You are agreeing to be bound by the following Affiliate Program Agreement (the “Agreement”) by signing this Agreement. The Agreement is between “Winner’sDiscountCenter” DBA “CalDiscounts” and its affiliated companies, collectively “CalDiscount” and you, as an Affiliate (as defined below) (together, the “Parties”, and each a “Party”).
CalDiscount reserves the right to update and change the Agreement by posting updates and changes here: https://caldiscount.com/affiliate/
If a significant change is made, we will provide you reasonable notice via email.
You must read, agree with, and accept all of the terms and conditions contained in this Agreement, before you may become an Affiliate.
“Customer” means any individual, business, or entity that transacts via the Merchant Store by purchasing a Bronze, Silver, or Gold Package. Payment must be submitted via credit or debit card, and payment must be cleared prior to the confirmation of a Customer acquisition. A Customer for purposes of this Agreement is further defined as an individual or business or entity, who has never previously made an account with CalDiscount, and purchased a Bronze, Silver, or Gold Package. An Affiliate may sign up new Customers by provide a Unique Referral Code which will be used to keep track of Affiliate’s acquired Customers.
“Merchant” means an individual or business that uses the Service to sell products or services on CalDiscount’s platform.
“Merchant Agreement” means the agreement entered into between an Affiliate and the Merchant governing the Merchant’s use of the services.
“Affiliate” means an individual or entity that has agreed to the terms of this Agreement and participates in the CalDiscount Affiliate Program. An Affiliate may register for an Affiliate Account via https://caldiscount.com/affiliate/ and may promote the service by signing up new Customers.
“Unique Referral Code” means the unique identifier letters and/or numbers assigned to each Affiliate for purposes of keeping track, monitoring, and rewarding the Affiliate. Affiliate is solely responsible for promoting, advertising, and distributing Affiliate’s Unique Referral Code in order to ensure Affiliate is compensated for the acquisition of a new Customer.
“Revenue Generating Activity” means a revenue generating activity carried out by an Affiliate, as determined by CalDiscount, including the following:
Signing up of a Customer – A Customer is defined as a individual, business, or entity who purchases a Bronze, Silver, or Gold Package using the Unique Referral Code provided by the Affiliate.
With respect to the signing up of a new Customer, a Revenue Generating Activity will be attributed to Affiliate on the date the Customer makes the initial payment of subscription fees for a Bronze, Silver, or Gold Package.
“Service” means the CalDiscount hosted commerce platform available via https://caldiscount.com/ to sell products and services to Customers.
“CalDiscount Trademarks” means the trademarks, logos, service marks and trade names of CalDiscount Inc., whether registered or unregistered, including but not limited to the word mark CalDiscount with logo.
“Website” means any websites that are managed, owned, and operated by CalDiscount including but not limited to https://caldiscount.com.
AFFILIATE RESPONSIBILITIES & MARKETING ACTIVITIES
Affiliate shall bear all costs and expenses related to Affiliate’s marketing or promotion of CalDiscount.
In conducting all Affiliate Marketing Activities, Affiliate shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.
Affiliate shall not send any email regarding CalDiscount to any individual or entity that has not requested such information.
Affiliate shall not engage in illegal or unlawful marketing practices, including but not limited to email marketing.
Affiliate shall not mislead, misstate, or misrepresent to a Client or Merchant, Affiliate’s status as an Affiliate with CalDiscount.
PAYMENT & FEES
Payment and fees from CalDiscount to Affiliate shall be predicated on Affiliate’s compliance with this Agreement, and shall be determined under the following schedule when a Revenue Generating Activity is completed:
When Affiliate completes the “Signing Up of New Customer”, Affiliate will receive payment by the below percentage of the total spend on the package purchased by Customer.
20% of the subtotal spend of each new Customer
In order to receive credit, and be eligible for payment, the Customer MUST sign up using Affiliate’s Unique Referral Code.
CALCULATION OF PAYMENTS & FEES
In all cases, Affiliate will only receive credit, and thereby payment or fees for those Revenue Generating Activities which are directly traceable to the Unique Referral Code for each Affiliate.
Each new Customer will be considered acquired once payment has been submitted online, and the amount of the payment for the package purchased has been cleared.
