Seamless.AI US Affiliate Agreement

Last Updated on April 30, 2020

 

This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, the Seamless.AI affiliate program described herein (the “Program”). By clicking “I Accept the Terms” and submitting Your affiliate application (“Application”), You accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.

 

  1. PARTIES.  “We,” “Us,” and “Our” means  Seamless Contacts Inc., doing business as Seamless.AI. All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement by clicking “I Accept the Terms” button and submitting the Application. Persons and entities not located in the continental United States, Alaska, and Hawaii are not eligible to participate in the Program. We and You are each referred to herein as a “Party,” and collectively as the “Parties.”
  2. APPLICATION.  You agree to provide any information we request in connection with the Affiliate Application, and You affirm that the information You provide is true and accurate. We reserve sole and exclusive discretion to determine whether You are approved to participate in the Program. Not everyone who applies for the Program will be approved to participate. Once we approve You to be a participant in the Program (an “Affiliate”), You will become eligible to receive compensation as set forth herein.
  3. CONSENT TO BE CONTACTED.  You expressly consent to be contacted at the email address and the phone number You provide in Your Application about Your Application and the Program, including through automated dialing systems, texts, and pre-recorded messages. Your consent is a material condition of this Agreement and may only be revoked by You in writing.
  4. COMPENSATION.  If You become an Affiliate, You will receive a unique Program ID. You must incorporate the Program ID within any URL You use to promote the Program. An Affiliate may receive a commission for each new paid user of Seamless.AI (“Referred Customer”) that is registered using the Affiliate’s Program ID as set forth in this Agreement, with the following exceptions:

Each Referred Customer must be identified to Your Program ID by a cookie placed on their browser or other tracking method We use. In the event that a Referred Customer has more than one cookie, the most recently acquired cookie will determine which Affiliate is credited with a Sale. If the cookie does not identify the Referred Customer, no commission will be paid. If the Referred Customer remains in good status for a period of thirty (30) days following the Sale, You will be paid a commission for each Referred Customer that signs up for Seamless.AI (“Commission”). You will only receive one Commission for each Referred Customer, even if the Referred Customer registers for, and obtains multiple accounts of the Seamless.AI platform. Except as otherwise provided herein, Commission payments will be paid on the 15th of each month following our receipt of payment for a Referred Account, subject to the other terms of this Agreement. In the event the 15th of each month falls on a weekend or holiday, Commission payments will be paid on the business day following the weekend or holiday. All Commission payments are based on the amount of fees we receive less sales taxes.

 

Commissions will only be paid out during the first year a Referred Customer obtains services from Us. No additional Commissions will be paid out for a Referred Customer’s renewal or continued use of Seamless.AI for more than one year following the date of the Sale. The amount of Commissions for each Referred Customer shall be calculated as the following percent of monthly revenue collected from all Referred Customers during each month of the first year in the following tiers:

  1. 1-10 Referred Customers: 20%
  2. 11-50 Referred Customers: 30%
  3. 51+ Referred Customers: 40%

All Commissions are paid in U.S. Dollars (USD). Some payment methods You select may incur processing fees that may be deducted from Your Commissions. The sum of Your monthly Commissions must equal or exceed One Hundred and 00/100 Dollars ($100.00) (USD) before You receive a payment from Us. If Your combined Commissions in a 90-day period do not exceed $100.00 (USD), Your Commissions will not be paid and will be forfeited.

 

After You earn a Commission of $100.00 (USD) or more, You will need to obtain an account with PayPal, our third-party payment provider so we can pay Your  Commission. This means You are authorizing PayPal to contact You. Before You can be paid any Commission, You must provide Us a completed W-8 or W-9 tax form, upon request. You will be deemed to have permanently waived all rights to Commissions that were earned more than 90-days before submitting a completed W-8 or W-9 tax form to Us. If You are not a lawful resident of the United States, You are not eligible to receive Commissions. You are solely responsible to comply with all tax laws in Your jurisdiction(s) including, but not limited to, the payment of all required taxes to, and filing of all returns and other required documents with, the applicable governing bodies. 

 

You must maintain an active Seamless.AI user account in order to be eligible to receive Commissions. If Your user account is suspended, terminated, blocked, or otherwise inactivated, by You or by Seamless.AI for any reason, You forfeit the right to payment of Your Commissions.

You will not be paid any Commissions for payments made on Your own user account(s). You may not open an account with Us under the name of another person or entity, under a fictitious name, or under any name to obtain Commissions or any other compensation. You may not pay for another person’s or entity’s account with Us. You agree not  to offer cash rebates or other monetary incentives to obtain Referred Customer. 

 

You will only receive Commissions if the Referred Customer pays Us. If payment for a Referred Customer later results in a refund or chargeback, and if a Commission was paid to You, the amount of that Commission will be deducted from any Commissions You earn in the future. If We determine, in our sole and exclusive discretion, that any Referred Customer was procured fraudulently or as a result of any violation of this Agreement or applicable law, You will receive no Commission for such Referred Customers, and You agree that any Commissions already paid for Referred Customers procured fraudulently or in violation of this Agreement or applicable law shall be deducted from Your future Commissions and that We may terminate this Agreement immediately without any liability to You.

