This Affiliate Program Agreement (“Agreement”) contains the terms and conditions that govern your participation in the Boldomatic SA Affiliate Program (the “Program”). “We,” “us,” or “our” means Boldomatic SA. “You” or “your” means the applicant. A “site” means a website. “Boldomatic Site” means the boldomatic.com site or any other site that is owned or operated by or on behalf of us and which is identified as participating in the Program in the Affiliate Program commission Schedule in Section 9 of this Agreement, as applicable. “Your site” means any site(s) and software application(s) that you own or operate and link to the Boldomatic Site.
BY CLICKING THE “SEND APPLICATION AND ACCEPT AGREEMENT” BUTTON YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS WELL AS OUR GENERAL TERMS AND CONDITIONS, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.
The purpose of the Program is to permit you to advertise Products and Content on your site and to earn advertising commissions for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the Boldomatic Site. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program (“Content”).
To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine that your site is unsuitable. Unsuitable sites include those that:
(a) promote violence or contain violent materials;
(b) promote or contain libelous or defamatory materials;
(c) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
(d) promote or undertake illegal activities;
(e) are directed toward children under 13 years of age;
(f) include any trademark of Boldomatic, or a variant or misspelling of a trademark of Boldomatic, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or
(g) otherwise violate intellectual property rights.
If we accept your application and we later determine that your site is unsuitable, we may terminate this Agreement.
You will ensure that the information in your Program application and otherwise affiliated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address affiliated with your account is no longer current.
After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links” are links to the Boldomatic Site that you place on your site in accordance with this Agreement, that properly utilize the special “tagged” link formats we provide. Special Links permit accurate tracking, reporting, and accrual of advertising commissions. In addition, you may embed content into your site via Embedded Widgets. “Embedded Widgets” are special content snippets that can be inserted into your site which include links to the Boldomatic Site that properly utilize the special “tagged” link formats we provide.
You may earn advertising commissions only as described in Section 7 and only with respect to activity on the Boldomatic Site occurring directly through Special Links. We will have no obligation to pay you advertising commissions if you fail to properly format the links on your site to the Boldomatic Site as Special Links, including to the extent that such failure may result in any reduction of advertising commission amounts that would otherwise be paid to you under this Agreement.
1. You will ensure that your site is not unsuitable (as described in Section 2).
2. You will not display or otherwise use our trademarks or logos except solely as expressly permitted under and in accordance with the Agreement.
3. You will not remove, obscure, or alter, or make invisible, illegible, or indecipherable to visitors of your site, any “Privacy Information” link or any of our trademarks or logos that we include in a Special Link.
4. You will use Content solely in accordance with the terms of the Agreement. Without limiting the foregoing, you will (a) use Content solely to send end users and sales to the Boldomatic Site and will not link any Content to, or in conjunction with any Content direct traffic to, any page of a site other than the Boldomatic Site (however, parts of your site that are not closely associated with the Content may contain links to sites other than the Boldomatic Site); and (b) link each use of the Content solely to the related Product detail page or other relevant page of the Boldomatic Site and not to any other page.
5. You will not sell, resell, redistribute, sublicense, or transfer any Content or any application that uses, incorporates, or displays any Content. For example, you will not use, or enable or facilitate the use of, Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Content to any other person or entity, nor will you create links formatted with your Associates tag for, or display such links on, a site that is not your site.
6. You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with any Boldomatic Site (including any usernames or passwords of Boldomatic Site customers).
7. You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of the Boldomatic Site.
8. You will not make any orders or engage in other transactions of any kind on the Boldomatic Site on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so.
9. You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, browse, or order) are occurring.
10. You will not include on your site, display, or otherwise use Special Links or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
11. You will not post or serve any Special Links or other content promoting the Boldomatic Site within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any site that is not your site.
12. You will not attempt to circumvent the Affiliate Program Advertising Commision Schedule or artificially increase your advertising commisions (e.g., by intentionally featuring, purchasing, or requesting or encouraging any other person or entity to purchase, low-price items offered on the Boldomatic Site (as determined by us) for the purpose of exceeding any advertising fee threshold, or by causing any page of the Boldomatic Site to open in a customer’s browser other than as a result of the customer clicking on a Special Link on your site).
13. You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert advertising fees from, any site that participates in the Program.
14. You will not artificially generate clicks or impressions on your site or create Sessions on the Boldomatic Site, whether by way of a robot or software program or otherwise.
15. You will not cloak, hide, spoof, or otherwise obscure the URL of your site containing Special Links (including by use of a redirecting page) or the user agent of the application in which Content is displayed or used such that we cannot reasonably determine the site or application from which a customer clicks through such Special Link to the Boldomatic Site.
16. You will not knowingly collect, use, or disclose personal information from children under 13 years of age.
You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us and our employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ commissions) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Agreement or applicable law; (d) your violation of any term or condition of this Agreement; or (e) your or your employees' negligence or willful misconduct.
We will process Product orders placed by customers who follow Special Links from your site to the Boldomatic Site. We reserve the right to reject orders that do not comply with any requirements on the Boldomatic Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising commission accrual purposes and will make available to you reports summarizing those Qualifying Purchases.
We will pay you advertising commissions on Qualifying Purchases in accordance with Section 8 and the Affiliate Program Commission Schedule in Section 9. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the Boldomatic Site; (b) during a single Session that customer adds a Product to his or her shopping cart and places the order for that Product no later than 89 days following the customer’s initial click-through; and (c) the Product is shipped to or downloaded by, and paid for by, the customer.
A “Session” begins when a customer clicks through a Special Link on your site to the Boldomatic Site and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the Boldomatic Site that is not your Special Link.
Qualifying Purchases exclude, and we will not pay advertising commissions on any of, the following:
“Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
We will pay you advertising commissions on a monthly basis for Qualifying Purchases in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 30 days following the end of each calendar month using the following payment method:
Payment by PayPal Direct transfer. We will transfer the amount of the advertising commissions you earn via PayPal to your PayPal account. The PayPal processing (transaction) fee will be deducted from the advertising commissions payable to you. We may accrue and withhold advertising commissions until the total amount due to you is at least $50.
This Schedule describes the advertising commission rates you may earn as a participant in the Program. It also describes the limitations that apply to earning advertising commissions on certain Products. From time to time, we may modify this Schedule in accordance with the Agreement.
During each calendar month, you may earn advertising commissions for Qualifying Purchases. Advertising commissions are calculated as a percentage of Qualifying Revenues based on the Commission Schedule Category List below. “Qualifying Revenues” mean amounts we receive from customers’ Qualifying Purchases, excluding shipping, handling, taxes, and service charges, and less any rebates, credit card processing fees, returns, and bad debt.
Category Commission Schedule List:
“General Products” are any Products other than those for which we have a specific product category as described in the Category Commission Schedule List.
Customers who buy products through this Program are our customers with respect to all activities they undertake in connection with the Boldomatic Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Boldomatic Site will apply to those customers, and we may change them at any time.
In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and promptly remove from your site and delete or otherwise destroy all links to the Boldomatic Site, all other Content, and any other materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the Program. We may withhold accrued unpaid advertising commissions for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
We may modify any of the terms and conditions contained in this Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or on the Boldomatic site or by sending notice of such modification to you by email to the email address then-currently affiliated with your affiliates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Affiliate Program Commission Schedule, Affiliate Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE BOLDOMATIC SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
You and we are independent contractors, and nothing in this Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE BOLDOMATIC Site, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE BOLDOMATIC SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.