FLOW 33 UK LTD AFFILIATE PROGRAM
To participate in the Affiliate Program of Flow 33 UK Limited (the "Affiliate Program"), you must agree to the following:
This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, Flow 33 UK Limited, and you, concerning your application to participate as an affiliate of Flow and the establishment of links from your website to our websites: consciouswater.com ("Flow Website").
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE FLOW AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
Flow 33 UK Ltd. Affiliate Agreement Definitions:
"We", "Our", "Us", "Flow"- Flow 33 UK Limited
"You", "Your" and "Affiliate(s)" - the business, individual or entity applying for participation in the Flow Affiliate Program, that provides Links (as such term is defined in Section 2 below) on its websites ("Affiliate Site") in consideration for receiving remuneration from Flow for sales resulting from such provision.
"Flow Products" – products available for purchase through the Flow Website.
"Commission Fees" or "Commissions" - Under the Affiliate Program, subject to the terms hereof, you will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that you refer to Flow pursuant to and in accordance with this Agreement.
"Qualified Purchase" - a sale of Flow Products by Flow to a Referred Customer that meets the criteria set forth in Section 5 hereof.
"Referred Customer" - each new and unique customer referred from an Affiliate through a Link (as such term is defined in Section 2 below) provided by or approved by Us and that meets the criteria set forth in Section 5 hereof.
"Registration Form" - any and all order forms, registration forms, or other signup or acceptance form (whether online, paper, fax, or otherwise) submitted by You or, as applicable, by the Referred Customer to perform a Qualified Purchase.
1. Enrollment in the Affiliate Network
To commence the enrollment process, You must submit a completed Affiliate Program Signup Form. The Signup Form can be found at:
We will evaluate Your application in good faith and will notify You of Your acceptance or rejection in a timely manner. We may reject Your application if We determine (in Our sole discretion) that Affiliate Site is unsuitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is, in Our opinion, unlawful or otherwise promotes violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes illegal activities or is intended to harass or defame anyone; Otherwise violates our intellectual property rights or the intellectual property rights of others.
If We reject Your application, for any reason, You may not reapply to the Affiliate Program utilizing the same domain name/URL nor may you reapply using a different domain/URL name then add the previously rejected domain name/URL. If we accept your application, we reserve the right to terminate your participation in the Affiliate Program for any reason in our sole discretion immediately without prior notice.
2. Promotion of Our Affiliate Relationship
If You qualify and agree to participate as an Affiliate, We will make available to You a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which are subject to the terms and conditions hereof. The Links will serve to identify Affiliate Site as a member of the Affiliate Program and will establish a Link from Your site or e-mail to Flow Website. The Links may connect to any area of Flow Website (although commissions will only be issued on Qualified Purchases). In utilizing the Links, You agree that You will cooperate fully with Us in order to establish and maintain such Links.
You also agree that You will display on Affiliate Site only such graphic or textual images (indicating a Link) provided by Us or text messages expressly approved in advanced by Us in writing and at all time obey and follow our branding and conduct guidelines as will be communicated to you from time to time. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Any information with respect to Us intended for display on Affiliate Site must be provided by Us and expressly approved by Us in writing in advance of any display.
Subject to the limitations set forth in this Section and otherwise in this Agreement, You are hereby granted with a non-exclusive, non-transferable, revocable license to (i) access our Site through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the Our trademark and logo and similar identifying material relating to us (but only in the form(s) that they are provided by us) (collectively, the "Licensed Materials"), for the sole purpose of promoting the sale of Flow Products and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that You are a member in good standing of the Affiliate Program.
You will be solely responsible for the development, operation, and maintenance of the Affiliate Site and for all materials or content that appear on Affiliate Site.
You hereby grant Us with a non-exclusive license to utilize Your names, titles, and logos, as the same may be amended from time to time to advertise, market, promote, and publicize in any manner Our rights hereunder according to Our Sole Discretion. This license shall terminate upon the expiration or termination of this Agreement.
