AFFILIATE PROGRAM AGREEMENT
Last revised on July 20, 2015
This Agreement governs your participation in the Luxy Affiliate Program.
The Luxy Affiliate Program (the "Affiliate Program") is operated by Luxy Limited ("Luxy" or "onluxy.com" or 'OnLuxy' or "we" or "us"). In this agreement (the "Agreement"), the terms "Participant", "you" and "your" refer to you (the applicant), and the "Sponsoring Website" refers to the website from which users will link to Luxy pursuant to the Affiliate Program which has been disclosed to and approved by us. IF THIS AGREEMENT IS PROVIDED TO YOU IN A LANGUAGE OTHER THAN ENGLISH IT IS FOR CONVENIENCE ONLY AND DOES NOT REFLECT SUBMISSION TO OR COMPLIANCE WITH THE LAWS OF ANY JURISDICTION OTHER THAN THAT CONTAINED HEREIN.
Description of Affiliate Program
The Affiliate Program provides participants the ability to earn commissions as compensation for distributing the Luxy online dating service (the "Service") available at Luxy's Website located at www.onluxy.com (the "OnLuxy Site" or "Luxy") and generating online subscriptions to the Service through pre-approved techniques and in accordance with the Terms of this Agreement. To accomplish this, participants in the Affiliate Program (each, a "participant") utilize a Web application to access OnLuxy links, banner ads, and other integration elements that link to the OnLuxy Site (collectively, the "Integrations"). Participants may include any or all such Integrations on their Sponsoring Websites, subject to the approvals and limitations set forth herein. Users who link to the OnLuxy Site via an Integration and create a unique registration to the Service in the same session are attributed to the participant that operates the relevant Sponsoring Website provided that it is not in violation of this Agreement. Subject to the terms of this Agreement, when such users purchase subscriptions to the Service using such registration through a Sponsoring Website, the participant is eligible for a commission for such qualifying subscription as described in Section 5 (Commission Fees) below.
Required Information; Affiliate Account
In order to join the Affiliate Program, you must provide us with all information required by our application process (including, without limitation, a Form W-9, if applicable) and agree to all the terms of this Agreement. Upon successful receipt of your application, we will promptly evaluate your application and you will be notified by email whether or not you have been accepted into the Affiliate Program. We reserve the right to reject your application for any reason, including, without limitation if your application does not reflect our business principles or if the Sponsoring Website contains any content listed in Section 12 of this Agreement or other guidelines of our Affiliate Program.
Disclosure and Approval of Traffic Source(s)
All Sponsoring Websites must be approved by us. You may not direct traffic from any source other than your Sponsoring Website(s). You must inform us of any change or addition to the URLs of your Sponsoring Website(s). Cloaking of the referring URL is prohibited unless expressly approved by us. Any misrepresentation of traffic source is grounds for termination from the program.
Subject to compliance with the terms of this Agreement, we will pay you a commission fee (the "Commission Fee") on each Qualifying Subscription (as defined below) to the Service purchased during the Term. For purposes of this Agreement, "Qualifying Subscription" means a first-time subscription or purchase made by a customer using a registration to OnLuxy that such user created after linking to the OnLuxy Site from the Sponsoring Website via an Integration from a clearly and accurately identified referring URL that has been approved by us. The amount of the Commission Fee will be determined in accordance with the then-current applicable commission structure (the "Commission Structure").
No Commission Fee will be paid on re-purchases or auto-renewals of existing Qualifying Subscriptions. If a Qualifying Subscription for which a Commission Fee is paid to you is later refunded, deemed fraudulent or charged back, the relevant Commission Fee will be deducted from the next payment sent to you following such event. No Commission Fee will be paid on Qualifying Subscriptions from Customers who have first visited the OnLuxy Site before visiting the Sponsoring Website in the 30 days prior to purchase.
We reserve the right to modify the terms of this Agreement and/or the Commission Structure at any time and for any reason in our discretion. Please see Section 16 for more details. If at any time you disagree or do not wish to abide by the terms of this Agreement or the Commission Structure, your only recourse is to end your participation in the Affiliate Program.
Commission Fee Payments
Payment of Commission Fees is made by bank wire transfer or Paypal payment. Payments are made once monthly (approximately on or about the 15th of every month, or the next business day if the payment date falls on a weekend or holiday) and are two weeks in arrears.
