Affiliate Agreement - GiftCards.com
This Agreement, made and entered by and between GiftCards.com. which are referred to herein individually or together as "GiftCards.com", or "we"," us" and you, the affiliate ("you" or "affiliate"), contains the complete terms and conditions that apply to your participation in the GiftCards.com Affiliate Program (the " Affiliate Program" or "Program").
1. Terms of the Agreement
The term of this Agreement will begin upon our acceptance of your affiliate application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Delivery of notice of termination via e-mail is considered written and an immediate form of notification. We may terminate you from the Program in our sole discretion. You are only eligible to earn commission on sales occurring during the term.
You must use a valid email through which you can be reached to participate in the GiftCards.com Affiliate Program. If you do not, your account will be deactivated.
2. Compensation Defined
a. Commission based. For a sale which GiftCards.com makes as a result of a direct referral by an affiliate, that affiliate will receive a commission based on the dollar amount of each applicable product sold.
A commission fee will only be paid to an affiliate after the customer has made payment in full to GiftCards.com for the sale. Any sale returns or credits will function in the same manner, but as a deduction to the commission due to the affiliate. Volume incentive payments may be paid at our discretion.
Upon termination of this Agreement , you will immediately cease use of, and remove from your site, all links to our site, and all GiftCards.com trademarks, trade language, and logos, and all other marketing materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
4. Modifications to the Agreement
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available commission structure, fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
5. Eligibility in the Program
Employees of GiftCards.com, its subsidiaries, parent companies or sister companies and the immediate family members of such employees are not eligible to participate in the GiftCards.com Affiliate Program.
6. Enrollment in the Program
To begin the enrollment process, you will submit a complete application from our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. If we reject your application, you are welcome to reapply to the program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the program, we may terminate this agreement.
Your site should:
- a) Generate sufficient traffic to our websites;
- b) Attract a customer base who may be interested in Gift Cards.
- c) Not promote inappropriate or illegal pornographic or sexual materials.
- d) Not promote violence such as: fire arms, terrorists organizations and/or related sites;
- e) Not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- f) Not promote illegal activities such as: drugs, contraband, and/or related sites;
- g) Not promote political organizations, gambling/casino, and/or related sites;
- h) Not violate the intellectual property rights of GiftCards.com.
- i) Be based in the US, and Only drive US based traffic.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.
If you commit fraud or falsify information in connection with the sale of GiftCards.com products through the links on your site, this Agreement will be terminated immediately. In addition, you will be liable to GiftCards.com for any and all damages that GiftCards.com suffers as a result of such actions. You will also be responsible for returning to GiftCards.com all commissions received for fraudulent/falsified members, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.
9. Limitation of Liability
We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement, even if we have been advised of the possibility of such damages. Further, the aggregate liability of GiftCards.com for any claim whatsoever relating to this Agreement shall not exceed the highest amount of commission for one calendar month previously paid to you under this Agreement.
10. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between parties. 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 otherwise, that reasonably would contradict anything in this Section. GiftCards.com may cite your name or URL in connection with your participation in the program in materials including but not limited to postings on our site, newsletters, advertisements, and other communications.
11. Payment to Affiliates
- a) Commissions will be paid by means of a company check. No other payment options are available at this time.
- b) Commissions will be paid in U.S. dollars only.
- c) Commission checks will be made payable to the order of the person and/or company name designated on the affiliates application at the time of sign-up. Absolutely no exceptions will be made to this rule.
- d) Commissions are accrued on a 30/31 day calendar month. Failure to provide GiftCards.com with a correct address, or if checks mailed to You are returned to GiftCards.com, will result in forfeiture of any amounts otherwise due to You hereunder. You can update your payment information easily inside the Tracking Administration area, or send updated information to affiliates@GiftCards.com. Any attempt by an affiliate to manipulate, falsify or inflate Referrals, to defraud GiftCards.com or to violate the terms of this Agreement constitutes immediate grounds for GiftCards.com to terminate this Agreement and will result in forfeiture of any amounts otherwise due to You hereunder.
- e) Commissions are calculated based on the achieved number of sales for that month. All sales are verified.
