PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MOUNTAINMODERNLIFE.COM
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.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in MountainModernLife.com’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the MountainModernLife.com web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to MountainModernLife.com, and “you,” “your,” and “yours” refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application on MountainModernLife.com. The fact that we approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site or promotional tactics are unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “MountainModernLife” or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website 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 MountainModernLife.com or any other affiliated business.
2.2. MountainModernLife.com 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.
2.3. 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.
2.4. 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.
3. MountainModernLife.com Rights and Obligations
3.1. 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 that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. 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 MountainModernLife.com Affiliate Program.
3.2. MountainModernLife.com reserves the right to terminate this Agreement and your participation in the MountainModernLife.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the MountainModernLife.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, MountainModernLife.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
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 MountainModernLife.com’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in MountainModernLife.com’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Order Processing
We will process Product orders placed by customers who follow Special Links from your site or social media channels to MountainModernLife.com. We reserve the right to reject orders that do not comply with any requirements on the MountainModernLife.com, as they may be updated from time to time. We will track Qualifying Purchases for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.
7. Advertising Fees
We will pay you advertising fees on Qualifying Purchases. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site or social media channels to MountainModernLife.com; (b) during a single Session that the customer adds a Product to his or her shopping cart and places the order for that Product no later than 30 days following the customer’s initial click-through; or (c) the Product is shipped to, and paid for by, the customer.
A “Session” begins when a customer clicks through a Special Link on your site or social media channel to MountainModernLife.com and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to MountainModernLife.com that is not your Special Link.
Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following:
- any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the MountainModernLife.com;
- any Product purchase that is not correctly tracked or reported because the links from your site to MountainModernLife.com are not properly formatted;
- any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
- any Product purchased for resale or commercial use of any kind;
- any Product purchased after termination of this Operating Agreement;
- any Product order where a cancellation, return, or refund has been initiated; and
- any Product purchased by a customer who is referred to MountainModernLife.com through any of the following:
- a Prohibited Paid Search Placement; or
- a link to MountainModernLife.com, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
- any Qualifying Purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the MountainModernLife.com via your Special Links).
- any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, Product Advertising API or other linking tools that we make available to you.
- any Qualifying Purchase, which takes place in India, made through a mobile device or tablet wherein:
- the mobile application of MountainModernLife.com is pre-loaded by the original equipment manufacturer (“OEM”) on the device or tablet; or
- the mobile application of MountainModernLife.com is installed through a maintenance release or firmware update or firmware based notifications sent by the OEM or the notification partner; or
- the mobile application of MountainModernLife.com is installed from a source other than Google Play store or iOS App Store
8. Affiliate Program Commission Payments and Schedule
The starting commission rate for all MountainModernLife.com affiliate members is 40% on all digital sales. Commission rate may change at the sole discretion of Mountain Modern Life.
Payments are made via PayPal and will be issued once an affiliate member reaches a payment threshold of $25 at the beginning of every month. This is subject to any applicable withholding or deduction described below.
The advertising fee payable to you is inclusive of all taxes including applicable service tax or goods and services tax or other tax or levy that you may be required to remit in connection with such services for which you will raise a valid invoice under applicable law(s) and regulations and report it in the returns within the prescribed time limit so that MountainModernLife.com can take input tax credit of the taxes paid. You undertake to comply with any of the applicable provisions of such law including but not limited to:
- timely issuance of GST compliant invoices;
- making the invoices available to MountainModernLife.com;
- depositing applicable taxes on a periodic basis; and
- correctly reporting them to the government under tax laws.
If at any time credit of taxes is denied or payment of taxes is sought from MountainModernLife.com, due to, but not limited to, issuance of a deficient invoice, default in payment of taxes, inappropriate reporting in the returns filed or non-compliance of applicable laws and regulations by you, you shall indemnify Mountain Modern Life (MountainModernLife.com) against any denied credits or taxes recovered as well as any interest and penalties imposed on Partner Site and Mountain Modern Life (MountainModernLife.com). If required by applicable Indian tax law, we may deduct or withhold taxes, levies or any similar amounts from the advertising fees payable to you. If you are an Indian resident, advertising fees payable to you will be subject to income tax withholding at the rate stipulated under applicable law. If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of tax withholding applicable to you will vary. Further, if you are a non-resident, you agree to provide necessary documentation, as may be required, for Partner Site and Mountain Modern Life (MountainModernLife.com) to satisfy any reporting or any obligations with respect to the advertising fee payable to you. If we deduct or withhold taxes from advertising fees payable to you, we will issue to you the relevant withholding tax certificate, if required under the applicable law, evidencing deposit of the taxes with the relevant regulatory authorities (for non-resident this is subject to relevant documents made available). If you provide us with a nil or reduced withholding tax certificate, we will apply such nil or reduced tax rate as the applicable withholding tax rate on advertising fees payable to you. You hereby agree that you will not pursue any claim against P or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any taxes Partner Site and Mountain Modern Life (MountainModernLife.com) deposits with a relevant taxing authority pursuant to the this Operating Agreement.
9. Access to Affiliate Account Interface
You will create a password so that you may enter MountainModernLife.com’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
10. Promotion Restrictions
10.1. You are free to promote your own web sites, but naturally any promotion that mentions MountainModernLife.com 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 MountainModernLife.com. 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 MountainModernLife.com 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 MountainModernLife.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from MountainModernLife.com. 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 MountainModernLife.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
10.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as MountainModernLife.com, NomadsGuidetoDecorating.com, mountainmodernlife,nomadsguidetodecorating, www.mountainmodernlife, www.nomadsguidetodecorating, www.mountainmodernlife.com, www.nomadsguidetodecorating.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from MountainModernLife.com’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
10.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in MountainModernLife.com’s service).
10.4. 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 MountainModernLife.com’s site (i.e., no page from our site or any MountainModernLife.com’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 Merchant site in IFrames, hidden links and automatic pop ups that open MountainModernLife.com’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.
11. Grant of Licenses
9.1. 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 MountainModernLife.com’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of MountainModernLife.com’ and the good will associated therewith will inure to the sole benefit of MountainModernLife.com’.
9.2. 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.
MOUNTAINMODERNLIFE.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING MOUNTAINMODERNLIFE.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF MOUNTAINMODERNLIFE.COM ABILITY, 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.
13. Representations and Warranties
You represent and warrant that:
11.1. 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;
11.2. 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;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
14. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL MOUNTAINMODERNLIFE.COM 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 MountainModernLife.com, 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.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
17.1. 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 MountainModernLife.com. 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.
17.2. 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.
17.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
17.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
17.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
17.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
17.7. 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.