Flex Seal Affiliate Coupon Code Campaign Terms

Flex Seal Affiliate Coupon Code Campaign Terms

 

Last Updated Date: 4/24/24

We update these Flex Seal Affiliate Coupon Code Campaign Terms (“Terms”) from time to time, provided that the version of the Terms in effect at the time of execution of the Order (as defined below) will apply to and govern your performance under such Order without modification, unless you and we otherwise agree in a separate writing. Capitalized but undefined terms used in these Terms have the meanings ascribed to them by the Order.

 

  1. Your Promotion of the Coupon Code.
  1. All sharing or display of the Coupon Code by you, and any other activities by you or on your behalf and related to any users of Permitted Properties or to us must be in strict accordance with these Terms and the Affiliate Coupon Code Campaign Order (“Order”) that incorporates these Terms by reference (collectively, the “Agreement”), all applicable laws (collectively, including applicable laws related to deceptive practices, telemarketing, privacy, consumer rights, and electronic communications, “Laws”), the specifications and instructions outlined in Exhibit A to the Order, any terms or conditions of or relating to your Permitted Properties (as defined in the Order), and any other written policies or guidance provided to you by us from time to time.
  1. You may not alter or otherwise modify the Coupon Code or any banners and/or advertisement or text links (the Coupon Code, together with any such banners, links and all related information and content provided by us in connection with any of the foregoing, without limitation, images, videos, music, software, photographs, data, music, and other graphics, collectively, “Affiliate Links”) in any way. Additionally, you may not: (i) display any Affiliate Links in a manner that does not permit successful linking to, redirection to or delivery of the applicable webpage designated by us, and may not insert any intermediate page, splash page or other content between any Affiliate Link and the applicable webpage designated by us; or (ii) use Affiliate Links or any content accessed through any Affiliate Links in any manner that would constitute an endorsement (whether express or implied) by any person or entity of any product(s), service(s), activity(ies) or brand(s) contained on Permitted Properties or otherwise owned or promoted by you or any third party.
  1. We may discontinue any Affiliate Links at any time. Additionally, Affiliate Links are subject to change at any time, in our sole discretion, provided that we will use commercially reasonable efforts to inform you of any material changes. You agree to make any changes requested us in the time frame provided by us.
  1. You will use and display only the most updated Affiliate Links and, on request by us that any Affiliated Links, or any materials or mediums in which Affiliate Links are incorporated be removed or cease being used or displayed for any reason, or not be placed in a particular context or revised in any way, and you will comply with such request promptly, in each case, regardless of whether you have violated these Terms.
  1. Qualified Transactions and Commissions.
  1. Qualified Transactions. Subject to your compliance with the terms and conditions of the Agreement, we will pay you a Commission in respect of purchases of our products in Qualified Transactions. “Qualified Transaction” means a transaction on our website that utilizes the Coupon Code prior to its applicable expiration date. Notwithstanding the foregoing, and for the avoidance of doubt, Qualified Transactions do not include, and we will have no obligation to pay you any amount attributable to the following, in each case, including to the extent that such failure may result in any reduction of Commission amounts that would otherwise be paid to you under the Agreement:
  1. your or any third party’s failure to properly format the applicable Affiliate Link on the Permitted Properties, to include the proper identification tags, and/or to conform to the URL structure provided by us;
  2. your or any third party’s failure to comply with any term of the Agreement, including, for the avoidance of doubt, transactions generated as a direct or indirect result of your or any third party’s violation of Exhibit A of the Order Form;
  • products purchased that are ultimately returned or refunded; or
  1. transactions that occur after the Coupon Code expires.

         

          We reserve the right to withhold payment or charge back your account due to any of the foregoing or any breach of the Agreement by you pending our investigation of any of the foregoing or any breach of the Agreement by you.

