Strategic Marketer Affiliate User Terms and Conditions
Last Updated on July 28, 2022
Last Updated on July 28, 2022
This Agreement sets forth Your rights and obligations as an Affiliate of any Strategic Marketer owned products or services.
Please review this document carefully. By signing up and utilizing the resources available in the Strategic Marketer Affiliate Dashboard, you are herby indicating your accents of ALL terms and conditions outlined below.
I. Definitions
A. “Strategic Marketer” means Strategic Marketer, the owner of Strategic Marketer and other trademarks. In this Agreement, references to “Strategic Marketer” as a Party mean and refer to Strategic Marketer, and Strategic Marketer’s owner(s), parent company(ies), affiliate entities, and employees, and assigns.
B. “Parties” mean Strategic Marketer and You. Strategic Marketer and You are each a “Party.”
C. “Terms” mean and refer to the Terms and Conditions set forth herein.
D. “Affiliate” refers to a person who has created an Affiliate Account with a Strategic Marketer owned product. “Affiliate Account” refers to a User’s software Account.
E. “You” and “Your” means the Strategic Marketer User who has executed this Agreement by clicking “I Agree.”
II. Becoming a Strategic Marketer Affiliate
By signing up at the Strategic Marketer Affiliate portal, you are indicating “You Agree” to these Terms, unlocking the ability to promote and receive payment from Strategic Marketer, and creating an Affiliate Account, You are requesting to become a Strategic Marketer Affiliate. There are various products and services available to be promoted by Affiliates which will be available in your Affiliate Portal. Available products, product pricing, and are subject to change without prior notice. Price changes would become effective on the first day of the following month unless otherwise specified.
III. Term and Termination
Your Affiliate contract with Strategic Marketer begins when You submit your affiliate application and will continue month-to-month until either:
A. Strategic Marketer cancels 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 will not be entitled to the commission funds remaining in your account.
OR
B. You provide Strategic Marketer an e-mail notice, as provided herein, of Your cancellation of Your account. At such time your affiliate commissions will be paid in full upon the next cycle, and your account zeroed out. Once your Affiliate Account is closed you will no longer receive commissions nor have access to your Affiliate Portal.
OR
C. Your account status changes with Strategic Marketer rendering you ineligible to remain an Affiliate. At such time You will not be entitled to the commission funds remaining in your account.
IV. Refunds & Claw Backs
Strategic Marketer will always attempt to retain clients and work with the customer, however, in the event that a return/refund is requested by the customer and honored, a “claw back” or reversal of the commission earned would be calculated on the next monthly payment cycle.
Strategic Marketer reserves the right, at its sole discretion, to decline individual earned commissions due to discovered irregularities or errors in system tracking
V. Modification
Strategic Marketer may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, You will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Strategic Marketer Affiliate Program rules. By continuing to utilize the Affiliate program and Affiliate portal after such modification, you are agreeing to the updated terms and conditions.
VI. No License to use Strategic Marketer Marks
Any content on any Strategic Marketer website may constitute the intellectual property of Strategic Marketer. Except where expressly authorized, no material on any Strategic Marketer website may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted in any way whatsoever. All software brands or related brands including STRATEGIC MARKETER, REAL STRATEGIC, and LOCAL GENIUS’ trademarks and logos are proprietary marks of Strategic Marketer, and the use of those marks is strictly prohibited. Nothing herein gives You the right to use, copy, register as a domain name, register a social media account, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Strategic Marketer or any of Strategic Marketer’s affiliates.
VII. Indemnity.
You agree to protect, defend, indemnify and hold harmless Strategic Marketer, its 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 limit arising out of Your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against Strategic Marketer for liability for payments for, damages caused by, or other liability relating to, You.
