PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND US (Calworth Glenford LLC). THIS INCLUDES AN ARBITRATION AGREEMENT THAT DOES NOT LET YOU GO TO COURT OR SUE US.
Please read the terms and conditions of this affiliate program agreement carefully before you join our program or begin marketing our program. These terms and conditions are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by affiliates. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with this agreement.
BY SUBMITTING THE ONLINE APPLICATION TO JOIN OUR AFFILIATE PROGRAM, 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.
DEFINITIONS
As used in these terms and conditions: (i) "We", "us", or "our" refers to Calworth Glenford LLC and our websites; (ii) "you" or "your" refers to the Affiliate; (iii) "our website" refers to the Merchant websites located at dailymedicaldiscoveries.com, getmememberaccess.com, idealmale.com, thirtyminutesormore.net and others we may add from time to time; (iv) "your website" refers to any websites that you will link to our website; (v) "Program" refers to our Affiliate Program.
Affiliate application and approval
Affiliates must be approved by us before promoting. Affiliates will be asked how they intend to promote, and to describe lists they have or lists they manage, and we expect honesty at all times. If your situation changes, you must let us know before conducting further promotion.
You must be honest with us when we are determining whether to admit you into our Affiliate Program, and when you are one of our Affiliates.
We do not allow affiliates with lists or traffic sources we deem are likely to result in complaints or problems for us, or where participation may be damaging to our reputation.
We do not allow affiliates who participate in or promote via or involving "Ponzi" schemes, multi level marketing, incentivized traffic, "get paid to click" and similar.
We do not allow affiliates who participate in adware.
We do not allow affiliates who tolerate or promote using spam email or spam push traffic or spam text messages.
We do not allow affiliates to engage in deceptive advertising in any way.
Affiliates at all times will comply with US FTC guidelines including disclosures that they are being paid, and endorsement requirements.
You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.
Disclosures must be made as close as possible to the claims.
Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).
Pop-up disclosures are prohibited.
For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC's Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements
We may disapprove any affiliate if we feel they have misrepresented, or whom we feel are engaging in promotion we prohibit. In this case, we will investigate, and we may refuse payment to those affiliates, at our sole option, after conducting our investigation.
We will monitor how you promote our products or services and may modify this Affiliate Agreement from time to time. If we do, we will provide you with a new amended Agreement and ask you to sign. If you do not sign, we may terminate the old Agreement and you will lose rights to promote our products and services.
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union's Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.
Promoting us through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our terms.
Rule about emails and creatives
We will provide you with email "swipes" and the names of the respective offers for those swipes. You may use those email swipes as-is, or make changes as you desire, in compliance with this Affiliate Agreement. You may, in your promotions, use the actual offer name, without variation, so long as your use does not harm our interests or reputation, and as long as you do not violate any other provisions of this Affiliate Agreement.
To get sales, you are allowed to email your lists, but any other traffic activities require our approval first.
If you have an exclusive list management agreement and you manage other people’s lists under that agreement, you are allowed to email those people on those managed lists, to get sales, so long as you are confident the list is built with opt-ins and in compliance with US law prohibiting spam.
Never Spam — send emails only to people who have opted in, or with whom you have an existing business relationship. Spamming is prohibited and will result in our not paying you, and in your permanent expulsion from our Program, and in your being fully liable for all costs, including attorney’s fees and court costs, incurred if we have to defend law suits as a result of spam arising from you or your sub-affiliates.
All emails shall be sent in full compliance with CAN-SPAM Act of 2003 (Public Law No. 108-187)
Always use our suppression list to avoid emailing people who are on the suppression list. You must keep that list updated each week.
Always include the unsubscribe link that is valid. If you have your own, and we have one, you must include both in each email. For your unsubscribe link, it must be super easy for the user to opt out, and when they do, you must put them on your own internal suppression list so you avoid ever emailing them again.
You must never use unsubscribe links that don’t work, or that lead to sales pages.
We have invested a lot of time and money into maintaining "faces" such as Matt Cook and Dr. Ari Magill. Never sign or send "from" one of our "faces". This includes the "from" address, the "from" name, and the signature, and any content of the email, that states or implies you are one of the "faces" -- so any variations or content that could easily be mistaken by the consumer as coming from one of our "faces", requires pre-approval by us before you send it.
Incentivized traffic is forbidden.
If you participate in campaigns where we guarantee payment to you on a per-click basis ("Guaranteed EPC Programs"), you must not change a single word of the text without prior written permission, including the subject line.
For Guaranteed EPC Programs, buying traffic is never acceptable.
We do not allow emails or creatives that use overly sexualized images or pornographic images or pornogrpahic text in any promotions on our behalf. We ask that you apply the "Porn Test" to emails or creatives — if language or imagery could be found in a porn film or X-rated movie, book, or magazine, then it is not acceptable.
