|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
|Additional terms||Affiliate Rules: Payouts only awarded on a converted paying subscriber, No incentivized traffic, No leveraging the YogaClub audience, No Bidding on branded keywords, No social ads, YogaClub has the right to deny any payouts if acquired outside of T&Cs. No posting referral link on any Facebook posts within the comments.|
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND YOGA CLUB,
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in YogaClub.com's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the YogaClub.com web site. Please note that throughout this Agreement, "we," "us," and "our" refer to YogaClub.com, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the refersion.com server. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "YogaClub" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are YogaClub.com or any other affiliated business.
2.2. As a member of yogaclub.com's Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the yogaclub.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. yogaclub.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3. yogaclub.com Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the yogaclub.com Affiliate Program.
3.2. yogaclub.com reserves the right to terminate this Agreement and your participation in the yogaclub.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the yogaclub.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, yogaclub.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and yogaclub.com's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in yogaclub.com's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6.1. yogaclub.com uses a third party to handle all of the tracking and payment. The third party is the refersion.com affiliate network. Kindly review the network’s payment terms and conditions.
6.2. YogaClub will not pay or compensate Affiliates in any way for leads or acquisitions that have been received and rejected for any reason, including but not limited to leads or actions developed after an action cap has been met, flight dates have expired, duplicates, invalid data, incomplete data, or fraudulent data, or for leads or acquisitions that have been determined by Yogaclub, in its sole discretion, to be duplicates, invalid, incomplete or fraudulent.
6.3. In the event that the Affiliate has already received payment for such leads or acquisitions, YogaClub reserves the right to seek credit, repayment or remedy from future earnings or to demand reimbursement from the Affiliate. Affiliates and YogaClub acknowledge that any leads rejected as not Valid Sign-Ups may be retained and marketed by the Advertiser and/or YogaClub, to the extent possible. The Action price designated to Affiliates for Valid Sign-Ups already includes compensation for such invalid data.
6.4. Payment schedule. Payment to Affiliates will be based on monthly revenue shown in the system following any reasonable and necessary audit, factoring, adjustments for false or fraudulent actions, or other adjustments. YogaClub reserves the right to set campaign rates, which may vary with market conditions. Affiliates typically will be paid within 30 days from the last business day of each month in which earnings are accrued. Affiliates shall not invoice YogaClub; all Affiliates invoices are discarded. Affiliates will be paid at the account level. All accounts will be settled in US Dollars ($US). No check will be issued for any amount less than $100US ("Minimum Payment Threshold"). All unpaid earnings will rollover to the next pay period. Any Affiliates account that goes unpaid for six months becomes subject to immediate cancellation by YogaClub. If Affiliate has not reached the Minimum Payment Threshold, Affiliate will be charged an administrative fee representing YogaClub's cost of establishing and maintaining Affiliates account; such fee to be any balance remaining in Affiliates account if they have not met the minimum threshold amount. By participating in the service, Affiliates assume complete and sole responsibility for any taxes owed as a consequence of participation in the service. Affiliate must have on file with YogaClub a completed and accurate W-9 (for US-based Affiliates) or a completed and accurate W-8 (for non-US-based Affiliates). Affiliate payments will be withheld until the appropriate taxation documents are received by YogaClub. If the required tax documents are not on file with YogaClub within three months of the date of a scheduled payment, YogaClub may charge a monthly administrative fee, representing YogaClub's cost of establishing and maintaining Affiliates account, equal to 25% of the original balance. All payments are based on actuals as defined, accounted and audited by YogaClub. YogaClub reserves the absolute right to withhold payment from accounts or Affiliates that violate any of the terms and conditions set forth herein. Revenue payment amounts displayed in the system may not include a small reserve of compensation being withheld to cover future or potential chargebacks, or other discrepancies that may or may not have been discovered in the previous months. YogaClub will determine, in its sole discretion, whether acts or omissions are deceptive, fraudulent or violate this Agreement. Examples of such acts may include, without limitation, Clicks without referring URLs, high numbers of repeat Clicks, Clicks from non-approved root URLs, and fraudulent transactions.
6.5. Breach or Fraud. If Affiliate violates this Agreement or refuses to fulfill its responsibilities, or commits fraudulent activity, YogaClub reserves the right to withhold payment and take appropriate legal action.
6.6. Calculation. Calculation of Affiliates earnings shall be in YogaClub's sole discretion. In the event Affiliates disagrees with any such calculation, Affiliates shall send a written request with in 24 hours of the contested action occurring or in the case of omission, the omission event to YogaClub detailing, with specificity, Affiliates concerns. Thereafter, YogaClub will provide Affiliates with an explanation or, if such calculation is determined by YogaClub to be incorrect, an adjustment. No amendments will be allowed following the designated dispute resolution timeframe. YogaClubs calculations shall be final and binding.
7. Access to Affiliate Account Interface
You will create a password so that you may enter Refersion secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions yogaclub.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by yogaclub.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote yogaclub.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote yogaclub.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from yogaclub.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the yogaclub.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as yogaclub.com, YogaClub, www.YogaClub, www.yogaclub.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from YogaClub’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in YogaClub’s service).
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited YogaClub’s site (i.e., no page from our site or any yogaclub.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of YogaClub site in IFrames, hidden links and automatic pop ups that open yogaclub.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8.5. The following additional terms apply to all email campaigns conducted under this Agreement.
8.6. Affiliates represents and warrants that they will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications.
8.7. Email. Affiliates shall not: (1) use any name other than Affiliates in the "from" box when sending an email to a consumer; using any other name, including but not limited to YogaClubs name or the Advertiser's name, is prohibited and will result in non-payment and immediate termination; (2) use deceptive subject lines, including but not limited to claims that "You Have Won," "Your Order is Waiting" or "Order/Offer Confirmation" unless the recipient indeed has won some prize, has an order waiting and need not take any further steps to claim this prize or order, or the email truly is confirming a prior exchange or transaction with the consumer; (3) send any commercial email to any person who has requested not to receive email from Affiliates and/or Advertiser; or (4) use any name contained in YogaClubs suppression list for any purpose other than as expressly provided herein. Affiliates understands that upon doing so it automatically forfeits the right and claim to any revenue generated for its account, and Affiliates account will be immediately terminated. All email campaigns must be conducted in accordance with the terms of Exhibit A to this Agreement.
8.8. YogaClub has a strict policy against sending unsolicited commercial email ("UCE"), commonly referred to as "Spam." Affiliates warrants and represents that all email Ads delivered under this Agreement will be to permission-based subscribers who either have (i) given Affiliates (or a third-party) express consent to allow Affiliates to send them such email messages in response to a clear and conspicuous request for such consent or at the recipient's own initiative; or (ii) with whom Affiliates has a prior business relationship; and the collection of such email addresses was in full compliance with all applicable laws. YogaClub prohibits marketing to any email addresses that were acquired through an "opt-out" process without sending a confirming email to such addresses. Any claims against YogaClub from recipients of the email Ads that such email Ads constitute UCE will be directed to Affiliates and Affiliates will make reasonable efforts to satisfactorily resolve the issue with the recipient.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of yogaclub.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of yogaclub.com and the good will associated therewith will inure to the sole benefit of yogaclub.com.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
YOGACLUB.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING yogaclub.com SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF yogaclub.com ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.
11. Representations and Warranties
You represent and warrant that:
11.1. 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;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL YOGA CLUB.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless yogaclub.com, and its 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 affiliate trademarks infringes 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 site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and yogaclub.com. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.