AFFILIATE PROGRAM AGREEMENT
Last updated: 2024-12-25
PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the “Affiliate”) and us (“DazzMart”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.
The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.
Changes
We periodically update these terms. Additionally, we reserve the right to replace these terms entirely if, for instance, there are changes to the Affiliate Program, its termination, or its integration into an existing program. It is important that you regularly review this Agreement to stay fully informed about any updates. If you do not agree with the updates or replacements, you have the option to terminate the agreement, as described below.
Definitions
“The DazzMart Affiliate Program” refers to the promotional program provided to partners by us (hereinafter referred to as “DazzMart,” “we,” or “our”) through this Agreement. Partners can promote our products by participating in the Affiliate Program and utilizing specific Affiliate Links.”
“Affiliate Area” refers to the area where you log into your account that we make available to you upon your acceptance into the Affiliate Program and view your referral statistics, generate Affiliate Links, and view your earnings.
“Affiliate Tool” refers to the tool provided in the Affiliate Area for your participation in the Affiliate Program.
“Affiliate Link” refers to the exclusive referral link provided by us to partners through the affiliate tool for tracking potential customer activities.”
“Customer” refers to the actual user who purchases DazzMart products through an Affiliate Link, and the Customer Transaction must occur. Visitors to your website, individuals clicking the Affiliate Link, and followers on social media are all potential leads, but they do not fall within the specific definition of a “Customer” as outlined in this Agreement.
“Customer Transactions” means those transactions that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Please refer to the section “Customer Transactions” for details.
“Commission” refers to a fixed percentage of each Customer Transaction as specified in this Agreement, also known as Affiliate Commission.
“Customer Data” refers to all information submitted or collected by customers through the purchase of DazzMart products.
Affiliate Acceptance
Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program or not. Before accepting an application, we may wish to discuss it further with you and may reach out for additional information. Certain requirements or certification(s) may be necessary before we can accept your application. If we do not notify you of your acceptance into the Affiliate Program within ten (10) days of your application, it is considered as rejected.
If your application is accepted for participation in the Affiliate Program, the Terms and Conditions of this Agreement will be in full force and effect upon notification of acceptance until terminated, as outlined below.
Customer Transactions
The entire process of the Customer Transaction refers to visitors or individuals entering the dazzmart.com website through your Affiliate Link. It involves adding items to the shopping cart, completing the purchase within the duration of the valid cookie, and receiving their items. This comprehensive process is considered a complete Customer Transaction.
1. Acceptance and Validity:
To be eligible for Commissions (Affiliate Commission):
(i) The Customer Transaction must occur, and you need to wait for the customer to receive the items. You should also wait for the deadline of the refund and return policy to expire before considering the transaction complete.
(ii) You will only be eligible for a Commission payment for any Customer Transactions that derive from an Affiliate Link that we make available to you and are accepted by us.
(iii) Allows Affiliates to earn Commissions through their own Affiliate Link.
You are not eligible for commission or any compensation if:
(i) Commission payment is obtained fraudulently, through misuse of the Affiliate Link or Affiliate Tool, in violation of any Affiliate Program Agreement provided by us, or by means deemed to breach the spirit of the Affiliate Program.
(ii) The Customer participates in any of our partner programs and is eligible to receive commission under any of these programs.
In competitive situations with other Affiliates, we may choose to provide the Commission to the affiliate deemed most eligible at our discretion. We reserve the right to discontinue Commission payments if any eligibility criteria outlined in this subsection are not met at any time.
We may choose not to accept an Affiliate Link, in our reasonable discretion.
2. Commission and Payment.
In order to receive payment under this Agreement, you must have:
(i) agreed to the terms of this Agreement;
(ii) complete all steps necessary to create your account on dazzmart.com in accordance with our directions;
(iii) have a valid and up-to-date payment method associated with your account;
(iv) complete any and all necessary tax documents so that we can process any payments that may be owed to you.
3. Commission Payment.
We will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not issue more than one Commission payment or similar referral fee for any given Customer Transaction (unless we choose to do so at our discretion).
Reasons for commission decline include: (i) Order cancellation; (ii) Item returns; (iii) Customer credit check failure; (iv) Violation of the Affiliate Program Agreement; (v) Duplicate order; (vi) Item was out of stock; (vii) Other.
Taxes.
You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission.
Commission Amounts.
(i) We reserve the right to alter or change the Commission amount.
(ii) The fixed commission rate for custom-made products (such as customized phone cases) sold through your Affiliate Link is 10%.
(iii) The transaction amount for which Commission is paid does not include bank fees (such as transaction fees), any taxes (VAT/sales tax), credit card fees, shipping costs, and discounts from coupons. Additionally, the commission calculation is based on the actual net amount of the transaction, which is the amount after deducting the aforementioned fees and discounts.
Training and Support
We may make available to you, without charge, various resources made available as part of our Affiliate Program. If we make such resources available to you, we encourage you to actively participate, learn and utilize them. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
Trademarks
During the term of this Agreement, if we make our trademark available to you, you may use our trademark as long as you comply with the usage requirements outlined in this section.
You must:
(i) only use the images of our trademark that we make available to you, without altering them in any way;
(ii) only use our trademarks in connection with the Affiliate Program and this Agreement;
(iii) immediately comply if we request that you discontinue use.
You must not:
(i) use our trademark in a misleading or disparaging way;
(ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products;
(iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
Proprietary Rights
1. DazzMart’s Proprietary Rights.
No license to any products is granted by this Agreement. The DazzMart Products are protected by intellectual property laws. The DazzMart Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the DazzMart Products.
