To be an authorised affiliate of PeepSo, Inc. (“Company” or “we” or “our”), you (“Affiliate” or “you” or “your”) agree to abide by the terms and conditions contained in this agreement. Please read this agreement carefully before registering and signing on as an affiliate. By signing up for the PeepSo Affiliate Program, you are agreeing to accept this Affiliate Program Agreement and its terms and conditions. If you sign up on behalf of a company, organisation, or other entity, then “you” includes you and that entity, and you represent and warrant that you are an authorised representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
This Affiliate Program Agreement (“Agreement”) is subject to change at any time, without prior notice. You are responsible for reviewing this Agreement on a regular basis. Any changes that are made to this Agreement will not apply retroactively and will not apply to disputes or events occurring before the change is published.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Promotional Materials
In connection with any marketing efforts you choose to make for our products, please ensure that all promotional materials adhere to the following guidelines:
Product Reviews: In the event that you do a product review of any of our products, you should make sure that you disclose upfront that you receive a percentage of each sale made. In addition, all endorsements must reflect the honest opinions or experiences of the endorser. Any disclosures must be clear and conspicuous and not hidden. The most important principle is that an endorsement has to represent the accurate experience and opinion of the endorser. In addition, you must follow the following guidance:
- You can’t talk about your experience with a product, if you haven’t tried it.
- If you were paid to try a product and you thought it was terrible, you can’t say it’s terrific.
Furthermore, such disclosures must be made clearly, frequently and conspicuously. Such disclosures ensure that readers can formulate an informed opinion about the information you provide by understanding the possible influence your material connection with our company might have on your endorsement of our products.
Linking In Articles: When using our affiliate link in an article, you must display a clear disclosure about the nature of your affiliate links and the material connection you have with our company. These disclosures must appear on the same page where the links appear, and they must be clear, conspicuous, and require no additional user interaction to read (such as clicking a link, scrolling or hovering over an element). According to the FTC: “Putting disclosures in obscure places – for example, buried on an ABOUT US or GENERAL INFO page, behind a poorly labeled hyperlink or in a terms of service agreement – isn’t good enough. The average person who visits your site must be able to notice your disclosure, read it and understand it.” All disclosures should appear in full, either before or in close proximity to the affiliate link itself.
Linking On Social Networks: When using our affiliate links on social networks, you must also display a clear disclosure about the nature of the links and the material connection you have with our company. In the form of social media posts, these disclosures must be part of the post that contains the affiliate link.
2. Affiliate Tracking and Commissions
- affwp_ref – this cookie stores the affiliate’s unique ID
- affwp_ref_visit_id – this cookie stores the visit ID (the visit ID increments by 1, each time any referral link is used until the cookie expires or is deleted).
Company also stores a third cookie for affiliate campaign tracking, affwp_campaign. This cookie will only be stored if an affiliate generates an affiliate referral URL with a campaign name from the Affiliate Area, and that link is clicked on by a customer.
When a customer clicks on an Affiliate’s referral link, and these cookies are successfully generated, a visit will appear in Affiliate Area Visits screen. The cookies will then remain in the browser throughout the purchase or conversion process to track the correct affiliate so a referral can be generated for that affiliate.
As an Affiliate you will be provided with a referral tracking link. If that link is modified, conversion and referral tracking will not work and you will not be paid.
Multiple affiliates will not be paid for the same sale. Affiliates agree that in the event of a dispute regarding credit or payment, the sole determination of Company shall be final and binding. If a payment is refunded, then the commission for this payment will be removed from your account.
Only intentional clicks are allowed in the system. Forcing visitors to click a link, or using fake tracking pixels, or any other means to register unsuspecting visitors in the system is strictly prohibited. Accounts using such methods will be terminated without warning and all revenues will be forfeited. Unintentional clicks will also be removed from the system and will not count towards commissions. This includes, but is not limited to, the use of: Auto-Hit or Auto-Surf programs, displaying affiliate tracking URL within an iframe or image src, automatic pop-ups or automatic redirects to affiliate URL’s without action by the visitor, or any other method meant to automatically track a visitor in the affiliate system without an intentional click from an interested buyer. If Company believes that Affiliate has fraudulently added registrations by non-approved methods (as solely determined by Company in its judgment), Affiliate agrees the payout for all such fraudulent leads will be forfeited.
Visitors referred by Affiliates are tracked for a maximum of 30 days. Visitors who are referred and make a purchase 30 days after clicking an Affiliate’s link will not be tracked, and a sale will not be awarded or compensated.
The Affiliate that first referred a visitor will receive credit for that visitor’s purchases.
Manual or automatic renewal purchases are not credited to any Affiliates.
Affiliate commissions are available only on selected ready-to-ship PeepSo products and are not available for any kind of custom development work. Unpaid and unclaimed commissions expire after 2 years and are lost.
Payments are sent out manually at the end of each calendar month to Affiliates with a balance of $500.00 and above. No payments will be due or payable until an Affiliate has earned at least U.S. $500.00 hereunder. Payments are only made through wire transfer to a bank account. Company is not responsible for any wire transfer fees that might be imposed by the banks handling the wire transfer.