  1. Commissions. You will earn a Commission as set forth in the Order in respect of Net Revenues actually and unconditionally received by us pursuant to a Qualified Transaction. “Net Revenues” means the cash revenues actually and unconditionally received by us pursuant to a Qualified Transaction, exclusive of sales tax, freight, shipping and other incidental costs, and after applying any discounts, allowances, credits, rebates, adjustments or deductions, including, without limitation, deductions for cooperative advertising, for defect, warehouse, storage or other allowances, and for set-up, currency exchange and other fees, and exclusive of any other amounts (if any) set forth on the applicable invoice and/or payment remittance. For purposes of clarification, Net Revenues do not include: (w) the value of any items that may be furnished to us by others without cost to us for our incorporation into our products; (x) the value of any items that may be furnished by us without cost to the customer (for example, samples, prototypes, or free products furnished as part of any advertising or promotions program); (y) any payments that we may receive for technical assistance, technical data or documentation that may be furnished to the customer or any other third party by us; or (z) any reimbursement that may be received by us for taxes, customs, duties and the like, as well as the cost of packing, crating, transportation and insurance during such transportation if separately charged to the customer (including any small order handling charge for any applicable Qualifying Transaction requiring us to ship products in less than its standard box-lot quantities).
  1. For the avoidance of doubt, you will earn Commissions only if we actually receive unconditional payment from the applicable customer under the Qualifying Transaction within 12 months of date of purchase. Any payments received following the date that is 12 months from the date of purchase will not be subject to a Commission. If a customer makes payments to us in increments or installments, we may elect to pay pro rata portions of the Commission.
  1. Commissions will be calculated solely based on records maintained by us. No other measurements or statistics of any kind will be accepted by us or have any effect under the Agreement. If you dispute any payment made under the Agreement (including any position that you earned more Commissions than we paid), you must notify us in writing within thirty (30) days of any such payment; failure to so notify us will result in the waiver by you of any claim relating to such disputed payment.
  1. Payment Terms. Unless otherwise set out in the Order, we will pay you within approximately 45 days after the end of each calendar month in which you earn Commission; provided, however, that we will only send payments to you if and when your gross earned balance exceeds $100. On termination of the Campaign Term or earlier termination of the Agreement, we will pay all amounts owed to you pursuant to the Agreement within approximately 30 days after the end of the calendar month in which such termination occurs, provided that we in no event will be required to make payments to you if termination occurred as the result of your breach of the Agreement or if your gross earned balance is less than $100.
  1. To ensure proper payment, you are solely responsible for maintaining accurate address and other contact information as well as payment information. We may deduct from any amounts owed to you any fees or costs incurred by us due to a contact or payment information error or omission by you or any third party.
  1. Notwithstanding anything to the contrary, if we are at any time required to refund part or all of any Net Revenues to a customer for any reason, then you will return the applicable Commission paid on such amount to us within ten (10) days after receiving notification of such refund (or, in our discretion, we may offset such amounts against any Commission otherwise due to you). Additionally, without prejudice to any other right or remedy we have or may have, we may with our without notice to you setoff or recoup any liability we owe to you against any liability for which we determine you are liable to us, whether such liability is matured or un-matured, is liquidated or unliquidated, or arises under the Agreement or otherwise.
  1. Taxes. You will pay all applicable taxes or charges imposed by any government entity in connection with your activities under the Agreement. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it, we reserve the right (in addition to any other rights or remedies available to us) to withhold your Commissions until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
  1. Term and Termination. You may terminate the Campaign Term at any time on written notice to you (which may occur by email). You may terminate the Campaign Term on written notice to us to pr_influencer@swiftdrtv.com. We may in our sole discretion hold accrued unpaid Commissions for a reasonable period of time following termination for any reason to ensure that the correct amount is paid. All covenants, agreements, representations and warranties made in the Agreement will survive your acceptance and termination of the Agreement for any or no reason.
  1. Intellectual Property Rights.
  1. Ownership. Except for the limited right to share Affiliate Links as set forth in the Agreement, as between you and us, we will own all right, title and interest in and to flexsealproducts.com, our products, our proprietary designs and technology, all Affiliate Links, Confidential Information (including, without limitation, any and all customer information or databases collected or generated by us or on our behalf in connection with the Agreement and/or any Qualified Transactions), and all Intellectual Property Rights in the foregoing or otherwise related to us (collectively, “Our Materials”). For the purposes of these Terms, “Intellectual Property Rights” means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property or industrial rights as may exist now or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the Laws of the United States or any other state, country or jurisdiction.
  1. Restrictions. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of our services, technology, software or documentation, or create or attempt to create a substitute or similar service or product through use of or access to any Affiliate Links, Confidential Information, or in connection with your activities under or pursuant to the Agreement.