VIII. No Warranty; No Leads.
Strategic Marketer does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Strategic Marketer will not at any time provide sales leads or referrals to You. Additionally, STRATEGIC MARKETER’S WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. STRATEGIC MARKETER MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY STRATEGIC MARKETER WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. STRATEGIC MARKETER MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY STRATEGIC MARKETER WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY STRATEGIC MARKETER WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY STRATEGIC MARKETER’S WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY STRATEGIC MARKETER’S WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
The Strategic Marketer websites may include inaccuracies, errors and materials that conflict with these Terms. In the event of any conflict between anything posted on any Strategic Marketer website and these Terms, these Terms shall control.
IX. Limitation of Liability.
YOU AGREE THAT IN NO EVENT SHALL STRATEGIC MARKETER’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE ONE MONTHS COMMISSIONS PAID BY TO YOU BY STRATEGIC MARKETER FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST STRATEGIC MARKETER OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.
X. Force Majeure.
Strategic Marketer will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Strategic Marketer. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Strategic Marketer shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.
XI. Assignment of Rights.
Strategic Marketer may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Strategic Marketer’s or its assigns express written consent.
XII. Information; Registration; User Names and Passwords
As a User of Strategic Marketer’s products, You will be required to create an Affiliate account with Strategic Marketer. You warrant that the information You provide Us is truthful and accurate, and that You are not impersonating another person. You are responsible for maintaining the confidentiality of any password You may use to access Your Strategic Marketer User account, and You agree not to transfer Your password or User name, or lend or otherwise transfer Your use of or access to Your User account, to any third party. You are fully responsible for all transactions with, and information conveyed to, Strategic Marketer under Your User Account. You agree to immediately notify Strategic Marketer of any unauthorized use of Your password or User name or any other breach of security related to Your User account. You agree that Strategic Marketer is not liable, and You will hold Strategic Marketer harmless, for any loss or damage arising from Your failure to comply with any of the foregoing obligations.
XIII. Release/Authorization to Use Photographs.
You grant Strategic Marketer permission to use any and all photographs taken by Strategic Marketer or its agents or employees, or submitted by You to Strategic Marketer (hereinafter “Photographs”) in any Media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Strategic Marketer or any product or service sold and marketed by Strategic Marketer. You agree that this authorization to use Photographs may be assigned by Strategic Marketer to any other party. You agree that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in Strategic Marketer’s sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Strategic Marketer in exchange for this Release and Assignment. You hereby release and forever discharge Strategic Marketer from any and all liability and from any damages You may suffer as a result of the use of the Photographs. You further acknowledge and agree that this Release is binding upon Your heirs and assigns. You agree that this Release is irrevocable.
XIII. Tax Forms & Commission Payments
Strategic Marketer requires all approved affiliates to provide valid and complete tax forms prior to any payments being made. US Citizens and Residents (or business entities) must provide a W9 form. Those who reside outside of the US (individuals or business entities) are not required to W-8BEN form.
All tax form information must match the information in your affiliate account. Commissions are processed once per month, failure to provide accurate and complete information may delay commissions payments until the next payment cycle.
Affiliate payments are made between the 5th and 10th day of each month (depending on the way the dates fall) for the previous month's sales generated. All commissions will be paid out via paypal, unless otherwise requested. In the case of a requested bank wire, a minimum $25 administrative fee will apply and will be deducted from your commission at the time payment is issued. To request a wire transfer, you must contact us at no later than the 15th of the month for disbursements due the following month. We highly encourage affiliates to accept payments via PayPal. All payment fees will be deducted from the commission balance and applied to the account.
Commissions will not be paid for “self-referrals.” Sales to the direct affiliate, immediate family member, an employee or principal in the same business of the affiliate, or anyone residing in the same household as the affiliate are all considered to be “self-referrals” and will not earn an affiliate commission. Orders will be reviewed each month and any commissions earned in such a manner will be reversed.
Continued efforts to circumvent this policy will result in immediate termination of the account.
Before any payment is released an affiliate must refer at least 3 sales that have not been refunded or filed a charged back for a period of 90 days
The minimum commission payout amount is $100.00. Affiliates who have have referred less than 3 sales and/or have earned less than $100.00 in commissions will have their earnings held until the next payment cycle, in which the account qualifies as having met the minimum number of referred sales is and/or earned payout amount has reached the minimum $100.00 threshold. All commissions are paid in US Dollars.
