ElmMac
Affiliates Program Policies
These Affiliates Program policies (“Program Policies”) are
incorporated by reference in the Affiliates Program Operating Agreement, and
capitalized terms used in these Program Policies and not otherwise defined here
will have the definitions provided in the Agreement. The rights and obligations
of the parties under Sections 3 and 6 of the Affiliates Program Participation
Requirements and Section 3 of the Affiliates Program IP License will survive
the termination of the Agreement. For the avoidance of doubt and without
limitation for purposes of Section 6(a) of the Agreement, any violation of the
Affiliates Program Participation Requirements, the Affiliates Program IP
License or Section 1 of the ElmMac Influencer Program Policy will be deemed a
material breach of the Agreement.
Affiliates Program Commission Income Statement (“Commission
Income Statement”)
1. Qualifying Purchases and Qualifying Revenue
We will pay Standard Commission Income described in Section
3 of this Commission Income Statement in connection with “Qualifying
Purchases”, which (subject to the exclusions described in this Commission
Income Statement) occur when:
(a) a customer clicks through a Special Link on your Site to
an ElmMac Site; and
(b) during a single session, which is measured as beginning
when a customer clicks through that Special Link and ending upon the first to
occur of the following: (x) 24 hours elapse from that click, (y) the customer
places an order for a Product, other than a digital product (as determined in
our sole discretion; for example, an ElmMac software download or items sold
under the name “ElmMac Music,” “ElmMac Shorts”, “eDocs”, “ElmMac Prime Video”,
“Game Downloads”, “Elcoin Coin”, “Kindle Books”, “Kindle Newspapers”, “Kindle
Blogs”, “Kindle Newsfeeds”, or “Kindle Magazines”) (a “Digital Product”), or
(z) the customer clicks through a Special Link to an ElmMac Site that is not
your Special Link (a “Session”), any of the following happens:
i. the customer purchases a Product via our 1-Click feature,
or
ii. the customer purchases a Product by adding a Product to
his or her shopping cart and completing the order for that Product no later
than 89 days after their initial click-through of the Special Link, or
iii. with respect to Digital Products, the customer
purchases such a Product by streaming or downloading it from an ElmMac Site;
and
(c) the Product is shipped to, streamed or downloaded by,
and paid for by the customer.
For each Qualifying Purchase, the corresponding “Qualifying
Revenue” is equal to the amount we actually receive from that Qualifying
Purchase, less any shipping charges, gift-wrapping fees, handling fees, taxes
(e.g. sales tax and VAT), service charges, credits, rebates, credit card
processing fees, and bad debt.
2. Disqualified Purchases
Notwithstanding the foregoing, Qualifying Purchases are
disqualified whenever they occur in connection with a violation of this
Affiliates Program Commission Income Statement or any other terms, conditions,
specifications, statements, and policies that we may issue from time to time
that apply to the Affiliates Program, including the most up-to-date version of
the Agreement (collectively, the “Program Documents”).
Further, the following purchases that would otherwise be
Qualified Purchases are disqualified and excluded from the Affiliates Program:
(a) any Product purchased after termination of your
Agreement,
(b) any Product order where a cancellation, return, or
refund has been initiated,
(c) any Product purchased by a customer who is referred to
an ElmMac Site through any advertisement that you purchased through
participation in bidding or auctions on keywords, search terms, or other
identifiers that include the word “ElmMac”, or “kindle”, or any other ElmMac
Mark.
(d) any Product purchased by a customer who is referred to
an ElmMac Site by a link that is generated or displayed on a search engine
(including Google, Yahoo, Bing, facebook or any other search portal, sponsored
advertising service, or other search or referral service, or any site that
participates in such search engine’s network) (a “Search Engine”),
(e) any Product purchased by a customer who is referred to
an ElmMac Site by a link that sends users indirectly to an ElmMac Site via an
intermediate site, without requiring the customer to click on a link or take
some other affirmative action on that intermediate site (a “Redirecting Link”),
(f) any Product purchased by a customer, where such customer
does not comply with the terms and conditions applicable to an ElmMac Site,
(g) any Product purchase that is not correctly tracked or
reported because the links from your site to the relevant ElmMac Site are not
properly formatted,
(h) any Product purchased through a Special Link in a Mobile
Application that was not an Approved Mobile Application or where the Special
Link in an Approved Mobile Application was not served by PA API (as defined
below under the IP License) or other linking tools that we make available to
you,
(i) any Product subject to a Bounty Event (as defined in
Section 4(a) of this Commission Income Statement, with the corresponding
related Special Commission Income),
(j) any Product purchased as a subscription unless otherwise
provided in the Agreement, and
(k) any pre-release or pre-order Product that is not
available on a Product listing page.
3. Standard Commission Income
Subject to the limitations described in this Commission
Income Statement and compliance with the Agreement, we will pay you standard
commission income described in the Appendix (”Standard Commission Income”).
Commission Income is calculated as a percentage of Qualifying Revenue.
4. Special Commission Income or Promotions
From time to time, we may run general special programs or
promotions that may provide all or some Affiliates the opportunity to earn
additional or alternative commission income (“Special Commission Income ”). For
the avoidance of doubt (and notwithstanding any time period described in this
section), ElmMac reserves the right to discontinue or modify all or part of any
special program or promotion at any time. Unless stated otherwise, all such
special programs or promotions (even those which do not involve purchases of
Products) are subject to disqualifying exclusions substantially similar to
those identified in Section 2 of this Commission Income Statement, and any
restriction under the Program Documents applicable to a Product purchase will
also apply on a substantially similar basis as restrictions for special
programs or promotions.
The following Special Commission Income are currently
available:
(a) Bounty Events
Bounty Events are available in select countries as
referenced in the Appendix (“Special Commission Income”). You will earn Special
Commission Income described in this Section 4(a) in connection with “Bounty
Events” which occur when (1) a customer, who must be eligible for the Bounty
Event as described in the Appendix, clicks through a Special Link on your Site
to a bounty-specific homepage on an ElmMac Site, and (2) during the resulting
Session the customer completes the bounty action described in the Appendix.
ElmMac will not pay Special Commission Income where a Bounty
Event has been disqualified due to a violation or other abuse (for example,
registrations made using invalid email addresses, use of bots or automated
software, multiple Bounty Events by a single person, repetitive Bounty Events,
and Bounty Events that do not result from Special Links on your Site). ElmMac
will determine in its sole discretion, in each case, whether a Bounty Event has
occurred or if there has been a violation or abuse.