 

  1. ADDITIONAL REPRESENTATIONS AND WARRANTIES.  In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify Us of the same within 24 hours. We may immediately terminate Your participation in the Program, in our sole and exclusive discretion, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.

  1. ENTIRE AGREEMENT. This Agreement and Our Terms of Use constitute the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to the Program and Your rights and responsibilities as an Affiliate.

Appendix A

Advertising Rules

These Advertising Rules apply to all activities of Affiliates. 

  1. General Compliance.  Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services We offer that are inconsistent with, or beyond the scope of marketing materials We produce and make available on Our website, https://www.seamless.ai/. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device. Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to anyone in return for their response to an advertisement. We retain the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.
  2. Disclosure.  On any website that Affiliate advertises any of Our services or products, Affiliate must plainly display (i.e., not in a link, or in small font) the following disclaimer language:

Disclosure: I am an independent Seamless.AI Affiliate, not an employee. I receive referral payments from Seamless.AI. The opinions expressed here are my own and are not official statements of Seamless.AI.

  1. Non-Disparagement.  Affiliate is not permitted to comment negatively about or disparage any products or services that We offer or any other person or entity, including without limitation the products or services of any of Our competitors. Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any of Our trademarks, any brand name of Ours, or based on the trademarks or brand name of any competitor of Ours, or any other third party. Affiliate shall not direct link to a Seamless.AI sales page from any paid advertising.
  2. Social Media.  If Affiliate advertises on Instagram or YouTube or other social media, then each post must comply with all of the following:

If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media. Affiliate must also comply with all rules of each social media platform that Affiliate uses.

  1. Income and Business Opportunity Claims.  Affiliates are expressly prohibited from making any claims that use of Seamless.AI will guarantee that the user will make money. If Affiliate’s recruiting efforts include claims related to income Affiliate has made from using Seamless.AI or as an Affiliate, the following guidelines must be adhered to:

  1. Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience; and
  2. Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font: “These were my results. Your results will vary based on a variety of factors including Your education, effort, and market factors. There is no guarantee You will make any money.”

Affiliate is also expressly prohibited from making any express or implied claims that We are or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

  1. Seamless.AI’s Trademarks.  No logo, tagline, trademark, trade name, or trade dress (collectively, “Our Trademarks”) owned by Us may be used, copied, or reproduced by any Affiliate except as set forth below. No intellectual property (or any mark confusingly similar to Our intellectual property) of Ours is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country.

 

We retain exclusive ownership of all Our Trademarks and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of Our intellectual property.

  1. Complaint Notification.  Affiliate must notify Us of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to support@seamlesscontacts.com.
  2. Independent Contractor.  Affiliates are independent contractors of Ours. It is the express understanding and intention of the Parties that no relationship of master and servant, nor principal and agent, shall exist between Us and You by virtue of this Agreement. You have no right to act on behalf of or bind Us in any way, nor share in Our profits or losses. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.
  3. NO WARRANTY; NO LEADS. We do not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that We will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.

  1. LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL SEAMLESS CONTACTS INC. DBA SEAMLESS.AI, OR THEIR RESPECTIVE OWNER(S), PARENT COMPANY(IES), AFFILIATE ENTITIES, EMPLOYEES, OR ASSIGNS HAVE LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION FOR AN AMOUNT IN EXCESS OF THE AMOUNT OF THE COMMISSIONS PAID TO YOU FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST US OCCURRED, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION. THIS LIMITATION OF LIABILITY SHALL APPLY FOR ALL CLAIMS AND ALL THEORIES OF LIABILITY ADVANCED, REGARDLESS OF WHETHER WE WAS AWARE OF OR ADVISED IN ADVANCE OF THE POSSIBILITY OF DAMAGES OR SUCH CLAIMS.

 

  1. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW.

As explained in Our Terms of Use, any controversy or claim arising out of or related to this Agreement or Your relationship with Us that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. The sections of the Terms of Service entitled “DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER,” “ADDITIONAL REMEDIES,” and “GOVERNING LAW AND VENUE” are expressly incorporated herein by reference. Please review the Terms of Use for more information. 

  1. Indemnity.  You agree to protect, defend, indemnify and hold harmless Us, Our officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement. Your indemnity obligation includes, but is not limited to, any third-party claim against Us for liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement.
  2. Term and Termination.  If approved, Your participation in the Program will continue month-to-month until either:

 

  1. We cancel Your account due to Your breach of any of the terms of this Agreement. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions and any other payments owed to You or that may in the future be owed to You without any further liability by Us to You;

 

 OR

 

  1. We and or its successors or assigns, in its sole and absolute discretion, cancels, or fails to renew this Agreement. In the event that We or Our successors or assigns cancel this Agreement, You will first receive thirty (30) days’ written notice, sent to the email address associated with Your Affiliate profile.

 

OR

 

  1. You provide Us thirty (30) days’ written notice that You wish to cancel the Agreement.

 

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your account.

 

  1. Severability.  In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Use, as so modified, shall continue in full force and effect.
  2. Modification/Amendments.  This Agreement and Our Terms of Use may be modified by Us at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms of Use will be binding on You when they are sent to You via email, or are posted in the affiliate center. No amendment to this Agreement or the Terms of Use shall be valid unless prepared or signed by Us. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Use.