Accounts with a positive balance but no earnings for an extended period of time are considered dormant. Dormant accounts may be subject to an administrative charge of $5 per pay cycle after 90 days of no earnings. Dormant accounts will never be charged dormant fees that exceed the positive balance in the affiliate account.
XIV. Independent Contractor Agreement
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 Strategic Marketer. 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.
All taxes, and financial responsibilities for payments earned and received through the sale of goods and services via the affiliate program are the sole responsibility of the Affiliate.
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.
You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
XV. Access to Affiliate Account Portal
When you submit your affiliate application, you will select a username and password which you will use to login to the Strategic Marketer Affiliate Portal website where you can view your earned commissions and payments as well as procure your marketing materials.
Protecting your username and password is your responsibility. Strategic Marketer will NOT release your login details to any other member on your account, including business partners and/or staff. Any action performed in the system by anyone logged in with your account will be deemed to have been performed by you.
XVI. Prohibited Activity & Promotion Restrictions
Strategic Marketer has the right to terminate this Agreement at any time if you engage or have ever engaged in any of the following:
A. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Strategic Marketer and/or any of its brand’s reputation; and the violation of the rights of Strategic Marketer or any third party.
B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for UCE/spam. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Strategic Marketer product’s reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; promoting the sale or use of illegal drugs, or that violates the intellectual property rights of another.
D. You are free to promote privately your own web sites, however this should be White Labeled and have no mention of the Strategic Marketer brand. Unsolicited Commercial Email (UCE), postings to commercial social networking groups, pages, news or networking groups, or and other non direct, one to many forms of communication is prohibited.
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 your direct customers to promote Strategic Marketer products, as long as the recipient is already a customer and/or a subscriber of your services or web site, and recipients have the option to remove themselves from future mailings.
You must, at all times, clearly represent yourself and your web sites as independent under your brand and not as a representative of Strategic Marketer. Any violations of this grounds for immediate suspension and removal from the Affiliate Program.
E. Affiliates may not use Pay-Per-Click campaigns, Cold Traffic Retargeting, Facebook Retargeting or any other cold traffic, non direct method to advertise the goods and services available for your promotion to any Strategic Marketer branded products. 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.
F. Affiliates shall not utilize any “Toolbar Installations and/or Add-Ons” This includes but is not limited to: “interstitials,” “deceptive pop-ups and/or pop-unders”, “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Applications”, or “Shopping Wallets” to consumers on any page of any site, offering Strategic Marketer Affiliate products. 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 Rapid Crush, Inc. site in iFrames, hidden links and automatic pop ups that open Rapid Crush, Inc. 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.
XVII. Message Sending Policy and Best Practices.
Strategic Marketer requires You to follow these best practices when sending electronic communications using our services:
Please review this document carefully. By signing up and utilizing the resources available in the Strategic Marketer Affiliate Dashboard, you are herby indicating your accents of ALL terms and conditions outlined below.
I. Definitions
A. “Strategic Marketer” means Strategic Marketer, the owner of Strategic Marketer and other trademarks. In this Agreement, references to “Strategic Marketer” as a Party mean and refer to Strategic Marketer, and Strategic Marketer’s owner(s), parent company(ies), affiliate entities, and employees, and assigns.
B. “Parties” mean Strategic Marketer and You. Strategic Marketer and You are each a “Party.”
C. “Terms” mean and refer to the Terms and Conditions set forth herein.
D. “Affiliate” refers to a person who has created an Affiliate Account with a Strategic Marketer owned product. “Affiliate Account” refers to a User’s software Account.
E. “You” and “Your” means the Strategic Marketer User who has executed this Agreement by clicking “I Agree.”
II. Becoming a Strategic Marketer Affiliate
By signing up at the Strategic Marketer Affiliate portal, you are indicating “You Agree” to these Terms, unlocking the ability to promote and receive payment from Strategic Marketer, and creating an Affiliate Account, You are requesting to become a Strategic Marketer Affiliate. There are various products and services available to be promoted by Affiliates which will be available in your Affiliate Portal. Available products, product pricing, and are subject to change without prior notice. Price changes would become effective on the first day of the following month unless otherwise specified.