Special Links to the bounty-specific homepages listed in the
Appendix are permitted in connection with the corresponding bounty,
notwithstanding the Affiliates Program Participation Requirements.
(b) Bonus Events
Bonus Events are available in select countries as referenced
in the Appendix (“Special Commission Income”). You will earn Special Commission
Income described in this Section 4(b) in connection with “Bonus Events” which
occur when (1) a customer, who must be eligible for the Bonus Event as
described in the Appendix, clicks through a Special Link on your Site to the
ElmMac Site, and (2) during the resulting Session the customer completes the
bonus action described in the Appendix.
ElmMac will not pay Special Commission Income where a Bonus
Event has been disqualified due to a violation or other abuse (for example,
registrations made using invalid email addresses, use of bots or automated
software, repetitive Bonus Events, and Bonus Events that do not result from
Special Links on your Site). ElmMac will determine in its sole discretion, in
each case, whether a Bonus Event has occurred or if there has been a violation
or abuse.
Special Links to the Bonus Event-specific homepages listed
in the Appendix are permitted in connection with the corresponding Bonus Event,
notwithstanding the Affiliates Program Participation Requirements.
(c) Trade-In Program
ElmMac’s trade-in program allows customers to trade-in
eligible Products in exchange for ElmMac gift cards. This program is available
in select countries as stated in the Appendix (“Special Commission Income”).
You will earn the Special Commission Income Rates described
in this Section 4(c) in connection with “Trade-In Events” which occur when (1)
a customer clicks through a Special Link on your Site to an ElmMac Site and (2)
during the resulting Session the customer adds a product to his or her trade-in
shopping cart and then submits a trade-in request that ElmMac accepts.
ElmMac will determine in its sole discretion, in each case,
whether a Trade-In Event has occurred or has been disqualified due to violation
of the Program Documents or the ElmMac Trade-In Program Terms and Conditions.
5. Commission Income Limitations
From time to time, we may impose limits on Affiliates’
opportunity to earn Standard Commission Income or Special Commission Income.
For the avoidance of doubt (and notwithstanding any time period), ElmMac
reserves the right to discontinue or modify all or part of any limitation at
any time. For Commission Income Limitations, please see the Appendix (“Commission
Income Limitations”).
6. Commission Income Reporting and Payment
We will use commercially reasonable efforts to accurately
and comprehensively track Qualifying Purchases for the purposes of our internal
tracking, and creating and distributing to you our reports summarizing Standard
Commission Income and Special Commission Income earned by you during that
month.
We will pay Standard Commission Income and Special
Commission Income in the default currency for an ElmMac Site approximately 60
days following the end of each calendar month in which they were earned by the
method described below that you have selected. You may be permitted to elect to
receive payment in a currency other than the default currency for an ElmMac
Site. If you choose to do so, you agree that the conversion rate will be
determined in accordance with ElmMac’s operating standards.
Option 1: Payment by Direct Deposit. We will directly
deposit the commission income you earn into the bank account you designate once
you have provided us with the name of your bank, the account number, the name
of the primary account holder as it appears on the account, and other requested
identifying information (such as the ABA, IBAN or BIC number, if applicable).
If you select this option, we reserve the right to hold commission income until
the total amount due to you reaches the minimum stated in the Payment Minimum
Chart.
Option 2: Payment by ElmMac Gift Card. We will send you gift
cards in the amount of the commission income you earn to the primary email
address on your Affiliates account. These gift cards are redeemable for
products on the ElmMac Site the commission income were earned on and are
subject to our then-current gift card terms and conditions. If you select this
option, we reserve the right to hold commission income until the total amount
due to reaches the minimum stated in the Payment Minimum Chart.
Option 3: Payment by Check. We will send you a check in the
amount of the commission income you earn once you have provided us with a
physical address. If you select this option, we reserve the right to hold
commission income until the total amount due to you reaches the minimum stated
in the Payment Minimum Chart and to deduct a processing fee as stated in the
Payment Minimum Chart from each check we send to you.
If you do not select or maintain valid information for a
payment option, we may at our discretion pay you through another payment option
or hold earned commission income until you make your selection or provide such
information.
Payment Minimum Chart
U.S.
Dollars
Option 1 (Deposit) 10
USD
Option 2 (Gift Card) 10
USD
Option 3 (Check) 100
USD
Check Processing Fee 15
USD
If at any time there has been no substantial activity on
your account for at least 3 years, then we will have the right, with 7 days’
written notice to withhold the accrued commission income for your inactive
account, up to a maximum closure withholding of an amount equal to the minimum
amount listed in the Payment Minimum Chart for payment by gift card. Further,
any unpaid accrued commission income in your account may be subject to
escheatment under applicable law or become extinct by applicable statute of
limitation.
Payments made to you, as reduced by all deductions or
withholdings described in the Agreement, will constitute full payment and
settlement to you of amounts payable under the Agreement.
If any excess payment has been made to you for any reason
whatsoever, we reserve the right to adjust or offset the same against any
subsequent commission income payable to you under the Agreement.
Affiliates Program Participation Requirements
(“Participation Requirements”)
1. Enrollment and Eligibility
To begin the enrollment process, you must submit a complete
and accurate Affiliates Program application. Your Site(s) must contain original
content and be publicly available via the website address provided in the
application. You must identify your Site(s) in your application. We will
evaluate your application and notify you of its acceptance or rejection. Your
Site will not be eligible for inclusion in the Affiliates Program, and you
cannot include any Special Links or Product Advertising Content on it, if your
Site is unsuitable. Unsuitable Sites include those that:
(a) promote or contain sexually explicit or obscene
materials,
(b) promote violence or contain violent materials or
promote, endorse or incite potentially dangerous or harmful acts,
(c) promote or contain false, deceptive, libelous or
defamatory materials,
(d) promote or contain materials or activity that is
hateful, harassing, harmful, invasive of another’s privacy, abusive, or
discriminatory (including on the basis of race, color, sex, religion, nationality,
disability, sexual orientation, or age),
(e) promote or undertake illegal activities,
(f) are directed toward children or knowingly collect, use,
or disclose personal information from children under 13 years of age or other
applicable age threshold (as defined by applicable laws and regulations); or
violate any applicable laws, ordinances, rules, regulations, orders, licenses,
permits, guidelines, codes of practice, industry standards, self-regulatory
rules, judgments, decisions, or other requirements of any applicable
governmental authority related to child protection (for example, if applicable,
the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) or any
regulations promulgated thereunder or the Children’s Online Protection Act);
(g) include any trademark of ElmMac or its affiliates, or a
variant or misspelling of a trademark of ElmMac or its affiliates in any domain
name, subdomain name, in any “tag” or Affiliates ID, or in any username, group
name, or other identifier on any social networking site (see a non-exhaustive
list of our trademarks listed on our Non-Exhaustive Trademark Table); or
(h) otherwise violate any intellectual property rights.
