TTRIGGER AFFILIATE PROGRAM
To participate in the Affiliate Program
of TTRIGGER (the "Affiliate Program"), you must
agree to the following:
This Affiliate Agreement ("Agreement")
contains the complete terms and conditions between us, TTRIGGER, and you,
concerning your application to participate as an affiliate of TTRIGGER and the
establishment of links from your website to our websites: TTRIGGER.com ("TTRIGGER
BY SUBMITTING AN
APPLICATION TO JOIN OR BY PARTICIPATING IN THE TTRIGGER AFFILIATE PROGRAM, YOU
ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS
TERMS AND CONDITIONS.
TTRIGGER. Affiliate Agreement Definitions:
"Us", "TTRIGGER"- S.M INNOVATION Ltd aka TTRIGGER
and "Affiliate(s)" - the business, individual or entity
applying for participation in the Flow Affiliate Program, that provides Links
(as such term is defined in Section 2 below) on its websites ("Affiliate
Site") in consideration for receiving remuneration from TTRIGGER for
sales resulting from such provision.
"TTRIGGER Products" –
products available for purchase through the TTRIGGER Website.
"Commission Fees" or "Commissions"
- Under the Affiliate Program, subject to the terms hereof, you will be paid a
Commission Fee for each Qualified Purchase by a Referred Customer that you
refer to Flow pursuant to and in accordance with this Agreement.
"Qualified Purchase" - a sale
of TTRIGGER Products by TTRIGGER to a Referred Customer that meets the criteria
set forth in Section 5 hereof.
"Referred Customer" - each
new and unique customer referred from an Affiliate through a Link (as such term
is defined in Section 2 below) provided by or approved by Us and that meets the
criteria set forth in Section 5 hereof.
"Registration Form" - any and
all order forms, registration forms, or other signup or acceptance form
(whether online, paper, fax, or otherwise) submitted by You or, as applicable,
by the Referred Customer to perform a Qualified Purchase.
NO use of google adwords like TTRIGGER / or any of other TTRIGGER products that are
being searched in any search engines from time to time.
To avoid any doubts, the use of the
words such as "TTRIGGER" or any others of the the company
products' names in such services as google adwords etc. is forbidden.
1. Enrollment in the
To commence the enrollment process, You must
submit a completed Affiliate Program Signup Form. The Signup Form can be found
We will evaluate Your application in good
faith and will notify You of Your acceptance or rejection in a timely manner.
We may reject Your application if We determine (in Our sole discretion) that
Affiliate Site is unsuitable for the Affiliate Program for any reason,
including, but not limited to, inclusion of content that is, in Our opinion,
unlawful or otherwise promotes violence; promotes discrimination based on race,
sex, religion, nationality, disability, sexual orientation, or age; promotes
illegal activities or is intended to harass or defame anyone; Otherwise
violates our intellectual property rights or the intellectual property rights
If We reject Your application, for any reason,
You may not reapply to the Affiliate Program utilizing the same domain name/URL
nor may you reapply using a different domain/URL name then add the previously
rejected domain name/URL. If we accept your application, we reserve the right
to terminate your participation in the Affiliate Program for any reason in our
sole discretion immediately without prior notice.
2. Promotion of Our Affiliate Relationship
If You qualify and agree to participate as an
Affiliate, We will make available to You a variety of graphic and textual links
(each of these links sometimes being referred to herein as "Links"
or, individually, as a "Link"), which are subject to the terms
and conditions hereof. The Links will serve to identify Affiliate Site as a
member of the Affiliate Program and will establish a Link from Your site or
e-mail to TTRIGGER Website. The Links may connect to any area of TTRIGGER
Website (although commissions will only be issued on Qualified Purchases). In
utilizing the Links, You agree that You will cooperate fully with Us in order
to establish and maintain such Links.
You also agree that You will display on
Affiliate Site only such graphic or textual images (indicating a Link) provided
by Us or text messages expressly approved in advanced by Us in writing and at
all time obey and follow our branding and conduct guidelines as will be
communicated to you from time to time. All Affiliate Sites shall display such
graphic and/or textual images prominently in relevant sections of their site.