EXCEPT AS PERMITTED ABOVE, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE Our TRADEMARK, NAME LOGO OR ANY OF OUR OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE "LINKS" AND THE "LICENSED MATERIALS" ARE REFERRED TO HEREIN AS "OUR IP"), WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
3. Representations and Warranties
You hereby represent and warrant to us as follows:
a. This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.
b. Any information you provide to us in connection with your participation in the Program will be true and correct.
c. The execution, delivery, and performance by you of this Agreement and the consummation by You of the transactions contemplated hereby shall not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.
d. You are the sole and exclusive owner of the Your trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
e. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.
f. There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.
g. During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of Our branding guidelines, Terms of Service or Acceptable Use Policy.
h. Each Referred Customer and each Qualifying Purchase referred or submitted by You to Us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.
4. Order Processing
5. Commission Determination
Under the Affiliate Program, you will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that you refer to Flow under and in accordance with the terms of this Agreement. Each Referred Customer and each Qualified Purchase must meet the following criteria (the "Criteria"):
a. Each Referred Customer must follow a Link from your website to Flow Website, select and purchase a Flow Product using our automated ordering system, accept delivery of the Flow Product at the shipping destination, and remit full payment to Us – no later than 30 days as of the first date such Referred Customer has first accessed the Flow Website through the Link.
b. To generate a Commission Fee for you, each Referred Customer must be up-to-date in all payments and not have been subject to a refund, credit, cancellation, suspension or chargeback.
c. Each Referred Customer must be a new and unique visitor to Flow and must register by completing and submitting Flow's registration form using a valid and unique account and billing information. Commission may not be paid for a Referred Customer that has transferred from any of our other affiliates, partners or subsidiaries.
d. Each Referred Customer must sign up in a manner, which in our sole judgment, definitively establishes that the Referred Customer was referred directly from you to Flow under this Agreement.
f. Commission Fees may not be paid for the Qualified Purchase if the Referred Customer has been offered or received coupons, refunds, credits or discounts from the Affiliate or if the Referred Customer has joined a business-opportunity program (as determined by Flow in its sole discretion) that is managed or participated by the Affiliate, unless Flow has provided its prior written permission thereto.
Without derogating from the aforesaid, Flow, in its sole discretion, reserves the right to withhold indefinitely any Commission Fee, and/or to reverse, deny or reject any Commission Fee, for:
a. All commissions generated for accounts that may be fraudulent, including but not limited to the use of software that generates fictitious information.
b. If We deem orders to be fraudulent or see a pattern of potentially fraudulent activity, including, without limitation, where there are multiple accounts from the same customer, or referral of accounts which do not comply with this Agreement.
c. Altering Our Links in any way.
d. Referred Customers that have been offered or received coupons, refunds, credits or discounts from the Affiliate or for Referred Customers who have joined a business opportunity program that is managed or participated by the Affiliate, unless Flow has provided written permission thereto.
e. Customers engaging in "Domain Speculation," which is determined by the identification of two (2) web hosting accounts with the same Referred Customer's name, email address, or other identifying characteristic as determined by Flow and/or the identification of two (2) or more web hosting accounts that have no content on their websites or have similar content, templates or formatting, as determined by Flow.
f. Affiliates whom we believe may be artificially submitting Referred Customers, engaging in the advertisement of business-opportunity sites (as determined by Flow in its sole discretion), using marketing practices that we deem to be unethical or likely to attract fraudulent signups and/or signups with a very low likelihood of renewal.
Flow reserves the right to immediately cancel or withhold for later review any Commission Fee based on the foregoing or that otherwise fails to meet the Criteria. It is the responsibility of the Affiliate to monitor the payment, denial and withholding of Commission Fees; Flow is not obligated to actively notify Affiliates of the status of Commission Fees. If an Affiliate has a question about a Commission Fee that has been cancelled or withheld, such Affiliate will have 30 days from the day the payment was due to contact Flow to discuss or reclaim the Commission Fee. Any changes to decisions concerning cancelled or withheld Commission Fees are strictly at Flow's discretion.
Flow reserves the right to suspend payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer(s).
Flow reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases. Where no subsequent Commission Fee is due and owing, Flow will send Affiliate a bill for the balance of such refunded purchase upon termination of the Affiliate or termination of the Referred Customer.
Any attempt by You to manipulate, falsify or inflate Referred Customers, Qualifying Purchases or Commission Fees to intentionally defraud Flow or violation of any of the terms of this Agreement constitutes immediate grounds for Flow to terminate this Agreement and will result in forfeiture of any Commission Fees due to you.
