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.
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MiracleSofa Affiliate Manager
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.
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.
2.4 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:
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
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.
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.
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.
Publisher will create an account and password to enter the secure Network interface and receive tracking, reports and payments from Company.
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.
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.
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.
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.
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
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.
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:
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.
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
iii) Publisher’s default under or breach of any provision of this Agreement; or
This Affiliate Agreement shall be governed by and interpreted in accordance with the laws of Singapore without regard to the conflicts of laws and principles thereof. Any disputes relating to or arising out of this Affiliate Agreement shall be resolved by the District Court of Singapore as the court of the first instance. 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.