STOCKLAYOUTS REVENUE SHARE PARTNER PROGRAM AGREEMENT
This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the StockLayouts Affiliate Program (the "Program"). As used in this Agreement, “StockLayouts” "we", "us", or "our" means StockLayouts LLC, and "you" means the applicant. "StockLayouts.com" means the site that has its primary home page identified by the URL www.StockLayouts.com, and "site" means a World Wide Web site. "Your Site" means any site that you will link to StockLayouts.com (and which you will identify in your Program application).
1. Enrollment in the Program
To get started with the enrollment process, you will be asked to complete a Program application via StockLayouts.com. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that Your Site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• breach intellectual property rights
• represent StockLayouts designs in a way that might lead users to believe that they are creations of the Affiliate and not StockLayouts
• include "StockLayouts," any other trademark of StockLayouts services or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "stocklayouts.mydomain.com", "stocklayouts.com" or "stocklayoutstemplates.net" would be unsuitable
• otherwise violate intellectual property rights
• display content that appears to be generally incompatible with that of StockLayouts.com.
By participating in the Program you agree that you will not engage in any activities listed above. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and Your Site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.
2. Links on Your Site
Once we have notified you that Your Site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for the purpose of facilitating users of Your Site in the viewing of the StockLayouts template library (“Template Library”) which comprises pre-designed digital layout files with stock photos and artwork, which may be downloaded individually or sold by subscription, (“Templates” or “Products”). This is achieved by means of links that we give to you, that provide visitors to Your Site with access to StockLayouts.com.
Revenue Share Link – The Revenue Share Link provides visitors to Your Site with a direct link to StockLayouts.com. A visitor interested in purchasing a Template is able to click on a link to purchase directly from StockLayouts.com. The link is tracked for the purpose of calculating and paying referral commissions (“Referral Commissions,” see Section 4).
We will provide you with guidelines and graphical artwork to use in linking to StockLayouts.com. To permit accurate tracking, reporting, and referral commission accrual for the Revenue Share Link, we will provide you with special tagged links (“Tagged Links”) to be used in all links between Your Site and StockLayouts.com. You must ensure that each of the links between Your Site and StockLayouts.com properly uses the Tagged Links we provide you with. You will earn referral commissions only from activity on StockLayouts.com occurring directly through the Tagged Links provided. We will not be liable to you with respect to any failure by you to use the Tagged Links provided, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
You acknowledge that, by participating in the Program and placing any of the above links within Your Site, we may receive information from or about visitors to Your Site or communications between Your Site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Policy on StockLayouts.com.
Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Tagged Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the StockLayouts.com domain name.
You also acknowledge that we may, from time to time, send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.
Further, you acknowledge and agree that you will not: (a) in connection with this Agreement, display or reference on Your Site, any trademark or logo of any third party seller on StockLayouts.com; (b) use any data, images, text, or other information obtained by you from StockLayouts.com in connection with this Agreement (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement; (c) modify or alter any Content that consists of a graphic image, other than to resize it; (d) edit any Content that consists of text, other than to shorten its length; (e) sell, redistribute, sublicense or transfer any Content; (f) use any Content in a manner intended to send sales to any site other than StockLayouts.com. You will agree to promptly delete any Content that is no longer displayed on StockLayouts.com or that we notify you is no longer available for your use.
Furthermore, you agree to abide by our License Agreements, which may be found on StockLayouts.com, and to defend the rights of StockLayouts under such Agreements when answering questions about or customizing StockLayouts templates with your customers.
3. Order Processing
We will process Product orders placed by customers who follow Tagged Links from Your Site to StockLayouts.com. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will receive orders, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Tagged Links from Your Site to StockLayouts.com and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.
4. Referral Commissions
We will pay you Referral Commissions on Product sales to third parties. For a Product sale to be eligible to earn a Referral Commission, the customer must click-through a Tagged Link from Your Site to StockLayouts.com, create a registered user account, and purchase a Product. All purchases that take place within sixty (60) days from the registration date, whether the customer purchases in the initial session or subsequent sessions, will be eligible to earn a Referral Commission.