Nudity is never allowed in any images used in promotions on our behalf including photographs showing breasts, nipples, or genitalia, or photographs with genitals or breasts blurred out or blacked out or similar concealment.
We do not allow emails or creatives that are patently offensive, or that advocate violence, or that advocate breaking the law, or that discuss in any way illegal activities including sex with underage partners, or sex against someone’s will.
We do not allow emails that are sent to countries that have local laws prohibiting such emails, if such emails are sent to subscribers in those countries where the email is illegal.
You must never write an email that disparages another brand or product.
If we find that you are using an email that is not acceptable to us, we will ask you to stop using that email, and if you do not stop, we will terminate you from our Program. We are the final judge as to what is okay when it comes to promotions under this Affiliate Agreement, and you agree to abide by our decisions.
Rules about landing pages and websites you run for the Affiliate Program
Your participating website(s) may not:
- Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.
- Violate any law, rule or regulation.
- Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains pornography or violates any of the rules in the Email provisions of this Affiliate Agreement (e.g. the pornography test).
- Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
- Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
- We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program.
- You shall not name websites or pathnames or URLs that confuses the consumer. Domain names and sub-domain names shall not include any of our trademarked terms or offer names.
OK
www.website.com/merchant
Not OK
merchant.website.com
www.merchant-coupons.com
Rules about linking to our website
Upon acceptance into the Program, links will be made available to you through the interface we call the Affiliate Vault, and associated website we call OfferSyndicate.com. You will be able to review the Program's details and "swipe" emails, and obtain HTML code that provides for links to web pages within the our website and creatives, and get tracking codes for our promotions. Your acceptance in our program means you agree to and abide by the following.
- You will only use linking code we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation. In cases where our interface specifies this is allowed, you may place your own additional tracking code, for SubIDs or ad tracking, onto our linking code.
- We reserve the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
- All domains that use your affiliate link must be listed in your affiliate profile.
- Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.
- You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
- Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited.
If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using "out" redirects from the same domain where the affiliate link is placed.
- The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
- It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
- You will not, in connection with this Affiliate Agreement, display or reference on your site, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo;
- We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text including offer name solely for the purpose of you participating in the Program. You may not modify the graphic image or text or offer name in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice. You will use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
- You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Affiliate Agreement with appropriate government authorities. You agree that nothing in this Affiliate Agreement gives you any right, title or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not challenge our title to the licensed materials or the validity of the Licensed Materials or this Agreement.
- You are allowed to use your affiliate links on your own Facebook, Twitter, etc. pages. But you may not post your affiliate links on our Facebook, Twitter, Pinterest, etc. accounts or company pages in an attempt to turn those links into affiliate sales. You may not run Facebook ads with our trademarked company name. You may not create a social media account that includes our trademark’s in the page name and/or username.
Rules about PPC advertising
Any promotions other than emailing your list, or emailing lists you exclusively manage, require prior approval by us. In event you are approved to run PPC advertising, these rules shall apply.
- You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, Youtube, Bing, MSN, Yahoo, Facebook, Revcontent, Taboola, or any other network unless given written permission first from us.
- You may not use our trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword (including, but not limited to 'Merchant Coupons', 'Merchant Discount Codes', 'Merchant Promo', etc).
- You may not use our trademarked terms in your ad title, ad copy, display name or as the display url.
- You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website. Pop-ups are forbidden.
- You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction style pay-per-click search-based advertising program.
- If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be removed from the program permanently and all commissions associated with the violations will be reversed.
Trademarked terms:
Matt Cook
Ideal Male Labs
Dr. Ari Magill and variations
The Rearing Horse logo
Urgent Male Assist
Urgent Prostate Assist
Urgent Brain Assist
Urgent Blood Sugar Assist
And additional terms we add from time to time, by notifying you.
Commissions rules
Commissions are paid weekly, on Monday. If Monday is a legal US holiday, then payment shall be on Tuesday or the next day business day that is not a holiday following the weekend. Days and times to be those in New York, New York.
In rare cases, our anti-fraud systems may trigger potential warnings, and in these cases or others where we have reason to suspect fraud, we may have to investigate your sales before paying you. We will delay payment during this investigation, and may make adjustments to your commissions depending upon the results of the investigation. Such commission adjustments shall be final and you agree not to question them once explained to you.
Commissions are at rates we agree upon and are set up with you in advance.
We pay in US dollars. Domestic US via ACH. International via TransferWise or Paypal or another similar service.
Sometimes TransferWise or Paypal or similar services will take money out as fees and you will receive a little less than your commission.
Generally there are no clawbacks or chargebacks, but if your sales are fraudulent, we reserve the right to do clawbacks or chargebacks. Fraudulent sales include without limitation
sales with stolen credit cards,
sales for non-existent customers,
sales to friends, acquaintances or business associates of yours or of those you work with with the aim to increase commissions owed to you.
