Tuya Colour Cosmetics Affiliate Agreement
Effective Date: October 24th, 2019
Primary Website: https://www.tuya.com.au/
Our affiliates are important to us. As such, we take our relationship with them seriously. We aim to always approach our relationship with our affiliates in a spirit of fairness and respect and ask that our affiliates do the same in return.
This document outlines the terms of the program to form an agreement that serves to maintain healthy relationships with our affiliates and to protect the reputation of the company’s name.
If there is anything you would like to speak to us about directly, please don’t hesitate to get in touch. We are here to support our affiliates through honest and sincere communication at all times.
If you would like to get in touch, you can contact us anytime at email@example.com
Tuya Colour Cosmetics
AFFILIATE Program AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Tuya Colour Cosmetics (https://www.tuya.com.au).
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.
As used in these terms and conditions: (i) “We”, “us”, or “our” refers to Tuya Colour Cosmetics and our website; (ii) “you” or “your” refers to the Affiliate; (iii) “our website” refers to the Tuya Colour Cosmetics website located at https://www.tuya.com.au; (iv) “your website” refers to any websites that you will link to our website; (v) “Program” refers to the Tuya Colour Cosmetics Affiliate Program.
After your acceptance in the Affiliate Program, you must ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account which we may use to post payment).
Please be advised the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
We will provide you with a specific link or links which correspond to certain products we are offering for sale (collectively, the “Link”). The Link will be keyed to your identity and will send online users to the Company’s website or websites. You hereby agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by us and to display the Link prominently on your website or social media page, as described in your Affiliate Application (collectively, the “Affiliate Site”).
The program consists of 4 affiliate tiers:
>Sub Affiliate Tier 1
>>Sub Affiliate Tier 2
>>>Sub Affliate Tier 3
You will be assigned upon approval of your application to the corresponding tier, depending on your referring or parent affiliate.
For a sale to generate a commission to the Affiliate, the customer must complete the sale and remit full payment for the product using the affiliates unique referral code, link or direct link provided to them. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate links. Properly coded links are the sole responsibility of the affiliate. Commissions can be viewed from the Affiliate Dashboard, along with impressions, clicks and sales.
Each time a user clicks through the Link posted on the Affiliate Site and completes the sale of the product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale: 20% (twenty percent).
A Sub Affiliate is an Affiliate in the down line of a Parent Affliate, Each time a user clicks through the Link posted by the Affiliate and completes the sale of the product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale from your Sub Affiliate: 10% (ten percent). They will receive 20% as they are the referring Affiliate.
Tuya Colour Cosmetics employs 4 affiliates tiers with parent and sub affiliates above or below the referring affiliate.
The referring affiliate will receive 20% of the value of the sale at retail price, with an additional 10% of the value of the sale to the parent affiliate.
If a parent affiliate has sub affiliates to the 4th tier it would be, the lowest tier referring affiliate would receive 20% of the value of the sale, plus and additional 10% to their direct parent, and a further 5% to that parents parent and another 5% to the original parent.
EG: In this example the Parent has a full Sub Affiliate downline consisting of Sub Affiliates to the third Tier (Parent>Tier1>Tier2>Tier3)
Tier 1 would be a Sub Affilate of the Parent Affiliate above and is is now the Parent Affiliate of Tier 2 Below them.
Tier 2 would be the Parent to Tier 3 and the Sub Affiliate of Tier 2
Tier 3 is the Sub Affiliate of Tier 2.
Sub Affiliate Tier 3 has a qualified sale of $100AUD, they would receive 20% ($20) of the sale, their Parent Affiliate (Sub Affiliate Tier 2) would receive 10% ($10) of the sale, Tier 1 would receive 5% ($5) of the sale and the main Parent in this upline would also receive 5% ($5). (Main Parent 5%, Tier 1 5%, Tier 2 10%, Tier 3 20% as Tier 3 is the referring affiliate) if the sale was made from a Tier 2 affiliate, Tier 1 would receive 10% and Parent would receive 5%, if Tier 1 made the sale they would receive 20% as the referring affiliate and Parent would receive 10%.
Sub affiliates are not entitled to bypass their referring affiliate by registering new affiliate accounts or otherwise circumnavigating the four tier system.
The company reserves the right to withhold payments and remove accounts that have been involved in fraudulent promotional methods.
To begin the enrollment process, you will complete and submit the online application. After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program. Please allow up 48 hours for your application to be reviewed. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time.
We reserve the right to reject any application for any reason, however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision.
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 nudity, pornography or sexually explicit materials.
- 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.
LINKING TO OUR WEBSITE
Upon acceptance into the Program, links will be made available to you through the interface. You will be able to review the Program’s details and previously-published affiliate newsletters, download HTML code that provides for links to web pages within the our website and banner creatives, browse and get tracking codes for our coupons and deals.
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.
- 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 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; 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.
- We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text solely for the purpose of you participating in the Program. 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 all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.
- 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 Agreement with appropriate government authorities. You agree that nothing is this 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 attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement.
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, Bing, MSN, Yahoo, Facebook 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 ‘Tuya Colour Cosmetics Coupons’, ‘Tuya Colour Cosmetics Discount Codes’, ‘Tuya Colour Cosmetics 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.
- 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 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.
