|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
|Additional terms||Percentage does not include applicable sales tax or shipping/handling fees per order.|
Website Affiliate Agreement
This agreement (the “Agreement)
is made between WallMasque Stencil Company, DBA and the Affiliate, and
collectively, the “Parties” for participation in The Company’s affiliate
program. If Affiliate does not want to participate in the affiliate program,
please disregard the following agreement.
Affiliate wishes to include
certain materials promoting Company, and to include a link to Company’s website
within those materials on Affiliate’s website;
NOW THEREFORE, in consideration
of the mutual promises, covenants, warranties, and other good and valuable
consideration set forth herein, the Parties agree as follows:
1. Promotional Materials.
Company 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 Company’s website, as specified by Company.
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
a. Affiliate may not use any
graphic, textual or other materials to promote Company’s website, products or
services other than the Promotional Materials, unless Company agrees to such
other materials in writing prior to their display.
b. Affiliate may only use the
Promotional Materials for the purpose of promoting Company’s website (and the
products and services available thereon), and for linking to Company’s website.
c. Affiliate will not alter,
add to, subtract from, or otherwise modify the Promotional Materials as they
are prepared by Company. If Affiliate wishes to alter or otherwise modify the
Promotional Materials, Affiliate must obtain prior written consent from Company
for such alteration of modification.
d. The Promotional Materials
will be used to link only to Company’s website, to the specific page and
address as specified by Company.
3. License. Company 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.
Company 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 Company and Affiliate. Affiliate
shall provide services for Company as an independent contractor. Affiliate
shall have no authority to bind Company into any agreement, nor shall Affiliate
be considered to be an agent of Company in any respect.
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, Company shall pay to
Affiliate a commission (the “Commission”) in the amount of a percentage of
product sold to a user that accesses Company’s website through a link on
Affiliate’s website. The current percentage posted is 25%. This percentage is
subject to change by the Company at any time. Notification to Affiliate of any
change in commission percentage will be given by Company at the email address
on hand for the Affiliate. Commission will be based on purchases made by a user
for any new and recurring purchases for the life of the registered user.
b. Company 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 at: https://wallmasque.refersion.com/affiliate. 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 Company within 14 days of discovering such discrepancy.
c. Commissions are held for a
period of 2 months from any purchase to protect Company in the event of
any chargeback that may occur. Company shall pay all Commissions accrued and
payable to Affiliate within 7 days of the first day of each month (the
“Commission Payment Date”). If on any Commission Payment Date, the amount of
total Commissions accrued and payable to Affiliate is less than $10.00, then
such accrued and payable balance shall be held over to the following month, and
paid together with the Commissions due for that month. If at any time, the
balance of accrued and payable Commissions is held over for 2 consecutive
months, then Company shall pay all accrued and payable Commissions to Affiliate
in the third month, regardless of the total amount owed. Payment is made via
the Affiliate PayPal account
d. In the event that Affiliate
materially breaches this Agreement and Company terminates this Agreement within
30 days of such breach, then any accrued and payable Commissions owing to
Affiliate shall be forfeited, and Company shall not be obligated to pay such
Commissions to Affiliate.
Affiliate’s Representations and Warranties. Affiliate represents and warrants
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:
i. Sexually explicit, obscene,
ii. Offensive, profane,
hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory
(whether based on race, ethnicity, creed, religion, gender, sexual orientation,
physical disability, or otherwise);
iii. Graphically violent,
including any violent video game images; or
iv. Solicitous of any unlawful
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
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 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 website, 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.
g. Affiliate will not engage in
the distribution of any unsolicited bulk emails (spam) in any way mentioning or
referencing Company or Company’s website.
8. Indemnification. Affiliate
shall indemnify Company and hold harmless Company 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 Company for any damage, loss or other cost arising
out of the use or misuse by Affiliate of the Promotional Materials.
Confidentiality. 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.
a. This Agreement shall take
effect immediately, and shall remain in full force and effect indefinitely, or
until terminated pursuant to this Section 10.
b. Either Party shall have the
right to terminate this Agreement at any time and for any cause. The terminating
Party must give written notice to the other Party at least 30 days prior to the
intended date of termination.
11. Taxes. 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.
12. 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.
Counterparts. 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.
Severability. 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.
Headings. The headings for section herein are for convenience only and shall
not affect the meaning of the provisions of this Agreement.
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.