- f) Commissions are paid on a monthly basis when the affiliate's account has reached a minimum threshold of $15.00. Accounts with a balance of less than $15.00 will roll over to the next month.
- g) Commission payments to the affiliate will be mailed by the 15th day of the month. Should the 15th day fall on a weekend, checks & payments will be processed on the next business day.
- h) No commission will be paid if for any reason an affiliate's referred visitor returns or cancels an order. If the affiliate has already received commission for a returned or canceled order, the earned commission will be reversed from the affiliate's account. If an exchange is made from an order and results in a lesser sale amount, the earned commission will be reversed from the affiliate's account. The new commission amount will then be reflected. If an exchange is made from an order and results in a greater sale amount, the additional earned commission will be added to the affiliates account.
12. Tracking of Sales
GiftCards.com will be solely responsible for tracking sales made to customers who follow an affiliate's links using a proprietary tracking interface. An affiliate will be solely responsible for ensuring that its links are formatted properly and maintained in a manner, which allows GiftCards.com to track such sales. No commission shall be paid if the application cannot be tracked by GiftCards.com or if the customer accesses the GiftCards.com site other than through the affiliate's links.
13. Order Processing
GiftCards.com will process orders placed by customers who follow links from your site to the GiftCards.com site. GiftCards.com shall be responsible for product payments, returns and related customer service issues. GiftCards.com reserves the right, in its sole discretion, to reject an order.
14. Responsibilities of Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.
You are solely responsible for:
- a) The technical operation of your site and all related equipment;
- b) The accuracy and appropriateness of materials posted on your site (including, among other things, all GiftCards.com product-related materials);
- c) Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, copyrights, trademarks, privacy, or other personal or proprietary rights);
- d) Ensuring that materials posted on your site are not libelous or otherwise illegal.
We disclaim all liability for these matters listed in 14. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney's fees and court costs) relating to the development, operation, maintenance, and contents of your site.
16. Limited License
We grant you a nonexclusive, nontransferable, revocable right to access our site through the links solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to our site, solely for the purpose of identifying your site as a participant in the Program and assisting in increasing traffic to GiftCards.com. You may not alter, modify, or change the links in any way. You are only entitled to use the links to the extent that you are a member in good standing of the GiftCards Affiliate Program. We may revoke your license anytime by giving you written notice.
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to GiftCards.com and receiving our consent.
18. Anti-Spam and Email Marketing Policy
Spamming is strictly prohibited. Federal law, the "CAN-SPAM ACT of 2003" 15 U.S.C. 7701-13, 18 U.S.C. 1037 (the "ACT"), affects how you send email messages under our Affiliate Program. Any affiliate that sends commercial e-mails advertising our products and services must comply with the ACT's requirements.
ALL email ads produced by affiliates to promote GiftCards.com products MUST adhere to these laws and MUST be sent to Affiliate Manager for approval at: affiliates@GiftCards.com. Some of these requirements are as follows:
- a) UNSOLICITED COMMERCIAL E-MAILS. Any unsolicited commercial e-mail advertising our products and services must include: (1) a conspicuous identification of the message as an advertisement or solicitation; (2) notice that the e-mail recipient may choose not to receive additional e-mails regarding our products and services; the opt-out mechanism must be available for at least 30 days after the transmission of the original e-mail and you or any party working on your behalf must honor any such opt-out requests within 10 days of the request. You may not sell or otherwise transfer to anyone else the e-mail addresses of those persons choosing not to receive additional e-mails.
- b) ALL COMMERCIAL E-MAILS. You are prohibited from sending any solicited or unsolicited commercial e-mails advertising GiftCards.com products and services that contain: (1) Materially false or misleading header information; (2) header information that fails to accurately identify the computer used to originate the message in an attempt to disguise the origin of the e-mail; (3) header information that is technically inaccurate, but includes an originating e-mail address, domain name or IP address obtained through false or fraudulent means; (4) false or misleading subject headings.