III. Term and Termination
Your Affiliate contract with Strategic Marketer begins when You submit your affiliate application and will continue month-to-month until either:
A. Strategic Marketer cancels 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 will not be entitled to the commission funds remaining in your account.
OR
B. You provide Strategic Marketer an e-mail notice, as provided herein, of Your cancellation of Your account. At such time your affiliate commissions will be paid in full upon the next cycle, and your account zeroed out. Once your Affiliate Account is closed you will no longer receive commissions nor have access to your Affiliate Portal.
OR
C. Your account status changes with Strategic Marketer rendering you ineligible to remain an Affiliate. At such time You will not be entitled to the commission funds remaining in your account.
IV. Refunds & Claw Backs
Strategic Marketer will always attempt to retain clients and work with the customer, however, in the event that a return/refund is requested by the customer and honored, a “claw back” or reversal of the commission earned would be calculated on the next monthly payment cycle.
Strategic Marketer reserves the right, at its sole discretion, to decline individual earned commissions due to discovered irregularities or errors in system tracking
V. Modification
Strategic Marketer may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, You will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Strategic Marketer Affiliate Program rules. By continuing to utilize the Affiliate program and Affiliate portal after such modification, you are agreeing to the updated terms and conditions.
VI. No License to use Strategic Marketer Marks
Any content on any Strategic Marketer website may constitute the intellectual property of Strategic Marketer. Except where expressly authorized, no material on any Strategic Marketer website may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted in any way whatsoever. All software brands or related brands including STRATEGIC MARKETER, REAL STRATEGIC, and LOCAL GENIUS’ trademarks and logos are proprietary marks of Strategic Marketer, and the use of those marks is strictly prohibited. Nothing herein gives You the right to use, copy, register as a domain name, register a social media account, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Strategic Marketer or any of Strategic Marketer’s affiliates.
VII. Indemnity.
You agree to protect, defend, indemnify and hold harmless Strategic Marketer, its 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 limit arising out of Your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against Strategic Marketer for liability for payments for, damages caused by, or other liability relating to, You.
VIII. No Warranty; No Leads.
Strategic Marketer does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Strategic Marketer will not at any time provide sales leads or referrals to You. Additionally, STRATEGIC MARKETER’S WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. STRATEGIC MARKETER MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY STRATEGIC MARKETER WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. STRATEGIC MARKETER MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY STRATEGIC MARKETER WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY STRATEGIC MARKETER WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY STRATEGIC MARKETER’S WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY STRATEGIC MARKETER’S WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
The Strategic Marketer websites may include inaccuracies, errors and materials that conflict with these Terms. In the event of any conflict between anything posted on any Strategic Marketer website and these Terms, these Terms shall control.
IX. Limitation of Liability.
YOU AGREE THAT IN NO EVENT SHALL STRATEGIC MARKETER’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE ONE MONTHS COMMISSIONS PAID BY TO YOU BY STRATEGIC MARKETER FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST STRATEGIC MARKETER OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.
X. Force Majeure.
Strategic Marketer will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Strategic Marketer. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Strategic Marketer shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.
XI. Assignment of Rights.
Strategic Marketer may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Strategic Marketer’s or its assigns express written consent.
XII. Information; Registration; User Names and Passwords
As a User of Strategic Marketer’s products, You will be required to create an Affiliate account with Strategic Marketer. You warrant that the information You provide Us is truthful and accurate, and that You are not impersonating another person. You are responsible for maintaining the confidentiality of any password You may use to access Your Strategic Marketer User account, and You agree not to transfer Your password or User name, or lend or otherwise transfer Your use of or access to Your User account, to any third party. You are fully responsible for all transactions with, and information conveyed to, Strategic Marketer under Your User Account. You agree to immediately notify Strategic Marketer of any unauthorized use of Your password or User name or any other breach of security related to Your User account. You agree that Strategic Marketer is not liable, and You will hold Strategic Marketer harmless, for any loss or damage arising from Your failure to comply with any of the foregoing obligations.