To permit accurate tracking, reporting and Referral Commission accrual, you must ensure that the Tagged Links between Your Site and StockLayouts.com are properly formatted. We will not be liable for paying Referral Commissions on purchases that are not correctly tracked and reported because the links between Your Site and StockLayouts.com are not properly formatted.
You may not purchase products during sessions initiated through the links on Your Site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of Referral Commissions and/or the termination of this Agreement.
In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Tagged Links on Your Site to access StockLayouts.com (e.g., by implementing any “rewards” program for persons or entities who use Tagged Links on Your Site to access StockLayouts.com); (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of StockLayouts.com; (d) make any orders or subscription requests, or engage in other transactions of any kind on StockLayouts.com on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; (f) other than providing Tagged Links on Your Site in accordance with this Agreement, post or serve any advertisements or promotional content promoting StockLayouts.com or otherwise around or in conjunction with the display of StockLayouts.com (e.g., through any "framing" technique or technology or pop-up or pop-under windows, except in accordance with this Agreement), or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the Referral Commission amount or artificially increase your Referral Commissions; (h) cause any page of StockLayouts.com to open in a customer's browser other than as a result of the customer clicking on a Tagged Link on Your Site); (i) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert Referral Commissions from, any web site that participates in the Program; or (j) seek to purchase or register any keywords, search terms or other identifiers that include the word "StockLayouts" or variations thereof (for example “Stock Layouts”, "StokLayouts", "LayoutStock", etc.) (“Proprietary Terms”).
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused to promptly comply with a request from us to exclude Proprietary Terms from any keyword as mentioned above, we may (without limiting any other rights or remedies available to us) withhold any referral commissions otherwise payable to you under this Agreement and/or terminate this Agreement.
5. Referral Commission Amount
If you elect to establish a Revenue Share Link, you will earn (subject to the other terms of this Agreement) Referral Commissions amounting to 20% of the total sales as determined in Section 4.
6. Referral Commission Payment
We will pay you Referral Commissions, by check, approximately 30 days following the end of each month. We will accrue and withhold Referral Commissions until the total amount due has reached $100.00. Funds credited to your account do not accrue interest. In the event of a “Void” transaction (transactions that are fraudulent, returned merchandise, duplicate transactions, or any other valid reason), StockLayouts may recover from you the corresponding Referral Commission (“Void Commissions”) 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, such Void Commission will be deducted against your future earnings. You will never be asked to send money to StockLayouts.
Payments shall be made in U.S. funds, unless arrangements are made with us to make payment in non-U.S. funds. The amount of such non-U.S. funds payments shall be reduced by any associated electronic funds transfer fees, or other bank fees that may be necessary to transfer and convert the funds in a satisfactory manner.
We are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral commission payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
7. Policies and Pricing
Customers who register on StockLayouts.com and buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures, which we may change at any time, concerning customer orders, customer service, and product sales will apply to those customers.
8. Identifying Yourself as an Affiliate
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
9. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of Your Site and for all materials that appear on Your Site. For example, you will be solely responsible for:
• the technical operation of Your Site and all related equipment
• the accuracy and appropriateness of materials posted on Your Site (including, among other things, all Product-related materials)
• ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
• ensuring that materials posted on Your Site are not libelous or otherwise illegal
• ensuring that Your Site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of Your Site.
10. Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from Your Site, all links to StockLayouts.com, 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 referral commissions only on sales of Products that occur during the term, and referral 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.
12. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on StockLayouts.com. Modifications may include, for example, changes in the scope of available referral commissions, referral commission schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON STOCKLAYOUTS.COM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section.
14. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Commissions paid or payable to you under this Agreement.
15. Disclaimers
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of StockLayouts.com will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
16. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. 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.
17. Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Portland, Oregon, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Oregon (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
18. Miscellaneous
This Agreement will be governed by the laws of the United States and the state of Oregon, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.