Affiliate Terms

Updated on September 16, 2020

 

Thank you for considering Hypeach LLC’s (“Hypeach”) Style Ambassador Affiliate Program. The following represents the terms and conditions (“Affiliate Terms”), which apply to your participation in Hypeach’s Style Ambassador Affiliate Program (“Affiliate Program”). The purpose of these Affiliate Terms is to allow you to make affiliate commissions, bonuses, and/or other perks through sales generated from your website and/or other approved and designated platform(s) (hereinafter, the “Sites”) from our products in the manner set forth herein.

 

1. Execution of Agreement. By participating in the Affiliate Program, you represent that you have read, fully understand, and agree to be bound by all the terms and conditions of the Affiliate Terms.

 

2. Incorporation by Reference. The Affiliate Terms are subject to Hypeach’s website Terms and Conditions of Use and Privacy Policy, which are incorporated by reference into the Affiliate Terms along with the Master Campaign Agreement terms and conditions [https://app.impact.com/content/MCA.ihtml]. If there are conflicts between the website Terms and Conditions of Use, Privacy Policy, Master Campaign Agreement, and the Affiliate Terms, the website Terms and Conditions and Privacy Policy shall govern only to the extent of the conflict unless related to the dispute resolution procedures. 

 

3.  Enrollment in Affiliate Program. To be enrolled in Hypeach’s Affiliate Program, an application must be completed and submitted to Hypeach. Once your application has been reviewed and approved, Hypeach will provide you with details to establish yourself as a “Style Ambassador” Affiliate with Hypeach, which will include your unique URL and commissionable link(s) (links that track activity back to your affiliate account) that can be accessed from your affiliate account page. All clicks driven to Hypeach via your unique URL or commissionable links have a cookie (click referral) window valid for up to 5 days for a purchase to be made and credited to your Affiliate Program account. Such cookie (click referral) window will continue to remain valid as long as potential purchasers visit and utilize the URL and commissionable link(s) tied to your Affiliate Program account (i.e., a 5-day window for crediting purchases to your Affiliate Program account is in effect from the last click that occurred through your unique URL or commissionable links tied to your Affiliate Program account). You must ensure that your information, including your e-mail address is complete, accurate, and up to date at all times. Hypeach may send communication to the e-mail address associated with your account. Even if the e-mail address associated with your account is no longer current, you will be deemed to have received all notifications, approvals, and other communications sent to that e-mail address.  

 

4. Linking to Hypeach’s Website.   Acceptance into the Affiliate Program means Affiliate agrees to and abides by the following:

 

1. Affiliate will only use the URL obtained from Hypeach without manipulation.

 

2. All Affiliate Sites that use the URL must be listed in your affiliate profile in your Hypeach Affiliates Program account.

 

3. Affiliate’s website(s) will not in any way copy, resemble, or mirror the look and feel of Hypeach’s website(s) or create the impression that Affiliate’s website(s) is in any way a part of Hypeach’s website(s).

 

4. Affiliate may not engage in cookie stuffing or include pop-ups, false or misleading links on Affiliate’s Sites. Wherever possible, Affiliate will not attempt to mask the referring URL information, such as the page from where the click is originating.

 

5. Affiliate is prohibited from using redirects to bounce a click off of a domain from which the click did not originate in order to make it appear that it came from that domain. If it is uncovered that Affiliate is redirecting links to hide or manipulate the original source, Affiliate’s current and past commissions, bonuses, other earnings, and/or perks will be voided or the Affiliate Commissions (defined herein) will be set to zero and/or zero percent (0%).

 

6. At all times, you must clearly represent yourself and your Sites as independent from Hypeach. 

 

5. Affiliate Obligations. In performing under the Affiliate Program, Affiliate agrees that he/she/it shall not publish, post, upload, distribute, distribute or disseminate, or permit any of the following to be posted onto its Sites. These shall include, but are not limited to: 

 

1. Content that violates any applicable laws or regulations;

 

2. Trademarks, trade names, service marks, or logos of Hypeach except as expressly authorized by Hypeach;

 

3. Content that defames, abuses, harasses, stalks, threatens or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

 

4. Content that is inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information;

 

5. Content that contains images, photographs, software or other material protected intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;

 

6. Content that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;

 

7. Content that contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

 

8. Content that is or depicts non-consenting or coercive sex and/or content that is or depicts child pornography, and/or any depiction of underage participants;

 

9. Content and/or advertising commonly referred to as “spamming,” other generally prohibited forms of advertising that include the use unsolicited commercial email (“UCE”), and/or postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once.