You need to comply with US Tax law. At present that means US persons must provide us with a valid W9 in most cases, and if this is the case for you, then it is required before we can pay you. It is possible that we may require proof of your identity to comply with US regulations, or other requirements imposed upon us by US law.
Trademark and Copyright law rules pertaining to any promotions you are doing for us as part of this Affiliate Agreement
- We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text including the offer name, solely for the purpose of you participating in the Program ("Licensed Materials"). You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and the offer names, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice and you must immediately comply.
- You acknowledge our ownership of our Licensed Materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the Licensed Materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Affiliate Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title or interest in the Licensed Materials other than the right to use them in accordance with this Affiliate Agreement.
- You must never use third party trademarks without written permission from the owners, except as far as "fair use" goes.
- You must never use photos or images without rights to those photos or images. If human models are in them, you must have either a valid model release, or use a reputable service such as Dreamstime, that obtains model releases.
- You may use not use any of our trademarks, except for actual offer names, either as-is or in variations or misspellings, in any emails, or paid search campaign, domain name scheme, hidden text, source code, meta tags, user names, app names, etc., without our prior written permission.
Termination
- Either you or we may end this Affiliate Agreement AT ANY TIME, with or without cause, by notifying the other party via email, or by notice within the Affiliate platform. In addition, this Affiliate Agreement will terminate immediately upon any breach of this Agreement by you.
- Upon the termination of this Affiliate Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our website, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You will cease any emailing for our program.
- You are eligible to earn commissions only on sales of qualifying products that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
- In event you incur losses due to the termination of this Agreement, you agree not to hold us responsible for such losses. Such losses could include, without limitation, emails that already went out, advertising expenses already incurred, and other expenditures designed to obtain business under this Affiliate Agreement, in event of termination.
- The Confidentiality provisions shall survive termination.
Disclaimer
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Limitations of our Liability, Liquidated Damages
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT, OR US$5000.00, WHICHEVER IS LESS, AND IF THIS AMOUNT IS PAID TO YOU IT SHALL BE CONSIDERED AS FINAL LIQUIDATED DAMAGES IN SATISFACTION OF ANY AND ALL CLAIMS PAST PRESENT AND FUTURE IN CONNECTION WITH THIS AFFILIATE AGREEMENT.
Indemnification
You hereby agree to indemnify and hold harmless our company, Calworth Glenford LLC, and its subsidiaries and affiliates, and our directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation or claim of misrepresentation, or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
Confidentiality
In the course of working under this Agreement, one of us ("Disclosing Party") may share confidential property, including scripts, systems, sales processes, customer lists, prospect lists, landing pages, business systems, etc with the other party ("Receiving Party." Such information will be orally disclosed as Confidential Property at the time of disclosure, and afterwards, as soon as practicable, the Disclosing Party will email a brief description of its Confidential Property for the Receiving Party’s records. Each party agrees mutually to not disclose the other’s Confidential Property during the term of this Agreement and 24 months thereafter. This shall not apply if the Confidential Property a) is already known by the Receiving Party, b) becomes public knowledge through no fault of the Receiving Party, or c) disclosure is compelled by a court of competent jurisdiction. Any breach of this paragraph shall be deemed to cause irreparable damage to the Disclosing Party, who shall have the right to seek extraordinary relief including a temporary restraining order and permanent injunction, and the losing party shall pay the court costs and the attorney fees of the breaching party. This Confidentiality section shall survive Termination of this Agreement and shall extend two years thereafter.
Binding Arbitration
This Agreement shall be interpreted under Wyoming law.
Any dispute under this Agreement except a) in regard to sending spam or allowing sub affiliates to send spam, b) violations of trademark, making or allowing false claims, or c) beach of Confidentiality, shall be subject to binding arbitration under AAA rules, with the losing party paying the cost of any award and arbitration fees, and each party paying its own attorney’s fees. Arbitration to be conducted by a qualified arbitrator. Except with the exceptions noted herein, Arbitration shall be the sole remedy.
For disputes that are exceptions to Binding Arbitration, the losing party shall pay the prevailing party’s attorney’s fees and court costs along with the amount of any final award.
Important Additional Provisions
- You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section.
- You represent that you have full legal authority to enter into this Affiliate Agreement, including without limitation, being over 18 years old, and that if your entity requires corporate resolution or any type of authorization, that you have such authorization to bind the entity to this Affiliate Agreement.
- You agree that your acceptance of the Affiliate Agreement and participation in the Affiliate Program does not violate any laws, rules, regulations, court orders, decrees, by-laws or incorporation certificates, agreements or instruments applicable to you or binding upon your properties or your assets.
- The content on your website or in any promotions does not and will not violate this Affiliate Agreement.
- Any customers or prospective customers you refer are unique, genuine, valid, and in compliance with our requirements.
- Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a party to this Agreement.
- This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of Wyoming without regard to the conflicts of laws and principles thereof.
- You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
- This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
- The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
- If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
- Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.