Affiliate Agreement Terms and Conditions
Effective Date: September 30th, 2019
Primary Website: https://www.polarprofilters.com
THE AGREEMENT: This Affiliate Agreement (hereinafter called the "Agreement") is provided by Polar Pro Filters, Inc., hereinafter referred to as “PolarPro” or the "Company." Our primary website is located at the address listed above. The Agreement is a legal document between you and the Company that describes the affiliate relationship we are entering into. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire, because each of the terms of this Agreement are important to our working relationship.
The parties referred to in this Agreement shall be defined as follows:
a) Company, Us, We: As we describe above, we'll be referred to as PolarPro or the Company. Us, we, our, ours and other first-person pronouns will also refer to PolarPro, as well as all employees or legal agents of the Company.
b) You, the Affiliate: You will be referred to as the "Affiliate." You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."
d) Affiliate Program: The program we've set up for our affiliates as described in this Agreement.
e) Affiliate Application: The fully completed form which must be provided to us for consideration of your inclusion in the Affiliate Program.
f) Website: The primary website we've noted above will be referred to as Website.
2) ASSENT & ACCEPTANCE
By submitting an application to our Affiliate Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our Affiliate Program. This Agreement specifically incorporates by reference any Terms, Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.
3) AGE RESTRICTION
You must be at least 18 (eighteen) years of age to join our Affiliate Program or use this Website. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally assent to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.
4) PROGRAM SIGN-UP
In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join. The Affiliate Application may be found at the following website: https://www.polarprofilters.com/pages/register-affiliate-account
Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and are the exclusive decision-makers on Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable period of time please consider your application rejected.
If your Affiliate Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility in the Affiliate Program.
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.
6) AFFILIATE PROGRAM
After acceptance into the Affiliate Program, you must ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account which we may use to post payment). PolarPro offers direct transfer to a bank account or Paypal as payment options. Payment information can be provided here.
Please be advised the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
Clicks: We will provide you with a specific link or links, personalized to you as an Affiliate, for your promotion (collectively, "Click Link"). The Click Link will be keyed to your identity and will send online users to the PolarPro's website or websites. You hereby agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Click Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by us and to display the Click Link prominently on your website, social media websites, and other platforms, as described in your Affiliate Application (collectively, the "Affiliate Site").
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.
Affiliate might or might not be assigned to one coupon code with details and usage clarified on Dashboard. If customer 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.
Affiliate may also advertise merchant website on online channels such as Facebook, Instagram,... or offline classified channel ads, magazines, and newspapers.
No cookie stuffing: You agree not to use cookie "stuffing," or other techniques which may incorporate a tracking code without specific knowledge of the online user.
Promotional Content: All content displayed on the Affiliate Site or otherwise used in connection with the Click Links must be approved by PolarPro. Images provided in the Secomapp dashboard are approved by PolarPro for use.
Commission Rate: Each time a user clicks on the Click Link on the Affiliate Site and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following amount: 10% of the purchase price paid by the customer. The purchase price does not include tax, shipping, or other ancillary and variable costs paid by the customer.
Each time a user clicks through the Link posted on the Affiliate Site and makes a purchase and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following specific amount: 10% of the purchase price paid by the customer.
7) SPECIFIC TERMS APPLICABLE
We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
Processing and fulfillment of orders will be our responsibility. We will also provide real-time data regarding your account with us through your Secomapp dashboard.
As described above, in order to be eligible for payout, user clicks must be "Qualified Purchases." Subject to provision 7.1, Qualified Purchases are:
a) Clicks arriving to our website or websites through properly formatted links on the Affiliate Site;
c) Clicks arriving to our website which relate to one specific user;
d) A purchase is made by the customer within 30 days of the click; and
e) Not clicks sent by a bot or other automated web program.
7.1) Cancelled or Refunded Orders
Canceled orders or refunded orders are not Qualified Orders.
Canceled orders are orders canceled by a customer after the purchase price has been paid, but before the product is received by the customer.
Refunded orders are orders in which the customer receives the product but returns the product for a refund within 60 days under PolarPro’s Return Policy.
8) PAYOUT INFORMATION
Payouts will only be available when PolarPro has your current address information as well as accounting and tax documentation. Affiliates with permanent residence in the United States must fill out a W9 tax form. Affiliates residing outside the United States must fill out a W8 tax form.
All payments will be made through PayPal. PayPal information can be provided through your Secomapp dashboard.
For any changes in your address or accounting information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible.
Commission will accrue monthly. Payouts will be made on the first Monday of each month for the previous months accrued commission.
We explicitly reserve the right to change payout information at our sole discretion. If we do so, you will be notified.
You must notify PolarPro of any disputes as to the payout within 30 days of receiving the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
Publication of Payment Information
You shall not share any information on a public forum related to the commission amounts you have earned or expect to earn from this affiliate program.
Public forum means any website, social media platform, or other venue or platform accessible by third-parties for free or by subscription.
You may log into your Secomapp account to review reports related to your affiliation, such as payout reports and Qualified Purchase information. Please be advised, however, that not all listed qualifying purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payout.
All click through and purchase tracking will be done by Secomapp: Affiliate Marketing.
Your affiliate link includes a 30-day tracking cookie. This means that if a user clicks on your affiliate link posted on your website you will be credited with the referral as long as the user makes a purchase within 30 days of the click.
Your affiliate link includes a 30-day tracking cookie. This means that if a user[JS1] clicks on your affiliate link posted on your website you will be credited with the referral as long as the user makes a purchase within 30 days of the click-through.