 

10. Advertising in any way that effectively conceals or misrepresents your identity, your domain name, your Sites, or your return email address. 

 

6. Affiliate Representations and Warranties. Affiliate represents, warrants, and agrees that the Sites or any content or technology used during his/her/its participation with the Affiliate Program will not:  

a. Direct or pull internet traffic away from Hypeach’s website.

b. Attempt to modify or alter Hypeach’s website in any way.

c. Make any representations, either express or implied, or create an appearance that a visitor to Affiliate’s Sites is visiting Hypeach’s website.

d. “Scrape” or “spider” any Hypeach website or any other website for Hypeach’s intellectual property.

e. Misrepresent any product(s) or service(s), including those of Hypeach.

 

7. Misrepresent themselves, Hypeach, or their relationship with Hypeach in a false or misleading way. Accordingly, Hypeach requires all Affiliates to comply fully with all applicable laws, regulations, and guidelines concerning advertising and marketing, including but not limited to, the Federal Trade Commission (“FTC”) disclosure requirements.

 

8. Direct any mailing(s) or electronic transmission(s) any third-party that is not already a customer or subscriber of Affiliate’s goods, services, and/or Sites, and/or fail to provide recipients the option to remove themselves from future mailings and/or electronic transmissions.

 

7. FTC Disclosure Requirements and Endorsement Guides. Affiliate shall include a disclosure statement wherever Affiliate URLs for Hypeach’s Affiliate Program are posted as an endorsement, review, or paid advertisement. The disclosure statement should be clear, close, and state that Hypeach is compensating Affiliate for Affiliate’s review or endorsement. If Affiliate received Hypeach product(s) for free for review, this also must be clearly stated in Affiliate’s disclosure. Hypeach reserves the right to audit Affiliate’s Sites without notice for disclosure compliance and to remove an Affiliate from the Affiliate Program if it determines Affiliate is not in compliance. For more information on FTC disclosure requirements and Endorsement Guides, please review https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-askingand https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf.

8.  Affiliates’ Compliance With Applicable Laws. Affiliate represents, warrants, and agrees that in addition to the above, it shall at all times comply with all applicable laws, ordinances, statutes, rules, including, without limitation those relating to:

 

1. Control of imports and exports of commodities and personal data;

 

2. The CAN-SPAM Act. For more information about CAN-SPAM, please review https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business; and

 

3. California Business & Professions Code § 17529.5 et seq. relating to Restrictions on Unsolicited Commercial E-mail Advertisers.

 

9. Affiliate Commissions. Except in jurisdictions where such a transaction is prohibited and subject to Affiliate’s compliance with the Affiliate Terms, Affiliates are eligible to earn certain commissions (based on a net sales amount for the product(s) sold, excluding shipping, taxes, and other related costs, and subject to any refunds, replacements, or other order modifications), bonuses, and/or other specified perks (collectively, the “Affiliate Commissions”), currently posted at: https://hypeach.com/pages/style-ambassadors, and which may modified from time to time by Hypeach in its sole and complete discretion. Hypeach pays eligible Affiliate Commissions on a monthly basis. Affiliate Commissions will be disbursed via PayPal or in any other manner by Hypeach. If Affiliate’s account is terminated due to violation of the Affiliate Terms, Hypeach reserves the right to withhold all future Affiliate Commissions that may be owed to Affiliate. Affiliate is responsible for any and all charges, fees, taxes, change rates, surcharges, and other expenses that may be incurred for Affiliate to receive Affiliate Commissions. Affiliate Commissions may be withheld for a reasonable time to ensure that the correct amount is paid to Affiliate. If it is determined that payment of Affiliate Commissions to an Affiliate in any jurisdiction is illegal under any laws, Hypeach reserves the right to not pay Affiliate Commissions for any sales made in that jurisdiction. 

 

10.   Confidential Information. Affiliate agrees that all information including, without limitation, the provisions of the Affiliate Terms, business and financial information, customer and vendor lists, pricing, and sales information, shall remain strictly confidential and shall not be utilized directly or indirectly by Affiliate for its own business purposes or any other purpose except and solely to the extent that any such information is available to the general public, compelled by law, or prior written consent for such disclosure was obtained from Hypeach.