6. Commission Fee Accrual and Payments
Subject to the terms of this Agreement, We will pay a Commission Fee equal to the specified percentage or amount set forth in Your Affiliate Program Application Form (as approved by Us) on a Qualified Purchase by a Referred Customer.
Commission Fees will be processed approximately 15 days after the end of the month in which they accrued as set forth below.
Subject to the foregoing minimum annual commission credits rule, we pay commission on a monthly basis, 15 days following the end of each calendar month. We will send a check and/or transfer payment using a wire transfer and/or other online payment service (such as Paypal®) equal to the commission credits accrued based on Your Qualifying Revenues during that month, less any taxes that We are required by law to withhold.. If a product that generated commission credits is returned by a Referred Customer, We will deduct the corresponding commission from your next commission payment. If there is no subsequent payment, we will send you a bill for the commission.
Except as set forth in this Agreement, commission credits shall have no value and are not redeemable in any way for cash or merchandise.
7. Policies and Pricing
Referred Customers who buy Flow Products through the Affiliate Program will be deemed to be Our Customers. Accordingly, all of Our rules, policies, and operating procedures will apply to those Referred Customers. We may change Our policies and operating procedures at any time. For example, We will determine the prices to be charged for Flow Products sold under the Affiliate Program in accordance with Our own pricing policies. Prices and availability of Flow Products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but We cannot guarantee the availability or price of any particular product.
8. Endorsement Compliance
It is the intent of Flow to treat Our customers fairly and to comply fully with all trade laws and regulations related to advertising. As such, we require our Affiliates to comply with any such laws and regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case Flow) must prominently disclose the fact financial or in-kind compensation is provided from the advertiser. You are advised to seek and obtain your own legal advice on how these rules apply to Affiliate Site or other promotional activities for which you receive compensation.
Flow reserves the right to withhold commission fees and cancel the affiliate relationship with You should we determine, at our discretion, that you are not in compliance with any trade law or regulations we deem relevant.
9. E-mails and Publicity
You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM") without prior written consent from Flow. Flow, in its sole discretion, reserves the right to reject each and every e-mail scheme. Additionally, You may only send e-mails containing Links and or a message concerning Flow or the Affiliate Program to person(s) who have been previously contacted and whom consented to the fact that the You will be sending an e-mail containing Flow information or information about the Affiliate Program. Failure by You to abide by this section, or any applicable law in this regard, will be deemed a material breach of this Agreement by You and foreclose any and all rights you may have to any Commission Fees.
10. Term of the Agreement
The term of this Agreement will begin upon Our acceptance of Your Affiliate Program application and will end when terminated by either party. Either You or We may terminate this Agreement at any time, with or without cause. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the term, and Commission Fees earned through the date of termination will remain payable only if the orders for the related Flow Products are not cancelled and comply with all terms laid out in this Agreement. We may withhold Your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by Flow in its sole discretion.
Flow reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in Flow's sole discretion.
Without limitation, Affiliate's participation in the Affiliate Program shall be deemed automatically terminated immediately and all commissions forfeited upon Affiliate's violation of any of the terms of this Agreement or of any applicable law or regulation.
We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. Such modifications shall take effect when posted on Our site. Flow, in its sole discretion, reserves the right to notify You by e-mail and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available Commissions, Commission amounts/percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to You, Your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following Our posting of a change notice or new agreement on Our site will constitute binding acceptance of the change.
We make no express or implied warranties or representations with respect to the Affiliate Program or any Flow Products sold in connection with the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). 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, including the tracking of information about Referred Customers during the period of interruption.
13. Relationship of Parties
You and Flow are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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.
14. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby agree to indemnify and hold harmless Us and Our subsidiaries and affiliates, and their 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 the your trademarks infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or (iii) any claim related to Your conduct, misconduct, promotions, activities and the Affiliate Site, including, without limitation, its development, operation, maintenance and content therein (excluding content provided by Us).
16. Independent Investigation
Your application submission acknowledges that You have read this Agreement and agree to be bound by all its terms and conditions. You understand that We may at any time (directly or indirectly) solicit Flow relationships on terms that may differ from those contained in this Agreement. We may also solicit Flow relationships with entities that operate websites that are similar to or compete with Affiliate Website. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
The laws of England and Wales will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the competent courts located in England and Wales and You irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. 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 a provision or any other provision of this Agreement.
I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS.