|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Flat Rate|
|Additional terms||1. Sales will be eligible for commission after 30 days from the date of purchase. 2. Commissions will be paid every 30 days excluding any cancellations, refunds, and returns. 3. All payments will be made via PayPal|
Primary Website: www.spryngme.com
THE AGREEMENT: This Affiliate Agreement ("Agreement") is provided by the MAS Design Inc. and/or its subsidiaries or affiliates (“Company”) to the Affiliate (“You”) in connection with your participation in our Affiliate Program (“Affiliate Program”). This Agreement is a legal document between you and the Company covers each of the Parties rights and responsibilities under the Affiliate Program. Please note that each of the terms of this Agreement are important to our working relationship under the Affiliate Program and as such please do ensure you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire.
The parties referred to in this Agreement shall be defined as follows:
a) Company, Us, We: As we described above, we'll be referred to as the “Company”. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
b) You, the Affiliate: You will be referred to as the "Affiliate." You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."
d) Affiliate Program: The program we have set up for our affiliates as morefully described in this Agreement and the Affiliate Program.
e) Affiliate Application: The fully completed form which must be provided to us for consideration of your inclusion in the Affiliate Program.
f) Website: The primary website we have noted and made reference to above will be referred to as Website.
2) ASSENT & ACCEPTANCE
By submitting an Affiliate Application to our Affiliate Program, you warrant that you have read and reviewed this Agreement and that you further, agree to be bound by the terms and conditions set out herein. If in the event you do not agree to be bound partially or entirely by this Agreement, please leave the Website immediately and refrain from submitting an Affiliate Application to our Affiliate Program. Moreover, this Agreement specifically incorporates by reference any Terms and Conditions, Privacy Policies, End-User License Agreements, or other legal documents (“Legal Documents”) which we may have on our website therefore you acknowledge that your assent and acceptance to the terms and conditions herein also binds you to the aforesaid Legal Documents.
3) AGE RESTRICTION
You must be at least 18 (eighteen) years of age to join our Affiliate Program or use this Website. By submitting an Affiliate Application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and is legally permitted to be bound by this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.
4) PROGRAM SIGN-UP
In order to join our Affiliate Program, you will first be asked to submit an Affiliate Application. The Affiliate Application may be found via a link on the Company Website.
You acknowledge that by you submitting an Affiliate Application does not guarantee your inclusion in the Affiliate Program. The Company reserves its right to strictly evaluate each and every Affiliate Application and your inclusion and or the Company’s acceptance to include you in the Affiliate Program is at the sole and exclusive discretion of the Company. If we choose not to allow your inclusion in the Affiliate Program, we will reasonably attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your Affiliate Application rejected. You agree that the Company is by no means obligated to provide you any reason or explanation for your rejection, however, please be advised we reserve the right to reject applicants to the Affiliate Program for any reason or manner deemed by the Company, including but not limited to a website or social media page which violates our Acceptable Use Policy.
In the event your Affiliate Application is rejected, please refrain from reapplying or making multiple other Affiliate Applications. If your Affiliate Application is accepted, each of the terms and conditions in this Agreement apply to your participation in the Affiliate Program. We may also ask you for additional information in order to complete your Affiliate Application or direct you to undertake additional steps to ensure your eligibility to the Affiliate Program.
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This Agreement further imposes no restrictions on us to work with any individual or company we may choose at our sole discretion.
6) AFFILIATE PROGRAM
Subject to the terms and conditions of this Agreement and upon our acceptance to include you in the Affiliate Program, you must ensure your user account is properly set up, including the provision of specific payout information as may be required by the Company from time to time in order to facilitate the Company in processing any payments which may qualify as commissions payable to you.
Please be advised that the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
We will provide you with a specific link or links which correspond to certain products we are offering for sale ("Link"). The Link will be keyed to your identity and will send online users to the Company's website or websites. You hereby agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may from time to time modify the specific Link/s and we will take steps to notify you in such an event. You agree to only use the Link/s which are provided by us and to display the Link prominently on your website (together with any associated social media pages and non-spam emails), as described in your Affiliate Application ("Affiliate Site").
Each time any of your user’ click through the Link posted on the Affiliate Site and completes the sale of the product or service and we determine that the same amounts and/or qualifies as a “Purchase”, you will be eligible to receive the percentage of the sale specified as “Commission Rate” in Appendix A to this Agreement.
Commissions will be based on any new and subsequently recurring Qualified Purchases made by any of your user’ referred to the Company by you.
In the event that multiple cookies from multiple active affiliates are present at the time of a purchase, the original or older cookie shall prevail in determining the commissionable Affiliate.
7) SPECIFIC TERMS APPLICABLE
The viability of all payouts made under the terms of this Agreement will be made in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
Processing and fulfillment of customer orders will be our responsibility. We will also provide timely data regarding your affiliate account with us through the portal on which you log into the website.
As described above, in order to be eligible for payout, user purchases must be "Qualified Purchases."
a) Must not be referred by any other partner or affiliate links of the Company in other words, Qualified Purchases are only available through your specific Affiliate Link;
b) May not be purchased by Affiliate, an already-existing partner or other affiliate of the Company;
c) May not be purchased prior to the Affiliate joining the Affiliate Program;
d) May only be purchased through a properly-tracking Affiliate Link;
e) May not be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
f) May not be fraudulent in any way, in the Company's sole and exclusive discretion;
g) May not have been induced by the Affiliate offering the customer any coupons or discounts other than those coupons or discounts as may be provided, from time to time, specifically by Company for promotional use by Affiliate;
h) Have not resulted in a refund or chargeback when payout is made to Affiliate.
