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Wipster’s Affiliate Terms and Conditions

These terms and conditions apply to all authorized affiliates (each an Affiliate) of Wipster, Inc. (Wipster.io).  By applying to participate in Wipster.io’s Affiliate Program (Program), you indicate your acceptance of these terms and conditions and acknowledge that they form a legally binding contract between you and Wipster.io in connection with your participation in the Program (Agreement).

Please read the entire Agreement carefully before applying to Wipster.io to become an Affiliate.  If you do not agree to the terms of this Agreement, you must not participate in the Program.

We reserve the right to make changes to the terms of this Agreement at any time, effective upon the posting of modified terms of service on the Wipster.io website (at www.wipster.io) (Website).  It is your responsibility to check the relevant terms and conditions on the Website periodically for changes. Your continued participation in the Program following the posting of any changes constitutes you agreeing to be bound by, and to be a party to, the modified Agreement.

1.         Role of an Affiliate

Your participation in the Program (as any Affiliate) is solely to promote the Website and Wipster.io services.  Your rights of participation in the Program are non-exclusive and are strictly subject to the terms and conditions in this Agreement.

You must undertake your role as Affiliate diligently, professionally, in good faith, and at all times in accordance with all laws and this Agreement.

In particular, but without limitation, you must not, in connection with your participation in the Program:

(a)       Publish any inappropriate, false or misleading material or undertake any spam related activities, such as mass emails.

(b)       Advertise on any website that contains or promotes illegal or inappropriate activities.

(c)       Fail to disclose your Affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.

(d)       Violate or infringe any person’s intellectual property rights. Wipster.io reserves the right to require license agreements from those who employ trademarks of Wipster.io in order to protect its intellectual property rights.

(e)       Offering rebates, coupons, or other form of promised kick-backs or incentives (including from your Commission) in connection with your role as Affiliate or participation in the Program. Adding bonuses or bundling other products with Wipster.io, however, is acceptable.

(f)        Undertake (or attempt to undertake) any self-referrals, fraudulent transactions or other actions inconsistent with the intention of the Program.

(g)       Use any intellectual property rights of Wipster.io or its licensor’s other than as expressly provided for in this Agreement.

(h)       Use the Wipster.io brand or marks or promote the Wipster.io services in a way that disparages or otherwise reflects poorly on the reputation of Wipster.io.

2.            Approval or Rejection of the Registration

You acknowledge that Wipster.io may (in its sole and absolute discretion) accept or reject any application from you or any other person to take part in the Program (Application). You will have no legal recourse against Wipster.io in connection with any rejection of your Application.

Wipster.io shall notify you whether you have been accepted or rejected, and you will not attempt to undertake any activities as an Affiliate unless and until you have received notification from Wipster.io that your Application has been accepted.

3. Commissions

For the purposes of this section 3:

End Customer means an individual referred to Wipster.io directly by your own website, social media, or personal referrals as a result of your participation in the Program and who has consented to the end user terms on the Website (or otherwise entered into an agreement with Wipster.io for the provisions of products or services).  You cannot be an End Customer yourself and you will not receive a commission on your own accounts.

End Customer Fees means the subscription fees paid (but not refunded or charged back at any time in the first 30 days of the relevant subscription) by an End Customer for the End Customer’s first subscription for a Plan.  If an End Customer purchases more than one subscription through your custom links and/or creates multiple accounts, only the subscription fees for the first subscription order shall be counted for the purposes of calculating End Customer Fees.

Plan means the Pro or Business Essential Plan provided by the Wipster.io service.

As consideration for your participation in the Program in accordance with this Agreement, you will receive:

(a) a 20% commission on the End Customer Fees for each End Customer referred by you.

(Commission).

Commissions will be paid to you by Wipster.io once a month.  However, before any Commission becomes eligible for payment to you, the subscription to which the relevant Customer Fees relate must remain active (and not be the subject of any refund or chargeback) for 30 days. Wipster.io will not be required to make payment to you of any Commissions on End Customer Fees that result in chargebacks or refunds during this 30 day period.  Wipster.io shall hold Commissions in a pending status for this initial 30 day period.

4. Term and Termination

The term of this Agreement begins upon your acceptance in the Program and will end when your Affiliate account is terminated in accordance with this Agreement.

Wipster.io may suspend or terminate your status as an Affiliate (and consequently, your role in the Program) on notice to you (with immediate effect) if, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term of this Agreement.

Wipster.io may also, without cause, terminate this Agreement on 90 days’ notice to you.

Upon termination of this Agreement:

(a)       you must immediately cease any Affiliate related activities and no longer hold yourself our as being associated with the Program;

(b)       return any material in your possession relating to Wipster.io or the Program; and

(c)       Wipster.io will make payment to you of any Commission incurred prior to the date of termination in accordance with section 3 above.