XIII. Release/Authorization to Use Photographs.
You grant Strategic Marketer permission to use any and all photographs taken by Strategic Marketer or its agents or employees, or submitted by You to Strategic Marketer (hereinafter “Photographs”) in any Media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Strategic Marketer or any product or service sold and marketed by Strategic Marketer. You agree that this authorization to use Photographs may be assigned by Strategic Marketer to any other party. You agree that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in Strategic Marketer’s sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Strategic Marketer in exchange for this Release and Assignment. You hereby release and forever discharge Strategic Marketer from any and all liability and from any damages You may suffer as a result of the use of the Photographs. You further acknowledge and agree that this Release is binding upon Your heirs and assigns. You agree that this Release is irrevocable.
XIII. Tax Forms & Commission Payments
Strategic Marketer requires all approved affiliates to provide valid and complete tax forms prior to any payments being made. US Citizens and Residents (or business entities) must provide a W9 form. Those who reside outside of the US (individuals or business entities) are not required to W-8BEN form.
All tax form information must match the information in your affiliate account. Commissions are processed once per month, failure to provide accurate and complete information may delay commissions payments until the next payment cycle.
Affiliate payments are made between the 5th and 10th day of each month (depending on the way the dates fall) for the previous month's sales generated. All commissions will be paid out via paypal, unless otherwise requested. In the case of a requested bank wire, a minimum $25 administrative fee will apply and will be deducted from your commission at the time payment is issued. To request a wire transfer, you must contact us at no later than the 15th of the month for disbursements due the following month. We highly encourage affiliates to accept payments via PayPal. All payment fees will be deducted from the commission balance and applied to the account.
Commissions will not be paid for “self-referrals.” Sales to the direct affiliate, immediate family member, an employee or principal in the same business of the affiliate, or anyone residing in the same household as the affiliate are all considered to be “self-referrals” and will not earn an affiliate commission. Orders will be reviewed each month and any commissions earned in such a manner will be reversed.
Continued efforts to circumvent this policy will result in immediate termination of the account.
Before any payment is released an affiliate must refer at least 3 sales that have not been refunded or filed a charged back for a period of 90 days
The minimum commission payout amount is $100.00. Affiliates who have have referred less than 3 sales and/or have earned less than $100.00 in commissions will have their earnings held until the next payment cycle, in which the account qualifies as having met the minimum number of referred sales is and/or earned payout amount has reached the minimum $100.00 threshold. All commissions are paid in US Dollars.
Accounts with a positive balance but no earnings for an extended period of time are considered dormant. Dormant accounts may be subject to an administrative charge of $5 per pay cycle after 90 days of no earnings. Dormant accounts will never be charged dormant fees that exceed the positive balance in the affiliate account.
XIV. Independent Contractor Agreement
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 Strategic Marketer. 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.
All taxes, and financial responsibilities for payments earned and received through the sale of goods and services via the affiliate program are the sole responsibility of the Affiliate.
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.
You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
XV. Access to Affiliate Account Portal
When you submit your affiliate application, you will select a username and password which you will use to login to the Strategic Marketer Affiliate Portal website where you can view your earned commissions and payments as well as procure your marketing materials.
Protecting your username and password is your responsibility. Strategic Marketer will NOT release your login details to any other member on your account, including business partners and/or staff. Any action performed in the system by anyone logged in with your account will be deemed to have been performed by you.
XVI. Prohibited Activity & Promotion Restrictions
Strategic Marketer has the right to terminate this Agreement at any time if you engage or have ever engaged in any of the following:
A. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Strategic Marketer and/or any of its brand’s reputation; and the violation of the rights of Strategic Marketer or any third party.
B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for UCE/spam. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Strategic Marketer product’s reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; promoting the sale or use of illegal drugs, or that violates the intellectual property rights of another.