Upon the submission of payment by the acquired Customer who uses Affiliate’s Unique Referral Code, payment to Affiliate will instantly be disbursed either through PayPal or Stripe – whichever service Affiliate selects. The transmission of payment to Affiliate from CalDiscounts will be subject to the Rules, Regulations, Terms of Service, and standard operating procedure of PayPal or Stripe. This includes, but is not limited to any fees, waiting periods for payment clearance, or otherwise.
ADDITIONAL PAYMENT & FEES INFORMATION
Notwithstanding anything to the contrary in this Agreement, CalDiscount shall not be responsible to pay any Payments or Fees related to revenues that were generated from fraudulent sales, or were paid in error.
CalDiscount reserves the right to change, alter, or modify the arrangement of Payments and/or Fees at any time upon giving reasonable advance notice to Affiliate in writing. In the event of a dispute, CalDiscount’s determination shall be final and binding.
COMPLIANCE WITH LAWS
In addition to, and without limiting the provisions of this Agreement, Affiliate shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
AFFILIATE’S DUTY TO INFORM
Affiliate shall promptly inform CalDiscount of any information known to Partner that could reasonably lead to a claim, demand or liability of or against CalDiscount.
Affiliate must be 18 years or older or at least the age of majority in the jurisdiction where the Partner resides.
To become an Affiliate, Affiliate must agree to the terms of this Agreement, and sign up using the link provided via https://CalDiscount.com/affiliate/. CalDiscount may reject an application for an Affiliate Account for any reason, in its sole discretion.
Affiliate shall not compete with or other register trademarks or domain names that contain “CalDiscount” including, but not limited to any variations or misspellings thereof that may create a likelihood of confusion of similarity to the CalDiscount name or trademarks or logos.
Either Party may terminate or suspend this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.
Fraudulent or otherwise unacceptable behavior by Affiliate including breach of this Agreement as determined by CalDiscount in its sole and reasonable discretion, may result in suspension or termination with Affiliate. In that event, Affiliate will receive written notice from CalDiscount. If there are any valid Payments and/or Fees owed at that time, they shall be issued immediately on the day of the written notice.
During the term of this Agreement, CalDiscount hereby grants to Affiliate a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the CalDiscount Trademarks solely as necessary to perform Affiliate’s obligations under this Agreement. Affiliate acknowledges and agrees that:
it will use CalDiscount’s Trademarks only as permitted hereunder;
it will use the CalDiscount Trademarks in a lawful manner;
the CalDiscount Trademarks are and shall remain the sole property of CalDiscount;
nothing in this Agreement shall confer in Affiliate any right of ownership in the CalDiscount Trademarks and all use thereof by Affiliate shall inure to the benefit of CalDiscount; and
Affiliate shall not, now or in the future, apply for or contest the validity of any CalDiscount Trademarks; and
Affiliate shall not, now or in the future, apply for or use any term or mark confusingly similar to any CalDiscount Trademarks.
Affiliate agrees to indemnify, defend and hold harmless CalDiscount and the directors, officers, employees, subcontractors and agents thereof with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees to the extent that such claim is based upon or arises out of:
Affiliate’s breach of any representation, warranty, obligation or covenant under this Agreement;
Affiliate’s gross negligence or willful misconduct;
Affiliate’s breach of any term of this Agreement.
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
By this Agreement, Affiliates are independent contractors. Affiliate is NOT is an agent, representative or related entity of CalDiscount. Affiliate shall not have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, CalDiscount. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between CalDiscount and Affiliate or to impose any liability attributable to such a relationship upon either Party.
CHOICE OF LAW & VENUE
This agreement shall be interpreted under the laws of the State of California. Any litigation under this agreement shall be resolved in the trial courts of Los Angeles County, State of California.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.
This Agreement constitutes the entire agreement between the Parties and supersedes any and all other agreements, understandings, negotiations, or discussions, or discussions, either oral or writing, express or implied, relative to the matters subject to this Agreement. No representation, inducement, promise, agreement, or warranty not contained in this Agreement, including, but not limited to, any purported supplements, modifications, waivers or terminations of this Agreement shall be valid or binding unless executed in writing by all Parties.