Deepvue Affiliate Partner Program (the “Program”) to refer traffic to the company's website.
WHEREAS:
- the Company is the sole owner and operator of the Internet site known as Deepvue.com (the “Site”); and
- the Company has created a Program that enables Affiliates to refer internet traffic to the Site from the website(s), social media account(s) or advertising networks of others in exchange for agreed consideration; and
- the Affiliate is the sole owner of their website(s) and social media account(s) known as (collectively, the “Affiliate Site”); and
- the Affiliate desires to participate in the program, as evidenced by the application, which application the Company may approve or disapprove, at its sole discretion.
THEREFORE, in consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Affiliate (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
AFFILIATE RESPONSIBILITIES
- It is understood that the Affiliate will introduce Company products and services to their current and prospective customers and will comply with all laws, including those that govern email marketing and anti-spam laws.
- The Affiliate will be fully responsible for any costs related to maintaining or marketing the Affiliate Program, including but not limited to costs associated with creation, hosting, modification, or improvements to the Affiliate's website and social media account(s); cost of internet marketing; offline marketing costs; postage; and all other costs and expenses.
- The Company reserves the right to accept or reject any prospective customers. It will pay the Affiliate a commission per customer referred using an affiliate referral URL and according to a designated payment schedule.
- Affiliates are required to make at least one (1) post per week about the Company via their social media account or affiliate website. The Affiliate shall ensure that all promotional content adheres to the Company’s brand guidelines and any applicable legal requirements.
NATURE OF PARTNERSHIP
- The Affiliate will act as an agent on behalf of the Company by placing referral URLs (“links”) on their website(s) and/or social media account(s) to direct traffic to the Company website(s) registered at deepvue.com. In addition, the Affiliate shall coordinate with the Company to carry out successfully the marketing, publicizing, and promotion of the Company's products or services. Unique referral URLs will be provided to the Affiliate within the Affiliate Portal once the Affiliate Partner Program Application is completed and approved according to this Agreement.
- Any Affiliate Partner Program may be amended or terminated at any time. Information about the Affiliate Partner Program will be available on the Company website. Accordingly, the Affiliate must keep themselves informed of any amendments of Affiliate Partner Programs, particularly if a registered website has terminated its Affiliate Partner Program or changed the conditions for remuneration to Affiliates.
TERMS OF THE AGREEMENT
- The term of this Agreement will begin upon the Effective Date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
- The Affiliate is only eligible to earn commission fees on qualified purchases occurring during the term, and commission fees earned through the date of termination will remain payable only if the orders for the related products and services are not canceled and comply with all terms laid out in this Agreement.
- The Company may withhold your final payment of commission fees for a reasonable time to ensure that all qualified purchases are valid and payments from referred company in its sole discretion.
- Any Affiliate who violates either this Agreement or the Company's terms and conditions will immediately forfeit their right to all accrued commission fees and be removed from the Company Affiliate Program.
- Without limitation, the Affiliate's participation in the program and this Agreement shall be deemed automatically terminated immediately and all commissions forfeited upon the Affiliate's violation of any of the terms of this Agreement or any applicable law or regulation having the force of law.
TERMINATION OF AGREEMENT
- Either the Affiliate or the Company may terminate the Affiliate relationship at any time. The Affiliate is only eligible to earn Affiliate payments during their time as an approved Affiliate. The Company may change the program or service policies and operating procedures at any time.
ENROLLMENT IN THE AFFILIATE PROGRAM
- To register for the Affiliate Partner Program, the recipient must complete and send an Affiliate Partner Program Application to the Company. The Affiliate Partner Program Application is included on the Company's website and can be completed and submitted through the site.
- The Company will evaluate the application and notify the Affiliate of their acceptance or rejection. The Company may reject the application for any reason at their sole discretion.
- Without limiting the ability to reject any application for any reason at the Company's absolute discretion, the Affiliate application will be rejected if:
- The application is incomplete.
- The Affiliate website(s) and/or social media account(s) contains images or content that promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- The Affiliate website(s) and/or social media account(s) promotes illegal activities or is intended to harass or defame any person.
- The Affiliate website(s) and/or social media account(s) intentionally includes variations or misspellings thereof in their domain names or otherwise violates the Company's intellectual property rights or the intellectual property rights of others.
- If the Company rejects the Affiliate’s application, the Affiliate is welcome to reapply to the program at any time.
- However, if the company accepts the application, they reserve the right to terminate the Affiliate’s participation in the program for any reason at their sole discretion immediately and without prior notice.
AFFILIATE PAYMENT
- The Company makes no representations or warranties regarding potential income that may result from the Affiliate Partner Program. Commissions will be paid to the Affiliate based on customers who access the Company website through the Affiliate's website(s) or social media account(s) using the unique referral URL that purchases or receives services.
- Commissions will be based on gross sales price received, not including any sales tax, shipping, special service fees, late charges, collection costs, merchant processing fees, refunds, and any other payment made to the Company that is not the purchase price of the product. This does NOT include recurring subscription commissions.
- Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (U.S. Dollars).
- The percentage paid as commissions is 15%. Payments are made automatically on or around the 7th day after each month end AND when the Affiliate's account balance reaches $200.00 or more for the previous months' transactions. The Affiliate understands that the Company may change the payout amount at any time.
- The Affiliate is responsible for determining if the payout for a link they placed on their site has changed or been discontinued. Currently, each referral URL tracks clicks for 30 days. The Company reserves the right to deduct from commissions, the costs for any products that are returned or refunded in the subsequent months, attributable to credit card fraud or bad debt write-off, or for any other reason if the previous commission was overpaid.
CONFIDENTIALITY
- Confidential information (the “Confidential Information”) refers to any data or information relating to the Company, whether business or personal, which would reasonably be considered to be private or proprietary to the Company and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Company. Confidential information does not include information which a) has been published or is or becomes publicly known through lawful means, b) prior to disclosure hereunder, is already known to the Affiliate or otherwise within the legitimate possession of the Affiliate prior to the Effective Date of this Agreement, (c) becomes known to the Affiliate from sources other than the Company under circumstances not involving any violation of law or breach of any confidentiality obligation owed by such source to the Company, or (d) is independently developed by the Affiliate through parties who have not had, either directly or indirectly, access to or knowledge of such Confidential Information.
- The Affiliate promises and agrees to hold any confidential information in strict confidence and trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such confidential information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties according to this Agreement, without the Company's prior written consent.
- The Affiliate shall not disclose any confidential information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement without the Company's prior written consent.
- The Affiliate's obligations include taking all actions necessary to ensure that any affiliates, employees, contractors, or agents abide by the terms of this section in their entirety.
INDEMNIFICATION
- The Affiliate hereby agrees to indemnify and hold harmless the Company, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on:
- Any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party.
- Any claim related to the Affiliate's site, including, without limitation, its development, operation, maintenance, and content therein not attributable to the Company.
- Any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Affiliate herein.
MODIFICATION
- The Company may modify any of the terms and conditions in this Agreement at any time at its sole discretion. In such an event, the Company will notify the Affiliate by email. Modifications may include but are not limited to changes in the payment procedures and Company Affiliate Program rules.
- If any modification is unacceptable to the Affiliate, their only option is to end this Agreement. Continued participation in the Company Affiliate Program following the notification of change or new Agreement posting on our site will indicate your agreement to the changes.
NO EXCLUSIVITY
- The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
NOTICE
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the address on Page 1 of this Agreement or the Parties specified email address or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
SEVERABILITY
- If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. The parties shall agree upon any necessary amendment of the Agreement to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
APPLICABLE LAW; DISPUTE RESOLUTION
- The laws of the States and Country will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the State of Florida and the Affiliate irrevocably consents to the jurisdiction of such courts. The Parties acknowledge that, in the event of a breach of this Agreement, the non-breaching Party will suffer irreparable harm in for which monetary damages would not be a sufficient remedy, and, as such, if either Party breaches or threatens to breach any of the obligations set forth therein, the other Party will have the right, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction, in addition to all other remedies available to such Party at law, in equity, or pursuant to this Agreement. All remedies, whether at law, in equity, or pursuant to this Agreement, will be cumulative.
ASSIGNMENT
- The Affiliate may not assign this Agreement, by operation of law or otherwise, without our prior written consent. The Company's failure to enforce the Affiliate's strict performance of any provision of this Agreement will not constitute a waiver of the Company's right to subsequently enforce such a provision or any other provision of this Agreement.
REASONABLE EFFORTS
- Each party agrees to use its reasonable efforts to fulfill its obligations under this Agreement.
AUTHORITY AND COMPLIANCE
- Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that such performance will comply with all applicable laws, rules, and regulations.
ENTIRE AGREEMENT
- This Agreement sets forth the entire agreement and understanding between the Affiliate and the Company relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between the Affiliate and the Company, written or oral, to the extent they relate in any way to the subject matter hereof.