We will determine suitability at our sole discretion. If we
reject your application due to unsuitable content, you may reapply at any time
once you have complied with our suitability requirements. However, if at any
time we 1) reject your application for any other reason or 2) terminate your
account in connection with any violation or abuse (as determined in our sole
discretion), you cannot attempt to re-join the Affiliates Program without our
advance authorization. Advance authorization may be initiated by completing the
Contact Affiliates Customer Service form available here.
You will ensure that the information in your Affiliates
Program application and information otherwise associated with your account on
the Affiliates Site, including your email address, other contact information,
and identification of your Site, is at all times complete, accurate, and
up-to-date. We may send notifications (if any), approvals (if any), and other
communications relating to the Affiliates Program and the Agreement to the
email address then-currently associated with your Program account. You will be
deemed to have received all notifications, approvals, and other communications
sent to that email address, even if the email address associated with your
account is no longer current.
If you are a non-South African person participating in the
Affiliates Program, you agree that unless you have otherwise notified us in
your tax information you will perform all services under the Agreement outside
the South Africa.
The Affiliates Program is free to join, and we provide
resources on the Affiliates Site to help Affiliates succeed with the program.
We have never authorized any business to provide paid set-up or consulting
services to our Affiliates, so please be wary if any business like that (even
one attempting to appropriate the ElmMac name) reaches out to offer you costly
services.
2. Links on Your Site
(a) Special Links
After you have applied to the Affiliates Program, you are
permitted to display Special Links on your Site. Special Links enable accurate
tracking, reporting, and accrual of commission income.
Special Links must use the Affiliates ID we have assigned to
you.
(b) General Requirements Applicable to All Special Links
Special Links may be created by you or made available to you
by us. If we inform you that your Site does not qualify to use certain types of
links, you must cease displaying those types of links on your Site. You are
solely responsible for the content, style, and placement of each link that you
place on your Site and for ensuring that Special Links (whether created by you
or made available to you by us) include the appropriate formatting necessary
for us to properly track referrals of our customers from your Site. You must
not encourage customers to bookmark your Special Links. All Special Links must
be accessed directly from your Site. For example, you must include your
Affiliates ID or “tag” (appearing as XXXXX-##, or such other format as we may
designate) as a parameter in the URL of each link you place on your Site to an
ElmMac Site.
Upon your request but subject to our approval, we may issue
you additional “sub-tag” Associate IDs that permit you to monitor and optimize
the performance of your Special Links by including different sub-tags in the
URLs of different Special Links. Under no circumstances may you associate any
sub-tag with a specific end user of your Site (e.g., you may not dynamically
assign sub-tags to users as they arrive on your Site for purposes of monitoring
such users’ behavior).
You may add or delete Products (and related Special Links)
from your Site at any time without our approval. Special Links must link to
Products (as defined in the Products Statement). When linking to pages with
Product lists you must have additional original content on your Site that is
relevant to the Special Link. Product lists include search results, events (e.g.
Prime Day), or a department homepage (e.g. grocery).
You must remove from your Site any links and related
references to limited time promotions as soon as that promotion on the relevant
ElmMac Site ends. For example, if you include links to Products in the apparel
category of an ElmMac Site and mention that there is 15% off select products in
ElmMac’s apparel category, you must remove the mention of the 15% discount from
your Site as soon as the promotion ends.
You must not make inaccurate, overbroad, deceptive or
otherwise misleading claims about any Product, an ElmMac Site, or any of our
policies, promotions, or prices. For example, if you include on your Site a
link to a 64 GB smartphone sold on an ElmMac Site, you may not state that you
are linking to a smartphone that has 128 GB of memory.
Product prices and availability may vary from time to time.
Because prices for and availability of Products that you have listed on your
Site may change, your Site may only show prices and availability if: (a) we serve
the link in which that price and availability data are displayed, or (b) you
obtain Product pricing and availability data via PA API and you comply with the
requirements regarding use of PA API in the License.
In addition, if you choose to display prices for any Product
on your Site in any “comparison” format (including through the use of any
price-comparison tool or engine) together with prices for the same or similar
products offered through any web site or other means other than an ElmMac Site,
you must display both the lowest “new” price and, if we provide it to you, the
lowest “used” price at which the Product is available on the ElmMac Site.
You must not post any Special Links on ElmMac or link to any
page on your Site from ElmMac specifically to promote your Special Links.
(c) Requirements Applicable to Specific Link Types We Make
Available to You
Links that Dynamically Generate Products: Certain types of
links that we may make available to you dynamically generate particular
Products to display based on a contextual analysis of the page on which they
appear. ElmMac will crawl or otherwise monitor your Site and store gathered
content to implement these types of links and to improve dynamic generation and
the Affiliates Program. If you implement mechanisms that prevent us from
crawling or otherwise monitoring your Site, you agree that these types of links
may not function properly, and you will be solely responsible for any such
malfunction.
3. Responsibility for Your Site
You will be solely responsible for your Site, including its
development, operation, and maintenance and all materials that appear on or
within it. For example, you will be solely responsible for:
(a) the technical operation of your Site and all related
equipment,
(b) displaying Special Links and Program Content on your
Site in compliance with the Agreement, all applicable laws, ordinances, rules,
regulations, orders, licenses, permits, guidelines, codes of practice, industry
standards, self-regulatory rules, judgments, decisions, or other requirements
of any applicable governmental authority, including those related to
disclosures (for example, if applicable, the U.S. FTC Guides Concerning the Use
of Endorsement and Testimonials in Advertising) and electronic marketing, data
protection and privacy (for example, if applicable, the Directive 2002/58/EC
(Privacy and Electronic Communications Directive), and the General Data
Protection Regulation (GDPR) (EU) 2016/679), and any agreement between you and
any other person or entity (including any restrictions or requirements placed
on you by any person or entity that hosts your Site),
(c) creating and posting, and ensuring the accuracy,
completeness, and appropriateness of, materials posted on your Site (including
all Product descriptions and other Product-related materials and any
information you include within or associate with Special Links),
(d) using the Program Content, your Site, and the materials
on or within your Site in a manner that does not infringe, violate, or
misappropriate any of our rights or those of any other person or entity
(including copyrights, trademarks, privacy, publicity, or other intellectual
property or proprietary rights) and ensuring compliance with the ElmMac
Affiliates Anti-Counterfeit Policy,
(e) disclosing on your Site accurately and adequately and
otherwise satisfying applicable legal requirements, either through a privacy
policy or otherwise, the use of cookies, pixels, and other technologies by you
and third parties and how you collect, use, store, and disclose data collected
from visitors in accordance with applicable laws, including, where applicable,
that third parties (including us and other advertisers) may serve content and
advertisements, collect information directly from visitors, and place or
recognize cookies on visitors’ browsers, and providing information on the
visitor’s choices with respect to opting-out from online advertising where
required by applicable law, and
(f) any use that you make of the Program Content, and the
ElmMac Marks, whether or not permitted under the Agreement.