Cookies are used 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.
The tracking day will start from the time a customer clicks on the affiliate’s link or use 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) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Affiliate Program. It can be terminated by either Party at any time with or without cause.
PolarPro reserves the right to terminate this program at any time, with or without notice to the Affiliate.
You may only earn payouts if you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination.
If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
All of Affiliates warranties and other obligations under this Agreement shall survive termination of this Agreement.
Upon termination of the Affiliate, no further activity from links will be tracked, and therefore, no further commissions due.
11) INTELLECTUAL PROPERTY
You agree that the intellectual property owned by PolarPro includes all copyrights, trademarks, trade secrets, patents, and other intellectual property created by PolarPro("Company IP").
Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Affiliate Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Affiliate Site to send customers to the Affiliate links we provide. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are an Affiliate in good standing with us.
Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.
You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our Affiliate Program.
12) MODIFICATION & VARIATION
PolarPro may, from time to time and at any time, modify this Agreement. You agree that the PolarPro has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement become effective immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below.
a) To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law or arbitrator, you agree that any prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations.
13) RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of PolarPro and will remain so at all times.
PolarPro will not withhold or pay any payroll, income, or other taxes on behalf of the Affiliate. As an independent contractor, the Affiliate is responsible for reporting and paying all taxes on commission income and any other benefits accrued from PolarPro.
14) ACCEPTABLE USE
You agree not to use the Affiliate Program or PolarPro for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business of PolarPro.
a) You further agree not to use the Affiliate Program:
I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
II) To violate any intellectual property rights of the Company or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
15) AFFILIATE OBLIGATIONS & FTC COMPLIANCE
You are responsible for ensuring operation and maintenance of the Affiliate Site, including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.
We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Affiliate Program.
We require all of our Affiliates to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that affiliate relationships, such as the relationship between you and PolarPro, be disclosed to consumers.
You are required to post a conspicuous notice on your website regarding the Affiliate Program. The notice does not have to contain the precise words as the example given below, but should be similar:
“We engage in affiliate marketing whereby we receive funds through clicks to our affiliate program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.”
We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects.
If we find you are not in compliance with any of the requirements of this subpart, we may terminate our relationship with you at our sole and exclusive discretion.
16) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;
b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
17) DATA LOSS
The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Affiliate Program is at your own risk.
PolarPro will have no liability for any matter directly or indirectly relating to creation, maintenance, or operation of the Affiliate Site.
You agree to fully indemnify, defend, and hold PolarPro harmless from any claims, suits, demands, actions, proceedings, judgments, costs, and expenses (including attorneys’ fees) with respect to any loss, accident, injury, damage, cost, and expense arising from: 1)The Talent’s breach of the foregoing representations and warranties, 2) any other failure of The Talent to perform its obligations under this Agreement, or 3) content on the Affiliate Site.
You agree that PolarPro may select its own legal counsel and may participate in its own defense, if it so wishes.
19) SPAM POLICY
You are strictly prohibited from using the Affiliate Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
20) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
21) SERVICE INTERRUPTIONS
The Company may need to interrupt your access to the Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that PolarPro shall have no liability for any damage or loss caused as a result of such downtime.
22) NO WARRANTIES
You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis. PolaPro hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Affiliate Program is your sole responsibility and that PolarPro is not liable for any such damage or loss.
23) LIMITATION ON LIABILITY
PolarPro is not liable for any damages that may occur to you as a result of your participation in the Affiliate Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one hundred ($100) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
24) GENERAL PROVISIONS:
A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Affiliate Program, you agree that California law shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Orange County, California. The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.
C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Orange County. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of California. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by PolarPro will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
H) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: firstname.lastname@example.org.
Personal Information Controller
Any personal information provided to or gathered by PolarPro or Secomapp under this Privacy Notice will be stored and controlled by Secomapp (the data controller).[JS1]
Information collected from Merchants
When PolarPro uses the app, we are automatically able to access certain types of information from your Shopify account such as email, first name, last name, shop information (shop domain, shop currency, shop address, etc.). Secomapp collects this information to provide you with our Services; for example, to confirm your identity, contact you, provide customer support when you contact Secomapp, provide you with advertising and marketing activities.
Information collected from Affiliates
When an Affiliate signs up to join a program, Secomapp collects some information to inform merchants. This information includes email, personal information, payment details and social network information. The information helps PolarPro evaluate affiliate background and potential, along with process specific activities within the app and contact affiliate if needed.
Information collected from Customers when visiting PolarPro’s website
In order to track referral order, when customers visit PolarPro’s website and make a purchase, Secomapp system will collect information of order such as total order, order items, order ID.
“Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier.
Cookies are created when a user's browser loads a particular website. The website sends information to the browser which then creates a text file. Every time the user goes back to the same website, the browser retrieves and sends this file to the website's server.
For more information about cookies, including how to disable them, visit allaboutcookies.org.
We may also disclose your personal information to any third party with your prior consent.
Use of Secomapp app by Children
Secomapp is not intended for children. If you are under 18, you may use the affiliate marketing system only with the supervision of your parent or guardian.
Secomapp understands that you have rights over your personal information, and takes reasonable steps to allow you to access, correct, amend, delete, port, or limit the use of your personal information. If you are using the system and wish to exercise these right, please contact Secomapp through email@example.com. You may be required to provide acceptable verification of your identity before access to such information is given.
If you are an affiliate and wish to exercise these rights, please contact the merchant you interacted with directly — we serve as a processor on their behalf, and can only forward your request to them to allow them to respond.