D. You are free to promote privately your own web sites, however this should be White Labeled and have no mention of the Strategic Marketer brand. Unsolicited Commercial Email (UCE), postings to commercial social networking groups, pages, news or networking groups, or and other non direct, one to many forms of communication is prohibited.
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 your direct customers to promote Strategic Marketer products, as long as the recipient is already a customer and/or a subscriber of your services or web site, and recipients have the option to remove themselves from future mailings.
You must, at all times, clearly represent yourself and your web sites as independent under your brand and not as a representative of Strategic Marketer. Any violations of this grounds for immediate suspension and removal from the Affiliate Program.
E. Affiliates may not use Pay-Per-Click campaigns, Cold Traffic Retargeting, Facebook Retargeting or any other cold traffic, non direct method to advertise the goods and services available for your promotion to any Strategic Marketer branded products. 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.
F. Affiliates shall not utilize any “Toolbar Installations and/or Add-Ons” This includes but is not limited to: “interstitials,” “deceptive pop-ups and/or pop-unders”, “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Applications”, or “Shopping Wallets” to consumers on any page of any site, offering Strategic Marketer Affiliate products. 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 Rapid Crush, Inc. site in iFrames, hidden links and automatic pop ups that open Rapid Crush, Inc. 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.
XVII. Message Sending Policy and Best Practices.
Strategic Marketer requires You to follow these best practices when sending electronic communications using our services:
- Use only permission-based marketing electronic communications lists (i.e., lists in which each recipient affirmatively opted-in to receiving those electronic communications).
- Always include a working “unsubscribe” mechanism in each marketing electronic communication that allows the recipient to opt out from Your mailing list (receipt/transactional messages that are exempt from “unsubscribe” requirements of applicable law are exempt from this requirement).
- Comply with all requests from recipients to be removed from Your mailing list within the earlier of 10 days of receipt of the request, or the deadline under applicable law.
- Maintain, publish, and comply with a privacy policy that meets all applicable legal requirements, whether or not You control the sending of the electronic communications, and include a link to such privacy policy in Your electronic communications..
- Include in each electronic communications a link to your then-current privacy policy applicable to that electronic communication.
- Include in each electronic communication Your valid physical mailing address or a link to that information.
- Do not send electronic communications to addresses obtained from purchased or rented lists.
- Do not use third party electronic addresses, domain names, or mail servers without proper permission from the third party.
- Do not routinely send electronic communications to non-specific addresses (e.g., webmaster@domain.com or info@domain.com).
- Do not send electronic communications that result in an unacceptable number of spam or similar complaints (even if the electronic communications themselves are not actually spam).
- Do not disguise the origin, or subject matter of, any electronic communications or falsify or manipulate the originating message address, subject line, header, or transmission path information for any electronic communication.
- Do not send offers to obtain or attempt to obtain personal information, or generate leads, for third parties.
- Do not send “chain letters,” “pyramid schemes,” or other types of electronic messages that encourage the recipient to forward the content to strangers.
- Do not send to lists of addresses that are programmatically generated or scraped from the Web.
- Do not employ sending practices, or have overall message delivery rates, which negative impact our services or other users of our services.
- Do not use our services to send messages that may be considered junk mail. Some examples of this type of messages include messaging related to: penny stocks, gambling, multi-level marketing, direct to consumer pharmaceutical sales, payday loans, etc.
COMPLIANCE WITH LAW. Your use of our services must comply with all applicable laws, rules, regulations, and court orders of any kind of any jurisdiction applicable to you, us, and any recipient to whom you use our services to send Digital Messages (“Applicable Law”). You have the responsibility to be aware of and understand all Applicable Laws and ensure that you and all Users of your Account comply at all times with Applicable Law. Some examples of Applicable Laws include: the U.S. CAN-SPAM ACT, The E.U. Directive of Privacy and Electronic Communications, the U.K. Privacy and Electronic Communications (EC Directive) Regulations 2003; the Canada Anti-Spam Law (CASL) and/or any similar law, laws relating to intellectual property, privacy, security, terrorism, corruption, child protection, or import/export laws. Commitment Against Harassment and Interference with Others. You must not use our services to: Store, distribute or transmit any malware or other material that you know, or have reasonable grounds to believe, is or may be tortious, libelous, offensive, infringing, harassing, harmful, disruptive or abusive; or Commit (or promote, aid or abet) any behavior, which you know, or have reasonable grounds to believe, is or may be tortious, libelous, offensive, infringing, harassing, harmful, disruptive or abusive. Examples may include Digital Messages that are themselves are or promote racism, homophobia, or other hate speech.
