Last Updated: October 3, 2018
This Affiliate Service Agreement (the "Agreement") is made by and between UpSalo.com, and you, as an Affiliate utilizing the UpSalo.com service ("You", "Your", "Affiliate").
You must agree to abide by the terms and conditions contained in this agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for UpSalo.com, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the UpSalo.com service as an Affiliate.
The following agreement is summarized as follows:
UpSalo.com respects the privacy of its users and will not disclose personal information to third parties without the express permission of You and Your company. If You have any questions please contact firstname.lastname@example.org.
"Performance Marketing" occurs when individual web sites that generate their own traffic ("Affiliates") partner with online Merchants ("Merchant")'s and the Merchant pays a commission or other reward for those Visitors resulting in a measurable action such as a closed sale, lead, hit, or other action.
"Affiliate" means an individual or business generating their own traffic and thus rewarded for legitimate sales, leads, clicks, or other measurable action. Affiliates use UpSalo.com to facilitate relationships with Merchants as well as gain tracking, reporting, and receipt of commission payment.
"Merchant" means an e-commerce entity paying a commission or bounty for legitimate sales, leads, clicks, or other measurable action by a Visitor. Merchants use UpSalo.com facilitate relationships as well as gain tracking, reporting, and issuance of commission payment.
"Visitor" means any person, or user that clicks on a Link to a Merchant's Web site placed on an Affiliate's Web site.
"Sale Commission" means the Payout the Merchant sets and agrees to pay for Visitors referred to the Merchant's Web site that results in a sale of a product or service.
"Lead Commission" means the payout the Merchant sets and agrees to pay for Visitors referred to the Merchant's Web site that results in the Visitor performing an action defined by the Merchant. Such an action could include filling out a form, joining a mailing list, or other mechanism to identify potential customers.
"Click Commission" means the payout the Merchant sets and agrees to pay for a valid click from an Affiliate Partner's site to the Merchant's site that results in the Merchant's website being viewable to the Visitor. A click is deemed valid when it meets certain criteria as defined on the Web site or in this agreement, which criteria may change from time to time.
"Payout" means the amount of sale commission, lead commission, or click commission a Merchant agrees to pay for an individual measurable action. The Payout is defined as either a percetage of a total sale amount, or as a set bounty (flat rate) per action.
"Commission" means the amount sale commission, lead commission, or click commission a Merchant agrees to pay for an individual measurable action. The Payout is defined as either a percetage of a total sale amount, or as a set bounty (flat rate) per action.
"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, sends a Visitor through to a Merchant website via redirection at UpSalo.com. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to the Merchant.
"VOID" means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by the Merchant. Merchant's may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons.
"Your Account" means a specific account within the Service, where Commissions are credited.
UpSalo.com has developed and operates a service (the "Service") which allows Affiliates to participate in Performance Marketing programs. As an Affiliate of UpSalo.com you will be establishing arrangements with third party organizations, called Merchants. All Affiliate relationships established between You, the Affiliate, and UpSalo.com Merchants, will be conducted and managed through the Service.
You will receive a Commission for sending a Merchant authorized sales, leads, and/or clicks via Your Links. In order to place Links, You must first be approved by a Merchant to become an Affiliate of that Merchant's program. You understand that the Payout amount may be changed at any time. This information is also available to You at the UpSalo.com Member's Area. You are responsible for determining if the Payout for a Link You have placed on Your site has changed or been discontinued. You receive the Commission from UpSalo.com. Payments are made automatically once the "Refund Period" is over. Money credited to Your Account does not accrue interest. In the event of a VOID by a Merchant, UpSalo.com may recover from You the corresponding Commission previously credited to Your Account. The VOID Commission will be immediately deducted from Your Account balance. In the event that Your Account balance is less than the VOID Commission, the VOID Commission will be deducted against Your future earnings. You will NEVER be asked to send money to UpSalo.com
UpSalo.com will provide support for the Service as indicated on the UpSalo.com Web site.
UpSalo.com reserves the right to send e-mail to You for the purposes of informing you of applicable changes or additions to the Service or any UpSalo.com related products and services.
UpSalo.com reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, UpSalo.com will notify You via e-mail, newsletter or the UpSalo.com Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.
To sign up as an Affiliate of UpSalo.com and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN UpSalo.com: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, You will select a username and password combination that You use to access Your Affiliate area within the Service. You shall provide UpSalo.com with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that UpSalo.com may rely on any data, notice, instruction or request furnished to UpSalo.com by You which is reasonably believed by UpSalo.com to be genuine and to have been sent or presented by a person reasonably believed by UpSalo.com to be authorized to act on Your behalf. You shall notify UpSalo.com by e-mail at feedback@upsalo of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by UpSalo.com and referral to the appropriate law enforcement agencies.
Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related Merchant for that Link.
Points or reward programs for click or lead programs are NOT allowed. UpSalo.com RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF UpSalo.com. If You are terminated from the Service, UpSalo.com has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join UpSalo.com.
The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UpSalo.com DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, UpSalo.com SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The Merchant will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Merchant liable for any of the consequences of such interruptions. MERCHANT SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY MERCHANT AS A DIRECT RESULT OF THIS AGREEMENT.
UPSALO.COM OR ITS SUPPLIERS OR RESELLERS OR MERCHANTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE UpSalo.com SERVICE OR ANY INFORMATION PROVIDED ON THE UpSalo.com WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF UpSalo.com OR A UpSalo.com AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, UpSalo.com'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
You agree that UpSalo.com, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your Web site, and You, and the Merchant, jointly and severally agree to indemnify, defend, and hold harmless UpSalo.com and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
UpSalo.com agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to UpSalo.com's negligence or willful misconduct in performance of the Services or its breach of this Agreement.
UpSalo.com acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. UpSalo.com agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of UpSalo.com, that becomes available to UpSalo.com from third parties without knowledge by UpSalo.com of any breach of fiduciary duty, or that UpSalo.com had in its possession prior to the date of this Agreement. UpSalo.com does not collect information about a Merchant's customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. UpSalo.com reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as UpSalo.com deems appropriate.
You, the affiliate, warrants, represents and covenants to UpSalo that You will comply with all applicable privacy and data protection laws, and rules and regulations applicable to the use of the Services. You shall establish and maintain physical, electronic and procedural safeguards, including the use of keycards, codes, intrusion detection systems, user names, passwords and encryption software, to prevent the unauthorized access, use, copying, disclosure, modification, transference, destruction, loss, or alteration of any personal identifying information ("PII"), including a person's name, address, telephone number, email address, age, social security number, credit card or debit card number, IP address or any other information that is personal or is likely to enable identification of a specific individual, during Your use, transmission or storage of any such PII. Where applicable law requires consent for the cookies served by UpSalo, You warrant that You will obtain the prior, freely given, specific and informed consent of any Visitors to any cookies served (or other similar technology used) by UpSalo on the Visitor as a result of a click.
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain the Merchant's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
A Merchant may immediately terminate Your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant's ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant.
UpSalo.com makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non-UpSalo.com Web site does not mean that UpSalo.com endorses or accepts any responsibility for the content or the use of such Web site.
Affiliate or UpSalo.com may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
This Agreement shall be governed by New Delhi, India law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of New Delhi, India and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.