This is a contract between you (the “Affiliate”) and us (“Sel-et”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.
The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we will let you know by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
PLEASE READ THE ENTIRE AGREEMENT
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
BY SUBMITTING THE ONLINE APPLICATION 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.
- 1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Sel-et’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site, social media, emails and the Sel-et web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Sel-et, and “you,” “your,” and “yours” refer to the Affiliate.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
- Affiliate Acceptance
To begin the enrollment process, you will complete and submit the online application at the Sel-et Affiliates website.
Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.
- Affiliate Obligations
You may not create or design your website or any other website and digital channel that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Sel-et or any other affiliated business.
As a member of Sel-et’s Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details , download HTML code (that provides for links to web pages within the Sel-et web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
Sel-et reserves 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.
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.
- Sel-et 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 regarding Sel-et and our products that we feel should be made, or to make sure that your links to our web site are appropriate. 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 Sel-etAffiliate Program.
Sel-et reserves the right to terminate this Agreement and your participation in the Sel-et Affiliate Program immediately and without notice to you should you commit fraud in your use of the Sel-et Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Sel-et 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 as long as you participate in the Affiliate Program, until terminated.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party on fifteen (15) days written notice. In addition, this Agreement will terminate immediately upon any breach of this Agreement by either party.
Termination shall not affect our obligation to pay you the Commission eventually due for transaction concluded before such termination.
Except as expressly set forth in this section, you are not eligible to receive a Commission payment after termination of this Agreement.
Upon termination, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral.
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 Sel-et Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement pursuant to section 5 above. Your continued participation in Sel-et Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Sel-et uses a third party tool to handle all of the tracking and payment. The third party is the YITH WooCommerce affiliate tool .
In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date PayPal account and updated the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for Sel-et to process any payments that may be owed to you.
We will pay you a commission for each Customer who completes a Transaction after clicking on an Affiliate Lead made available by you. The commission includes VAT.
Sel-et will pay Affiliate a commission as defined in the Affiliate Dashboard, for each referred sale of the Product which is identified by a visitor from Affiliate’s web site using its unique Affiliate Link (“Commission”). Specific commissions are determined on an offer-by-offer basis and are published and shared with Affiliate via email notifications of the offer(s).
For the sake of accounting, we will pay to you the Commissions as they reach the minimum amount of 50€
The Affiliate will not be entitled to receive Commission on any additional purchases of Sel-et Products by that same Customer made directly through Sel-et website.
The affiliate declares to be in compliance with the tax regulation of the country in which he is resident for tax purposes, and hold harmless Sel-et from any liability in this regard.
8 Alternative compensation through coupons
If the affiliate does not have a VAT number, Se-let reserves the right to accept membership in the program by managing the affiliate’s compensation through the provision of coupons with discounts to be used for online purchases and at the point of sale of the office .
9 Access to Affiliate Account Interface
You will create a password so that you may enter Sel-et WooCommerce’s secure affiliate account interface. From the site you will be able to receive your reports that will describe our calculation of the commissions due to you.
- Promotion Restrictions
You are free to promote your own web sites, but naturally any promotion that mentions Sel-et 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 Sel-et. 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 Sel-et 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 Sel-e tso long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Sel-et. 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 Sel-et Affiliate Program.
Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Sel-et’s site (i.e., no page from our site or any Sel-et’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Sel-et site in IFrames, hidden links and automatic pop ups that open Sel-et’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
- 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 Sel-et’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Sel-et and the good will associated therewith will inure to the sole benefit of Sel.et.
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.
SEL-ETMAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SEL-ET SERVICE AND WEB SITE OR THE PRODUCTS PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, 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.
- 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.
- Limitations of Liability
Without prejudice to the provisions of mandatory laws, we will not be liable to you for any direct and / or indirect damages (both with reference to the emerging damage and lost profits), suffered by you as a result of the provisions contained in this agreement.
Further, in no event shall Sel-et’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 Sel-et, 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.
16.1. 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 Sel-et 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.
16.2. 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.
16.3. This Agreement shall be governed by and interpreted in accordance with the laws of Italy.
16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
16.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
16.6. 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.
16.7 JURISDICTION These terms and conditions of sale are subject to Italian law.