Terms & Conditions - Affiliate Program
Affiliate Terms & Conditions
Thank you for agreeing to participate in the LUMEBOX LLC affiliate program. We are looking forward to working with you.
- INTRODUCTION. This is a legal agreement between you and Lumebox, LLC located at 11040 Bollinger Canyon Rd. Suite E888, San Ramon, CA 94582 and its affiliates (collectively, “Company”). By submitting the online application, you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition. As used in these terms and conditions: (i) “We”, “us”, or “our” refers to Company and our website; (ii) “you” or “your” refers to the Affiliate; (iii) “your website” refers to any websites that you will link to our websites; and (iv) “Program” refers to our Affiliate Program.
- ENROLLMENT. After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program. We reserve the right to reject any application, however, we encourage you to contact us if you feel we have made an incorrect decision.
- SERVICES. We agree to pay you certain Referral Fees as published on our website for the purpose of promoting our products: 1) to a list of email addresses owned and maintained by you and/or 2) through articles posted on your websites; and/or 3) through various social media platforms such as Twitter, Facebook, Instagram and YouTube. In connection with the foregoing, we will provide you with the following materials and information (the “Company Materials”): (i) a list of our websites (“Sites”); (ii) appropriate tracking codes and/or links (collectively, “Links”) for the purpose of directing consumers to the Sites and tracking sales; and (iii) certain text, names, trademarks, service marks, copyrights, materials, artwork, graphics, images, logos, banner advertisements, and other elements which are owned by us and designated by us to be used in the promotion of the Products (the “Promotional Materials”).
- CONTENT; LIMITED LICENSES. Subject to the terms of this Agreement: (i) We hereby grant you a limited, revocable, non-transferable, non-sub licensable, non-exclusive, royalty-free license to copy and display the Promotional Materials; and (ii) You hereby grant us and our affiliates a limited, revocable, non-transferable, non-sub licensable, non-exclusive, royalty-free license to use your name and likeness, and any materials created or used by you under this Agreement, in connection with the advertising, promotion, marketing, selling and exploitation of our products. The licenses set forth in this Section 4 will immediately and automatically terminate upon termination of this Agreement.
- QUALIFYING ORDERS. In consideration for services hereunder, we will pay Referral Fees to you on the sale of products to consumers if: (a) the consumer follows Links provided to you to the ordering page of the Sites, (b) You correctly use Promotional Materials, (c) the consumer purchases products using the ordering system on the Sites, (d) the consumer accepts delivery of the products at the shipping destination, and (e) the consumer remits full payment for the products (“Qualifying Orders”). If a Qualifying Order that generates a Referral Fee is returned by the consumer, Company has the right to cancel that Referral Fee and deduct the equivalent amount from Affiliate’s next monthly payment. You acknowledge and agree that we shall have the right to: (i) suspend or cancel deliveries of products for any reason which we deems sufficient; (ii) terminate your account with us for any suspicious or questionable orders generated by you, including but not limited to duplicate orders, fraudulent orders, automated orders or declined orders.
- PAYMENT OF REFERRAL FEES. We will pay the Referral Fees based solely on the method we agreed and it will be paid on a monthly basis. Within thirty (15) days following the end of each month, we will send you payment for the Referral Fees earned by you on Qualifying Orders made during the previous month (less any returns or taxes). We will be responsible for tracking Qualifying Orders made through the Links. We will make available to you monthly reports summarizing this sales activity. Our records will be the determinative evidence of the Qualifying Orders that entitle you to the Referral Fees. No Referral Fees will be paid for any reason if you do not submit a completed and signed W-9 form.
- CHANGE OF TERMS AND CONDITIONS AND REFERRAL FEES. We reserve the right to change the terms and conditions of this agreement, including the Referral Fees, at any time and in our sole discretion, by posting a notice of our new agreement on our website or by an email to you. YOUR CONTNIUED PARTICIPATION IN OUR PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR WEBSITE OR BY EMAIL TO YOU WILL CONSTITUTE BINDING ACCEPTACE OF THE CHANGE. Referral fees can go up as well as down. If you do not agree to the new terms and conditions or Referral Fees, you may terminate this agreement in accordance with Section 10.
- GUIDELINES AND RESTRICTIONS. You hereby represent, warrant, and agree that you will only display and use the Promotional Materials which are designated by us to be used in promoting our products ,you will be responsible for the maintenance and placement of Promotional Materials in your promotions, and that you may not offer any unapproved discounts, rebates or premiums that would change the prices of products as designated by us. We may modify Promotional Materials at any time in our sole discretion, and you will make any such modifications promptly upon request. Your promotions should only make factual statements about LUMEBOX and our products, which you know for certain are true and can be proven or verified. You must not make any disease claims, and must at all times ensure that your promotions are acceptable structure-function claims and lawful under the Federal Food Drug and Cosmetic Act and all relevant rules and regulations of the U.S. Food and Drug Administration (“FDA”).
