Application Innovators Program
Website Affiliate Agreement This agreement (the “Agreement”) is made between Solbasium Inc. (“Solbasium”), and the Affiliate, and collectively, the “Parties”) for participation in the Solbasium Website Affiliate Program. Affiliate wishes to include certain materials promoting Solbasium, and to include a link to Solbasium’s website within those materials on Affiliate’s website. This Affiliate program is administered through Shareasale.com, Inc. 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. Solbasium 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 Solbasium’s website, as specified by Solbasium. 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 specifications: a. Affiliate may not use any graphic, textual or other materials to promote Solbasium’s website, products or services other than the Promotional Materials, unless Solbasium agrees to such other materials in writing prior to their display. b. Affiliate may only use the Promotional Materials for the purpose of promoting Solbasiums website (and the products and services available thereon), and for linking to Solbasium’s website. c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Solbasium. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Solbasium for such alteration or modification. d. The Promotional Materials will be used to link only to Solbasium’s website, to the specific page and address as specified by Solbasium. 3. License. Solbasium 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. Solbasium 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 Solbasium and Affiliate. Affiliate shall provide services for Solbasium as an independent contractor. Affiliate shall have no authority to bind Solbasium into any agreement, nor shall Affiliate be considered to be an agent of Solbasium in any respect. 6. Commissions. 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, Solbasium shall pay to Affiliate a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses Solbasium’s website through a link on Affiliate’s website. The current percentage posted is 15%. This percentage is subject to change by Solbasium at any time. Notification to Affiliate of any change in commission percentage will be given by Solbasium at the email address on hand for the Affiliate or through the Shareasale.com portal. Commission will be based on purchases made by a user for any new and recurring purchases for the life for the registered user. b. Solbasium shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate using Shareasale.com Network Technology. Affiliate shall be given reasonable access to these records upon request in writing. Any discrepancy between the amount of Commissions paid to Affiliate in any period or periods shall be rectified by Solbasium within 14 days of discovering such discrepancy. c. Commissions are paid as per the terms of the Affiliate Service Agreement between Affiliate and Shareasale.com, Inc. 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 Solbasium shall not be obligated to pay such Commissions to Affiliate. e. We reserve the right to reverse orders and commissions due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy. 1) You are not forthcoming, intentionally vague or are found to be lying. 2) You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile. 3) You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof. 7. Affiliate’s Representations and Warranties. Affiliate represents and warrants the following: 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: 1) Sexually explicit, obscene, or pornographic. 2) Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); 3) Graphically violent, including any violent video game images; or 4) Solicitous of any unlawful behavior. 5) Viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information. 6) Use software or technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons. c. Affiliate has obtained any necessary clearances, license, 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 above. 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 Solbasium or Solbasium’s website unless Solbasium gives prior written consent to the distribution of such materials. Affiliate will not use Solbasium’s name (or any name that is confusingly similar to Solbasium’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Solbasium’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Solbasium’s name, or is confusingly similar to Solbasium’s name. g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Solbasium or Solbasium’s website. h. Affiliate will not use Paid Search Marketing (PPC) without prior consent in the program. This includes purchase, bidding for or placement of ads on third party search engines. i. Affiliate may not, without our prior written consent, utilize any promotion, promotion code, coupon, or other promotional opportunity that is not specifically authorized for Solbasium Website Affiliate Program and explicitly authorized for your use. j. Affiliate will only use linking code obtained from the affiliate interface without manipulation. Affiliate must agree and abide by the following linking guidelines: 1) All domains that use your affiliate link must be listed in your affiliate profile. 2) Your Website will not in any way copy, resemble, or mirror the look and feel of the Solbasium Website. You will also not use any means to create the impression that your Website is the Solbasium Website or any part of our Website including, without limitation, framing of our Website in any manner. 3) You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating). 4) Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited. If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using “out” redirects from the same domain where the affiliate link is placed. k. Affiliate can promote Solbasium using a sub-affiliate network, however Affiliate must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Solbasium Website Affiliate Program adhere to our program terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Solbasium Website Affiliate Program. Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our program terms. l. If Affiliate intends to promote our Program via e-mail campaigns, you must adhere to the following: 1) Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program. 2) E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of Solbasium 3) E-mails must first be submitted to the Solbasium affiliate manager for approval prior to being sent and the Solbasium affiliate manager must be sent a copy of the e-mail. m. If Affiliate intends to promote our Program via Social Media, you must adhere to the following: 1) Affiliates are allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, Instagram etc. pages. 2) Affiliate is prohibited from posting affiliate links on Solbasium’s Facebook, Twitter, Instagram, etc. in an attempt to turn those links into affiliate sales. 3) Affiliate is prohibited from running Facebook ads. n. Affiliate must include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure. 1) Disclosures must be made as close as possible to the claims. 2) Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump). 3) Pop-up disclosures are prohibited. For more information about FTC disclosure requirements, please review: The FTC’s “Dot Com Disclosures” Guidelines at: http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf The FTC’s The Endorsement Guidelines at: http://business.ftc.gov/advertising-and-marketing/endorsements 8. Indemnification. Affiliate shall indemnify Solbasium and hold harmless Solbasium 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 Solbasium for any damage, loss, or other cost arising out of the use of misuse by Affiliate of the Promotional Materials. 9. Confidentiality. Any information that Affiliate is exposed to by virtue of its relationship with Solbasium 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 Solbasium. Affiliate shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. 10. Term. 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. Solbasium shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Solbasium as set forth in this Agreement. Solbasium shall not withhold any taxes from the Commissions paid to Affiliate. 12. Limitation of Liability. Solbasium 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 Solbasium was or should have been aware or advise 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. 13. 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. 14. 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 a defect. 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. 15. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement. 16. Entire Agreement. This Agreement constitutes the entire agreement between Solbasium 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.