Last Modified: July 23, 2020
These Terms and Conditions (the "Affiliate Agreement") govern the Affiliate Program that is made available by Imalac Solutions Inc. ("Imalac", "we" or "us"). These Terms and Conditions represent the whole agreement and understanding between Imalac and the individual or entity who participates in the Affiliate Program (the "Affiliate", or "you").
Please read this agreement carefully as it represents a legally binding agreement between you and Imalac. 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. Imalac 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 Imalac believes is harmful to its business, or for conduct where the use of the Affiliate Program is harmful to any other party.
Imalac will provide the Affiliate with specific Referral Links to link advertisements and other marketing content to Imalac. Imalac will track users who have visited these Referral Links using cookies which expire after 60 days. Only users who make a purchase or enter into a rental agreement while the cookie is active will be considered referrals of the Affiliate and recorded as such in the Affiliate Partner Portal.
The Affiliate may use the Referral URL generator found in the Affiliate Partner Portal to generate custom links to a particular page or for a specific campaign; however properly coded links are the sole responsibility of the affiliate. The Affiliate is otherwise not authorized to modify or alter the Referral Links or the cookies in any way.. Imalac is not responsible for any tracking or reporting errors that may result from any modifications to the Referral Link or the cookies.
Affiliate Commissions and Payouts
For a referral to generate a commission to an Affiliate, a new customer must complete the checkout process and meet all of the the following criteria (deeming that customer a Qualified Referral):
1. The referral must either:
a. Purchase an eligible product and remit full payment,
c. Purchase an eligible product through our Payment Plan with Afterpay, or
b. Enter into a new rental agreement for the Nurture Breast Massager
2. The referral’s total discounts for the order do not exceed 30% of the total retail value
3. The referral does not return the order or cancel the rental agreement within 60 days
4. The referral’s account has not had any payments refunded, charged back or otherwise reversed
Failure to meet any of these criteria will permanently void the referral and disqualify the referral from any potential payouts.
The Affiliate is entitled to receive payouts for each Qualified Referral that is recorded in the Affiliate Partner Portal per the Affiliate Commissions and Payout Table below. Affiliate commissions will be payable only when the Affiliate has at least 2 Qualified Referrals that are pending payout.
All Affiliate commission payments are payable in United States Dollars only. Within two weeks following the close of each month, payments will be made for any eligible payouts directly to your bank account or debit card through our payout service, Payouts by Sandhills Development. In order to receive your affiliate earnings, you must register your bank account or debit card in the Settings tab in your Affiliate Partner Portal. The Affiliate is responsible for providing Imalac with full and accurate details that are required to remit the Affiliate’s earnings, and is solely responsible for any delays in payment resulting from its failure to do so.
Referrals will become void, and any unpaid Affiliate Fees will be forfeited, after 12 calendar months.
In the event of any activity deemed suspicious by Imalac, Imalac may delay the payment of Affiliate commissions by up to 6 calendar months to verify the relevant transactions. Imalac reserves the right to recalculate, void, or disqualify any referrals or Affiliate commissions in the event of any fraudulent, deceptive or otherwise illegal activity. In addition, we may (a) withhold and offset any payments owed to you under the Agreement against any fees you owe us for any reason, or (b) require you to refund us any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to this Agreement, you must notify us in writing within 30 days of any such payment. Failure to do so will waive any claim relating to the disputed payment is waived. You are responsible for providing and maintaining accurate contact and payment information in your account and providing us all information we may reasonably request to comply with tax or other laws or regulations. You are responsible for any charges assessed by your bank or payment provider. You are responsible for all taxes relating to this Agreement, except taxes on our net income.
Promotions and Advertising
Imalac hereby grants the Affiliate a non-exclusive, non-transferable, limited license to use Imalac logos, videos, images, user testimonials and other assets available in the Affiliate Partner Portal for the sole purpose of promoting Imalac’s products within the context of the Affiliate Program. This license will expire upon termination of the Affiliate's participation in the Affiliate Program.
The Affiliate will be solely responsible for its own marketing activities. All marketing activities must be professional and in full compliance with all applicable laws.