- c) PROHIBITED COMMERCIAL ACTIVITIES. You are prohibited from engaging in the following predatory and abusive commercial activities:
- sending commercial e-mail messages using e-mail addresses obtained through an automated means from an internet website or proprietary online service operated by another person who had agreed not to give, sell or otherwise transfer the recipients' information to another party;
- sending commercial e-mail addresses obtained through an automated means that generates possible electronic mail addresses by combining names, letters, or numbers into numerous permutations;
- using a computer without authorization to send e-mail messages that violate the anti-spam law; (4) using a computer to relay or retransmit e-mail messages, with the intent to deceive or mislead recipients, or any internet access service, as to the origin of such messages;
- using a script or other automated means to register for e-mail accounts or online user accounts from which commercial e-mail advertisements that violate the ACT will be forwarded.
The information on the ACT provided herein is solely a brief synopsis of some of the major requirements of the Act and is not legal advice. You and your attorney are responsible for reading and interpreting the ACT and all applicable anti-spam laws and regulations. You shall comply with any and all regulations, statutes and applicable laws related to e-mail and/or electronic communications including, but not limited to, the ACT. The practice of spamming and/or infringement of the Can-Spam Act of 2003 is a violation of our Policies and Procedures and of the terms of this Agreement and we will take action in our sole discretion against affiliates/partners engaging in spamming or non-compliant mailings. These actions may include one or more of the following:
In the event GiftCards.com receives one (1) or more spamming complaint(s), the affiliate's account will be immediately suspended while we investigate the complaint(s), and commissions will not be tracked during that time. All funds due will be withheld pending our investigation into your account.
In the event GiftCards.com determines, in its sole discretion, that spamming did occur, you will be subject to removal from the GiftCards.com Affiliate Program, termination of your affiliate account and forfeiture of any pending commissions or CPA payout compensation.
You also agree to indemnify, defend and hold GiftCards.com harmless, as well as its agents and affiliated companies or business entities, from any cost, expense, lawsuit, claim, or liability of any nature whatsoever arising out of any breach of your obligations contained herein.
19. Anti-Predatory Policy
- a) No affiliate will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Web users' access, view or usage of, or other aspect of the Web users' experience at, any affiliates webpage (as defined below) in a manner that causes or otherwise results in a different experience from that was otherwise intended by such affiliate;
- b)No Affiliate will block, alter, direct or redirect, or substitute, insert or append itself to, or otherwise intercept or interfere in any manner with, any click-through or other traffic-based transaction that originated from an affiliate webpage (including without limitation any return visit to GiftCards.com to which such click-through or other traffic reached or intended to reach) with the result of reducing compensation or other payment earned by or owing to an affiliate or increasing any payment obligation of GiftCards.com with respect to any individual transaction.
20. Affiliate Keyword Bidding Policy
Affiliates may not bid on any of our Trademarked name, GiftCards.com or GiftCards.com. This policy also extends to misspellings or variations of our names. For example, affiliates cannot bid on the following: gift-cards.com, giftcard.com or any other variations.
Affiliates may use any other keywords on any Pay Per Click Search Engine to promote GiftCards.com products.
21. No Auto Cookie Setting Allowed
You agree not to auto-set a cookie on the user's browser in any way. Auto-setting cookies or causing forced clicks by way of popups or popunders that open the merchant's site without a click, framing techniques, redirects, or any other means is not allowed. We reserve the right to expire publishers that are using any type of auto-cookie setting. If you are unclear as to what constitutes auto cookie setting, please contact affiliates@GiftCards.com for clarification.
We make no express or implied warranties or representations with respect to the GiftCards.com Web site or the GiftCards.com Affiliate Program (including, without limitation, warranties of fitness, merchantability, no infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). 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.
The laws of the United States and the State of Pennsylvania will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Pennsylvania and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes any prior agreements and understandings, both written and oral, which may have existed or exist between the parties with respect to the subject matter hereof. You may not modify this Agreement.
24. Independent Investigation
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.
25. Proper Age
BY ACCEPTING THIS CONTRACT, YOU CONFIRM YOU ARE AN ADULT OF AT LEAST 18 YEARS OF AGE (19 OR 21 WHERE APPLICABLE).