Affiliate Terms and Conditions

Foreword

Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask for the same consideration from you. We have written the following affiliate agreement with you in mind, as well as to protect our company’s good name. So please bear with us as we take you through this legal formality.

If you have any questions, please do not hesitate to let us know. We are strong believers in straightforward and honest communication. For the quickest results, please email us at [email protected].

Please read this carefully!

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

To be an authorized affiliate of ThemeGrill Pvt. Ltd. (“Company” or “we” or “our”), you (“Affiliate”) agree to abide by the terms and conditions contained in this agreement.

By submitting your application and by your use of the Affiliate Program, you agree to comply with all of the terms and conditions set out in this Affiliate Agreement. We may terminate your Affiliate Account at any time, with or without notice, for conduct that is in breach of this Affiliate Agreement, for conduct that ThemeGrill Pvt. Ltd. believes is harmful to its business, or for conduct where the use of the Affiliate Program is harmful to any other party. If you sign up on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement and that you agree to this Agreement on the entity’s behalf.

Promotional Methods

In connection with any marketing efforts you choose to make for our products, please ensure that all promotional materials adhere to the following guidelines:

1. Product Reviews

In the event that you do a product review of any of our products, you should make sure that you disclose upfront that you receive a percentage of each sale made. In addition, all endorsements must reflect the honest opinions or experiences of the endorser. Any disclosures must be clear and conspicuous and not hidden. The most important principle is that an endorsement has to represent the accurate experience and opinion of the endorser. In addition, you must follow the following guidance:

You can’t make claims about a product that would require proof you don’t have. For example, you can’t say a product will cure a particular disease if there isn’t scientific evidence to prove that’s true.

Furthermore, such disclosures must be made clearly, frequently and conspicuously. Such disclosures ensure that readers can formulate an informed opinion about the information you provide by understanding the possible influence your material connection with our company might have on your endorsement of our products.

2. Linking in Articles

An affiliate disclosure while adding links on articles has a few requirements:

1. You must display a clear disclosure about the nature of your affiliate links and the material connection you have with our company.
2. It must be clearly and conspicuously placed (on the same page where the links appear) so that it is easy for users to notice and requires not additional user interaction to read (such as clicking a link, scrolling or hovering over an element). According to the FTC: “Putting disclosures in obscure places – for example, buried on an ABOUT US or GENERAL INFO page, behind a poorly labeled hyperlink or in terms of service agreement – isn’t good enough. The average person who visits your site must be able to notice your disclosure, read it and understand it.” All disclosures should appear in full, either before or in close proximity to the affiliate link itself.

Example Article Disclosure: “Disclosure: Some of the links in this post are “affiliate links”. This means if you click on the link and purchase the item, I get commissions for purchases made through links in this post.”

3. Linking on Social Networks

When using our affiliate links on social networks, you must also display a clear disclosure about the nature of the links and the material connection you have with our company. In the form of social media posts, these disclosures must be part of the post that contains the affiliate link.

Example Facebook Disclosure: “Ad: Check out our review of ThemeGrill Themes, and why we think it’s the best theme available.”

Example Twitter Disclosure: “ColorMag Theme from ThemeGrill is the best theme in the business! #ad”

Affiliate Tracking and Commissions

1. All sales are tracked using visitor IP and/or cookies. While this is the best method available, it is not perfect. We can only guarantee that sales will be tracked if the user’s IP does not change or their cookies are not cleared. This is also applied to any renewals, which are tracked independently of the initial purchase. Affiliate will include all Site integration tags, tracking pixels and other tracking code (“Code”) that we request, included any Code incorporated into the Links and/or Creatives. The affiliate may not alter the Code under any circumstances. If you alter, remove or disable any Code, you will not be paid for any net revenue that was or could have been attributed to that Code. In the event of a discrepancy in reporting, the tracking statistics and reports of the Company shall control.
2. The first affiliate to refer a visitor gets credit for the sale. Multiple affiliates will not be paid for the same sale. Affiliates agree that in the event of a dispute regarding credit or payment, the sole determination of the Company shall be final and binding. If a payment is refunded, then the commission for this payment will be removed from your account.
3. Only intentional clicks are allowed in the system. Forcing visitors to click a link, or using fake tracking pixels (also known as “cookie stuffing”), or any other means to register unsuspecting visitors in the system is strictly prohibited. Accounts using such methods will be terminated without warning and all revenues will be forfeited. This includes, but is not limited to, the use of Auto-Hit or Auto-Surf programs, displaying affiliate tracking URL within an iframe or image src, automatic pop-ups or automatic redirects to affiliate URL’s without action by the visitor, or any other method meant to automatically track a visitor in the affiliate system without an intentional click from an interested buyer. If the Company believes that Affiliate has fraudulently added registrations by non-approved methods (as solely determined by Company in its judgment), Affiliate agrees the payout for all such fraudulent leads will be forfeited.

