Affiliate Terms & Conditions

These Affiliate Terms and Conditions provide the terms and conditions of Sanotech 360, LLC dba EMist’s (the “Company”, “we,” “us” or “our”)  Affiliate Program allowing Affiliates  ( “Affiliate”, “you”) to participate in the Program (“Affiliate Program”) to refer traffic to the Company’s website.  By electing to become a Company Affiliate you agree to these Terms and Conditions and to be bound by the terms contained herein.  You additionally acknowledge that the Company  would not allow you to be an Affiliate of the Company without you consenting to these Terms and Conditions.

Whereas, the Company is the sole owner and operator of the internet sites known as www.pluginemist.wpengine.com and www.emistpro.com  (the “Site”);

Whereas, the Company  has created a Program that enables Affiliates to refer internet traffic to the Site from advertising networks of others in exchange for agreed consideration; and

Whereas, you desire to participate in the Program, as evidence by your application, which application the Company may approve or disapprove in its sole discretion.

Therefore, in consideration of the mutual promises herein, the Parties agrees as follows:

1. Definitions.

Capitalized terms used and not otherwise defined in these Terms and Conditions shall have the following meanings:

  • “Completed Transaction” means the goods or services of the Company ordered by a Customer have been delivered, the return period has expired, and (30) days has elapsed since the goods or services were paid in full.
  • “Customer” means any person or party who purchases goods or services on the Site after entering a Customer Code on the Site.
  • “Customer Code” means a digit number combination given to you. Customers shall use the Customer Code on the Site in order to track  when a Customer is referred by you to the Site for the purpose of promoting the sale of goods or services on the Site which results in a Completed Transaction.  The Customer Code will be the only way to track your referred Customer purchases. 
  • “Net Sale Price” means the total received in US Dollars (after conversion from non-US currently to US Dollars, if necessary) from the Customer less (i) any tax collected by the Company for or on behalf of any governmental or taxing authority (such as a sales tax or VAT), (ii) shipping and handling charges, (iii) restocking fees, (iv) credit card or other charges attributable to the payment method used by the Customer, (v) currency conversion fees, or (vi) discounts, credit or allowances granted by the Company in its sole and absolute discretion.

2. Enrollment and Eligibility. To begin the enrollment process, you must submit a complete and accurate Affiliate Program application. Your Network must contain original content and be publicly available.  You must identify your Network in your application. We will evaluate your application and notify you of its acceptance or rejection. Your Network will not be eligible for inclusion in the Affiliate Program,  if your Network is unsuitable. Unsuitable networks include those that:

(a) promote or contain sexually explicit or obscene materials,

(b) promote violence or contain violent materials or promote, endorse or incite potentially dangerous or harmful acts,

(c) promote or contain false, deceptive, libelous or defamatory materials,

(d) promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age),

(e) promote or undertake illegal activities,

(f) are directed toward children or knowingly collect, use, or disclose personal information from children under 18 years of age or other applicable age threshold (as defined by applicable laws and regulations); or violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority related to child protection (for example, if applicable, the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) or any regulations promulgated thereunder or the Children’s Online Protection Act);

(h) otherwise violate any intellectual property rights.

The Company will determine suitability at our sole discretion. If we reject your application due to unsuitable content, you may reapply at any time once you have complied with our suitability requirements.

You will ensure that the information in your Affiliate Program application and information otherwise associated with your account on the Site, including your email address, other contact information, and identification of your Network, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Affiliate Program and these Terms and Conditions to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

If you are a non-US person participating in the Affiliate Program, you agree that unless you have otherwise notified us in your tax information, you will perform all services under these Terms and Conditions outside the United States.

3. Affiliate Network and Content. You have sole and exclusive responsibility and liability for the development, operation, maintenance and all materials and content that appear on your Network, blog, websites or social media pages (your “Network”). You shall operate and maintain your Network in accordance with all applicable laws, rules and regulations.

In consideration of the Fees, you agree to place the Customer Code and related advertising on your Network in accordance with these Terms and Conditions.

The Company reserves the right to monitor your Network to determine if you are in compliance with these Terms and Conditions.

The Company is not responsible to pay any Fees in the event you do not use the Customer Code provided to you by the Company without modification, OR you do not properly install that Customer Code, meaning the traffic will not be properly tracked to reflect that a Customer came from your Network.

4. Compensation for Your Referred Traffic. Subject to your proper installation and use of the Customer Code, you will be compensated based upon the Net Sale Price from Completed Transactions. Your Compensation (the “Fee”) shall be 20%.

The Fee will be offset with respect to each Completed Transaction for which (a) the Company issues discounts, credits or allowances, or (b) there is a chargeback issued against the Company for any payment previously credited to the Company.

The Company reserves the right to refuse an attempted purchase by any person, in the Company’s sole and absolute discretion.  You shall have no claim to any Fee based on the Company’s decision to not complete a transaction with any person who accesses the Site through your Network but fails to use the Customer Code.

The Fee relative to a Completed Transaction shall be payable to you on or before the last day of the month following a Completed Transaction.  All Fees are payable in US Dollars.

