1. Promotional Materials
Themeix shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to themeix.com, herein referred to as Themeix’s website, as specified by Themeix.
2. Use of Promotional Materials
The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:
a. Affiliate may not use any graphic, textual or other materials to promote Themeix’s website, products or services other than the Promotional Materials, unless Themeix agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of promoting Themeix’s website (and the products and services available thereon), and for linking to themeix.com.
c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Themeix. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Themeix for such alteration of modification.
d. The Promotional Materials will be used to link only to themeix.com, to the specific page and address as specified by Themeix.
Themeix hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.
4. Intellectual Property
Themeix retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.
5. Relationship of Parties
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Themeix and Affiliate. Affiliate shall provide services for Themeix as an independent contractor. Affiliate shall have no authority to bind Themeix into any agreement, nor shall Affiliate be considered to be an agent of Themeix in any respect.
Affiliate commissions terms, conditions and specifications:
a. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Themeix shall pay to Affiliate a commission (the “Commission”) in the amount of fixed price or a percentage of product sold to a user through a link on Affiliate’s website. The commission for each product is mentioned on their individual websites / pages. This percentage is subject to change by Themeix at any time. Notification to Affiliate of any change in commission percentage will be given by Themeix at the email address on hand for the Affiliate. Commission will be based on purchases made by the Affiliate referred customer for any new purchases. Commission payments do not apply to purchases made directly by Affiliate. Transactions that result in refunds or chargebacks will not be paid out.
b. Themeix shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on the member page. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Themeix within 14 days of discovering such discrepancy.
c. Themeix shall pay all Commissions accrued and payable to Affiliate within 7 days of the payout request by affiliate’s. Payment is made via the Affiliate PayPal account and email address on file. The minimum amount required for the payout is $50 USD.
e. Affiliates are not allowed to buy stuff through their own affiliate link.
f. Affiliates are not allowed to present any kind of cashback scheme, bonus initiative, coupon discount or claim that customers can get any sort of discount by purchasing through their affiliate link.
g. In the event that Affiliate materially breaches this Agreement and Themeix terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Themeix shall not be obligated to pay such Commissions to Affiliate.
7. Affiliate’s Representations and Warranties
Affiliate represents and warrants the following:
a. 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.
b. Affiliate’s website does not contain any materials that are:
- Sexually explicit, obscene, or pornographic;
- Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
- Graphically violent, including any violent video game images
- Solicitous of any unlawful behavior; or
- Solicitous of any misleading behavior (i.e. invalid, expired coupons, promotions, or discounts)
- Solicitous offers, cash incentives on purchase through the affiliate link.
c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website 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.
d. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
e. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
f. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Themeix or themeix.com unless Themeix gives prior written consent to the distribution of such materials. Affiliate will not use Themeix’s name (or any name that is confusingly similar to Themeix’s name / it’s products / services) for any purpose on its website, in its promotional materials, or in any other context except to promote themeix.com as specified in this Agreement. Affiliate will not register any domain name that incorporates Themeix’s name, or that is confusingly similar to Themeix’s name.
g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Themeix / it’s products / services or themeix.com.
h. If the affiliate is using clocked links that redirect users to our website, the redirection method MUST BE 301 redirects.
i. PPC bidding is NOT allowed without prior written permission.
8. Coupon and Deal Sites
Themeix occasionally offers a coupon to select affiliates and to our newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon:
- Affiliates should NOT list coupon codes or discounts that are NOT exclusively provided to them.
- Affiliate should NOT promote any other coupon codes found elsewhere online.
- In case the affiliate needs an exclusive coupon, he/she should contact us.
- Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific affiliate.
- Affiliates should not mention misleading phrases implying coupons are available.
- Affiliates should not promote an outdated/expired coupon. It is the responsibility of an affiliate to keep information updated.
- Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific saving by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
- The user must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
- Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.
Affiliate shall indemnify Themeix and hold harmless Themeix from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Themeix 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 Themeix under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Themeix Information.” Affiliate may not disclose any Confidential Themeix Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Themeix.
Themeix reserves the right to terminate any Affiliate account at any time, for any violations of this agreement or no reason.
Themeix shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Themeix as set forth in this Agreement. Themeix shall not withhold any taxes from the Commissions paid to Affiliate.
13. Limitation of Liability
Themeix 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 Themeix 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.
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.
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.
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
17. Entire Agreement
This Agreement constitutes the entire agreement between Themeix 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.