Payments

1. Payments are sent out at the end of each calendar month. Payments are only made through PayPal. Therefore, you must have a valid PayPal email address assigned to your account to receive any payment. Payouts are only made when an affiliate’s balance hits $100, or surpasses it.
2. The company shall pay Affiliate the agreed-upon percentage of Net Revenue from customers. Company shall have the right at any time in its sole discretion to alter the percentage of Net Revenue paid to Affiliates (including the payment of commissions upon renewal) upon the provision of ten days’ prior notice. Net Revenue means the gross revenues received by Company due to Affiliate’s actions less taxes, refunds, rebates and any discounts given. Payment shall be made within thirty (30) days after the last day of the month in which the Customer paid the Company.
3. If you disagree with any compensation paid in connection with any month, you agree to notify Company within 60 days of payment for such a month. Otherwise, you agree that any claims for underpayment for such month shall be waived. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Taxes

Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as outlined in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.

Termination

1. If we suspect that you are engaged in fraud of any kind, your account may be terminated without notice. Affiliates who have had their accounts terminated are not eligible to become affiliates thereafter. Accounts that refer customers using misleading or falsified information will be terminated. Lying to a potential customer to persuade them to purchase our products is strictly forbidden. Using illegal means of promotion, including (but not limited to) eMail SPAM is strictly prohibited. Accounts found to be promoting our products using methods that break the CAN-SPAM Act of 2003 will be immediately terminated and removed from the system.
2. Only one person may use an account, and each person may only create one account for themselves. Creating multiple accounts is not allowed. Affiliates with multiple accounts will be terminated.
3. Company reserves the right in its sole discretion, and without any prior notice, to terminate your access to the Service for any or no reason, including your breach of this Agreement or a violation of the rights of another or the law.

Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion without any notifications. Modifications may include but are not limited to, changes in the payment procedures and ThemeGrill.com’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in ThemeGrill.com’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

Indemnification

Affiliate shall indemnify Company and hold harmless and defend Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth herein. Affiliate shall also indemnify, defend and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

Prohibitions

Affiliate warrants and covenants on an ongoing basis that its web site(s) and marketing practices:

1. Do not violate any law or regulation governing (i) false or deceptive advertising, (ii) sweepstakes, or (iii) gambling
2. Do not contain any trade disparagement or libelous, defamatory or infringing content; and (i) do not contain any machine-readable code that could be unintentionally downloaded onto a recipient’s computer (such as a worm, virus, Trojan Horse or other self-executing programs) and damage or takeover recipient’s computer.
3. Do not offer incentives to users to click on ads or complete offers that award them cash, points, prizes or automatically enter them into contests, drawings or sweepstakes.
4. Will only be marketed to people who are eighteen (18) or older that are eligible to use the Company’s product.
5. Comply with all local, state and federal laws regarding email marketing (CAN-SPAM ACT, effective January 1, 2004). If Company notifies Affiliate of its receipt of any complaint regarding Affiliate’s email practices, or alleged violations of email practices, Affiliate must respond to Company within forty-eight (48) hours of such notification and provide source information, including, but not limited to: (i) time, (ii) date, (iii), IP address, (iv) opt-in source, and (v) content of email message.
6. As a condition to your participation in the Affiliate Program, you agree that while you are an Affiliate, 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 an Affiliate. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (national, federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
7. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties outlined in this Agreement.
8. Affiliate’s websites do not contain any materials that are:
i. Obscene, or pornographic
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent; or Solicitous of any unlawful behavior
iv. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s websites. Nothing on Affiliate’s websites infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
v. Affiliate will not use the Promotional Materials in any manner other than those outlined above.
vi. Affiliate will not make any claim to ownership of the Promotional Materials or of the copyright, trademark, or other intellectual property therein.
vii. Affiliate will not make any claim to ownership of the Promotional Materials or of the copyright, trademark, or other intellectual property therein.
viii. Affiliate shall not during the Term compete directly or indirectly with Company in the sale of third party products or merchandise without the prior written consent of Company, provided that it shall not be a violation of this section for Affiliate to sell Affiliate-branded products or merchandise or products or merchandise previously marketed by Affiliate.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, shall be considered to be “Confidential”. Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.

Limitations of Liability

Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement. COMPANY’S LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS AND AFFILIATES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, SHALL NOT EXCEED THE TOTAL SUM OF $100.00. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE CONTRACT BETWEEN US AND YOU. Some states do not allow the limitation of liability, so the foregoing limitation may not always apply. For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

Counterparts

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single agreement.

Severability

If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

Assignment

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to any purchaser of all or any substantial portion of its business or assets or to any subsidiary or other affiliate without the prior approval of the other party, provided that the assignee specifically assumes in writing all of the obligations of the assignor. The parties agree that a merger, consolidation or acquisition of a controlling interest in a party shall be deemed an assignment of this Agreement for purposes of this provision.

Entire Agreement

This Agreement constitutes the entire agreement between Company and Affiliate and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be amended or modified only in writing agreed to and signed by authorized representatives of both parties.

Contact Us

Feel free to contact us via contact page if you have any questions about our affiliation program.

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