We reserve the right to require an initial one-time 500 holdback for our administrative purposes. You must reach a minimum of 200.00 in at least one currency to request payment in connection with your account. Should your account have less than a value of 220 total in your requested payout currency at the end of any pay period following your first pay period of participation in the program, your account balance will be returned zero. Payment of the Commission Fees may be less any taxes required to be withheld under applicable law. Payments are made according to OnLuxy's internal affiliate reporting and may not be unreasonably disputed. We reserve the right to withhold payment in cases of suspected fraudulent activity or breach of the terms of this Agreement. We further reserve the right to request return of Qualifying Subscription Commission Fees earned as a result of prohibited activities or breaches of the terms of this Agreement.
Subscription Payment Processing
OnLuxy or its designees or licensees will be solely responsible for processing every Qualifying Subscription. Payment processing, renewal payment processing, cancellations and refund processing, and related customer service are the responsibility of OnLuxy. All of the rules, operating procedures and policies of OnLuxy regarding customer purchases or subscriptions will apply to all purchase or subscription orders OnLuxy receives. We reserve the right to reject any subscription order that does not comply with our rules, operating procedures and/or policies. You are not permitted to make any exceptions to OnLuxy's rules, operating procedures or policies or otherwise communicate with subscribers about these rules except with our prior written authorization, which may be withheld in our sole discretion.
Tracking of Subscription Sales
OnLuxy or its designee or licensee will be solely responsible for tracking purchase and subscription sales. To protect the privacy of OnLuxy's customers, the names of and other personally identifying information about customers will not be provided to you. All information about customers and users collected by OnLuxy shall be owned solely and exclusively by Luxy Limited.
Copyrighted Material; Prohibited Uses of Integrations and OnLuxy and Third-party Materials
Sponsoring Website.You shall ensure that none of the materials utilized or displayed on the Sponsoring Website, including your logo, preamble text or photographs or images, infringe upon the rights, including the intellectual property rights and personality rights, of any third parties. OnLuxy will not be responsible if you use another party's material in violation of the law even if we have approved of such use.
Use of OnLuxy Intellectual Property Contained in the Integrations. As between the parties, you acknowledge and agree that OnLuxy owns all right, title and interest in and to all patents, copyright, trademarks, trade secrets, service marks, trade names and other intellectual property in the OnLuxy Site, the Affiliate Program, the Integrations and the Service and any software or other intellectual property provided by OnLuxy in connection with this Agreement (the "OnLuxy Intellectual Property"). You shall not take any action inconsistent with such ownership by OnLuxy, nor attempt to register any OnLuxy Intellectual Property in any jurisdiction or any urls containing in whole or in part any OnLuxy Intellectual Property.
Subject to approval of your application to the Affiliate Program and any limitations herein, OnLuxyhereby grants to you, for the Term of this Agreement, a revocable, non-exclusive, non-transferable limited license to use the OnLuxy Intellectual Property contained in the Integrations for the express limited purpose of performing under the terms of this Agreement. You, by virtue of this Agreement, shall not obtain or claim any right, title or interest in or to the OnLuxy Intellectual Property, except the right of use as specified herein, and you acknowledge and agree that all such use shall inure to the benefit of OnLuxy.
You may only use the OnLuxy Intellectual Property as provided by OnLuxy, and shall not alter the OnLuxy Intellectual Property in any way that is not approved in writing by us. We have the right, but not the obligation, to monitor the quality of your use of the OnLuxy Intellectual Property. All uses of OnLuxy Intellectual Property and OnLuxy Marks must portray OnLuxy favourably. This includes, without limitation, reviews of OnLuxy services, and any comments posted to your site by users. We reserve the right to remove from the Program, at out sole discretion, any sites We believe to be damaging or inconsistent with the OnLuxy brand. Any references to the OnLuxy Intellectual Property shall contain the appropriate trademark, copyright or other legal notice provided from time to time by OnLuxy. Upon a request from OnLuxy, you will immediately cease use of any and all OnLuxy Intellectual Property on the Sponsoring Website and elsewhere.