You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the DazzMart Content, or the DazzMart Products in whole or in part, by any means, except as expressly authorized in writing by us.
We encourage all customers, Affiliates and partners to comment on the DazzMart Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the DazzMart Products, without payment to you.
2. Customer’s Proprietary Rights.
As between you and Customer, Customer retains the right to access and use the Customer portal associated with the DazzMart Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.
Confidentiality
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and
(ii) DazzMart customer and prospect information, whether or not otherwise designated as confidential.
Confidential Information does not include any information that
(i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or
(ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
The Receiving Party shall:
(i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care,
(ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement,
(iii) not disclose Confidential Information of the Disclosing Party to any third party, and
(iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents.
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any applicable law, statute, regulation, or pursuant to a court order or legal process enforceable in the United Kingdom.
Opt Out and Unsubscribing
You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests.
For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.
Term and Termination
1. Term.
This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
2. Termination Without Cause.
Both you and we may terminate this Agreement by giving fifteen (15) days’ notice via email to the other party.
3. Termination for Agreement Changes.
If we update or replace the terms of this Agreement, you may terminate this Agreement by notifying us by mail, provided that you notify us within ten (10) days of the change in terms.
4. Termination for Cause.
We reserve the right to suspend or cancel your Affiliate Program at any time, without prior notice and in our sole discretion if you breach the Agreement. If you wish to terminate your Affiliate, you may email us to inform us.
if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers, we will terminate the Affiliate relationship immediately.
5. Effects of Expiration/Termination.
Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration.
Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination.
Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement.
Upon termination or expiration, you will discontinue all use the Affiliate Tool that we make available to you for your participation in the Affiliate Program.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s), social media and other collateral.
Affiliate Representations and Warranties
You represent and warrant that:
(i) you have all sufficient rights and permissions to participate in the Affiliate Program or as otherwise set forth in this Agreement;
(ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements.
You further represent and warrant that:
(i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a DazzMart Affiliate on any website(s) you own where you make an Affiliate Link available);
(ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links.
(iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with DazzMart’s own advertising, including, but not limited to, our branded keywords;
(iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited;
(v) you will not attempt to mask the referring URL information;
(vi) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases.
Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool.
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim.
You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimers; Limitations of Liability
1. Disclaimer of Warranties.
We and our affiliated companies and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the DazzMart products, DazzMart content, the Affiliate Program or the Affiliate Tool for any purpose. Application programming interfaces (APIs) and the Affiliate Tool may not be available at all times.
To the extent permitted by law, the DazzMart products and Affiliate Tool are provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind with regard to the DazzMart products and the Affiliate Tool including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
2. No Indirect Damages.
To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
3. Limitation of Liability.
If, notwithstanding the other terms of this agreement, we are determined to have any liability to you or any third party, the parties agree that our aggregate liability will be limited to the total commission amounts you have actually earned for the related customer transactions in the three month period preceding the event giving rise to a claim.
4. Affiliate Tool.
We disclaim all liability with respect to the Affiliate Tool that you use. We do not promise to make the Affiliate Tool available to you, and we may choose to do so, or not to do so, in our discretion.
5. Cookie Duration.
Note: Cookies used as part of the Affiliate Tool have a set duration; these cookie settings expire after 30 days in the visitor’s browser. If a potential customer clears their cookies during this period, we shall not be liable for any commissions that may have been owed to you.
General
1. Amendment; No Waiver.
We may update and change any part or all of this Agreement, including by replacing it in its entirety. The updated Agreement will become effective and binding on the next business day.
When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version at https://dazzmart.com/affiliate-agreement. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
2. Applicable Law.
Except to the extent that applicable law provides otherwise, this Agreement shall be governed by the laws of the United Kingdom, and the parties agree to submit to the non-exclusive jurisdiction of the courts of the United Kingdom.
3. Force Majeure.
Neither party will be responsible for failure or delay of performance if it is caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
4. Actions Permitted.
Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than three (3) months after the cause of action has accrued.
5. Relationship of the Parties.
Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
6. Compliance with Applicable Laws.
You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation, export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders.
You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities or activities that may be detrimental to us, our customers, or the public.
You will not directly or indirectly export, re-export, or transfer the DazzMart Products to prohibited countries or individuals or permit use of the DazzMart Products by prohibited countries or individuals.
7. Severability.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
8. Notices.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
9. Entire Agreement.
This Agreement is the entire agreement between us for the Affiliate Program.
To the extent of any Terms and Conditions with the Project, the Terms and Conditions (https://dazzmart.com/terms-and-conditions/) set forth in DazzMart shall apply and are hereby incorporated by reference.
We object to and reject any additional or different terms proposed by you.
10. Assignment.
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
11. No Third Party Beneficiaries.
Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12. No Licenses.
We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the DazzMart Products, our trademarks, or any other property or right of ours.
13. Sales by DazzMart.
This Agreement shall in no way limit our right to sell the DazzMart Products, directly or indirectly, to any current or prospective customers.
14. Authority.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
15. Survival.
The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Expiration/Termination’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’ and ‘General’.
16. Data Processing and Protection.
The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data.
To the extent that any Personal Data is processed in connection with the Project the DazzMart’s Privacy Policie (https://dazzmart.com/privacy-policy/), which is hereby incorporated by reference, shall apply.
For the avoidance of doubt and without prejudice to the foregoing, DazzMart shall be an independent controller of any Personal Data that it receives or shares with Affiliate.