SENSITIVE INFORMATION. You will not import, or incorporate into, any contact lists or other content You upload to any website, software, or other electronic service hosted or provided by Strategic Marketer, any of the following information: social security numbers, national insurance numbers, credit card data, passwords, security credentials, bank account numbers, or sensitive personal, health or financial information of any kind.
XVIII. Contact
If You have any questions or complaints concerning any of the Terms, You may contact Strategic Marketer by e-mail at support@strategicmarketer.com, or by regular mail at PO Box 2792 Jupiter, FL 33468.
California residents, under California Civil Code Section 1789.3, may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
XIX. Digital Millennium Copyright Act
If You believe that materials or content available on any Strategic Marketer website infringes any copyright You own, You or Your agent may send Strategic Marketer a notice requesting that Strategic Marketer remove the materials or content from the Strategic Marketer website. If You believe that someone has wrongly filed a notice of copyright infringement against You, You may send Strategic Marketer a counter-notice. Notices and counter-notices should be sent to Strategic Marketer, Attention Legal Department, at PO Box 2792 Jupiter, FL 33468, or by email to support@strategicmarketer.com.
XX. Arbitration, Governing Law, and Attorneys’ Fees.
A. ARBITRATION. Any claim or grievance of any kind, nature or description that You have against Strategic Marketer including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in Palm Beach County, Florida. You agree not to file suit against Strategic Marketer or any of its affiliates, subsidiaries, officers, directors, employees, successors, or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by You and Strategic Marketer. In the event that You and Strategic Marketer are unable to reach agreement on an Arbitrator, You and Strategic Marketer will each select an arbitrator, and the two of them will select the Arbitrator, who must be a resident of Palm Beach County, Florida. The arbitrators selected by You and Strategic Marketer will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on You and Strategic Marketer and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.
B. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Florida without regard to any choice of law provisions.
C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against Strategic Marketer to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Strategic Marketer may not be joined or consolidated with claims brought by anyone else.
D. LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.
E. INJUNCTIVE RELIEF. Nothing in this Agreement prevents Strategic Marketer from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Strategic Marketer’s rights prior to, during, or following any arbitration proceeding.
F. ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either You or Strategic Marketer commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.
XXI. Changes to Terms
Strategic Marketer reserves the right to change these Terms, in whole or in part, from time to time at Strategic Marketer’s sole and absolute discretion, and to provide You with notice of such change by any reasonable means, including without limitation posting revised Terms https://www.strategicmarketer.com/Terms. By Your continued use of Strategic Marketer’s services, and unless You terminate this agreement as provided herein, You manifest Your agreement to any subsequent changes to the Terms.
XXII. Severability
If any Term set forth herein is deemed unenforceable under any applicable law, the remaining Terms shall remain in full force and effect and these Terms shall be read, collectively, as if the unenforceable Term(s) were omitted.
XXIII Waiver.
No waiver by Strategic Marketer of any breach or default of these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.
XXIV Heading.
Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
XXV Notice.
Any notice required to be given to Strategic Marketer under or related to these Terms must be in writing, addressed as follows:
Strategic Marketer
PO Box 2792
Jupiter, FL 33468-2792
General Support and Inquiries: support@strategicmarketer.com.
Compliance: support@strategicmarketer.com
Spam or Abuse: support@strategicmarketer.com.
Notices to You may be made by posting a notice (or a link to a notice) on https://www.strategicmarketer.com/Terms, by e-mail, or by regular mail, at Strategic Marketer’s discretion.
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