Prohibited Activities. The following activity is strictly prohibited. If you engage in any such activity, we may immediately terminate this Agreement with no further obligation to you, including without limitation the termination of our obligations with respect to any Commission Fees outstanding:
Use of any of the following in connection with any paid search, pay-per-click, content campaigns or any other cost per click method of search engine advertising: (1) the Integrations, or any portion thereof; (2) any OnLuxy Intellectual Property; (3) the phrases "OnLuxy", "Connect with the successful and attractive" or any other names, trademarks, service marks of, or slogans or phrases adopted by OnLuxy in connection with the Service; (4) any misspellings, domain misspellings or derivatives of the foregoing; or (5) any descriptions etc. associated with OnLuxy including, without limitation, "Luxy", "millionaire", "millionaire dating", "millionaire club", "millionaire matchmaker" etc. (collectively, the "OnLuxy Marks");
2.bidding on the OnLuxy service mark "Luxy" or any of other the OnLuxy Marks on any search engine. (We require that you add all references to OnLuxy as a negative in any search campaign to avoid term matching.);
3.using the OnLuxy service mark "Luxy" or any of the OnLuxy Marks in any website page titles or meta tags;
4.using the OnLuxy service mark "Luxy" or any of the OnLuxy Marks or any derivative or variation thereof in the anchor text or title tag of any backlink linking to the Sponsoring Website;
5.direct linking or use of the phrase "Luxy" or any misspelling, combination or derivative thereof into the root of the display URL under any circumstances, or such use in any part of the URL, including the subdomain, without express written consent of OnLuxy. Note that should you require the use of OnLuxy Intellectual Property in your subdomain and we have approved of this use, it will result in lowered Commission Fees for Qualifying Subscriptions to be determined on a case-by-case basis by us in our sole discretion;
6.pointing traffic from search engine results directly into a page of the OnLuxy Site or a page of any website that is co-branded with Luxy;
7.placing any Integration or OnLuxy-related advertising on any website not owned and/or operated by you unless expressly approved in writing by us;
8.Cloaking, hiding or obscuring the true referring URL without our express written consent, including without limitation the use of urlshorteners or "black hat techniques";
9.Making use of keyword-stuffing, link exchanges, or any "black hat" SEP techniques to gain organic search relevance or placement on the OnLuxy Intellectual Property or OnLuxy Marks;
10.Including promotions for or links to web sites other than OnLuxy on a page where the primary or majority of the content is dedicated to OnLuxy promotion or review. For clarity, You may not place a link to a competing dating website on a page of the type contemplated herein;
11.You may not send email blasts without our express approval.
In addition, unless otherwise agreed to in writing by Us: (i) all traffic from search engines must link to the Sponsoring Website; (ii) the Sponsoring Website must be owned and/or operated by you; and (iii) the Sponsoring Website cannot consist merely of links to the OnLuxy Site, rather, it must provide a user-experience distinct from that available on the OnLuxy Site (for example, it must include unique content or services).
Finally, we may impose additional restrictions on use of the Integrations and OnLuxy Intellectual Property and on any other activities pursuant to the Affiliate Program that we determine in our sole discretion to be in our best interest. Such additional restrictions shall be effective immediately upon notice from OnLuxy to you.
Use of OnLuxy Profiles. You may not use any profiles or other information regarding OnLuxy users on the Sponsoring Website or anywhere else for any reason whatsoever. Doing so will result in immediate termination of this Agreement or suspension of your participation in the Affiliate Program.
OnLuxy Policies Apply to All Orders
Every customer who makes a purchase or buys a subscription through the Affiliate Program is deemed to be a customer of Luxy. You do not have the authority to make or accept any offer on behalf of Luxy. All OnLuxy policies regarding customer orders, including pricing and problem resolution, will apply to these customers. We are not responsible for any representations made by you that contradict Luxy's policies.
Prices and Availability
The price charged for subscriptions sold under the Affiliate Program will be determined by OnLuxy according to its own pricing policies. Prices may vary from time to time as determined in our sole discretion. OnLuxy policies will always determine the price paid by the customer.
10. Prohibited Content
The Sponsoring Website may not display any of the following content or engage in any of the following activity:
1.violent images or messages that promote violence;
2.promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation or age;
3.promotion of illegal activities;
4.promotion or display of defamatory, libellous or harmful material or material that otherwise infringes upon the rights of any third parties, including intellectual property rights and rights of personality;
5.content that is inconsistent with OnLuxy's policies and/or practices;
6.spamming of a participant's users who have registered for the Service or any other content or activity that we find objectionable in our sole discretion.
Website Service Interruption
OnLuxy will use commercially reasonable efforts to keep the OnLuxy Site, the Affiliate Program and the Service operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. You agree not to hold liable, and hereby waive and release any claims that you may have against, OnLuxy for such interruptions and any consequences thereof.