Company shall pay Affiliate the agreed upon percentage of Net Revenue from customers. Company shall have the right at any time in its sole discretion to alter the percentage of Net Revenue paid to Affiliates with no notice. Net Revenue means the gross revenues actually received by Company due to Affiliate’s actions less taxes, refunds, rebates and any discounts given. Payments are made with a one month delay. For example commissions earned in May will be paid out in July to allow time for processing of any refunds or disputes.
If you disagree with any compensation paid in connection with any month, you agree to notify Company within seven days of payment for such month. Otherwise, you agree that any and all claims for underpayment for such month shall be waived. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
4. Account Termination
If Company suspects that Affiliate is engaged in fraud of any kind, Affiliate’s account may be terminated without notice. Affiliates who have had their accounts terminated are not eligible to become affiliates thereafter. Accounts which refer customers using misleading or falsified information will be terminated. Lying to a potential customer in order to persuade them to purchase our products is strictly forbidden. Using illegal means of promotion, including (but not limited to) email SPAM is strictly prohibited. Accounts found to be promoting our products using methods that break the CAN-SPAM Act of 2003 will be immediately terminated and removed from the system.
Only one person may use an account, and each person may only create one account for themselves. Creating multiple accounts is not allowed. Affiliates with multiple accounts will be terminated.
Company reserves the right in its sole discretion, and without any prior notice, to terminate Affiliate’s access to the Affiliate Program for any or no reason, including but not limited to Affiliate’s breach of this Agreement or a violation of the rights of another or the law.
Affiliate warrants and covenants on an ongoing basis that Affiliate’s website(s) and marketing practices:
- Do not violate any law or regulation governing: false or deceptive advertising, sweepstakes, or gambling.
- Do not contain any trade disparagement or libellous, defamatory or infringing content; and do not contain any machine-readable code that could be unintentionally downloaded onto a recipient’s computer (such as a worm, virus, Trojan Horse or other self-executing program) and damage or takeover recipient’s computer.
- Do not offer incentives to users to click on ads or complete offers that award them cash, points, prizes or automatically enter them into contests, drawings or sweepstakes.
- You will not use this affiliate program as a way to obtain discounted purchase of our software – should this be the case, you forfeit your Affiliate Account as well as any and all unpaid commissions.
- Will only be marketed to people who are eighteen or older that are eligible to use the Company’s products.
- Comply with all local, state and federal laws regarding email marketing (CAN-SPAM ACT of 2003). If Company notifies Affiliate of its receipt of any complaint regarding Affiliate’s email practices, or alleged violations of email practices, Affiliate must respond to Company within twenty four hours of such notification and provide source information, including, but not limited to: time, date, IP address, opt-in source, and content of email message.
- Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
- Affiliate’s websites do not contain any materials that are:
- Obscene, or pornographic;
- Offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
- Graphically violent; or
- Solicitous of any unlawful behaviour
- Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s websites. Nothing on Affiliate’s websites infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
- Affiliate will not use the Promotional Materials in any manner other than those set forth above.
- Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
- Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s websites that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its websites, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.
- Affiliate shall not compete directly or indirectly with Company in the sale of third party products or merchandise without the prior written consent of Company, provided that it shall not be a violation of this section for Affiliate to sell Affiliate-branded products or merchandise or products or merchandise previously marketed by Affiliate.
- Affiliates shall not bid on search terms that include PeepSo trademarks when promoting their affiliate links on search engines including, but not limited to: Google, Yahoo and Bing. This includes any search term including the words and phases “PeepSo” and “Your Community. Your Way.”.
Affiliate shall indemnify Company and hold harmless and defend Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth herein. Affiliate shall also indemnify, defend and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
9. Limitation of Liability
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement. COMPANY’S LIABILITY, AND THE LIABILITY OF COMPANY’S SUPPLIERS AND AFFILIATES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, SHALL NOT EXCEED THE TOTAL SUM OF $100.00. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE CONTRACT BETWEEN US AND YOU. Some states do not allow the limitation of liability, so the foregoing limitation may not always apply.
For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The individuals signing this Agreement represent and warrant that they are authorised to bind and do so bind the party on behalf of which they are executing this Agreement.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
12. Applicable Law, Arbitration and Class Action Waiver
This Agreement is entered into in the State of Delaware. This Agreement shall be governed by and construed under the laws of the State of Delaware, excluding that body of law applicable to conflicts of law.
Any claim or controversy arising out of or relating to the Agreement or to any acts or omissions for which you may contend we are liable, including but not limited to any claim or controversy (“Dispute”), shall be finally, and exclusively, settled by arbitration in Dover, Delaware, from which arbitration there shall be no appeal. The arbitration shall be held before one arbitrator under the Commercial Arbitration rules of the American Arbitration Association (“AAA”) in force at that time. The arbitrator shall be selected pursuant to the AAA rules. The arbitrator shall apply the substantive law of the State of Delaware, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. To begin the arbitration process, a party must make a written demand therefore. Each part shall bear its own costs and attorneys’ fees. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in Delaware. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN AFFILIATE AND COMPANY WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND PEEPSO, INC. ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and we otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to any purchaser of all or any substantial portion of its business or assets or to any subsidiary or other affiliate without the prior approval of the other party, provided that the assignee specifically assumes in writing all of the obligations of the assignor. The parties agree that a merger, consolidation or acquisition of a controlling interest in a party shall be deemed an assignment of this Agreement for purposes of this provision.
14. Entire Agreement
This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
Effective Date: January 1st, 2023