 

11.  Disclaimer and Limitation of Liability. Hypeach expressly disclaims any and all representations or warranties of the information, materials and/or content available through its website and/or any other related Hypeach platforms, including, but not limited to any implied warranties of merchantability, fitness for a particular purpose, reliability, accuracy, and non-infringement are expressly disclaimed and excluded. Hypeach will not be liable with respect to any subject matter of these Affiliate Terms under any contract, negligence, tort, strict liability, or other legal or equitable theory for any indirect, consequential, special, or exemplary damages, including but not limited to loss of revenue, goodwill, or anticipated profits or lost business, even if Affiliate has been advised of the possibility of such damages. Hypeach also makes no representation that its website, URL(s)/link(s) provided, and/or any other related Hypeach platforms will be uninterrupted and free of error and will not be liable for the consequences of any interruptions or errors.  

 

12. Indemnification. Affiliate agrees to indemnify and hold Hypeach harmless Hypeach and its employees, representatives, agents, and affiliates against any and all claims, suits, actions or other proceedings brought against them based on or arising from any claim resulting from Affiliate’s breach of these Affiliate Terms, including Affiliate’s representations and warranties; the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and any other related requirements; and/or any spamming violations of any kind, including without limitation any spamming violations by any of Affiliate’s own affiliates, sub-affiliates, and/or other person or entity having any direct or indirect relation to Affiliate. Affiliate acknowledges and agrees to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Hypeach in connection with or arising from any claim, suit, action, or proceeding.

 

13. Termination. Affiliate or Hypeach may terminate Affiliate’s status as an Affiliate at any time, with or without cause. Upon termination, all licenses granted to Affiliate (if any) shall cease and Affiliate shall use her/his/its best efforts to immediately remove from Affiliate’s Sites all links and references to Hypeach, cease any and all use of items received through or used in connection with the Affiliate Program. Hypeach reserves the right to terminate the Affiliate Program at any time with or without notice to Affiliate. If it comes to our attention that you (including any of your affiliates, agents, or representatives) are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Hypeach’s Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation(s).

  

14. Modification. These terms may be subject to change from time to time in Hypeach’s sole discretion, without notice to you. At a minimum, Hypeach will communicate any amendments to you by posting updates to the Affiliate Terms and conditions maintained on its website. Your continued participation as an Affiliate after such modification will constitute your acceptance to the amended Affiliate Terms.

 

15. General Provisions.

1. Dispute Resolution. Hypeach prefers to address resolution without the need for formal legal action. Hypeach and Affiliate acknowledge and agree that prior to initiating any claim against the other, they will, in good faith, attempt to resolve the dispute informally in an expeditious and professional manner. In the event Hypeach and Affiliate are unable to resolve their dispute in a timely manner, they hereby submit to mandatory and binding arbitration for any and all claims, controversies, and/or disputes arising out of, relating to, or resulting from the Affiliate Terms. The parties agree to resolve such claim, controversy, and/or dispute by arbitration through JAMS, Inc. (“JAMS”), pursuant to its Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”) by a sole arbitrator. The parties agree not to challenge or otherwise object to the jurisdiction of such arbitration under the Affiliate Terms. The decision of the arbitrator shall be in writing.

 

2. Relationship. Affiliate’s participation in the Affiliate Program shall not be construed as a joint venture, pooling arrangement, partnership, teaming effort, or agency agreement with Hypeach. Affiliate shall have no authority to bind Hypeach to any agreement, nor shall Affiliate be considered to be an agent of Hypeach in any respect.

 

3. Choice of Law. The Affiliate Terms shall be construed and enforced in accordance with, and governed by the laws of the State of California. Hypeach and Affiliate agree unconditionally and mandatorily to exclusive venue and jurisdiction for any dispute arising under the Affiliate Terms in the County of Orange, California and each Party hereby waives any right to object to the convenience of such venue. To the extent that any JAMS Rules conflict with California law, California law shall take precedence. 

 

4. Notice. A notice required or permitted to be given by either party to the other under these Affiliate Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.

 

5. Waiver. No waiver by Hypeach of any breach of the Affiliate Terms by Affiliate shall be considered as a waiver of any subsequent breach of the same or any other provision.

 

6. Severability. If any provision of these Affiliate Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Affiliate Terms and the remainder of the provision in question shall not be affected.

 

7. Assignment. Affiliate may not assign these Affiliate Terms, or any URL or links provided to Affiliate by Hypeach, to any third party without the prior written consent of Hypeach.

 

8. Complete Affiliate Terms. These Affiliate Terms and any other documents incorporated herein constitute the entire agreement between the parties on this subject. All prior representations or arrangements on this subject matter are superseded by these Affiliate Terms.

 

9. No Other Rights. No license or transfer of intellectual property rights in any “Confidential Information” is provided hereunder, either expressly or by implication, estoppel, or otherwise.

 

BY CLICKING “I ACCEPT” YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AFFILIATE TERMS.