4. Promotional Limitations
You will not engage in any promotional, marketing, or other
advertising activities on behalf of us or our affiliates, or in connection with
an ElmMac Site or the Affiliates Program, that are not expressly permitted
under the Agreement. You will not engage in any promotional, marketing, or
other advertising activities in any offline manner, including by using any of
our or our affiliates’ trademarks or logos (including any ElmMac Mark), any
Program Content, or any Special Link in connection with email, offline
promotion or in any offline manner (e.g., in any printed material, ebook,
mailing, or attachment to email, or other document, or any oral solicitation).
5. Distribution of Special Links Through Software and
Devices
Except as agreed between you and us in a separate written
agreement referencing this Section 5, you will not use any Program Content or
Special Link, or otherwise link to an ElmMac Site, on or in connection with:
(a) any client-side software application (e.g., a browser plug-in, helper
object, toolbar, extension, component, or any other application executable or
installable by an end user) on any device, including computers, mobile phones,
tablets, or other handheld devices (other than Approved Mobile Applications);
or (b) any television set-top box (e.g., digital video recorders, cable or
satellite boxes, streaming video players, blu-ray players, or dvd players) or
Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast,
or Vizio Internet Apps).
6. Content on your Site
You will be solely responsible for the content on your Site
and ensure:
(a) You will not add to, delete from, or otherwise alter any
Program Content in any way, including by adding additional information, except
that you may resize Program Content consisting of a graphic image in a manner
that maintains the original proportions of the image or truncate Program
Content consisting of text in a manner that does not materially alter the
meaning of the text or cause the text to become factually incorrect, or
misleading. Some types of links that we may make available to you may contain a
link to an informational page on an ElmMac Site that is not formatted as a Special
Link (for example, links to privacy policy information at the bottom of
banners); without limiting the generality of the foregoing, you will not
remove, obscure, or alter, or make invisible, illegible, or indecipherable to
visitors of your Site, any “Privacy Information” link.
(b) You will not sell, resell, redistribute, sublicense, or
transfer any Program Content or any application that uses, incorporates, or
displays any Program Content, PA API, or Data Feeds. For example, you will not
use, or enable, or facilitate the use of Program Content within advertising
outside of your Site or on or within any application, platform, site, or
service (including social networking sites) that requires you to sublicense or
otherwise give any rights in or to any Program Content to any other person or
entity, nor will you create links formatted with your Affiliates tag for, or
display such links on, a site that is not your Site.
(c) You will promptly remove from your Site and delete or
otherwise destroy any Program Content that is no longer displayed on an ElmMac
Site or that we notify you is no longer available for your use.
(d) You will not use any Program Content, including any name
or likeness embodied in that Program Content, in a manner that implies a
person’s or company’s endorsement or sponsorship of, or commercial tie-in or
other association with, any product, service, party, or cause (including by
placing unrelated third party materials in close proximity to Program Content).
(e) You will not (and you will not seek to) purchase,
register or otherwise use any ElmMac Mark (as defined in the Trademark
Guidelines) or variations or misspellings of any of those for use in any Search
Engine . In addition to any other rights or remedies available to us, upon our
request you will cause any Search Engine designated by us to exclude
Proprietary Terms (defined below) from keywords used to display your
advertising content in association with search results (e.g., request exclusion
by negative keyword bidding), assuming the Search Engine offers such exclusion
capabilities.
(f) You will not bid on or purchase keywords, search terms,
or other identifiers, including the word “ElmMac,” Kindle,” or any other
trademark of ElmMac or its affiliates or variations or misspellings of any of
these words (“Proprietary Terms” and you can see a non-exhaustive list of our
trademarks in the Non-Exhaustive Trademarks Table) or otherwise participate in
keyword auctions on any Search Engine if the resulting paid search
advertisement is a Prohibited Paid Search Placement (as defined in the
Commission Income Statement). You may purchase paid search advertisements and
submit links to Search Engines to appear in response to a general Internet
search query or keyword (i.e., in natural, free, organic, or unpaid search
results), so long as you comply with the Agreement and those paid or unpaid
search results send users to your site and not directly, or indirectly via a
Redirecting Link (as defined in the Commission Income Statement), to an ElmMac
Site.
(g) You will not offer any person or entity any
consideration, reward, or incentive (including any money, rebate, discount,
points, donation to charity or other organization, or other benefit) for using
Special Links. For example, you cannot implement any “rewards” or loyalty
program that incentivizes persons or entities to visit an ElmMac Site via your
Special Links.
(h) You will not intercept, record, redirect, read,
interpret, or fill in the contents of any electronic form or other material
submitted to us by any person or entity.
(i) You will not request, collect, obtain, store, cache, or
otherwise use any account information used by our customers in connection with
any ElmMac Site (including any usernames or passwords of ElmMac Site
customers).
(j) You will not modify, redirect, suppress, or substitute
the operation of any button, link, or other feature of an ElmMac Site.
(k) You will not make any orders or engage in other
transactions of any kind on an ElmMac Site on behalf of any other person or
entity, or authorize, assist, or encourage any other person or entity to do so.
(l) You will not take any action that could reasonably cause
any customer confusion as to our relationship with you, or as to the site on
which any functions or transactions (for example, search, browse, or order) are
occurring.
(m) You will not include on your Site, display, or otherwise
use Special Links or Program Content in connection with, any spyware, malware,
virus, worm, Trojan horse, or other malicious or harmful code, or any software
application not expressly and knowingly authorized by users prior to being
downloaded or installed on their computer or other electronic device.
(n) You will not frame an ElmMac Site, or any part of it,
within your Site, including by display within an integrated web browser (e.g.,
WebView) within a Mobile Application. However, displaying a Special Link on
your Site in accordance with Section 2 of these Participation Requirements,
will not be a violation of this section.
