Marketing Affiliate Program Agreement
Last Modified: August 24, 2022
These following terms and conditions apply to individuals who are accessing or using the Program both as a merchant (“we” or “merchant”) and an affiliate (“you” or “affiliate”) who refers customers to a product or service from the merchant.
The Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.
By participating in the Program, Affiliate agrees to use the Program in the manner specified in, and are bound by, these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety you are not authorized to register as an Affiliate or participate in the Program in any manner.
Definitions
“Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.
“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
"Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction.
“Customer” means the authorized actual user of the Only Crits Products who has purchased or signed up for the Only Crits products after being an Affiliate Lead.
General
1. Approve or Reject of the Registration. We reserve the right to approve or reject ANY Affiliate Program Registration in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Registration.
2. Affiliate Links and Coupon. Affiliate link is automatically generated, but you can also generate an affiliate link for a specific product or collection. If a person clicks on someone else’s referral link and then later they click on yours, yours is the one that counts. Coupon codes expire after 8 months, unless specified differently at the time of sponsorship/signup. Only Crits will reach out to you to set up a new coupon code.
3. Affiliates might or might not be assigned to one coupon code with details and usage clarified on Dashboard. If customers both click on the affiliate link and use coupon code, you will not receive a double commission. If you’re not assigned a branded coupon, then you’re not allowed to promote the coupon. You are not allowed to promote any coupons other than your own. Promoting different coupons than the ones connected to your account will create grounds for immediate removal from the affiliate program.
4. Affiliates may also advertise merchant websites on online channels such as Facebook, Instagram, Twitter, Tiktok, or offline classified channel ads, magazines, and newspapers.
5. Commissions and payment. Refer any customer to make a purchase on our website, you will get a commission amount which is calculated based on Commission structure. Commission amount is dependent on order value and not including extra fee (tax, shipping cost,...). For an Affiliate to receive a commission, you need to specify the payment details on Settings.
6. Payment schedule will be notified on the Affiliate Guide page. Payments will only be sent for transactions that have been successfully completed. Use of the Affiliate Program is subject to a fair use policy which gives merchants the right to review each and every referral order. Status of commission if displayed in the Commission tab, any paid commission will be listed on the Payment tab. Transactions that result in chargebacks or refunds will not be paid out.
7. Please update your Payout method on the Payment tab on Settings. If your payment detail is not specified, you will not be able to receive commissions payment. The minimum threshold of Paypal is $20, if we owe you less than $20, your commissions will be rolled into the next month’s total. Or you can choose Store Credit as your payment method to get fast payment. Payments are made when you reach out to ericb@onlycrits.com requesting a payout on your affiliate account. Commission income is paid by onlycrits.com Store Credit or PayPal within 6 days after you request payment.
8. Associates are not eligible for commission income from orders placed on their behalf, or by closely related parties. The onlycrits.com Associates Program is an advertising program and is not intended to provide discounts on purchases. Our intent is to pay commission income when associates refer unrelated customers to onlycrits.com.
9. Marketing tool. We may share promotion media such as banners, logos or specific collection promotion to you through the Marketing tool tab. You can download the media or get the HTML embed code in order to share on affiliate channels.
10. Cookie. We use a cookie to track people who have clicked on your link, so they need to be using cookies for us to track them. If a person doesn't allow cookies or clears their cookies then we can't track them so can't pay earnings on that person's activity. Cookies day is mentioned on the Affiliate registration form. The tracking day will start from the time a customer clicks on the affiliate’s link or uses the coupon. Within the cookie time, every order made by this customer at the merchant website will automatically result in commissions to the affiliate (There’s no need for the customer to click on the affiliate link then).
11. Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of Only Crits products or dependent on any oral or written public comments made by us regarding future functionality or features of Only Crits products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English.
12. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
13. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
14. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
15. You must be FTC compliant and disclose in a clear way before the affiliate link that you will receive commission if someone clicks through and purchases.
Term and Termination
1. Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
2. Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
3. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
4. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable in this Marketing Affiliate Program Agreement, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
5. Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you commission on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
6. Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated. If an affiliate wishes to be terminated from the affiliate program, they can do so by contacting: ericb@onlycrits.com.
Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
We may update our Marketing Affiliate Program Agreement from time to time in order to reflect, for example, changes to our Marketing Affiliate Program Agreement or for other operational, legal, or regulatory reasons. By continuing to use our affiliate program after these changes are posted, you agree to the revised policy.
Go forward and refer!
We're very glad you've made it to the end of this important document.
We wish you all the very best. You can always re-visit the Marketing Affiliate Program Agreement in the future and if you have any questions you can send email to ericb@onlycrits.com for support.
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