Any information with respect to Us intended for display on Affiliate Site must
be provided by Us and expressly approved by Us in writing in advance of any
Subject to the limitations set forth in this
Section and otherwise in this Agreement, You are hereby granted with a
non-exclusive, non-transferable, revocable license to (i) access our Site
through the Links solely in accordance with the terms of this Agreement and
(ii) solely in connection with such Links, to use the Our trademark and logo
and similar identifying material relating to us (but only in the form(s) that
they are provided by us) (collectively, the "Licensed Materials"),
for the sole purpose of promoting the sale of TTRIGGER Products and as approved
in advance by us. You may not alter, modify, or change the Licensed Materials
in any way. You are only entitled to use the Licensed Materials to the extent
that You are a member in good standing of the Affiliate Program.
You will be solely responsible for the
development, operation, and maintenance of the Affiliate Site and for all
materials or content that appear on Affiliate Site.
You hereby grant Us with a non-exclusive
license to utilize Your names, titles, and logos, as the same may be amended from
time to time to advertise, market, promote, and publicize in any manner Our
rights hereunder according to Our Sole Discretion. This license shall terminate
upon the expiration or termination of this Agreement.
EXCEPT AS PERMITTED ABOVE, YOU SHALL NOT AND
ARE NOT AUTHORIZED TO (i) USE Our TRADEMARK, NAME LOGO OR ANY OF OUR OTHER
INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM
OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING,
INCLUDING WITHOUT LIMITATION, THE "LINKS" AND THE "LICENSED
MATERIALS" ARE REFERRED TO HEREIN AS "OUR IP"), WITHOUT OUR
EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME,
IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH
ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY
METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY
WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR
ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY
"INITIAL INTEREST CONFUSION" OVER THE USE OF OUR IP ON THE INTERNET
OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF OUR IP IN ANY MANNER, OTHER
THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS
AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS
OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR
DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL
INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION
WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS
AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
3. Representations and Warranties
You hereby represent and warrant to us as
a. This Agreement has been duly and validly
executed and delivered by You and constitutes Your legal, valid, and binding
obligation, enforceable against You in accordance with its terms.
b. Any information you provide to us in
connection with your participation in the Program will be true and correct.
c. The execution, delivery, and performance by
you of this Agreement and the consummation by You of the transactions
contemplated hereby shall not, with or without the giving of notice, the lapse
of time, or both, conflict with or violate (i) any provision of law, rule, or
regulation to which you are subject, (ii) any order, judgment, or decree
applicable to You or binding upon Your assets or properties, (iii) any
provision of Your by-laws or certificate of incorporation, or (iv) any
agreement or other instrument applicable to You or binding upon Your assets or
d. You are the sole and exclusive owner of the
Your trademarks and have the right and power to grant to Us the license to use
Your trademarks in the manner contemplated herein, and such grant does not and
will not (i) breach, conflict with, or constitute a default under any agreement
or other instrument applicable to You or binding upon Your assets or
properties, or (ii) infringe upon any trademark, trade name, service mark,
copyright, or other proprietary right of any other person or entity.
e. No consent, approval, or authorization of,
or exemption by, or filing with, any governmental authority or any third party
is required to be obtained or made by You in connection with the execution,
delivery, and performance of this Agreement or the taking by You of any other
action contemplated hereby.
f. There is no pending or, to the best of Your
knowledge, threatened claim, action, or proceeding against You, or any
affiliate of Yours, with respect to the execution, delivery, or consummation of
this Agreement, or with respect to Your trademarks, and, to the best of Your
knowledge, there is no basis for any such claim, action, or proceeding.
g. During the term of the Agreement, You will
not include in Your site content that is, in Our opinion, unlawful, harmful,
threatening, defamatory, obscene, harassing, racially, ethically, or otherwise
objectionable or are in violation of Our branding guidelines, Terms of Service
or Acceptable Use Policy.
h. Each Referred Customer and each Qualifying
Purchase referred or submitted by You to Us, is valid, genuine, unique and not
fraudulent and meets each of the Criteria for generating a Commission Fee as
provided in this Agreement.
4. Order Processing
We will process product orders placed by a
Referred Customer who follow a Link from your website to our Website. 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 and fulfillment. Among other things, we will prepare order
forms, process payments, cancellations, and returns, and handle customer
service. We will track sales made to Qualified Purchases who purchase products
using Links from your website to TTRIGGER Website and will make available to
you reports summarizing this sales activity. We currently use the third party
services of www.refersion.com to enable you to keep of Referred
Customers, Commissions and other Affiliate Program related information. Said
third party reporting and tracking services may be changes at Our discretion
from time to time, or provided directly through Our systems. The form, content,
and frequency of the reports may vary from time to time at our discretion. To
permit accurate tracking, reporting, and Commission accrual, you must ensure
that the Links between your website and TTRIGGER website are properly
online means of tracking for keeping track of Affiliate and/or Referred
5. Commission Determination
Under the Affiliate Program, you will be paid
a Commission Fee for each Qualified Purchase by a Referred Customer that you
refer to TTRIGGER under and in accordance with the terms of this Agreement.
Each Referred Customer and each Qualified Purchase must meet the following
criteria (the "Criteria"):
a. Each Referred Customer must follow a Link
from your website to TTRIGGER Website, select and purchase a TTRIGGER Product
using our automated ordering system, accept delivery of the TTRIGGER Product at
the shipping destination, and remit full payment to Us – no later than 30 days
as of the first date such Referred Customer has first accessed the TTRIGGER
Website through the Link.
b. To generate a Commission Fee for you, each
Referred Customer must be up-to-date in all payments and not have been subject
to a refund, credit, cancellation, suspension or chargeback.
c. Each Referred Customer must be a new and
unique visitor to TTRIGGER and must register by completing and submitting TTRIGGER's
registration form using a valid and unique account and billing information.
Commission may not be paid for a Referred Customer that has transferred from
any of our other affiliates, partners or subsidiaries.
d. Each Referred Customer must sign up in a
manner, which in our sole judgment, definitively establishes that the Referred
Customer was referred directly from you to TTRIGGER under this Agreement.
e. Each Referred Customer must remain in
the Commission Fees are processed.
f. Commission Fees may not be paid for the
Qualified Purchase if the Referred Customer has been offered or received
coupons, refunds, credits or discounts from the Affiliate or if the Referred
Customer has joined a business-opportunity program (as determined by TTRIGGER
in its sole discretion) that is managed or participated by the Affiliate,
unless TTRIGGER has provided its prior written permission thereto.
Without derogating from the aforesaid, TTRIGGER,
in its sole discretion, reserves the right to withhold indefinitely any
Commission Fee, and/or to reverse, deny or reject any Commission Fee, for:
a. All commissions generated for accounts that
may be fraudulent, including but not limited to the use of software that
generates fictitious information.
b. If We deem orders to be fraudulent or see a
pattern of potentially fraudulent activity, including, without limitation,
where there are multiple accounts from the same customer, or referral of
accounts which do not comply with this Agreement.
c. Altering Our Links in any way.
d. Referred Customers that have been offered
or received coupons, refunds, credits or discounts from the Affiliate or for
Referred Customers who have joined a business opportunity program that is
managed or participated by the Affiliate, unless TTRIGGER has provided written
e. Customers engaging in "Domain
Speculation," which is determined by the identification of two (2) web
hosting accounts with the same Referred Customer's name, email address, or
other identifying characteristic as determined by TTRIGGER and/or the
identification of two (2) or more web hosting accounts that have no content on
their websites or have similar content, templates or formatting, as determined
f. Affiliates whom we believe may be
artificially submitting Referred Customers, engaging in the advertisement of
business-opportunity sites (as determined by TTRIGGER in its sole discretion),
using marketing practices that we deem to be unethical or likely to attract
fraudulent signups and/or signups with a very low likelihood of renewal.
