Fosi Audio Affiliate Program Operating Agreement
1. Program Description
You can promote products listed on the Fosi Audio website through your own site and earn advertising fees (commissions) for qualifying purchases made by users via your referral links. We may provide you with data, images, text, linking tools, and other materials (collectively, "Content") to assist in your promotional efforts.
2. Enrollment
To join the Program, you must submit a complete and accurate application. We reserve the right to approve or reject your application at our sole discretion. Applications may be rejected if your site contains content that is deemed unsuitable, including but not limited to:
Sexually explicit or violent materials;
Defamatory or discriminatory content;
Content promoting illegal activities;
Content that infringes upon intellectual property rights;
Domain names or social media usernames that incorporate trademarks of Fosi Audio or its partners, or any misspellings or variations thereof.
Rejected applicants are welcome to reapply at any time. We may terminate this Agreement if we later determine your site is unsuitable.
You are responsible for ensuring the information associated with your account, including your email address and site details, is always complete, accurate, and up-to-date. We will communicate with you regarding the Program via the email address linked to your account.
3. Linking Requirements
Upon acceptance into the Program, you may place special tracking links ("Special Links") on your site. These links must use the specific formats we provide to ensure accurate tracking, reporting, and accrual of commissions.
Commissions are earned only for sales generated through properly formatted Special Links. If you wish to place Special Links within a mobile application, you must obtain our prior written approval. The suitability requirements apply to mobile applications as well.
4. Program Requirements
By participating in the Program, you agree to comply with all operational documentation, including the Program Participation Requirements. If we determine that you have not complied with these requirements or have otherwise violated this Agreement, we may, at our discretion:
Withhold unpaid advertising fees;
Close your account(s);
Terminate this Agreement;
Or pursue any other rights or remedies available to us.
You consent to:
Receiving emails related to the Program from time to time;
Us monitoring your site and link usage to ensure compliance.
5. Your Responsibilities
You are solely responsible for your site, including its development, operation, maintenance, and all content displayed thereon. This responsibility includes:
The technical operation of your site and related equipment;
Ensuring the accuracy, completeness, and appropriateness of materials posted on your site (including product descriptions);
Using Content and operating your site in a manner that does not infringe upon or violate the rights of any third party;
Not using Content or operating your site in a harmful, harassing, defamatory, obscene, or otherwise objectionable manner;
Clearly disclosing (e.g., via a privacy policy) how you collect, use, store, and disclose data from visitors;
Any use you make of the Content and Fosi Audio trademarks.
You agree to indemnify, defend, and hold harmless Fosi Audio, its affiliates, licensors, and their respective representatives from any claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) arising from matters related to your site, your use of Content, or your violation of this Agreement.
6. Order Processing
We will process orders placed by customers following Special Links from your site to the Fosi Audio website. We reserve the right to reject orders that do not comply with our site requirements. We will track Qualifying Purchases for reporting and commission accrual purposes.
7. Commissions
We will pay you commissions on Qualifying Purchases in accordance with Section 8 and the Commission Schedule. We reserve the right to adjust or offset any overpayments against future commissions due to you.
A "Qualifying Purchase" occurs when:
(a) A customer clicks a Special Link on your site to the Fosi Audio website;
(b) Within a single Session, the customer adds a product to their cart and completes the order within 30 days of the initial click-through;
(c) The product is shipped to and paid for by the customer.
A "Session" begins with a click on a Special Link and ends upon the first of: 24 hours elapsing, an order being placed, or the customer clicking a different affiliate's Special Link.
Commissions will not be paid for:
Products added to the cart after the Session expires;
Sales not tracked due to improperly formatted links;
Products purchased by you, your friends, relatives, or associates (e.g., personal orders);
Products purchased for resale or commercial use;
Purchases made after termination of this Agreement;
Orders that are canceled, returned, or refunded;
Sales generated through prohibited paid search placements (see definitions);
Sales generated through unapproved mobile applications or links not using specified APIs;
Sales where tracking is conflicted or attributed to another affiliate/platform based on our assessment of tracking links, coupon usage, and other data.
Sales generated through "Coupon Sites" (as defined below).
"Coupon Site" classification is determined at Fosi Audio's sole discretion. Factors include prominently featuring coupons/deals from multiple merchants, using related keywords in URLs or content (e.g., "coupons," "deals"), and lacking substantial original content.
8. Commission Payment
Commissions are paid monthly, approximately 30 days following the end of the month in which the Qualifying Purchase was shipped. A minimum commission balance of $30 USD is required for payment, as detailed in the Commission Schedule.
9. Policies and Pricing
Customers who purchase products through the Program are customers of the Fosi Audio website. Accordingly, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Fosi Audio website will apply to those customers, and we may change them at any time.
10. Identifying Yourself as an Affiliate
You may not issue any press release or make any other public communication regarding this Agreement, your use of the Content, or your participation in the Program. You may not misrepresent or embellish the relationship between us (including by implying that we support, sponsor, or endorse you), or express any relationship or affiliation beyond what is expressly permitted by this Agreement.
You must, however, clearly state the following on your site: “[Your Name] is a participant in the Fosi Audio Affiliate Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to [Fosi Audio website URL].”
11. Limited License
Subject to the terms of this Agreement and solely for the purpose of promoting products on the Fosi Audio website and directing users thereto in connection with the Program, we grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to:
(a) Copy and display the Content solely on your site; and
(b) Use those trademarks and logos we make available to you as part of the Content, solely on your site and in accordance with our Trademark Guidelines.
This license terminates automatically if you fail to comply with any obligation under this Agreement or upon termination of this Agreement.
12. Reservation of Rights; Submissions
Except for the limited license expressly granted in Section 11, we reserve all rights, title, and interest in and to the Program, Special Links, link formats, Content, APIs, data feeds, product advertising content, our domain names, website information and materials, and our and our affiliates' trademarks and logos (collectively, "Fosi Audio IP"). You acquire no ownership rights to any Fosi Audio IP.
If you provide us with any suggestions, reviews, modifications, data, images, text, or other information or content related to a product or in connection with this Agreement ("Your Submission"), you irrevocably assign to us all rights, title, and interest therein and grant us a perpetual, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, and create derivative works from Your Submission, and to sublicense these rights.
13. Compliance with Laws
You will comply with all applicable U.S. federal, state, and local laws, ordinances, rules, regulations, and orders in connection with your participation in the Program.
14. Term and Termination
This Agreement begins upon our acceptance of your application and continues until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.
Upon termination, you will immediately cease using all Content and Fosi Audio trademarks, and promptly remove all Special Links and related materials from your site. We may withhold accrued unpaid advertising fees for a reasonable period to ensure accurate payment (e.g., for cancellations, returns).
Sections 5, 9, 10, 12, 13, 14, 16, 17, and 18, along with any accrued payment obligations, shall survive termination of this Agreement.
15. Modifications
We may modify any of the terms and conditions of this Agreement (or any operational documentation) at any time at our sole discretion by posting a change notice, revised agreement, or revised documentation on the Fosi Audio website or by sending notice to the email address associated with your account. Email changes will be effective on the date specified therein, no less than two business days after sending.
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 WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
16. Relationship of Parties
You and Fosi Audio are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf.
17. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, OR THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
18. Disclaimers
THE PROGRAM, THE FOSI AUDIO WEBSITE, ANY PRODUCTS AND SERVICES OFFERED THEREON, SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, DOMAIN NAMES, TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, AND OTHER INFORMATION PROVIDED IN CONNECTION WITH THE PROGRAM (COLLECTIVELY, "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAY DISCONTINUE OR CHANGE ANY SERVICE OFFERING AT ANY TIME. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