You hereby represent, warrant and agree that you will only display and use the Promotional Materials which are designated by us to be used in promoting our products (“Talking Points” available at www.thelumebox.com/talking-point). We may modify Talking Points at any time at our sole discretion, and you will make any such modifications promptly upon request.
- GUIDELINES AND RESTRICTIONS. You hereby represent, warrant, and agree that you will only display and use the Promotional Materials which are designated by us to be used in promoting our products, you will be responsible for the maintenance and placement of Promotional Materials in your promotions, and that you may not offer any unapproved discounts, rebates or premiums that would change the prices of products as designated by us. We may modify Promotional Materials at any time in our sole discretion, and you will make any such modifications promptly upon request. You also hereby expressly acknowledge and agree that you will fully comply with all known applicable governmental laws, ordinances, codes, and regulations, and all advertising guidelines, rules, regulations, and orders of the Federal Trade Commission (“FTC”), and any other body governing advertising, including but not limited to all terms and conditions of the CAN-SPAM Act relating to email marketing, including: (i) no false or misleading header information, (ii) no deceptive subject lines, (iii) identifying the Promotional Materials as an advertisement, (iv) including a valid physical postal address; and (v) telling recipients how to opt-out of receiving future emails (if applicable) and honoring such requests promptly. In connection with foregoing, you agree to maintain suppression lists (i.e., lists of emails that have elected to “opt-out”) and scrub all email data against the suppression lists prior to emailing any campaign. In addition to the foregoing, you agree to not purchase any advertising or keywords using any version of our product names, brands, or URLs, or any misspellings or variations thereof, from any search engine or portal site (e.g., Google, Yahoo, Bing, etc.). Further, without prior written approval by us, you agree to not purchase any advertising or keywords using any version of the product names, brands or URLs belonging to competitors of us and our products, or any misspellings or variations thereof.
- OWNERSHIP AND ACKNOWLEDGMENTS. You acknowledge and agree that: (i) our products, and any intellectual property related thereto; (ii) the Promotional Materials; and (iii) any and all information related to consumers of our products, including but not limited, customer data and sales data, is, and shall be the sole property of Company, and all rights, title and interest therein shall vest in Company and its successors or assigns; and B) except as specifically set forth in this Agreement: (i) each party reserves all rights in its respective tangible and intangible property, as well as all intellectual property rights inherent therein; and (ii) except as expressly stated herein, neither party acquires any rights under any patent, copyright or other intellectual property rights of the other party, or any other rights or licenses under this Agreement.
- TERMINATION OF AGREEMENT. This Agreement and will end when terminated by either party for any reason. Upon termination of this Agreement, you will immediately cease any use of Promotional Materials and will be eligible to earn Affiliate Fees on Qualifying Orders received by Company within fifteen (15) day’s following termination.
- DISCLAIMERS & LIMITATION OF LIABILITY.
COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY OF ITS PRODUCTS, OR ANY OF THE SITES (INCLUDING WITHOUT LIMITATION, ANY 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 OR WARRANTY THAT THE OPERATION OF THE SITES OR ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR-FREE, AND COMPANY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
COMPANY WILL NOT BE LIABLE TO AFFILIATE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PRODUCTS OR THE SITES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PRODUCTS OR THE SITES WILL IN NO EVENT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.
THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY.
- INDEMNIFICATION. You shall indemnify, defend and hold Company, its affiliates, and its respective officers, directors, members and employees, harmless from and against any and all third party claims, demands, liabilities, loss, damages, expenses, proceedings, actions or causes of action or government inquiries, including attorneys’ fees and expenses and costs (collectively, “Claims”), resulting from (i) the breach by Affiliate of any representations, warranties or any other part of this Agreement; (ii) any act or omission by Affiliate or any of Affiliate’s employees, agents, contractors, sub-affiliates or representatives; (iii) Affiliate promotions and any intellectual property related thereto, but not including any unmodified Promotional Materials which were provided, created, approved and developed by Company; and (iv) the violation of any federal, state or local laws or regulations applicable to Affiliate’s duties or obligations under this Agreement.
- MISCELLANEOUS. (i) This Agreement shall be governed by and construed exclusively in accordance with laws of the State of California, without regard to its conflicts or choice of law rules, the courts of which San Ramon, CA shall have exclusive jurisdiction over the parties and subject matter; (ii) This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter herein and merges all prior discussions and agreements between the parties with respect to that subject matter; (iii) No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by both parties; (iv) This Agreement shall not be construed against any party by reason of the drafting or preparation thereof; (v) If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force; (vi) The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. You will have no authority to make or accept any offers or representations on our behalf or otherwise bind Company in any way.