5. Promotional Material

You may use graphic and text links both on your website and within in your email messages and also advertise the Website in online and offline classified ads, magazines, and newspapers.

Any graphics or text you use must either be provided by Wipster.io or you may create your own, provided that such graphics and text strictly comply with this Agreement and any other guidelines or requirements notified by Wipster.io, and, if requested by Wipster.io, have received the prior approval of Wipster.io before use.

6. Coupons and Discounts

Wipster.io occasionally offers promotional coupons to select affiliates and to our newsletter subscribers. If you have not been pre-approved to use coupons or if you are not assigned a branded coupon, then you must not promote any coupons.

7. Liability

IN NO EVENT SHALL WIPSTER.IO NOR ITS AFFILIATES (NOR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS), BE LIABLE TO YOU IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM OR ANY WIPSTER.IO SERVICES (UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER ARISING, EVEN IF WE HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES; OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR AANY LOSS OR DAMAGE (INCLUDING LOSS OF COMMISSIONS) DUE TO AFFILIATE TRACKING FAILURES, LOSS OF DATABASE FILES, OR ANY RESULTS OF INTENTS OF HARM TO THE PROGRAM AND/OR TO OUR WEBSITE(S).

DESPITE ANY CONTRARY PROVISION CONTAINED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, IF WIPSTER.IO DOES INCUR ANY LIABILITY TO YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE), THE MAXIMUM LIABILITY OF WIPSTER.IO TO YOU (FOR ALL CLAIMS) SHALL NOT EXCEED AN AGGREGATE AMOUNT EQUAL TO THE TOTAL COMMISSION PAID BY WIPSTER.IO TO YOU DURING THE TERM (OR IF THE TERM EXCEEDS 12 MONTHS, DURING IN THE INITIAL 12 MONTHS OF THE TERM).

WE DO NOT MAKE ANY EXPRESSED OR IMPLIED WARRANTIES WITH RESPECT TO THE PROGRAM OR ANY COMMISSIONS THAT YOU MAY RECEIVE FROM THE PROGRAM, NOR DO WE MAKE ANY WARRANTIES IN RESPECT OF THE SUBSCRIPTIONS, SERVICES OR PRODUCTS SOLD BY WIPSTER.IO (IN PARTICULAR, WE MAKE NO CLAIM THAT THE OPERATION OF THE PROGRAM AND/OR OUR WEBSITE(S) WILL BE ERROR-FREE AND WE WILL NOT BE LIABLE FOR ANY INTERRUPTIONS OR ERRORS).

8. Indemnification

YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS WIPSTER.IO, OUR AFFILIATES AND EACH OF OUR AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, SUPPLIERS AND REPRESENTATIVES (EACH AN INDEMNIFIED PARTY) FROM ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARISE FROM OR RELATE TO YOUR PARTICIPATION IN THE PROGRAM, YOUR ACTS OR OMISSIONS AS AN AFFILIATE, ANY INFRINGEMENT BY YOU OF ANY PERSONS INTELLECTUAL PROPERTY RIGHTS, AND/OR ANY BREACH BY YOU OF THIS AGREEMENT.. IN RESPECT OF ANY THIRD PARTY CLAIM WHICH IS THE SUBJECT OF INDEMNIFICATION BY YOU, WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY SUCH CLAIM, IN WHICH EVENT YOU WILL ASSIST AND COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

9. General

Assignment:  You must not assign or otherwise transfer any of your rights or obligations under this Agreement to any other person without Wipster.io’s prior written consent.  For the avoidance of doubt, if you are an entity, a change of control in your entity constitutes an assignment by you of your rights or obligations under this Agreement.  Wipster.io may assign, transfer or otherwise dispose of its rights and obligations under this Agreement to any person without requiring your consent.

Costs:  Unless otherwise stated in this Agreement, each party will bear its own costs and expenses incurred in connection with the negotiation, preparation and implementation of this agreement.

Entire Agreement:  This Agreement records the entire understanding and agreement of the parties relating to the matters dealt with in this Agreement.  This Agreement supersedes all previous understandings or agreements (whether written, oral or both) between the parties relating to these matters.

Further Assurances:  Each party will do all things and execute all documents reasonably required to give effect to the provisions and intent of this Agreement.

Force Majeure:  Neither party (First Party) will be liable for any act, omission or failure by it under this Agreement if that act, omission or failure results directly from an event or circumstances beyond the reasonable control of the First Party, provided that whenever the First Party becomes aware that such a result has occurred or is likely to occur, the First Party will notify the other party by written notice accordingly, and each party will continue to use its best endeavors to perform its obligations as required under this Agreement.

Governing Law:  This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without regard for choice of law provisions thereof.  The parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in Portland, Oregon for all suits, actions, or proceedings directly or indirectly arising out of or relating to this agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

Electronic signatures effective:  The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Share a Sale and/or Wipster.io application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.




 

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