Notwithstanding the foregoing, of and to the extent you are required to file or provide certain documentation for tax and other governmental purposes, payment of the Fees may be suspended pending completions of such documentation.

5. Fulfillment and Customer Information. The Company is solely responsible for processing and fulfillment of all order of goods and services on the Site, which shall be governed by the terms and conditions established by the Company in its sole and absolute discretion. All information about such orders and the Customers are the sole and exclusive property of the Company.

Additionally, you agree that the Company may collect, process and sell certain information about you.

6. Limited License Rights. You agree to place the Customer Code on your Network. The Customer Code may contain logos, trademarks, service marks (collectively, “Marks”). Pursuant to these Terms and Conditions, the Company grants you a limited, non-exclusive, non-transferable and revocable license to display the Customer Code and related Marks on your Network, and nowhere else, subject to these Terms and Conditions.  The Company will supply an image or images of the Marks for you to use. You may not alter any Mark in any manner.  You are allowed to use the Marks only by display on your Network with the purpose of advertising availability of products on the Site only.  Each Mark must appear by itself, in its entirety, with reasonable spacing between each side of the Mark and other visual, graphic, or textual elements. Under no circumstance can any Mark be placed on any background that interferes with the readability or display of that Mark.

You may not use the Customer Code or the Marks for any other purpose absent the express written consent of the Company.  You may not change, add to or delete from the Customer Code or Marks.  You may not use or present the Customer Code or Marks in any manner that suggests the endorsement of or by any other goods, services, persons, or entities without the express written consent of the Company.  In addition, you agree to not (a) acquire or attempt to acquire, register or attempt to register make a claim to or in any way use domain names, trademarks, service marks, keywords, handles, screen names or other forms of identification incorporating the Marks; (b) not to use the Marks in a way that suggests that the source of your Network is the Company; (c) not to display or otherwise use any trademark or logo of any third party seller or vendor on the Site; or (d) use or apply to register any trademark that is confusingly similar to any Company Mark in any jurisdiction. You cannot use or apply to register any trademark, domain name, subdomain, username or app name that is confusingly similar to any Company Mark in any jurisdiction.

All intellectual property rights owned by the Company including but not limited to the Marks shall remain the sole and exclusive property of the Company. All goodwill generated through your use of any Mark will inure to our exclusive benefit. You will not take any action that conflicts with our rights in, or ownership of, any Mark.

Upon termination of your status as an Affiliate of the Company, all rights granted in this section shall automatically terminate. The Company reserves the right to take appropriate action against any use without permission or any use that does not conform to these Terms and Conditions, at any time and in our sole discretion.

The Company reserves the right to modify the Marks, at any time and in our sole discretion.

7. Representations and Warranties. You represent and warrant that:

  • You are legally capable and authorized to consent to these Terms and Conditions.
  • Your Network does not and shall not:

(ii) depict anyone less than eighteen (18) years of age;

(ii) contain material subject to 18 USC §2257 (but if it does, you will notify us not less than thirty (30) days in advance of such inclusion and you will comply in all respects therewith);

(ii) contain any information which you know or reasonably should know is false;

(iv) contain or transmit any apps or programs that are or can be installed or downloaded to a Customer’s computer or other device without the Customer’s express and knowing consent as to the exact nature, purpose and function of such apps or programs;

(v) not use the Company’s name or the Marks in any form of unsolicited communication, including unsolicited email (spam).

8. Disclaimers. The Company makes no representations or warranties as to the Site. To the maximum extent of the law, the Company disclaims all representations, warranties and conditions, express and implied, including the warranties of merchantability, fitness for a particular purpose, title and noninfringement. The Site is provided “as is.’

9. LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.

IN NO EVENT SHALL THE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS EXCEED THE FEES PAID TO YOU BY THE COMPANY.  THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.

10. Indemnification. You agree to indemnify and hold the Company harmless from any and all actions, awards, claims, losses, liabilities, damages, costs, obligations, settlement payments, penalties, claims, judgments, suits, proceedings, costs, disbursements or expenses of any kind whatsoever (including reasonable attorneys’, consultants’ and experts’ fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted against the Company arising directly or indirectly from your breach of these Terms and Conditions or to any negligent, grossly negligent, willful or unlawful acts or omissions of you including but not limited to:

  • failure to comply with these Terms and Conditions;
  • failure to comply with applicable law;
  • defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you;
  • failure to pay appropriate taxes;

(e) Your Network contains or promotes materials that infringe or violate the copyright or other intellectual properties of any third parties.

11. Term and Termination. Your status as an Affiliate of the Company may be terminated by either Party upon written notice to the other. If the Company terminates your Affiliate status due to breach to these Terms and Conditions by you, no further Fees shall be paid to you and we may seek such other relief, equitable and legal, as may be available. Once terminated for any other reason, the Fees due and owing to you shall be paid as provided herein.  Regardless who terminates, upon termination, any and all rights and licenses granted by us to you shall immediately cease and you shall immediately stop using and remove the Customer Code and the Marks from your Network.

12. Relationship.

(a)  You are an independent contractor with respect to the Company, and nothing in these Terms and Conditions is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and the Company.  You shall not, in any manner or respect, represent suggest or convey the impression that you are an employee or agent of the Company, or that the Company has endorsed you and/or your Network or that you represent the Company in any manner or capacity.  You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon the Company.

(b)  As an independent contractor, you are solely and exclusively responsible (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or their insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from the Company; and (iii) for ensuring that you comply with any Licensing Authority’s rules and practices.

13. Waiver. You expressly and unconditionally waive any and all claims against the Company, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:

  • the Site is partially or totally inoperative or inaccessible;
  • there are bugs, errors or inaccuracies in the Site;
  • a suspension, termination or other action was taken with respect to your Network by the Company even if such suspension, termination, or other action resulted in a loss of profits to you;
  • any claim relating to a change in these Terms and Conditions by the Company;
  • withholdings, deductions or offset in connection with payment of Fees due to applicable tax or currency control restrictions.

No waiver by the Company of any breach by you of any condition or provision of these Terms and Conditions shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure or delay by the Company in exercising any right, power, or privilege under these Terms and Conditions operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

14. Notices. Any notice required by these Terms and Conditions or given in connection with it, shall be in writing and shall be given to the appropriate Party.  You hereby consent that email shall be sufficient to constitute written notice hereunder and shall be deemed delivered when sent. 

15. Assignment, Succession. You may not assign your Affiliate status. Any attempted assignment or transfer in violation of this section will be null and void.  Subject to the foregoing restrictions, these Terms and Conditions shall be binding upon the Parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents. The Company shall be allowed to assign its rights hereunder to a parent, subsidiary, distributor or affiliate or upon the sale of all or substantially all of its assets without the written consent of the other Party.

16. Governing Law/Venue.  These Terms and Conditions shall be governed and construed in accordance with the laws of the State of Texas without regard to the conflict of law provisions. The Parties also agree that THESE TERMS AND CONDITIONS ARE WHOLLY PERFORMABLE IN TARRANT COUNTY, TEXAS and submit any claim related to or arising out of these Terms and Conditions to the exclusive jurisdiction of the federal and state courts in Tarrant County, Texas.

17. Waiver of Jury Trial. Each of the Parties knowingly, voluntarily and irrevocably waives, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to these Terms and Conditions or the actions of any Party in negotiation, administration, performance or enforcement of these Terms and Conditions.

18. Invalid Provisions.  In the event that any of the provisions, or portions thereof, of these Terms and Conditions are held to be void, unenforceable or invalid, the remainder of the provisions shall remain in full force and effect and shall in no way be effected, impaired, or invalidated, and in lieu of such unenforceable provision there will be added automatically as part of these Terms and Conditions a provision as similar in terms as may be valid and enforceable.

19. Entirety of Agreement. These Terms and Conditions set forth herein constitute the entire agreement between the Parties and supersede any communications or previous agreements with respect to the subject matter of these Terms and Conditions. There are no written or oral understandings directly or indirectly related to these Terms and Conditions that are not set forth herein.  The Company may change, amend or modify these Terms and Conditions at any time in its sole and absolute discretion. For the purposes of these Terms and Conditions, any reference to “the Company” shall include the Company’s affiliates, officers, employees, principals, agents and contractors.

California Information Collection and Sharing Disclosure

Methods of Identification Collected Disclosed SoldData Collection Examples
Characteristics & Address
Name/ Nickname/AliasYESYESNOFirst Name, Last name and any alias’ associated with information a user enters.
Contact information (postal address/ telephone number, e-mail address)YESYESNOAddress, phone number and email required for shipping information, marketing analytics etc.
Internet identification information (IP addresses, bandwidth)YESYESNOTrack information on a user’s IP address for auditing and security purposes.
Physical CharacteristicsNOYESN/A
Financial Info  
Credit Card NumberYESYESNOThird party necessary to complete transactions and provide our products and services, including order management and fulfillment providers, and agents.            Third party that assist us with information technology and security programs, fraud prevention, detection, and mitigation.
Debit Card NumberYESYESNOThird party necessary to complete transactions and provide our products and services, including order management and fulfillment providers, and agents.                                                                                           Third party that assist us with information technology and security programs, fraud prevention, detection, and mitigation.
Other Financial InformationYESYESNOThird party necessary to complete transactions and provide our products and services, including order management and fulfillment providers, and agents.          Third party that assist us with information technology and security programs, fraud prevention, detection, and mitigation.

 

 

Commercial Information
Information about products and services obtained from usYESYESNOMarketing promotions. Third party retains customer data regarding customer purchases.
Individual’s preferencesYESYESNO
Consuming Histories or tendenciesYESYESNOCookies store sessions on the website about previous data and retain cart info.
Network Activity data
Browsing and search historyYESYESNOThird parties will track which web browser users navigate the site with. Search History is also covered by cookies.
Information about website interactions and usageYESYESNOPlugins are used to track where users click and use their mouse. Along with how long they spend on a page.
Location Data
Physical locationYESYESNOFor reasons of shipping and fulfillment, marketing analytics and threat detection.
Electronic Data
Audio recording (customer service call recordings)YESYESNOCustomer Service calls are stored in cloud services.