a).
12.1 Choice of Law. The Parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina (including by not limited to the Uniform Electronic Transactions Act as enacted in North Carolina), without regard to conflict of laws provisions thereof. Furthermore, the parties agree that any dispute (including litigation) that arises between the parties shall have its venue in the state or federal courts of Wake County, North Carolina.
12.2 Assignment. LC Affiliate may not assign all or any portion of this Agreement without the prior written consent of LinkConnector, which consent may be withheld at LinkConnector’s sole discretion.
12.3 Relationship of the Parties. No partnership, joint venture, employment, agency, franchise, or other form of agreement or relationship is implied or intended by this Agreement. The parties shall be independent contractors for all purposes in connection with this Agreement.
12.4 Entire Agreement. The parties agree that this Agreement constitutes the entire agreement between the parties as of the date hereof with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, whether oral or written. The parties agree that this Agreement may be modified or amended from time to time hereafter by LinkConnector as it deems necessary and LC Affiliate agrees (in consideration for LinkConnector agreeing to continue doing business with LC Affiliate) to be bound by such amendments after indicating their agreement through LinkConnector’s Affiliate Manager.
12.5 Press Releases. Neither party shall issue any press release or announcement relating to the relationship contemplated by this Agreement without the prior written consent of the other party.
12.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
12.7 Notices. All notices, requests, consents, and other communications under this Agreement from LC Affiliate shall be in writing and shall be deemed delivered (i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. If from LinkConnector to LC Affiliate, immediately upon email to the primary contact email address is deemed an acceptable means of notification. In each case to the intended recipient as set forth below:
If to LC Affiliate by email to the primary contact email address listed in the account summary,
If to LinkConnector, at 1001 Winstead Drive, Suite 300, Cary, North Carolina 27513, Attention: Choots Humphries, or via email using the form available at http://www.linkconnector.com/member/contact.htm or at such other address or addresses as may have been furnished in writing by LinkConnector to the other Party in the manner set forth in this section, with a copy to Richard Stephenson, Stephenson & Stephenson, LLP, 1100 Crescent Green, Suite 220, Cary, NC 27518 regarding any legal communications.
12.8 Section Headings. Section headings are for descriptive purposes only and shall not be used to interpret the meaning of this Agreement.
12.9 Attorneys’ Fees. If either party fails to pay any amounts due under this Agreement or otherwise breaches this Agreement and the non-breaching party retains an attorney to collect such amounts or remedy such breach, then the breaching party shall be obligated to pay any amounts due herein including said non-breaching reasonable attorneys’ fees incurred in collecting such amounts and court costs.
12.10 Non-Waiver. No delay or omission of either party in exercising any right accruing upon any default of the other party shall impair any such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver thereof. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver of any subsequent breach or default of any other term or condition of this Agreement.
12.11 Tax Status and Obligations. LinkConnector is not obligated to provide LC Affiliate with tax and/or legal advice and nothing communicated by LinkConnector to LC Affiliate shall be construed as such. LC Affiliate is obligated to independently assess and comply with all relevant tax and legal requirements and is responsible for its own sales tax collection and reporting obligations arising from Commissions earned through the Merchant Affiliate Programs. Any Merchant information provided to LC Affiliate, including Merchant address, shall be provided accurately; however, LC Affiliate, not LinkConnector, is responsible for verifying the accuracy of information provided to LinkConnector by a Merchant.
Sovereign Laboratories Affiliate Agreement
Sovereign Laboratories Affiliate Paid Search Policy
Affiliates agrees not to bid on the SovereignLaboratories.com brand name (or any common misspelling or a confusingly similar name) on any pay-for-placement search engine. Publishers agree not to use the SovereignLaboratories.com brand name in the display URL on any search engines. Publishers may not mask their URL with the SovereignLaboratories.com brand.
Sovereign Laboratories Coupon and "Promo Code" Policy
SovereignLaboratories.com will not partner with sites that purely advertise coupons and promotions. Affiliates agree not to utilize, advertise or otherwise promote any SovereignLaboratories.com brands, promotional code or coupon not made available to the Affiliate through affiliate network directly without first obtaining written permission from SovereignLaboratories.com. Use of false or misleading advertising related to the business or promotions is prohibited. Violation in any terms listed herein may result in loss of commissions and/or immediate termination from the program.
Other Terms, Conditions and Operating Agreements
Conversions (purchases or other qualified actions) generated through your ads must result from genuine user interest. Any method that generates invalid conversions, or uses artificial means to emulate actual purchases or other qualified actions, is strictly prohibited. These methods include but are not limited to using an expired or stolen credit card for purchases, buying and returning items to earn commissions, submitting registrations with false information, self-inflating, duplicating or stealing registrations, or using a device, program, robot, or other means to emulate actual purchases or other qualified actions.
Furthermore, affiliates are not allowed to purchase products (using their affiliate link) for personal use. Using your affiliate link to obtain a de facto discount on our products is strictly prohibited.
Affiliates are allowed to encourage users to convert through their ads, although if compensation is being offered to users as an incentive for purchasing or generating other qualified actions, it must be approved by us. For example, 'loyalty' sites that provide users with miles, points, or some other type of reward for converting are allowed as long as they are approved. In addition, publishers may not make purchases through Share A Sale ads on their own site as a means of getting cash back on purchases, this behavior is strictly prohibited and violation will result in loss of commissions and/or immediate termination from the program.
Affiliates may display ads in emails to users that have selected to receive email.
Affiliates displaying ads in emails must adhere to all applicable legislation and regulations governing email marketing, including the CAN-SPAM Act of 2003. Emails must:
Contain accurate sender information and subject lines
- Include a functioning Internet based opt-out mechanism
- Include publisher's postal address
- Not be false or misleading
As required by law, Affiliates must promptly remove end-users who opt-out.
Affiliates must abide by the following as well.
- May not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- May not incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
- May not Include " Sovereign Laboratories" or variations or misspellings thereof in its domain name.
- In any way be unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us at our sole discretion.
- Purchase or bid for placement of any of Sovereign Laboratories's trademarked company names and any variation of our trademarked names, service marks or copyrighted terms and logo.
- May not utilize Pop-Up, Pop-Under, or automatic Redirects to link to our site. Any method that automatically plants an affiliate cookie is strictly prohibited. Any method that automatically redirects the customer to Sovereign Laboratories website by execution of an affiliate link is in violation of the Affiliate Program Agreement. The customer must click on a SovereignLaboratories.com affiliate link to set the affiliate cookie.
- Vendors and employees of SovereignLaboratories.com (and any associated company) are not eligible to become Affiliates without advanced written permission.
- Resellers may not purchase products under this program and are not eligible to become Affiliates.
- Residents in Colorado, Arkansas, New York, North Carolina, California, Illinois, Connecticut, Georgia and Rhode Island are ineligible to participate in the program. In addition, if at any time following your enrollment in the Program you become a resident of Colorado, Arkansas, New York, North Carolina, California, Illinois, Connecticut or Rhode Island, you will become ineligible to participate in the Program, and this Operating Agreement will automatically terminate, on the date you establish residency in that state. In addition, you must promptly notify us in writing of your Colorado, Arkansas, New York, North Carolina, California, Illinois, Connecticut, Georgia or Rhode Island residency.
- If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
- Affiliates who are terminated from the Program are forbidden to reapply at any time in the future. Any such attempts to do so will result in commissions not being issued.
- We grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to our site, to establish and maintain lists, links and search boxes.
- Product Links: You may promote products in the Sovereign Laboratories product offering. It is the responsibility of the affiliate partner to ensure these links are up to date at all times. Offers may be withdrawn at any time.
- Gift certificates purchases are not eligible for commission via the affiliate program.
- You may provide a general link on your site to our home page. We will provide you with guidelines and graphical artwork to use in linking to the Sovereign Laboratories home page.
- Neither you, nor any person or entity acting on your behalf, shall engage in any solicitation activity on behalf of Sovereign Laboratories other than by the maintenance of one or more links from your site to the Sovereign Laboratories site as authorized by this Agreement. Such prohibited additional solicitation activities include, but are not limited to, the distribution of flyers, coupons, and other printed promotional materials; circulation of printed and electronic newsletters; initiation of telephone calls; and sending emails; any of which mention Sovereign Laboratories or refer to the presence of a Sovereign Laboratories link on your site.
- We will process Product orders placed by customers who follow Special Links from your site to the SovereignLaboratories.com site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing. Among other things, we will prepare order forms; process payments, cancellations and returns; and handle customer service. The Google Affiliate Network will track sales made to customers who purchase Products using Special Links from your site to our site and will provide you reports summarizing sales activity. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and our site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and our site are not properly formatted.
- You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: the technical operation of your site and all related equipment; creating and posting Product descriptions on your site and linking those descriptions to the Sovereign Laboratories catalogue using Special Links and special link formats provided to you; the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials) ensuring that materials posted on your site do not breach or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights; ensuring that materials posted on your site are not defamatory or illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance and contents of your site.
- The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term and fees earned up to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, you must promptly return to us, or at our request, destroy any and all of our intellectual or proprietary property, information and/or materials in your possession and, subject to receiving written consent to the contrary from us, remove all hypertext links to our site from your site.
- We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
- You and we are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on our or our affiliates' behalf, including with respect to our or our affiliates Products or services. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with us or our site, other than for the purpose of referring users to our site as defined under this Agreement, or that otherwise reasonably would contradict anything in this Section.
- Neither we, nor any of our affiliates, will be liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Program, even if we, or any of our affiliates, have been advised of the possibility of such damages. Further, to the fullest extent permitted by law, our and our affiliates' collective aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement at the time the act or omission giving rise to the liability occurred.
- To the fullest extent permitted by law, neither we nor any of our affiliates makes any express or implied warranties or representations with respect to the Program or any Products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usage), and the same are hereby excluded. In addition, neither we, nor any of our affiliates, make any representation that the operation of our site will be uninterrupted or error-free, or will not be re-routed or "black holed." As a result, we might temporarily be unable to capture information regarding Tagged Links. We will not be liable for the consequences of any such interruptions or errors.
- This Agreement will be governed by the laws of the State of Arizona, without reference to rules governing choice of laws. You irrevocably consent to the jurisdiction of such courts. Any action relating to this Agreement must be brought in the federal or state courts located in Arizona and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.
Sovereign Laboratories Affiliate Disclosure Rules
Sovereign Laboratories complies with Federal Trade Commission (FTC) guidelines about online disclosures, found here: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-staff-revises-online-advertising-disclosure-guidelines/130312dotcomdisclosures.pdf
As a Sovereign Laboratories affiliate, you are required to disclose that you are a paid affiliate or spokesperson when presenting affiliate links for people to buy Sovereign Laboratories products in which you receive a commission.
An affiliate disclosure can be written almost any way you want, as long as it does two things:
1) identifies a link as an affiliate link.
2) explains what that is and does for you.
Many savvy influencers and marketers know these disclosures rules inside and out and use some of the following examples to disclose that they are paid affiliates without turning off their audiences:
Example #1: “Since I write about health and wellness topics with awesome people like you, naturally my content may contain affiliate links for products that I personally use and love. If you take an action by clicking one of these links (like making a purchase or subscribing after clicking one of these links), I will receive some coffee money which I promise to drink while creating more health and wellness content.”
Example #2: “Disclosure: We sometimes use affiliate links in our content. This won’t cost you anything, but it helps us keep the lights on. Thank you for your support.”
Example #3: “Please note: I joined the Sovereign Laboratories affiliate program because I’ve personally used their products and I believe in them. You should know that my content regarding sovereign laboratories contains affiliate links which means I get a small commission if you buy any of their great products! Thank you for your support!
Example #4: “Notice: I am a paid affiliate for Sovereign Laboratories. I receive a commission if you click on one of the links that goes to their store and make a purchase. I believe in their products and use them personally. Thank you for your support.”
These disclosure examples address the fact that the affiliate is receiving compensation for recommending Sovereign Laboratories products. To follow the FTC disclosure rules you always want to put a disclosure that you are a paid affiliate near the affiliate link itself. Burying your affiliate disclosure on an obscure page somewhere else on your website is not good enough.
For more in-depth information on how to properly do affiliate disclosures (in addition to reading the FTC’s guidelines, we recommend that you read: https://kinsta.com/affiliate-academy/affiliate-disclosures/#how-to-write-an-affiliate-disclosure ).
Failure to disclose that you are a paid affiliate in your content will have you removed from our affiliate program.
|Email Marketing Allowed:||Yes|
|Email Marketing Restrictions:||You may NOT make claims that Sovereign Laboratories products are intended to diagnose, treat, cure, or prevent any disease. Diseases include colitis, Chron's Disease, SIBO, Irritable Bowel Syndrome, etc... You MAY talk about leaky gut and how colostrum can repair that. Leaky Gut or intestinal permeability is not a disease.|
|Search Engine Marketing Allowed:||Yes|
|Search Engine Marketing Restrictions:||You may not bid on branded keywords (company name, product names, misspellings of product names or company name). You may NOT use disease keywords such as IBS, SIBO, Chron's Disease, Arthritis, etc...|
|Naked Coupon Capable:||Yes|
|Incentive/Rewards Sites Allowed:||Yes|