You may not send out any email containing OnLuxy's name or branding or any other OnLuxy Intellectual Property without our express written consent, which may be withheld in our discretion. All email blasts and the content and creative thereof must be approved in advance by us and you hereby warrant and represent that all such efforts shall be in compliance with Can-Spam and other applicable regulations with respect to the sending of commercial emails.
Term of the Agreement
This Agreement shall commence on the day it is entered into by you and shall continue until terminated by you or by OnLuxy as provided for herein (the "Term").
We reserve the right to change any of the terms and conditions in this Agreement, at any time and in our sole discretion, by posting a new agreement reflecting such changes on the Affiliate Program site with or without a notification, such changes to be effective upon posting. OnLuxy will not be required to provide notice to you of changes to the Agreement other than by posting the revised Agreement as described above. You may not change or modify this Agreement.
Termination of this Agreement; Survival
We reserve the right to terminate this Agreement at any time. Termination will be deemed to be effective upon email delivery to you of such termination notice, which will deemed to be received immediately upon delivery, regardless of whether you successfully receive such notice or not. If we terminate the Agreement in connection with a breach by you of any of the terms herein, any commissions payable or owing to you will be forfeited by you and will have no claim, right title or interest to any such monies.
Any provision of this Agreement that expressly states that it shall survive or which, by its nature, must survive the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement.
OnLuxy makes no warranties, representations or conditions with regard to the Service, the OnLuxy Site, the Affiliate Program, the Affiliate Program site and/or the OnLuxy Intellectual Property, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. Further, OnLuxy expressly disavows any obligation to indemnify you or any of your representatives or owners in connection with any lawsuit or other proceeding arising out of any of your use, or any user's use, of the Services, the OnLuxy Site, the Affiliate Program, the Affiliate Program site and/or the OnLuxy Intellectual Property.
Limitation of Damages
OnLuxy shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement, the OnLuxy Site, the Service, the Affiliate Program, the Affiliate Program site and/or the OnLuxy Intellectual Property even if OnLuxy has been advised of the possibility of such damages. Further, OnLuxy's aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total Commission Fees paid or payable to you under this Agreement.
Except as provided for in Section 7, Section 14 and Section 15 hereof, all notices and requests in connection with this Agreement will be given in writing and will be deemed given as of (1) the day they are received if sent either by messenger, delivery service, or Post or (2) the date sent if delivered by email or fax, and addressed as follows:
If to OnLuxy:
OnLuxy Affiliate Program
Or by email to: firstname.lastname@example.org
If to Participant:
To the postal address, email address and/or fax number provided by you to us on the Affiliate Program site.
Representations and Warranties
You represent and warrant that you have the necessary and full rights, power, authority and capabilities to enter into this Agreement and to perform your obligations hereunder and that the execution of and performance of your obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state, provincial and local law or regulation. You further represent and warrant that the Sponsoring Website is the true referring url and it shall not include any content or material that violates the rights of OnLuxy or any third party.
You shall defend, indemnify and hold harmless OnLuxy, its parent, subsidiary and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of your representations, warranties or obligations hereunder; (ii) it arises in connection with the Sponsoring Website or your negligence or wilful misconduct; or (iii) it is based on violation by you of any applicable federal, provincial, state or local law or regulation in providing products or services hereunder, including without limitation applicable tax regulations.
You and OnLuxy are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties including without limitation our approval of your materials. You may not assign this Agreement, by operation of law or otherwise, without the prior written consent of OnLuxy; we may assign this Agreement at any time without notice to you. Subject to the foregoing restriction, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns. "Month" or "Monthly" shall refer to a full calendar month.
Governing Law; Jurisdiction
This Agreement shall be governed by the laws of United States without reference to conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement will be instituted exclusively in a court of competent jurisdiction, located in the United States and in no other jurisdiction. The parties hereby irrevocably consent to personal jurisdiction and venue in, and agree to service of process authorized by, such courts.
Acceptance of Agreement Electronic Signature.
This Agreement is an electronic contract that sets out the legally binding terms of your use of the Integrations and your participation in the Affiliate Program. This Agreement may be modified by OnLuxy from time to time, such modifications to be effective upon posting by OnLuxy on the Affiliate Program site. You indicate your acceptance to the terms and conditions contained or referenced herein by clicking on the "Sign in with Facebook" button when you registered the Luxy affiliate program. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "Sign in with Facebook" button, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.