The following list of trademarked terms should not be treated as an exhaustive list (but as a list of some of the prohibited terms):
Tuya Colour Cosmetics, Tuya Colour Cosmetics.com, https://www.tuya.com.au, Tuya Colour Cosmetics coupon, Tuya Colour Cosmetics coupon code, Tuya Colour Cosmetics discount, Tuya Colour Cosmetics discount code, Tuya Colour Cosmetics promo, Tuya Colour Cosmetics promo code, Tuya Colour Cosmetics sale, Tuya Colour Cosmetics sales, Tuya Colour Cosmetics deal, Tuya Colour Cosmetics deals
If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
- You may ONLY advertise coupon codes that are provided to you through the affiliate Program.
- Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the Program.
- Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
- You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
- You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.
- You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your site to get this deal.
- Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.
COUPON ATTRIBUTION & AUTHENTICATION
Affiliates whose primary business is posting coupons, who are viewed by the Program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. ‘up to 40% off sale items’) or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders.
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 pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program.
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.
Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.
OK www.website.com/Tuya-Colour-Cosmetics Not OK TuyaColourCosmetics.website.com www.Tuya-Colour-Cosmetics-coupons.com
ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
- Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.
- E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of us.
- E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail.
Promotion on Facebook, Twitter, Instagram, YouTube and other social media platforms is permitted following these general guidelines:
- You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages. For example, You may post, ‘25% off sale at Tuya Colour Cosmetics through Wednesday with code GET25’.
- You ARE PROHIBITED from posting your affiliate links on our Facebook, Twitter, Pinterest, etc. accounts or company pages in an attempt to turn those links into affiliate sales.
- You ARE PROHIBITED from running Facebook ads with our trademarked company name.
- You ARE PROHIBITED from creating a social media account that includes our trademark/s in the page name and/or username.
OPERATIONS OUTSIDE AUSTRALIA
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.
SPECIFIC TERMS APPLICABLE
We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
Processing and fulfillment of orders will be our responsibility. We will also provide real-time data regarding your account with us through the portal on which you log into the website.
As described above, in order to be eligible for payout, user purchases must be “Qualified Purchases.” Qualified Purchases:
a) Must not be referred by any other partner or affiliate links of the Company (in other words, Qualified Purchases are only available through your specific Affiliate Link;
b) May not be purchased by an already-existing partner or affiliate of the Company;
c) May not be purchased prior to the Affiliate joining the Affiliate Program;
d) May only be purchased through a properly-tracking Affiliate Link;
e) May not be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
f) May not be fraudulent in any way, in the Company’s sole and exclusive discretion;
g) May not have been induced by the Affiliate offering the customer any coupons or discounts;
You are free to promote your own web sites, but naturally any promotion that mentions tuya.com.au could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by tuya.com.au. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote tuya.com.au so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote tuya.com.au so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from tuya.com.au. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the tuya.com.au Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
FTC DISCLOSURE 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
Tuya Colour Cosmetics RIGHTS AND OBLIGATIONS
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 Program.
We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this Program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
You agree not to use the Affiliate Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business of the Company.
a) You further agree not to use the Affiliate Program:
I) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
II) To violate any intellectual property rights of the Company or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;
b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by utilizing the respective functionality of the affiliate platform. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
Upon the termination of this 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 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.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Customers who buy products through this the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.
Only items that were purchased by customers who use the Program Affiliate Link from your site to our website are considered ‘direct sales’. Direct sales placed through the Program Affiliate Link on your site are reduced by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.
We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.
We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your site to our website. A statement of activity is available to you through your affiliate interface.
Payouts will only be available when the Company has your current address information as well as accounting and tax documentation. You will be asked to submit a W8/W9 tax form. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.
You will be paid on a monthly basis with a minimum payout threshold of $150 AUD within the affiliate’s network. This includes the Affiliates commission, plus any sub affiliate commission within the network. We will make payment via PayPal or bank transfer, depending on your preferences as indicated in the affiliate panel.
Currently, the Company employs the following methods of payout:
For any changes in your address or accounting information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible.
Payouts will be available the month or period after they accrue. For example, if payouts are made every 15 days, an entire 15 day period must finish for the payout of that period to be available in the following period.
We explicitly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified.
Payouts are also subject to the following restrictions:
a) Payouts are only available when a threshold of the following amount is met: $125 AUD.
For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
ACCESS TO AFFILIATE ACCOUNT INTERFACE
You will create a password so that you may enter your secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
You may log into your account with us to review reports related to your affiliation, such as payout reports and Qualified Click and/or Purchase information. Please be advised however, that not all listed qualifying clicks and/or purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payout.
TRANSACTION LOCK DATES
All sales will remain in a ‘sales pending period’ and will not lock until the terms set forth within the locking period parameters of our Program. All locked payments will be processed by us after the lock date.
REVERSAL & COMMUNICATION POLICY
We take pride in our low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in these terms and conditions.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
- You are not forthcoming, intentionally vague or are found to be lying.
- You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
- You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
- If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question or terminate you from the Program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program rules.
GRANT OF LICENSES
We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose.
You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of the Program and the good will associated therewith will inure to the sole benefit of us.
Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
- 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;
- You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
- You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
Tuya Colour Cosmetics MAKES 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 LIABILITY
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 Tuya Colour Cosmetics’S 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.
You hereby agree to indemnify and hold harmless Tuya Colour Cosmetics, and its 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 affiliate trademarks infringes 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 site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiations or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
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 third party.
This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of New York 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.