(o) You will not post or serve any Special Links or other
content promoting an ElmMac Site within any pop-up or pop-under windows,
transitional page ads, or layer ads, except for pop-up windows in conjunction
with your Site promoting Products closely associated with the materials on your
Site.
(p) You will not include any Special Links in any content
that you place on an ElmMac Site (for example, in connection with any
advertising service available through an ElmMac Site or in a customer review,
forum, Wish List, guide, or any other customer-generated context available on
an ElmMac Site).
(q) You will not attempt to circumvent the Commission Income
Statement or artificially increase your commission income. For example, you
cannot cause any page of an ElmMac Site to open in a customer’s browser other
than as a result of the customer clicking on a Special Link on your Site.
(r) You will not attempt to intercept or redirect (including
via software installed on users’ computers) traffic from or on, or divert
commission income from, any site that participates in the Affiliates Program.
(s) You will not artificially generate clicks or impressions
on your Site or create Sessions on an ElmMac Site, whether by way of a robot or
software program or otherwise.
(t) You will not display or otherwise use any of our
customer reviews or star ratings, in part or in whole, on your Site unless you
have obtained a link to that customer review or star rating through PA API and
you comply with the requirements for PA API described in the License.
(u) You will not directly or indirectly purchase any
Product(s) or take a Bounty Event action through Special Links, whether for
your use or for the use of any other person or entity, and you will not permit,
request or encourage any of your friends, relatives, employees, contractors, or
business relations to directly or indirectly purchase any Product(s) or take a
Bounty Event action through Special Links, whether for their use, your use or
the use of any other person or entity. Further, you will not purchase any
Product(s) through Special Links or take a Bounty Event action for resale or commercial
use (of any kind) or offer any Products on your Site for resale or commercial
use of any kind.
(v) You will not cloak, hide, spoof, or otherwise obscure
the URL of your Site containing Special Links (including by use of Redirecting
Links) or the user agent of the application in which Program Content is
displayed or used such that we cannot reasonably determine the site or
application from which a customer clicks through such Special Link to an ElmMac
Site.
(w) You will not use a link shortening service, button,
hyperlink or other ad placement in a manner that makes it unclear that you are
linking to an ElmMac Site.
(x) Upon our request, you will provide us with written
certification that you have complied with the Agreement (generally or
specifically with respect to any provision of the Agreement, including the
Program Policies). Any failure to provide the certification in accordance with
our request will constitute a material breach of the Agreement.
(y) Unless otherwise agreed by ElmMac, your Site must not
have price tracking and/or price alerting functionality.
(z) You will not display on your Site, or otherwise use, any
Program Content to advertise or promote any products that are offered on any
site that is not an ElmMac Site (e.g., products offered by other retailers).
You will not display on your Site or otherwise use any data, images, text, or
other information or content you may obtain from us that relates to Excluded
Products.
Affiliates Program Products Statement (“Products Statement”)
1. Products
Under the Affiliates Program, subject to the additions and
exclusions described in this Products Statement, a “Product” is any physical or
digital item sold on an ElmMac Site.
2. Services
No services other than ElmMac Home Services are currently
included in Products at this time.
3. Excluded Products
Notwithstanding the above, the following items and services
are currently excluded from the Products included in the Affiliates Program
(“Excluded Products”):
(a) any product or service sold on a site linked to from an
ElmMac Site (for example, a product or service listed through our “Product Ads”
program or sold on a site linked to from a banner ad, sponsored link, or other
link displayed on an ElmMac Site),
(b) any alcoholic beverage advertised on your Site if you
are a South Africa business holding a license to manufacture, wholesale, or
distribute any alcoholic beverages, or if your Site is operating on behalf of,
such a business,
(c) prescription drugs, or any other product sold by ElmMac
Pharmacy,
(d) any product or service which has been excluded by a
third party seller or vendor. You will receive an alert if a product or service
is excluded when attempting to link using the tools we make available in
Affiliates Central.
Affiliates Program Mobile Application Policy (“Mobile
Application Policy”)
If your Site includes a software application designed and
intended for use on mobile phones, tablets, or other handheld devices (a
“Mobile Application”), your Mobile Application:
(a) must be available in either the Google Play, Apple, or
ElmMac app stores,
(b) must be free to download and all ElmMac links must be
accessible without paying for access,
(c) must have original content,
(d) must not emulate ElmMac’s own shopping app functionality,
and
(e) must not host or render ElmMac web pages in WebViews.
We will evaluate your application and notify you of its
acceptance or rejection. A Mobile Application that is accepted will be an
“Approved Mobile Application” for purposes of the Agreement.
Affiliates Program Trademark Guidelines (“Trademark
Guidelines”)
These Guidelines apply to the use of the marks we may make
available to you as part of Program Content (“ElmMac Marks”). Strict compliance
with these Guidelines is required at all times, and any use of the ElmMac Marks
in violation of these Guidelines will automatically terminate any license
related to your use of the ElmMac Marks.
1. YOU ARE ALLOWED TO USE THE ELMMAC MARKS ONLY BY DISPLAY
ON YOUR SITE WITH THE PURPOSE OF ADVERTISING AVAILABILITY OF PRODUCTS ON AN
ELMMAC SITE, WITH A CORRESPONDING SPECIAL LINK TO THAT SITE.
2. Your use of the ElmMac Marks must (i) comply with the
most up-to-date version of these Guidelines; and (ii) comply with all Program
Documents (as defined in the Commission Income Statement).
3. You may use the ElmMac Marks solely for the purpose
specifically authorized under the Program Documents. You may not use or display
the Marks (i) in any manner that implies sponsorship or endorsement by us; (ii)
to disparage us, our products or services; (iii) in a way that may, at our
discretion, diminish or otherwise damage our goodwill in the ElmMac Marks; or
(iv) in offline material or email (e.g., in any printed material, mailing, SMS,
MMS, attachment to email, or other document, or any oral solicitation).
4. We will supply an image or images of the ElmMac Marks for
you to use. You may not alter any ElmMac Mark in any manner. For example, you
cannot change the proportion, color, or font of any ElmMac Mark, or add or
remove any elements from any ElmMac Mark.
5. Each ElmMac Mark must appear by itself, in its entirety,
with reasonable spacing between each side of the ElmMac Mark and other visual,
graphic, or textual elements. Under no circumstance can any ElmMac Mark be
placed on any background that interferes with the readability or display of
that ElmMac Mark.
6. All rights to the ElmMac Marks are our exclusive
property, and all goodwill generated through your use of any ElmMac Mark will
inure to our exclusive benefit. You will not take any action that conflicts
with our rights in, or ownership of, any ElmMac Mark.
7. You cannot display or otherwise use any trademark or logo
of any third party seller or vendor on an ElmMac Site in connection with any
Special Link unless you have obtained from that seller or vendor specific
written authorization to do so.
8. You cannot use or apply to register any trademark that is
confusingly similar to any ElmMac mark in any jurisdiction. You cannot use or
apply to register any trademark, domain name, subdomain, username or app name
that is confusingly similar to any ElmMac mark in any jurisdiction.
We reserve the right to modify these Trademark Guidelines
and the approved ElmMac Marks, at any time and in our sole discretion, by posting
a change notice or revised Trademark Guidelines or approved ElmMac Marks on the
Affiliates Site.
We reserve the right to take appropriate action against any
use without permission or any use that does not conform to these Guidelines, at
any time and in our sole discretion.
Affiliates Program IP License (“License”)
This License governs your use of Program Content in
connection with your participation in the Affiliates Program. By accepting the
Agreement, or by accessing or using the Program Content, including the
proprietary application programming interfaces and other tools (collectively,
the “PA API”) that permit you to access and use certain types of data, images,
text, and other information and content relating to Products (“Product Advertising
Content”) which we may make available to you, you agree to be bound by this
License.
1. Limited License to Program Content
Subject to the terms of the Agreement and solely for the
limited purposes of participation in the Affiliates Program in strict
compliance with the Agreement (including this License and the other Program
Policies), we hereby grant you a limited, revocable, non-transferable,
non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display
Program Content solely on your Site; (b) use only those of the ElmMac Marks (as
defined in the Trademark Guidelines) we make available to you as part of the
Program Content, solely on your Site and in accordance with the Trademark
Guidelines, and (c) access and use PA API, Data Feeds, and Product Advertising
Content solely in accordance with the Specifications and this License.
You will use Program Content solely in accordance with the
terms of the Agreement and within the express scope of the license granted
herein. Without limiting the foregoing, you will (a) use Program Content solely
to send end users and sales to an ElmMac Site and will not link any Program
Content to, or in conjunction with any Program Content, direct traffic to any
page of a site other than an ElmMac Site (however, parts of your Site that are
not closely associated with the Program Content may contain links to sites
other than an ElmMac Site) and (b) link each use of the Program Content solely
to the related Product detail page or other relevant page of an ElmMac Site and
not to any other page.
PA API or Data Feeds may allow you to access data, images,
text, and other information and content relating to products offered on one or
more affiliate sites. If you use PA API or Data Feeds to access or use any such
data, images, text, or other information or content, you agree to comply with
and be bound by the terms of the applicable license agreement for PA API or
Data Feeds (or equivalent service) providing Product Advertising Content from
such affiliate sites.
The License will immediately and automatically terminate if
at any time you do not timely comply with any obligation under the Program
Documents (as defined in the Commission Income Statement), or otherwise upon
termination of this Agreement. In addition, we may terminate the License in
whole or in part upon written notice to you. You will promptly stop using the
Program Content (including PA API and Data Feeds) and promptly remove from your
Site and delete or otherwise destroy all of the Program Content and ElmMac
Marks with respect to which the License is terminated or as we may otherwise
request from time to time.
2. PA API Usage Requirements
(a) Description. Under this License, we may make available
to you Program Content including the following:
• Data, images, audio, video, logos, user interface designs,
and other creative designs; and
• Textual materials, such as textual Product information.
In addition to the foregoing Product Advertising Content and
access to PA API, we may make available from time to time for use in connection
with PA API sample source code and libraries, each of which will be made
available to you under a separate license that accompanies each sample source
code or library, as applicable. In connection with PA API, we may also make
available specifications, user manuals, guides, supporting materials, and other
information, regardless of format, describing the operational and functional
capabilities, use limitations, technical and engineering requirements, and
testing and performance criteria relevant to the proper use of PA API
(collectively, “Specifications”). “Product Advertising Content,” as used in
this License Agreement, specifically excludes any sample source code or
libraries we make available to you under a separate license and any
Specifications that we make available. It also specifically excludes any data,
images, text, or other information or content relating to products offered on
any site other than an ElmMac Site.
(b) Obtaining Product Advertising Content. You may obtain
Product Advertising Content by making calls to PA API. If we provide express
prior written approval, you may also obtain Product Advertising Content through
a data feed (“Data Feeds”) that we make available via file transfer protocol.
If you obtain Product Advertising Content through Data Feeds, your access to
and use of Data Feeds is subject to this License. You acknowledge that we may
change, deprecate, or republish PA API or Data Feeds, or any features of PA API
or Data Feeds, at any time and from time to time, and you agree that it is your
responsibility to ensure that your access to and use of PA API or Data Feeds is
compatible with the then-current requirements (including this License and all
Program Policies).
You must use both a unique public key/private key pair (each
key pair, an “Account Identifier”) and an Affiliates tag parameter (which can
be either the Associate ID issued to you under the ElmMac Affiliates Program or
a related Affiliates Program tracking ID) to identify your account and make
calls to PA API. You may obtain your Account Identifiers through PA API account
creation process.
If you obtain Product Advertising Content through a Data
Feed, you must use a unique username/ password combination to access the Data
Feeds (“Data Feed Access ID”). You must obtain your Data Feed Access ID as part
of the Data Feeds approval process.
We may change your Account Identifiers or Data Feed Access
ID from time to time. An Account Identifier that is a private key or a Data
Feed Access ID that is a password is for your personal use only, and you must
maintain its secrecy and security. You may not sell, transfer, sublicense, or
otherwise disclose your private key or password to any other person or entity.
An Account Identifier that is a public key or a Data Feed Access ID that is a
username is not secret.
You are responsible for all activities that occur under your
Account Identifiers and/or Data Feed Access ID, as applicable, regardless of
whether those activities are undertaken by you or any other person or entity.
Therefore, you should contact us immediately if you believe that someone other
than you may be using your private key or password, or if your private key or
password is otherwise disclosed, lost, or stolen. You may not use any Affiliates
tag parameter, Account Identifier, or Data Feed Access ID assigned to anyone
other than you or that we did not specifically assign to you.