TTRIGGER reserves the right to immediately
cancel or withhold for later review any Commission Fee based on the foregoing
or that otherwise fails to meet the Criteria. It is the responsibility of the
Affiliate to monitor the payment, denial and withholding of Commission Fees; TTRIGGER
is not obligated to actively notify Affiliates of the status of Commission
Fees. If an Affiliate has a question about a Commission Fee that has been
cancelled or withheld, such Affiliate will have 30 days from the day the
payment was due to contact TTRIGGER to discuss or reclaim the Commission Fee.
Any changes to decisions concerning cancelled or withheld Commission Fees are
strictly at TTRIGGER's discretion.
TTRIGGER reserves the right to suspend payment
of Commission Fees at any time and indefinitely, if it suspects fraud or other
improper activity or a potential breach of any of the terms of this Agreement
by the Affiliate or a Referred Customer(s).
TTRIGGER reserves the right to deduct from
Affiliate's current and future Commission Fees any and all Commission Fees
corresponding to any fraudulent, questionable, and cancelled purchases. Where
no subsequent Commission Fee is due and owing, TTRIGGER will send Affiliate a
bill for the balance of such refunded purchase upon termination of the
Affiliate or termination of the Referred Customer.
Any attempt by You to manipulate, falsify or
inflate Referred Customers, Qualifying Purchases or Commission Fees to
intentionally defraud TTRIGGER or violation of any of the terms of this
Agreement constitutes immediate grounds for TTRIGGER to terminate this
Agreement and will result in forfeiture of any Commission Fees due to you.
6. Commission Fee Accrual and Payments
Subject to the terms of this Agreement, We
will pay a Commission Fee equal to the specified percentage or amount set forth
in Your Affiliate Program Application Form (as approved by Us) on a Qualified
Purchase by a Referred Customer.
Commission Fees will be processed
approximately 15 days after the end of the month in which they accrued as set
Subject to the foregoing minimum annual
commission credits rule, we pay commission on a monthly basis, 15 days
following the end of each calendar month. We will send a check and/or transfer
payment using a wire transfer and/or other online payment service (such as
Paypal®) equal to the commission credits accrued based on Your Qualifying Revenues
during that month, less any taxes that We are required by law to withhold.. If
a product that generated commission credits is returned by a Referred Customer,
We will deduct the corresponding commission from your next commission payment.
If there is no subsequent payment, we will send you a bill for the commission.
Except as set forth in this Agreement,
commission credits shall have no value and are not redeemable in any way for
cash or merchandise.
7. Policies and Pricing
Referred Customers who buy TTRIGGER Products through the Affiliate Program will
be deemed to be Our Customers. Accordingly, all of Our rules, policies, and
operating procedures will apply to those Referred Customers. We may change Our
policies and operating procedures at any time. For example, We will determine
the prices to be charged for TTRIGGER Products sold under the Affiliate Program
in accordance with Our own pricing policies. Prices and availability of TTRIGGER
Products may vary from time to time. We will use commercially reasonable
efforts to present accurate information, but We cannot guarantee the
availability or price of any particular product.
8. Endorsement Compliance
It is the intent of TTRIGGER to treat Our
customers fairly and to comply fully with all trade laws and regulations
related to advertising. As such, we require our Affiliates to comply with any
such laws and regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255:
Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that
material connections between advertisers and endorsers be disclosed. This means
that directories, review/rating sites, blogs and other websites, email or
collateral that purport to provide an endorsement or assessment of an
advertiser (in this case TTRIGGER) must prominently disclose the fact financial
or in-kind compensation is provided from the advertiser. You are advised to
seek and obtain your own legal advice on how these rules apply to Affiliate
Site or other promotional activities for which you receive compensation.
TTRIGGER reserves the right to withhold
commission fees and cancel the affiliate relationship with You should we
determine, at our discretion, that you are not in compliance with any trade law
or regulations we deem relevant.
9. E-mails and Publicity
You shall not create, publish, transmit or
distribute, under any circumstances, any bulk electronic mail messages (also
known as "SPAM") without prior written consent from TTRIGGER. TTRIGGER,
in its sole discretion, reserves the right to reject each and every e-mail
scheme. Additionally, You may only send e-mails containing Links and or a
message concerning TTRIGGER or the Affiliate Program to person(s) who have been
previously contacted and whom consented to the fact that the You will be
sending an e-mail containing TTRIGGER information or information about the
Affiliate Program. Failure by You to abide by this section, or any applicable
law in this regard, will be deemed a material breach of this Agreement by You
and foreclose any and all rights you may have to any Commission Fees.
10. Term of the Agreement
The term of this Agreement will begin upon Our
acceptance of Your Affiliate 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. You are 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 TTRIGGER Products are not cancelled and comply with all terms laid out
in this Agreement. We may withhold Your final payment of Commission Fees for a
reasonable time to ensure that all Qualified Purchases are valid and payment
from Referred Customers are legitimate as determined by TTRIGGER in its sole
TTRIGGER reserves the right to remove an
Affiliate from the Affiliate Program, and to terminate or suspend this
Agreement, at any time for any reason, in TTRIGGER's sole discretion.
Without limitation, Affiliate's participation
in the Affiliate Program shall be deemed automatically terminated immediately
and all commissions forfeited upon Affiliate's violation of any of the terms of
this Agreement or of any applicable law or regulation.
We may modify any of the terms and conditions
contained in this Agreement at any time in Our sole discretion. Such
modifications shall take effect when posted on Our site. TTRIGGER, in its sole
discretion, reserves the right to notify You by e-mail and further reserves the
right to withhold notification of any changes made to this Agreement.
Modifications may include, but are not limited to, changes in the scope of
available Commissions, Commission amounts/percentages, payment procedures,
Commission Fee payment schedules, and Affiliate Program rules. If any modification
is unacceptable to You, Your only recourse is to terminate this agreement. Your
continued participation in the Affiliate Program following Our posting of a
change notice or new agreement on Our site will constitute binding acceptance
of the change.
We make no express or implied warranties or
representations with respect to the Affiliate Program or any TTRIGGER Products
sold in connection with the Affiliate Program (including, without limitation,
warranties of fitness, merchantability, non-infringement, or any implied
warranties arising out of course of performance, dealing, or trade usage). In
addition, We make no representation that the operation of Our site will be
uninterrupted or error free, and We will not be liable for the consequences of
any interruptions or errors, including the tracking of information about
Referred Customers during the period of interruption.
13. Relationship of Parties
You and TTRIGGER are independent contractors,
and nothing in this Agreement will create any partnership, joint venture,
agency, franchise, sales representative, or employment relationship between the
parties. 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 reasonably would contradict anything in this Section.
14. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA,
ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE
LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL
NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT
DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH
You hereby agree to indemnify and hold
harmless Us and Our subsidiaries and affiliates, and their directors, officers,
employees, agents, shareholders, partners, members, and other owners, against
any and all 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 (i) any claim that Our use of the your trademarks infringe on any
trademark, trade name, service mark, copyright, license, intellectual property,
or other proprietary right of any third party, (ii) any misrepresentation of a
representation or warranty or breach of a covenant and agreement made by You
herein, or (iii) any claim related to Your conduct, misconduct, promotions,
activities and the Affiliate Site, including, without limitation, its
development, operation, maintenance and content therein (excluding content
provided by Us).
16. Independent Investigation
Your application submission acknowledges that
You have read this Agreement and agree to be bound by all its terms and
conditions. You understand that We may at any time (directly or indirectly)
solicit TTRIGGER relationships on terms that may differ from those contained in
this Agreement. We may also solicit TTRIGGER relationships with entities that
operate websites that are similar to or compete with Affiliate Website. You
have independently evaluated the desirability of participating in the Affiliate
Program and are not relying on any representation, guarantee, or statement
other than as set forth in this Agreement.
The laws of Israel will govern this Agreement,
without reference to rules governing choice of laws. Any action relating to
this Agreement must be brought in the competent courts located in Israel
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. Subject to that restriction, this Agreement will be binding
on, inure to the benefit of, and be enforceable against the parties and their
respective successors and assigns. Our failure to enforce Your strict
performance of any provision of this Agreement will not constitute a waiver of
Our right to subsequently enforce such a provision or any other provision of
I INDICATE MY APPROVAL
OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND