This agreement (“Agreement) is made between Boss Media Ltd. (“BuddyBoss.com”), and the Affiliate, (and collectively, the “Affiliates”) for participation in BuddyBoss.com’s affiliate program. If Affiliate does not want to participate in the affiliate program, please disregard the following agreement and do not activate the affiliate program.

Affiliate wishes to include certain materials promoting BuddyBoss.com, and to include a link to BuddyBoss.com’s website within those materials on Affiliate’s website;

Now therefore, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Affiliates agree as follows:

Promotional Materials

BuddyBoss.com shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to BuddyBoss.com’s website, as specified by BuddyBoss.com.

Use of Promotional Materials

The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:

  • Affiliate may not use any graphic, textual or other materials to promote BuddyBoss.com’s website, products or services other than the Promotional Materials, unless BuddyBoss.com agrees to such other materials in writing prior to their display.
  • Affiliate may only use the Promotional Materials for the purpose of promoting BuddyBoss.com’s website (and the products and services available thereon), and for linking to BuddyBoss.com’s website.
  • Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by BuddyBoss.com. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from BuddyBoss.com for such alteration of modification.
  • The Promotional Materials will be used to link only to BuddyBoss.com’s website, to the specific page(s) and address as specified by BuddyBoss.com.
  • Affiliate may not use the Promotional Materials to run paid Ads on Social Media, unless BuddyBoss.com agrees in writing prior to their display.

License

BuddyBoss.com hereby grants to Affiliate a nonexclusive, non-transferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.

Intellectual Property

BuddyBoss.com retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.

Relationship of Parties

This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between BuddyBoss.com and Affiliate. Affiliate shall provide services for BuddyBoss.com as an independent contractor. Affiliate shall have no authority to bind BuddyBoss.com into any agreement, nor shall Affiliate be considered to be an agent of BuddyBoss.com in any respect.

Commissions

In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, BuddyBoss.com shall pay to Affiliate a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses BuddyBoss.com’s website through a link on Affiliate’s website. The Affiliate’s commission percentage is posted in the Affiliate Dashboard and is unique to each product. The commission applies to net income (in accordance to paragraph 6.a.i. below). This percentage is subject to change by BuddyBoss.com at any time. Notification to Affiliate of any change in commission percentage will be given by BuddyBoss.com at the email address on hand for the Affiliate. Commission will be based on purchases made by Affiliate referred customer for any new purchases for the life of the subscription.  Commission payments do not apply to purchases made directly by Affiliate. Transactions that result in refunds or chargebacks will not be paid out.

Following are additional conditions:

  • Net Income means total income from customer paid to BuddyBoss.com. For example, if a customer purchases service at $229 a year, and the Affiliate receives a 30% commission on the initial sale and a 15% recurring commission, it would amount to approximately $68.4 for the first year and $34.2 per year for the remaining years until the customer cancels their subscription. If a customer purchases at a discount, the affiliate’s commission will reflect the amount paid by the customer.  
  • Affiliate Commissions do not apply to services rendered by BuddyBoss to the customers.
  • The Commission is tracked through the use of cookies. If it is not possible to track traffic from the Affiliate’s site to the BuddyBoss.com website because the visitor is not using cookies or uses cookie-blocking software, BuddyBoss.com is only responsible for paying commissions on sales that can be traced back to the Affiliate.
  • The Affiliate whose Referral link was clicked on last by a customer will get Commission for the sale.
  • All determinations of whether a Commission is payable to an Affiliate will be made by BuddyBoss.com in its sole discretion, and will be final and binding on both BuddyBoss.com and Affiliate.
  • If the Affiliate Account Balance exceeds $200 USD, Affiliate may request withdrawal of funds from their account at any time. Funds can be withdrawn up to the value of the Account Balance.
  • All payments made by BuddyBoss.com under this agreement are deemed inclusive of any VAT or other tax payable and will be paid in USD with PayPal. Any fees connected with withdrawing funds e.g. PayPal transaction fee, shall be assumed by Affiliate.
  • BuddyBoss.com shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on the member page. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by CartFlows within 14 days of discovering such discrepancy.
  • BuddyBoss.com shall pay all Commissions accrued and payable to Affiliate within 60 days of the referred sale. Payment is made via the Affiliate PayPal account and email address on file. The minimum amount required for the payout is $200 USD and minimum number of referrals (sale) should be 2.
  • All sales are tracked using the visitor’s IP Address and the use of cookies. We offer a cookie lifetime of 90 days.
  • In the event that Affiliate materially breaches this Agreement and BuddyBoss.com terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and BuddyBoss.com shall not be obligated to pay such Commissions to Affiliate.

Affiliate’s Representations and Warranties

Affiliate represents and warrants the following:

  • Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement. By registering with the affiliate program, Affiliate agrees to be bound by these Terms and Conditions and confirm that you are at least 18 years of age and are lawfully fit and able to accept these Terms and Conditions.
  • If Affiliate is participating in the affiliate program on behalf of any legal entity or corporation, you further represent and warrant that you are rightfully authorized to accept these Terms and Conditions and enter into an agreement on such entity’s behalf.
  • BuddyBoss.com reserves the right in its sole discretion at any time to refuse to anyone’s participation in the affiliate program and change any of the Terms and Conditions. You agree that your participation in the affiliate program after the date when the updated Terms and Conditions come into effect establishes an agreement based on the amended Terms and Conditions and will apply to your participation in the affiliate program from that point forward.
  • Affiliate’s website does not contain any materials that are:
    1. Sexually explicit, obscene, or pornographic;
    2. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
    3. Graphically violent, including any violent video game images; or
    4. Solicitous of any unlawful behavior
  • Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
  • Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
  • Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
  • Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference BuddyBoss.com or BuddyBoss.com’s website unless BuddyBoss.com gives prior written consent to the distribution of such materials. Affiliate will not use BuddyBoss.com’s name (or any name that is confusingly similar to BuddyBoss.com’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote BuddyBoss.com’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates BuddyBoss.com’s name, or that is confusingly similar to BuddyBoss.com’s name.
  • Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing BuddyBoss.com or BuddyBoss.com’s website.
  • Affiliate will not attempt to artificially inflate referral Commissions. If BuddyBoss.com suspects artificial manipulation of referrals, it will result in immediate termination of this Agreement and Affiliate will forfeit all outstanding Commissions.

Coupon and Deal Sites

BuddyBoss.com reserves the right to offer coupon to select affiliates and to our newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon:

  • Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific affiliate.
  • Affiliates may not bid on BuddyBoss.com Coupons, BuddyBoss.com Discounts or other phrases implying coupons are available.
  • Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in -activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
  • User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
  • Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.

Pay Per Click (PPC) Policy

PPC bidding is NOT allowed.

Indemnification

Affiliate shall indemnify BuddyBoss.com and hold harmless BuddyBoss.com from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless BuddyBoss.com for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

Confidentiality

Any information that Affiliate is exposed to by virtue of its relationship with BuddyBoss.com under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from BuddyBoss.com.

Term

This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.

Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.

Taxes

BuddyBoss.com shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with BuddyBoss.com as set forth in this Agreement. BuddyBoss.com shall not withhold any taxes from the Commissions paid to Affiliate.

Limitation of Liability

BuddyBoss.com shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether BuddyBoss.com was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

Counterparts

This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

Severability

If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

Headings

The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between BuddyBoss.com and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.