Affiliate Program Terms and Conditions

Downstream affiliate program terms and conditions

The following terms (“Affiliate Terms”) constitute an agreement between Downstream Impact, Inc. (“Downstream”), and you (“Affiliate”) that governs your participation in the Downstream Affiliate Program. BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

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Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Downstream’s Affiliate Program. The purpose of this Agreement is to provide guardrails around our partnership. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Downstream, and “you,” “your,” and “yours” refer to Affiliate.

Affiliate Obligations

To begin the enrollment process, you will complete and submit your application to the Downstream Affiliate Program. We may cancel your application for any reason, including if your website:

  • Promotes sexually explicit materials;

  • Promotes violence;

  • Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

  • Promotes illegal activities;

  • Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;

  • Includes “Downstream” or variations or misspellings thereof in its domain name;

  • Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;

  • Contains software downloads that potentially enable diversions of commission from other affiliates in our program;

  • You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Downstream or any other affiliated business; and,

  • Fails to abide by FTC rules related to disclosure.

As a member of Downstream’s Affiliate Program, you will have access to the Downstream Affiliate Folders. Here you will be able to obtain creative assets. Your personal URLs and stats will be provided by a member of the Downstream team.

Downstream reserves the right, at any time, to review your placement and approve the use of your affiliate links and require that you change the placement or use to comply with the guidelines provided to you. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Downstream Affiliate Program.

The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

Downstream Rights and Obligations

Downstream reserves the right to terminate this Agreement and your participation in the Downstream Affiliate Program immediately and without notice to you for any reason, including if you commit fraud in your use of the Downstream Affiliate Program or you abuse this program in any way. If such fraud or abuse is detected, Downstream shall not be liable to you for any commissions for such fraudulent sales.

This Agreement will begin upon our acceptance of your Affiliate application, and will continue until terminated hereunder.

Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of an email addressed to affiliate@downstreamimpact.com. In addition, we may terminate this Agreement immediately upon any breach of this Agreement by you.

Modification: We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email through the email address we have on record. Modifications may include, but are not limited to, changes in the payment procedures and Downstream’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Downstream’s Affiliate Program following notification will indicate your agreement to the changes.

Payment

Downstream uses checks to fulfill all payments of Affiliate commissions. Payments for referrals for each month will be paid on or before the final day of the following month. For example, referrals during the month of January will be paid on or before the final day of February.

Access to Affiliate Folder

You will be granted access to the Downstream Affiliate Resources Folders by the company through the email address that you provide.

Promotion Restrictions

You are free to promote your own websites, but any promotion that mentions Downstream could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Downstream. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial channels and cross-posting to multiple channels at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Downstream so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings. Also, you may post to channels to promote Downstream so long as the channel specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Downstream and fully disclose your status as Affiliate. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Downstream Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

Affiliates who bid in their Pay-Per-Click (PPC) campaigns on keywords such as Downstream, www.downstreamimpact.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Downstream’s Affiliate Program. We will do everything possible to contact the Affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Downstream’s site (i.e., no page from our site or any Downstream’s content or branding is visible on the end-user’s screen). As used herein “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 Downstream site in IFrames, hidden links and automatic pop ups that open Downstream’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing.

Grant of Licenses

We grant to you a non-exclusive, non-transferable, non-sublicensable, revocable right to (i) use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize solely for the purpose of advertising and promoting Downstream’s services. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Downstream’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Downstream and the goodwill associated therewith will inure to the sole benefit of Downstream.

You agree not to use Downstream’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays Downstream in a negative light. Downstream reserves all of its rights in the proprietary materials covered by the license above.

Disclaimer

DOWNSTREAM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE DOWNSTREAM PLATFORM AND WEBSITE OR THE PRODUCTS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

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;

  • You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Limitations of Liability

WE WILL NOT BE LIABLE TO YOU 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 DOWNSTREAM’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

Indemnification

You hereby agree to defend, indemnify and hold harmless Downstream, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) any claim related to your site, including, without limitation, content therein not attributable to us; or (iv) any breach of this Agreement by you.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party. Downstream’s confidential information includes any information made available to you in the Downstream Affiliate Folder.

Miscellaneous

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 Downstream. 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.

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 party.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington without regard to the conflicts of laws and principles thereof. If there is any dispute arising from the Agreement, you agree to personal jurisdiction and venue in the State and Federal courts of the United States located in the State of Washington, King County.

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.

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Questions?
Don’t hesitate to reach out to our team: affiliates@downstreamimpact.com