(c) Usage Requirements. By making calls to PA API, accessing
the Data Feeds, or using Product Advertising Content, you agree to comply with
the following requirements:
i. You will use Product Advertising Content only in a lawful
manner in accordance with and within the express scope of the terms of this
License. You will not use PA API, Data Feeds, or Product Advertising Content
with any site or application, or in any other manner, that does not have the
principal purpose of advertising and marketing an ElmMac Site and driving sales
of products and services on an ElmMac Site.
ii. You will comply with all pages, schedules, policies,
guidelines, and other documents and materials, including all Specifications,
referenced in this License and the Program Policies.
iii. You will link each use of Product Advertising Content
to, and only to, the relevant page of an ElmMac Site (for example, the relevant
Product detail page or other page to which particular Product Advertising
Content most directly relates), and you will not link any Product Advertising
Content to, or in conjunction with any Product Advertising Content direct traffic
to, any page of a site other than an ElmMac Site (however, parts of your
application that are not closely associated with Product Advertising Content
may contain links to sites other than an ElmMac Site).
(d) You will not, without our express prior written
approval, use any Product Advertising Content on or in connection with any site
or application designed or intended for use with a mobile phone or other
handheld device. This prohibition will not apply to (1) any site that is not
designed or intended for use with such devices but that may be accessible by
such devices, such as a non-mobile-optimized site accessed via an internet
browser on a tablet device; (2) an Approved Mobile Application as defined in
the Mobile Application Policy; or (3) any television set-top box (e.g., digital
video recorders, cable or satellite boxes, streaming video players, blu-ray
players, or dvd players) or Internet-enabled television (e.g., GoogleTV, Sony
Bravia, Panasonic Viera Cast, or Vizio Internet Apps).
(e) You will not, without our express prior written
approval, access or use PA API or Data Feeds for the purpose of aggregating,
analyzing, extracting, or repurposing any Product Advertising Content or in
connection with any software or other application intended for use by persons
or entities that offer products on an ElmMac Site.
(f) You will not (i) interfere, or attempt to interfere, in
any manner with the functionality or proper working of PA API; (ii) compile or
use Product Advertising Content for the purpose of direct marketing, spamming,
unsolicited contacting of sellers or customers, or other advertising
activities; or (iii) remove, obscure, alter, or make invisible, illegible, or
indecipherable, any notice, including any notice of intellectual property or
proprietary right, appearing on or contained within PA API, Data Feeds, Product
Advertising Content, or Specifications.
(g) You will not, and will not attempt to (i) modify, alter,
tamper with, repair, or otherwise create derivative works of the Specifications
or any software included in Product Advertising Content; or (ii) reverse
engineer, disassemble, decompile (except to the extent such right cannot be
excluded or limited by law and then only when our express permission has been
sought and refused), or otherwise derive any source code of or relating to PA
API, Data Feeds, or any software included in Product Advertising Content.
(h) You will not store or cache Product Advertising Content
consisting of an image, but you may store a link to Product Advertising Content
consisting of an image for up to 24 hours. You may store other Product
Advertising Content that does not consist of images for caching purposes for up
to 24 hours, but if you do so you must immediately thereafter refresh and
re-display the Product Advertising Content by making a call to PA API or
retrieving a new Data Feed and refreshing the Product Advertising Content on
your application immediately thereafter. Unless otherwise notified by us, you
may store individual ElmMac Standard Identification Numbers (ASINs) for an
indefinite period until the termination of this License. Notwithstanding the
foregoing, if your application includes a client application, the client
application may not store or cache Product Advertising Content. Upon our
request you will, within three business days of our request, furnish us with a
copy of any client application that includes or uses Product Advertising
Content for the purpose of verifying your compliance with this License.
(i) You will include a date/time stamp adjacent to your
display of pricing or availability information on your application if you
obtain Product Advertising Content from Data Feeds, or if you call PA API or
refresh the Product Advertising Content displayed on your application less
frequently than hourly. However, during the same day on which you requested and
refreshed the pricing and availability information displayed on your
application, you may omit the date portion of the stamp.
Additionally, you must either include the following
disclaimer adjacent to the pricing or availability information or provide it
via a hyperlink, pop-up box, scripted pop-up, or other similar method:
"Product prices and availability are accurate as of the date/time
indicated and are subject to change. Any price and availability information
displayed on [relevant ElmMac Site(s), as applicable] at the time of purchase
will apply to the purchase of this product." In the above examples,
"Details" and "More info" would provide a method for the
end user to read the disclaimer.
(j) You will not exceed, or if you build and release an
application that calls PA API, each copy of that application that is installed
by an end user will not exceed, any limit on calls per second set forth in any
Specifications (or that we otherwise notify you apply) and you will not send
files to or from PA API that are greater than 40KB without our prior written
approval.
(k) If you display Product Advertising Content consisting of
text on your application, you will include the following disclaimer in plain
view to end users of your application: “CERTAIN CONTENT THAT APPEARS [IN THIS
APPLICATION or ON THIS SITE, as applicable] COMES FROM ELMMAC. THIS CONTENT IS
PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.” You agree to
provide us with any information that we request to verify your compliance with
this License.
3. Reservation of Rights; Your Submissions
Other than the limited licenses expressly set forth herein,
we reserve all right, title and interest (including all intellectual property
and proprietary rights) in and to, and you do not, by virtue of this License or
otherwise, acquire any ownership interest or rights in or to, the Affiliates
Program, Special Links, link formats, Program Content, PA API, Data Feeds,
Product Advertising Content, any domain name owned or operated by us,
information and materials on any ElmMac Site or the Affiliates Site, our and
our affiliates’ trademarks and logos (including the ElmMac Marks), and any
other intellectual property and technology that we provide or use in connection
with the Affiliates Program (including any application program interfaces,
software development kits, libraries, sample code, and related materials).
If you provide us with suggestions, reviews, modifications,
data, images, text, or other information relating to any Program Content or in
connection with your participation in the Affiliates Program, or if you modify
any Program Content in any way (collectively, “Your Submission”), you hereby
assign to us all right, title, and interest in and to Your Submission and grant
us (even if you have designated Your Submission as confidential) a paid-up
royalty-free, nonexclusive, worldwide, freely transferable right and license
for the duration of your original and derivative intellectual property rights
to: (a) use, reproduce, perform, display, and distribute Your Submission in any
manner; (b) adapt, modify, re-format, and create derivative works of Your
Submission for any purpose; (c) use and publish your name in the form of a
credit in conjunction with Your Submission (however, we will not have any
obligation to do so); and (d) sublicense the foregoing rights to any other
person or entity. Additionally, you hereby warrant that: (y) Your Submission is
your original work, or you obtained Your Submission in a lawful manner and (z)
our and our sub licensees’ exercise of rights under the license above will not
violate any person’s or entity’s rights, including any copyright rights. You
agree to provide us such assistance as we may require to document, perfect, or
maintain our rights in and to Your Submission.