In connection with your activities hereunder, you shall not engage in any unlawful, unfair, deceptive or abusive marketing practices, as determined by us in our sole discretion. Such practices include, without limitation, spamming or other unsolicited commercial email (UCE), posting or marketing to non-commercial groups, boards, forums or social networks, or advertising in any way that conceals or misrepresents your identity, your domain name, or your return email address. At all times, you must clearly represent yourself and your web sites as independent from Imalac. If it comes to our attention that you are engaging in any such practices, we will consider that cause for immediate termination of this Agreement and your participation in the Imalac Affiliate Program.
You shall not bid in your advertising campaigns on keywords such as Imalac, Imalac.com, www.Imalac, www.Imalac.com, and/or any misspellings or similar alterations of these terms (separately or in combination with other keywords). Further, you shall not transmit any so-called “interstitials,” “Parasitic Marketing,” “Shopping Assistance Applications,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” or any similar tools, programs or applications from the time the user clicks on a qualifying link until such time as the user has fully exited Imalac’s site. The foregoing restricted activities shall include, without limitation, any application, tool or code that (a) causes the overwriting tracking cookies through any means other than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through installed software or otherwise (e.g., causing pop-ups, commission tracking cookies to be put in place, or other commission tracking cookies to be overwritten or the like); (c) sets commission tracking cookies through loading of the Imalac site in iframes, hidden links or automatic pop ups; (d) targets text on web sites, other than those websites 100% owned by you for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners, other than those that are on web sites 100% owned by you. Any pending balances owed to you will not be paid if your account is terminated due to any of the practices described in this section.
Grant of Licenses
Imalac grants 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 Imalac's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Imalac and the good will associated therewith will insure to the sole benefit of Imalac. You grant us a non-exclusive right to use your name and trademarks to identify you as a participant in our Affiliate Program and for other marketing purposes (e.g., case studies, success stories, white papers and the like).
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.
Either party may terminate the Affiliate's participation in the Affiliate Program with immediate effect by giving the other party a written notice of termination.
Imalac reserves the right to terminate the Affiliate's participation in the Affiliate Program at any time for conduct that is in material breach of this Affiliate Agreement or for conduct that Imalac, in its sole discretion, deems to be harmful to its business or any third party.
Upon termination, the Affiliate will lose access to its Affiliate Dashboard and will forfeit all potential or unpaid Affiliate Fees.
Imalac may, in its sole discretion, change or modify this Affiliate Agreement at any time, with or without notice. Such changes or modifications shall be made effective for all Affiliates upon posting of the modified Affiliate Agreement to this web address: http://www.Imalac. The Affiliate is responsible for reading this document from time to time to ensure that its use of the Affiliate Program remains in compliance with this Affiliate Agreement.
If any modification is unacceptable to the Affiliate, its sole recourse shall be to terminate this Affiliate Agreement. The Affiliate's continued participation in the Affiliate Program will constitute binding acceptance of such modifications.
Imalac makes no express or implied representations or warranties regarding Imalac’s website or the products or services provided therein or any other subject matter of this agreement, and Imalac hereby fully disclaims and any and all warranties, including the warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, we make no representation regarding the results of your participation in our Affiliate Program or 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.
Representations and Warranties
You represent and warrant that: 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; 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; and you have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
Limitations of Liability
Imalac will not be liable 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 imalac's cumulative liability arising out of or relating to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total fees paid to you under this agreement in the preceding six (6) month period.
You hereby agree to indemnify and hold harmless Imalac, 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") arising out of or relating to your activities in connection with this Agreement or your participation in our Affiliate Program, including, without limitation, any Losses relating to (i) any claim that our use of your trademarks or other provided materials infringes on any intellectual property or proprietary right of any third party, (ii) any misrepresentation, fraud, abuse, negligence or breach of this Agreement by you, or (iii) any claim relating to your site, products or services.
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 Imalac. You will have no authority to make or accept any offers or representations on our behalf and you will not make any statement that implies anything to the contrary. Neither party may assign its rights or obligations under this Agreement to any party, except that we may assign this Agreement to a successor to all or substantially all of our assets or business. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws and principles thereof. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. 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. 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.