8) PAYOUT INFORMATION
Affiliate will be eligible to receive payouts once the Company has received all requested tax and payment information from the Affiliate and Company provides activation notice to Affiliate.
Company shall not withhold any taxes from the payouts made to Affiliate under the terms of this Agreement. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement.
The Company will make payouts to Affiliate using the method and process identified in Appendix A. All pending and future payouts may be adjusted or offset by previous commissions that have been paid to Affiliate for purchases that have since resulted in a refund to or chargeback by any customer referred by Affiliate.
We explicitly reserve the right to change the payout process and procedure in our sole and exclusive discretion. In the event the Company does so, we will take all necessary steps to keep you notified of the same.
For any disputes as to payout received, you must take all reasonable steps to notify the Company within thirty days of your receiving the disputed payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed and such payout shall be deemed accepted by you.
Affiliate may log into their designated program account to review performance and payout information related to their participation in the Affiliate Program.10) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when Affiliate is accepted by Company into the Affiliate Program. It can be terminated by either Party at any time with or without cause.
You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will receive any eligible payouts earned prior to the date of termination. Any earnings that are ineligible for payout prior to the date of termination will be forfeited by the Company.
If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unpaid earnings.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
Upon termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
11) INTELLECTUAL PROPERTY
You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company ("Company IP").
Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Affiliate Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Affiliate Site to refer customers using the Affiliate Links we provide. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are an Affiliate in good standing with us.
We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.
Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.
You hereby provide us a non-exclusive license to use your name, trademarks and service marks if applicable and other business intellectual property to advertise our Affiliate Program.
12) MODIFICATION & VARIATION
The Company may, from time to time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein with or without notice to you. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below.
a) To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.
13) RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.
14) ACCEPTABLE USE
You agree not to use the Affiliate Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business and reputation of the Company. Determination of any unacceptable act or action by the Affiliate will be in the sole discretion of the Company.
You further agree not to use the Affiliate Program:
I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
II) To violate any intellectual property rights of the Company or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
15) AFFILIATE OBLIGATIONS & Federal Trade Commission COMPLIANCE
You are responsible for ensuring operation and maintenance of the Affiliate Site, including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.
We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of these the terms of this Agreement, we have the right to immediately terminate your participation in the Affiliate Program.
We require all of our Affiliates to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that affiliate relationships, such as the relationship between you and the Company, be disclosed to consumers.
We recommend that you seek independent legal counsel to advise you of our obligations to disclose in this manner.
You are required to post a conspicuous notice on your website regarding the Affiliate Program. The notice does not have to contain the precise words as the example given below, but should be similar:
We engage in affiliate marketing whereby we receive funds through clicks to our affiliate program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.
We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects.
If we find you are not in compliance with any of the requirements of this sub-part, we may terminate our relationship with you at our sole and exclusive discretion.
16) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;
b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
17) DATA LOSS
The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Affiliate Program is at your own risk.
You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Affiliate Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
19) SPAM POLICY
You are strictly prohibited from using the Affiliate Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails to lists, groups or contacts that you do not have permission to send to.
20) ENTIRE AGREEMENT
This Agreement and other Legal Documents in connection to the Affiliate Program constitutes the entire understanding between the Parties with respect to the Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
21) SERVICE INTERRUPTIONS
The Company may need to interrupt your access to the Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
22) NO WARRANTIES
You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Affiliate Program is your sole responsibility and that the Company is not liable for any such damage or loss.
23) LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your participation in Affiliate Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited one hundred ($100) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
In the event that any information is disclosed to the Affiliate that the Company deems to be confidential and proprietary, the Affiliate agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Affiliate’s own purposes. Confidential information will include, without limitations, any information regarding the Company, changes or modifications to this Agreement or the Affiliate Program, or any other terms agreed between Affiliate and the Company. Confidential information shall also include any and all information related to the Company including business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Company considers to be confidential and proprietary.
25) GENERAL PROVISIONS:
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Affiliate Program, you agree that New York shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: New York, New York. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non convenient or similar doctrine.
C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: New York, New York United States of America. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of California. Each Party shall pay their own costs and fees and shall share equally the cost and fees of the arbitration itself. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
D) ASSIGNMENT: You may not assign this Agreement (or any rights, benefits or obligations hereunder) by operation of law or otherwise without the prior written consent of Company, which may be withheld at Company’s sole discretion. Any attempted assignment that does not comply with this Agreement shall be null and void. Company may assign this Agreement, in whole or in part, to any third party in its sole discretion.
E) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
H) FORCE MAJEURE: Company shall be excused from performance under this Agreement, to the extent it is prevented from or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (1) weather conditions or other elements of nature or acts of God, (2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (3) quarantines or embargoes, (4) labor strikes, or (5) other causes beyond the reasonable control of Company.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: [email protected] Company may communicate with and provide notice to Affiliate using the email address provided by you in the Affiliate Application or as has been subsequently modified by Affiliate and acknowledged by Company.
Individual Affiliate Terms
Commissions Rate: 20%
Affiliate is required to provide Company with a valid PayPal account email that will be used to process all payouts to the Affiliate unless and until you are advised otherwise by the Company.
Changes: Affiliate must notify Company of any changes to the above information immediately and Company will endeavor to make the appropriate changes to Affiliate’s payout information as soon as possible.
Availability: Affiliate earnings will be eligible for payout 30 days after the end of the month in which they accrue. For example, earnings accrued any time during the month of January will be eligible for payment when payouts are processed in March. All Eligible Payouts will be processed for payment by the Company by the 20th of each month.
Threshold: Payouts will be made when Affiliate’s accumulated eligible earnings meet or exceed the threshold of US$100.