Affiliate Terms of Service

FOREWORD 

Our affiliates are very important to us. We do our best to treat you and all our affiliates with fairness and respect; we ask the same consideration from you.

We have written the following agreement with the best interest of both parties in mind. Please take the time to read and review the entire agreement.

If you have any questions, please don't hesitate to let us know. We are strong believers in straight-forward and honest communication. 

For the quickest results please email us at affiliates@miraclesofa.com. 

Best regards,
Brandon Pierce 

MiracleSofa Affiliate Manager 

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PROGRAM AGREEMENT 

This Publisher Program Agreement (“Agreement”) is between you (“Publisher”) and your website and properties (“Publisher Website”) and MiracleSofa, a Raccoontech International Company (“Company”), with a place of business at30 CECIL STREET #19-08 Prudential Tower 049712 SINGAPORE and its primary web site at https://www.miraclesofa.com/ (“Company Website”).

This Agreement contains the complete terms and conditions that apply to Publisher’s participation as a member of the Affiliate Partner Program (the "Program") operated by Company. By submitting the online application (“Application”), Publisher agrees they have read and understand the terms and conditions of Agreement and agree to be held legally responsible. 

For and in consideration of the mutual promises set forth below, the parties hereto agree to the following. 

1. Links to MiracleSofa 

Publisher will place banner advertisements, button links and/or text links (the "Links") or HTML and JavaScript code (the “Code”) on the Publisher Website. Allowable promotional links may contain Company trade names, service marks, and/or logos for display on the Publisher Website, subject to the terms and conditions herein. Company grants to Publisher a limited, non-exclusive, non-transferable license to i) embed such Links and/or the Code into the Publisher Website; ii) reproduce, display and distribute any Company promotional materials (“Promotional Materials”) that Company delivers to Publisher, subject to any additional terms communicated by Company to Publisher related to such Promotional Materials; and iii) use and display Company’s name, brands, logos and other trademarks and service marks of Company (collectively, the “Company Marks”) on the Publisher Website and Promotional Materials. Publisher may not copy, modify, alter, adapt or create derivative works based on the Promotional Materials or Company Marks. Additionally, the use of Company Marks shall be in accordance with Company’s then-current trademark usage guidelines. Publisher acknowledges and agrees that Company owns the Company Marks and that any and all goodwill that is created by or that results from Publisher’s use of the Company Marks inures solely to the benefit of Company. Publisher will not contest or aid in contesting the validity or ownership of any Company Mark or take any action in derogation of Company’s rights therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to Company Marks. The licenses and permissions granted in the above section are granted, and Publisher will exercise its rights under those licenses and permissions, for the sole and exclusive purpose of promoting websites owned, operated or controlled by Company, or in the case of Code, delivering completed Registration Form data into Company’s database. Publisher agrees to cooperate fully with Company to establish and maintain such Link or the Code, including making changes to the appearance, layout, and behavior of the Links or Registration Form at Company’s request. 

2. Responsibility for Publisher and Publisher Site 

2.1. To begin the enrollment process in the Program, Publisher will complete and submit Application at Company Website. Company will evaluate, accept and reject Publisher’s application at their sole discretion. 

2.2 Publisher will be solely responsible for the development, operation, and maintenance of Publisher Website and for all materials that appear on Publisher Website. Company shall have no responsibility for the development, operation and maintenance of Publisher Website or materials that appear on or are linked with Publisher Website, other than the Promotional Materials and/or the Code, as applicable. 

2.3 Publisher shall also be responsible for ensuring that materials posted on the Publisher Website (other than Promotional Materials, if any) do not violate or infringe upon any laws or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on Publisher Website are not libelous or otherwise illegal. Publisher shall be responsible for the lawfulness of all personal data processed by Publisher, including, but not limited to, that taking place on or through the Company Website under all relevant, applicable laws, including the General Data Protection Regulation of the European Union, the California Privacy Act and all ePrivacy regulations that may be enacted by relevant authorities from time to time. Publisher agrees to have and maintain a privacy policy and cookies policy, as well as utilize best industry practice for informing visitors to Publisher’s website as well as obtaining consent where necessary or appropriate. 

2.4 Publisher represents and warrants that it will not engage in any Objectionable Activities in relation to the Links or the Code (as applicable), Promotional Materials, or Publisher Website. For purposes of this Agreement, “Objectionable Activities” means any one (1) or more of the following activities that Publisher knowingly caused, controlled, encouraged, induced or facilitated: promoting illegal activity; depicting sexually explicit images; promoting violence; promoting discrimination; incorporating any materials that infringe or assist others in infringing upon any intellectual property rights; using materials or information that invade, violate, or infringe the rights of privacy or publicity of others; engaging in the endorsement of political positions or political candidates; or engaging in the sale or advertisement of tobacco, firearms, personal hygiene products, regulated substances, pornography, or religious causes as Company deems in its sole discretion to be objectionable. 