  1. Publicity. You hereby grant us, our affiliates, licensees, spokespersons and service providers a royalty-free, fully paid-up, perpetual, transferable, worldwide non-exclusive the right and license (with the right to sublicense) to use, repurpose, display and/or create derivative works of your name, logo and any content on or in connection with which you display Affiliate Links or otherwise market our name, brand or products (including, without limitation, content or portions thereof on any Permitted Properties) in presentations, marketing materials, affiliate marketer lists, financial reports, and for other business purposes.
  1. Feedback. You may from time to time provide suggestions, comments or other feedback to us (“Feedback”). Feedback is and will be given entirely voluntarily. Feedback, even if designated as confidential by you, will not, absent a separate written agreement, create any confidentiality obligation for us. Furthermore, except as otherwise provided in the Agreement or in a separate subsequent written agreement between you and us, we will be free to use, disclose, reproduce, license or otherwise distribute, and exploit Feedback without obligation or restriction of any kind on account of intellectual property rights or otherwise. Any improvements, enhancements or other modifications created, prepared, produced, authored, edited, amended, conceived or reduced to practice by us (whether alone or together with you or any other third party or parties) arising out of or relating to Feedback are and will remain our sole and exclusive property.
  1. Information Rights. We may retain and use all information you provide, including, but not limited to Permitted Property demographics and contact and billing information. We may transfer and disclose to third parties personally identifiable information about you for the purpose of approving or enabling your activities under the Agreement. We may also provide information in response to legal process, such as subpoenas, search warrants and court orders, or to establish or exercise our legal rights or defend against legal claims. We disclaim all responsibility, and will not be liable to you, for any disclosure of such information. We may share non-personally-identifiable information about you, including Permitted Property URLs, statistics and other information collected by us or on our behalf with advertisers, business partners, vendors, sponsors and other third parties. In addition, you hereby grant us the right to access, index and cache the Permitted Properties or any portion of them, including by automated means such as cookies, web spiders and crawlers, and acknowledge and agree that we may use data capture, syndication analysis and other similar tools to track, extract, compile, aggregate and analyze any data or information resulting from use of the Affiliate Links.
  1. Covenants.
  1. Confidentiality. In connection with your activities under or pursuant to the Agreement, you may access certain proprietary, non-public or otherwise confidential information of us, our representatives or affiliates, or certain third parties, such as our potential customers who may access a Permitted Property (collectively, “Confidential Information”). Confidential Information includes Our Materials and the terms of this Agreement. You will: (i) hold Confidential Information in strict confidence; (ii) protect and safeguard Confidential Information with at least the same degree of care as you would protect your own confidential information, but in no event with less than a reasonable degree of care; (iii) not use Confidential Information, or permit it to be accessed or used, for any purpose other than to perform under this Agreement; (iv) not disclose any Confidential Information to any person, except pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction, provided in such case that you first provide us with prompt written notice of such requirement and reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure.
  1. Non-Disparagement. You will not at any time make, publish, or communicate to any person or entity or in any public forum (including without, limitation, on any of your Permitted Properties) any defamatory, maliciously false, or disparaging remarks, comments, or statements concerning us, the Flex Seal brand or any of its products, any of our other businesses, or any of our employees, officers, or spokespersons, directors and our existing and prospective customers, suppliers, investors, and other associated third parties, now or in the future. Additionally, you will not at any time take any action that may interfere with any of our rights in or to our property, or engage in any action that tends to disparage, dilute our value, or reflect negatively on us.
  1. Equitable Remedies. You acknowledge that a breach of this Section 5 will cause irreparable harm to us and that a remedy at law would be inadequate. Therefore, in the event of a breach or threatened breach of any provision of this Section by you, we will be entitled to a temporary or permanent injunction and/or other equitable remedies against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. All such equitable relief will be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
  1. Your Representations and Warranties. You represent, warrant, and covenant that, at all times: (a) you will strictly comply with the terms and conditions of the Agreement; (b) your entrance into the Agreement and performance thereunder will not violate any Laws or any third party rights; (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting); (d) you have independently evaluated the desirability of entering into the Agreement and are not relying on any representation, guarantee, or statement other than as expressly set forth in the Agreement; (e) you are not the subject of U.S. sanctions; (f) you will comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology and services; and (g) the information you provide in connection with or pursuant to the Agreement is accurate, complete and not misleading. Neither we nor any of our representatives make any representation, warranty, or covenant regarding the amount of Commissions you can expect at any time in connection with the Agreement, and neither we nor our representatives will be liable for any actions you undertake based on your expectations.
  1. Disclaimer of Warranties and Limitations on Liability.
  1. Disclaimer of Warranties. OUR PERFORMANCE UNDER THE AGREEMETN, INCLUDING OUR PROVISION TO YOU OF ALL AFFILAITE LINKS, IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, WITH RESPECT TO THE SAME. WE MAY CHANGE OR SUSPEND ANY AFFILAITE LINK (IN WHOLE OR IN PART AND INCLUDING ANY COUPON CODE), AND/OR MAY CHANGE, SUSPEND OR DISCONTINUE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THEREOF (IN WHOLE OR IN PART), AT ANY TIME AND FROM TIME TO TIME. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT ANY AFFILIATE LINKS, OR ANY RESULTS OF YOUR USE OR PROMOTION THEREOF, WILL CONTINUE TO BE  PROVIDED,  FUNCTION  AS  DESCRIBED,  CONSISTENTLY  OR  IN  ANY PARTICULAR MANNER, MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS OR EXPECTATIONS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY SERVICES PROVIDED BY US TO YOU AND INCIDENT TO YOUR ACTIVITIES UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND SUBJECT TO ANY APPLICABLE THIRD PARTY SERVICE PROVIDER TERMS AND CONDITIONS. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY SERVICE PROVIDER.
  1. Our Suggestions to You. YOU ACKNOWLEDGE AND AGREE THAT: (i) ANY SUGGESTIONS, COMMENTS, FEEDBACK, ADVICE, INFORMATION, OR RECOMMENDED CHANGES OBTAINED BY YOU FROM US OR ANY OF OUR REPRESENTATIVES IN CONNECTION WITH THE AGREEMENT (COLLECTIVELY, “SUGGESTIONS”) ARE PROVIDED BY US OR OUR REPRESENTATIVES AS-IS, WITHOUT ANY WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED OR OTHERWISE); (ii) YOU USE ALL SUGGESTIONS AT YOUR SOLE RISK AND EXPENSE; AND (iii) WE WILL IN NO EVENT BE LIABLE, AND HEREBY DISCLAIM ANY AND ALL LIABILITY, FOR ANY DAMAGES INCURRED BY YOU OR ANY THIRD PARTY AS A RESULT OF SUCH SUGGESTIONS OR YOUR OR ANY THIRD PARTY’S USE THEREOF OR RELIANCE THEREON.
  1. Limitation on Liability. IN NO EVENT WILL WE, OUR REPRESENTATIVES (INCLUDING OUR SPOKESPERSONS), OR ANY OF OUR SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER TO YOU OR ANY OTHER PERSON UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY; (iii) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (iv) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF US, OUR REPRESENTATIVES (INCLUDING OUR SPOKESPERSONS), AND OUR SERVICE PROVIDERS AND SUPPLIERS TO YOU OR ANY OTHER PERSON UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE VALUE OF THE COMPENSATION PROVIDED BY US TO YOU UNDER THE AGREEMENT IN THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  1. Waiver of Class Action Participation. Neither you nor we may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to the Agreement, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. YOU AND WE ACKNOWLEDGE THAT THIS SECTION WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION.
  1. Indemnification. You will indemnify, defend and hold us harmless from and against any and all claims, losses, damages, judgments, liabilities costs, and expenses (including attorneys’ fees and the costs of enforcing this provision and of pursuing any insurance providers) directly or indirectly arising from or relating to: (a) any of your materials, including any Permitted Properties, or any use of the same by us or on our behalf as set forth in the Agreement; (b) any breach by you of any representation, warranty, covenant or obligation by you hereunder; (c) your fraud, negligence or willful misconduct; or (d) your activities under or pursuant to the Agreement. You are solely responsible for your actions under or pursuant to the Agreement.
  1. Relationship of the Parties. You are acting as an independent contractor to us, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. Neither you nor we will have the authority to make or accept any offers, warranties or representations on the other’s behalf.
  1. Miscellaneous. The Agreement, including all matters arising out of or relating to your activities under or pursuant to the Agreement, whether sounding in contract, tort, or statute, are governed by, and construed and enforced in accordance with, the laws of the State of Florida without regard to conflict of law principles. Any civil action or legal proceeding arising out of or relating to the Agreement will be brought solely and exclusively in the state or federal courts located in the State of Florida in Broward County, and you and we each consent to the exclusive jurisdiction of such courts and waive any objection to the laying of venue of in such courts. EACH OF YOU AND WE IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT YOU OR WE MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT. You may not assign the Agreement or subcontract any of your rights or obligations hereunder without our prior written consent, which may be withheld in our sole and absolute discretion. No delay or omission by us to exercise any right or power under the Agreement will impair any such right or power, or be construed as a waiver thereof, and any waiver by us in any one instance of any term of the Agreement will not be construed as a waiver with respect to any succeeding instance in which the same term may apply. No waiver by us of any term of the Agreement will be effective unless explicitly set forth in writing and signed by us. Except as set forth in these Terms, the Agreement may be amended only by a writing that expressly identifies itself as an amendment and that is executed by authorized representatives of both parties. If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect the other provisions of the Agreement, which will remain in full force and effect, or render unenforceable such term or provision in any other jurisdiction. Upon any such determination, the determining court or body (as applicable) will, and is hereby directed to, deem the Agreement modified so as to affect the original intent of the parties as closely as possible. The Agreement is binding on and inures to the benefit of you and your heirs, representatives, successors and permitted assigns and on us and our successors and assigns. The Agreement represents the entire understanding and agreement between you and us with respect to its subject matter, and supersedes all other negotiations, understandings and representations (if any) made by you or us, whether orally or in writing.