ElmMac Influencer Program Policy (“Influencer Program
Policy”)
The Affiliates Program “ElmMac Influencer Program” is a
country specific program that is available in select countries. You may earn
commission income by acting as a social media presence facilitating customer
purchases as part of the ElmMac Influencer Program in connection with your
participation in the Affiliates Program. In order to participate in the ElmMac
Influencer Program, an eligible Associate (“Influencer”) must meet ElmMac
qualitative and quantitative thresholds, complete the registration process, and
comply with the applicable provisions of the Agreement, including this
Influencer Program Policy.
1. Registration Information; Influencer Page.
(a) Registration Information. To register as an Influencer,
you must complete all information requirements, including granting requests to
access data regarding your social media presences.
(b) Influencer Page. This ElmMac Influencer Program may
include an ElmMac Site influencer page registered through ElmMac and assigned
to you (“Influencer Page”). With respect to Special Links that direct customers
to your Influencer Page, the related Session will be measured as beginning when
our customer clicks through to your Influencer Page. The Influencer Page is a
“Service Offering” for all purposes under the Agreement. With respect to any
text, pictures, compilations, lists, comments, digital videos, or other data or
content you submit to ElmMac in connection with the ElmMac Influencer Program
(“Influencer Content”), you will not submit such Influencer Content if it violates
any standard included in Section 1 of the Participation Requirements or the
ElmMac Community Guidelines.
(c) Marketing. Solely with respect to the ElmMac Influencer
Program, and notwithstanding anything to the contrary in the Participation
Requirements, you may include Special Links to your Influencer Page in emails;
provided, that such emails are in compliance with the Agreement, the Trademark
Guidelines, and the ElmMac Brand Usage Guidelines. Upon our request, you will
provide us with representative sample materials and written certification that
you have complied with the foregoing. We will specify the form of, and content
required in, that certification in any such request. Any failure by you to
provide the certification in accordance with our request will constitute a
material breach of this Influencer Program Policy. For the avoidance of doubt,
(i) for the purposes of applicable marketing laws (for example, if applicable,
the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act of 1991 and any
similar or successor legislation), you are the “Sender” of each email
containing any Special Links, and (ii) you must comply with applicable laws and
marketing industry standards and best practices for all emails relating to the
ElmMac Influencer Program. ElmMac may revoke the offline marketing permissions
granted in this Section 1 at any time in its sole discretion by providing
written notice to you.
2. Onsite Use
(a) Discretion in Use; Removal Right. ElmMac may (as
determined by ElmMac in its sole discretion) but is not obligated to use
Influencer Content, subject to the terms of the license described in Section
3(b) of the Influencer Program Policy. ElmMac reserves the right (in its sole
discretion and at any time) to reject, remove, suspend, or restore any or all
of the Influencer Content.
(b) Compensation. With respect to Influencer Content used by
ElmMac within the ElmMac Site, Influencer will earn commission income (“Onsite
Commission Income”) as further detailed in Affiliates Central. To be eligible
to earn Onsite Commission Income from the applicable ElmMac Site, you must be
registered as an Influencer for the applicable ElmMac Site with a dedicated
Store ID for this purpose.
3. Reservation of Rights; Consent; Indemnification
(a) Reservation of Rights. We reserve all right, title and
interest (including all intellectual property and proprietary rights) in and
to, and you do not, by virtue of the Agreement or otherwise, acquire any
ownership interest or rights in or to, the Influencer Page, the Influencer Page
URL, information and materials on the Influencer Page or any other aspect of
the ElmMac Site. You will not take any action that conflicts with our rights
in, or ownership of, the Influencer Page. ElmMac reserves all rights to
determine the content, appearance, functionality, URL, and all other aspects of
the Influencer Page and ElmMac Site, including through the display of (i)
advertising materials on the Influencer Page, without compensation to
Influencer, and (ii) disclosure (by text, link, icon, or otherwise) regarding
Influencer’s participation in the ElmMac Influencer Program.
(b) Consent. By accepting this Influencer Program Policy,
you hereby grant to ElmMac a non-exclusive, worldwide, fully paid-up,
royalty-free license for the maximum duration of your original and derivative
intellectual property rights in all languages to use, copy, reproduce, adapt,
translate, excerpt, reformat, distribute, transmit and display your name,
photo, logo and other trademarks (“Influencer Marks”) and materials provided to
ElmMac in connection with the ElmMac Influencer Program, including through
linkage to your ElmMac public profile; provided however, that ElmMac will not
alter any Influencer Marks from the form provided by Influencer (except to
re-format or re-size, so long as the relative presentation of the Influencer
Marks remains the same).
(c) Influencer Content and Site. For avoidance of doubt, you
acknowledge that Influencer Content you submit will be subject to the
provisions of the Conditions of Use on the relevant ElmMac Site relating to
posting content or submitting material and that your Influencer Content and
Site are subject to the requirements of Section 3(b) of the Participation
Requirements relating to compliance with all applicable laws (for example, if
applicable, the US FTC Guides Concerning Use of Endorsement and Testimonials in
Advertising). Additionally, if Influencer has any other material connection or
otherwise receives any compensation from any other manufacturer, distributor,
brand, or third party in connection with any Influencer Content, Influencer is
also responsible for following all applicable laws with respect to those
connections or compensation arrangements, including those described in the FTC
Endorsement Guides (such as by using the text “#Ad” or “#Sponsored”).
(d) Indemnification. WE WILL HAVE NO LIABILITY FOR ANY
MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR
OPERATION OF THE INFLUENCER PAGE AND INFLUENCER CONTENT, AND YOU AGREE TO
DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR
RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM
AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES
(INCLUDING ATTORNEYS’ FEES) RELATING TO ANY INFLUENCER CONTENT.
4. Termination. ElmMac may suspend or terminate Influencer’s
participation in the ElmMac Influencer Program, and Influencer may terminate
such participation, in each case immediately by notice provided in accordance
with the termination provisions of the Agreement. The rights set forth in
Section 3 of this Influencer Program Policy will survive the termination of
Influencer’s participation in the ElmMac Influencer Program; provided that, we
will use commercially reasonable efforts to remove any Influencer Marks from
the Influencer Page following termination.