2.5 In addition to the foregoing, and in addition to Company’s rights to terminate specified elsewhere in this Agreement, Company will immediately terminate Publisher’s participation in the Program if Company reasonably believes Publisher has engaged in any of the following: 

  1. i) Including Company or variations or misspellings thereof in its domain name; 
  2. ii) Containing software downloads that potentially enable diversions of commission from other affiliates in our program; 

iii) Designing Publisher Website or any other website, explicitly or implied in a manner which resembles Company Website nor design in a manner which leads customers to believe Publisher is Company or any other affiliated business 

  1. iv) Sending unsolicited mass e-mail solicitations, instant messages, automated social media or other postings, or any other form of spamming; 
  2. v) Misrepresenting to the public the functionality, processes, terms and conditions or any other aspect of the Company’s websites; 
  3. vi) Submitting false or misleading information in connection with Publisher’s application to join the Publisher Program; or

vii) Violating Company PPC restriction rules. 

2.6 Company reserves the right, at any time, to review Publisher placement and approve the use of Links or Code and require Publisher to change the placement or use to comply with the Program guidelines. 

2.7Publisher will not bid on any keyword that includes or contains Company Marks, names or Promotional Materials as outlined within the Network (defined below) interface. Any additional Pay-Per-Click bidding by Publisher that promotes Program Links or Code must receive written email approved from Company. 

3. Term of the Agreement 

The term of this Agreement will begin as of the date Company approves Publisher’s Application into Program ("Effective Date") and shall continue for a period of one (1) year, after which this Agreement shall continue automatically from year to year, unless terminated as provided herein. Either party may terminate this Agreement at any time, with or without cause, following thirty (30) days advance written notice of termination to the other party. Notice by e-mail, to Publisher’s e-mail address as provided to Company in Publisher’s application for enrollment in the Program, is considered sufficient notice by Company to terminate this Agreement. If this Agreement is terminated because Publisher has violated the terms of this Agreement or breached or defaulted in a representation or obligation under this Agreement, then Publisher will not be entitled to notice nor will Publisher receive any Commissions owing to Publisher as of the date of termination, such Commissions being forfeited to Company. 

4. Commissions and Payment 

Company will pay to Publisher a commission (the “Commission”) for sales generated on the Company Website (“Sales”) from a Link or Code appearing on the Publisher Website in accordance with the “Commission” Company offers on Network (defined below). Company uses a third party to handle all rules, tracking and payments. The third party is ShoutOut (“Network”). Publisher agrees to Network payment terms and conditions as applicable to this Agreement. 

5. Access to Affiliate Network Interface 

Publisher will create an account and password to enter the secure Network interface and receive tracking, reports and payments from Company. 

6. Modification 

Company may modify the terms and conditions contained in this Agreement by giving notice of any change by e-mail, to the email address provided by Publisher in its application to participate in the Program. Any such modifications shall take effect immediately after Company serves notice as provided above, unless Company indicates that such changes will take effect at a later time. If any modification is unacceptable to Publisher, Publisher may terminate this Agreement as provided herein (upon thirty days’ notice). Publisher’s continued participation in the Program, following Company’s notification of a change as provided in this Section 6, will constitute Publisher’s binding acceptance of the change. 

7. Relationship of Parties 

Publisher and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Publisher will have no authority to make or accept any offers or representations on Company’s behalf. Without limiting the generality of the preceding sentence, neither party is authorized to accept order or to enter into contracts or any obligations in the other party’s name, or to transact any business on behalf of the other party. Publisher will not make any statement, whether on Publisher Website or otherwise, that would reasonably be construed as contradicting anything in this section or that misrepresents any features, benefits, or aspects of Company or Company’s services. 

8. Limitation of Liability 

COMPANY WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE COMPANY WEBSITE, OR THE PROGRAM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO PUBLISHER UNDER THIS AGREEMENT. 

9. Disclaimers 

COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, THE COMPANY WEBSITE, PUBLISHER’S POTENTIAL TO EARN INCOME FROM THE PROGRAM, OR ANY COMPANY SERVICES OR OTHER ITEMS OFFERED THROUGH THE COMPANY WEBSITE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF COMPANY WEBSITE, AND IN PARTICULAR, THE OPERATION OF COMPANY’S REFERRAL TRACKING SYSTEM, WILL BE UNINTERRUPTED OR ERROR-FREE, AND COMPANY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 

10. Representations and Warranties 

Each party hereby represents and warrants that this Agreement has been duly and validly executed and delivered and constitutes each party’s legal, valid and binding obligation, enforceable against the other party in accordance with its terms; and that the execution, delivery and performance of this Agreement are within each party’s legal capacity and power; have been duly authorized by all requisite action required. require the approval or consent of no other persons; and neither violate nor constitute a default under the Publisher further represents and warrants that entering into this Agreement will not violate the 

(i) provision of any law, rule, regulation, order, judgment or decree to which Publisher is subject or which is binding upon Publisher, or 

(ii) the terms of any other agreement, document or instrument applicable to Publisher or binding upon Publisher. 

Publisher further represents and warrants that 

  1. i) it shall not by itself, or with others, participate in any illegal, deceptive, misleading, or unethical practices, or unfair, deceptive, or anti-competitive practices, including (without limitation) product disparagement; 
  2. ii) it will not make any use of personally identifiable information or other personal information related to Sales except to the extent permitted by law; 

iii) the Publisher Website and its operation shall not violate any laws, rules or regulations or Company’s privacy policy or infringe upon or violate the rights of any person or entity, including without limitation any trademarks, copyrights, materials or other content Publisher creates, licenses, displays, distributes or otherwise uses (other than Promotional Materials, if any); 

  1. iv) it will not make representations, warranties or guarantees with respect to the specifications, features or capabilities of the products and services that are inconsistent with the Links or the Code, or Promotional Materials. 
  2. v) it shall not through its acts and/or omissions, either directly or indirectly, in whole or in part, cause “viruses,” “worms” and/or “destructive codes” to be embodied in or along with the Links, Registration Forms, the Company Website or the Publisher Website; 
  3. vi) it shall immediately forward to Company a description, with reasonable particularity, of any complaints that Publisher receives with respect to the Program, the Links, the Registration Forms, or the Company Website; 

vii) the Publisher Website shall not engage in Objectionable Activities; and 

viii) it will not contest, attack or challenge the validity of any Company’s copyrights, patents, trademarks or other intellectual property rights or licenses or assist others in doing so. 

11. Confidentiality 

Company may disclose to Publisher certain information as a result of Publisher’s participation as part of the Program, which information Company considers to be confidential ("Confidential Information"). For purpose of this Agreement, the term "Confidential Information" shall include, but not be limited to, the terms of this Agreement (including pricing and Commission terms), business and financial information relating to Company, customer and vendor lists relating to Company and any members of the Publisher Program, other than Publisher. Confidential Information shall also include any information that Company designates as confidential during the term of this Agreement. Publisher agrees not to disclose any Confidential Information, and, except as otherwise allowed herein, Publisher shall not utilize, directly or indirectly, any Confidential Information 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 or is required to be disclosed by law or legal process. Company makes no warranty, expressed or implied, with respect to any Confidential Information delivered hereunder. The restrictions set forth in this Section 11 will remain in effect during the term of this Agreement for a period of three (3) years thereafter. Confidential Information shall not include information that: 

  1. i) at or prior to the time of disclosure by Company was known to or independently developed by Publisher, as proven by documentation in Publisher’s possession as of the time of Company’s disclosure; 
  2. ii) at or after the time of disclosure by Company becomes generally available to the public through no wrongful or negligent act or omission on Publisher’s part; 

iii) Publisher receives from a third party free to make such disclosure without breach of any legal obligation; and/or iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request. 

12. Indemnification 

Publisher will indemnify, defend and hold harmless Company and its affiliates, and their respective shareholders, officers, directors, employees, consultants and agents from and against any and all claims, losses, liabilities, costs, charges and expenses, damages or expense (including reasonable attorneys’ fees and costs) of any nature whatsoever incurred or suffered by Company (collectively the "Losses"), which arise out of or are based on 

  1. i) any claim or threatened claim that Company’s use of the Publisher Trademarks infringes on the rights of any third party; 
  2. ii) the breach of any representation or warranty made by Publisher herein; 

iii) Publisher’s default under or breach of any provision of this Agreement; or 

  1. iv) any claim related to Publisher Website. 

13. Miscellaneous 

This Agreement will be governed by the laws of the United States of America and the State of Colorado, without reference to rules governing choice of laws. Publisher hereby consents to the exclusive jurisdiction and venue of the courts of Gunnison County, Colorado for all actions arising out of this Agreement, the Program, the Company Website, or any dispute between the parties hereto. Publisher may not assign this Agreement, by operation of law or otherwise, without Company’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Company’s failure to enforce Publisher’s strict performance of any provision of this Agreement will not constitute a waiver of Company’s right subsequently to enforce such provision or any other provision of this Agreement. Notices to Company shall be sent by certified mail or overnight courier to the address below and shall be deemed made when received by Company. Except as set forth in Section 6 above, no change to or modification of this Agreement shall be binding upon Company unless it is made by an instrument signed by an authorized officer of such Company. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Those provisions of this Agreement that are intended to survive termination shall so survive, and include provisions related to confidentiality, non-solicitation, indemnification, and dispute resolution.