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Continually Limited Affiliate Program Terms of Service

 

PLEASE READ THIS AGREEMENT CAREFULLY. BY JOINING AND PARTICIPATING IN THE CONTINUALLY LIMITED AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL TERMS INCORPORATED BY REFERENCE. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECTS YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT PARTICIPATE IN THE CONTINUALLY LIMITED AFFILIATE PROGRAM.

 

This Continually Limited Affiliate Program Agreement (“Agreement”) applies to each affiliate’s (“Affiliate,” “you” or “your”) access to and participation in the Continually Limited Affiliate Program (the “Program”), which is operated by Continually Limited (“Company”, “our”, “us” or “we”). This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Company for other products and services. In addition, this Agreement complements and incorporates by reference Company’s Terms of Services at https://continual.ly/about/terms (“Terms of Service”). In the event of any conflict between the Terms of Service and this Agreement related to the Program, this Agreement will control. 

 

Each Affiliate is responsible for assuring that its employees, agents, and contractors comply with this Agreement. The “Site” refers to the Continually Limited website at https://Continual.ly and “Your Website” refers to any websites that you will link to the Site. 

1. Enrollment

To enroll in the Program, you must (1) complete the registration process and agree to the Affiliate Program Agreement at https://affiliates.continual.ly; and (2) provide a valid PayPal account for receiving payment. After verification of your PayPal account by us, you may be granted access to the Program. Company reserves the right to re-evaluate your registration at any time and reserves the right to terminate this Agreement and your participation in the Program at any time with or without notice.  

 

2. Eligibility / Sanctioned Nations 

 

By participating in the Program, you warrant that you are not a resident of any country currently under sanction by the Office of Financial Sanctions Implementation (“OFSI”). Participation in the Program as a resident of a sanctioned country is prohibited. You further agree to comply with applicable OFSI restrictions and to not advertise or otherwise engage in commercial activities with persons or businesses residing in countries under sanction. You are responsible for compliance with the laws of your local jurisdiction. Each Affiliate is responsible for compliance with all applicable UK laws and regulations. Pursuant to Section 1, you must have a PayPal account to participate, which is not available in all countries. Your use of PayPal will be subject to separate terms required and made available by PayPal, and will not be governed by this Agreement. 

 

3. How to Earn Affiliate Fees

 

Upon acceptance into the Program, unique links will be made available to you through the Site (your “Links”). You will be able to review the Program’s details and banner creatives, browse, and access other authorized marketing resources, which will be subject to the license in Section 9 and the terms of this Agreement. 

Subject to the attribution standard in this Section 3, for each person that you refer to the Site using your Links that completes a transaction on the Site that results in payment to Company, you will receive 35% of the ecommerce revenue generated by such person during the life of their relationship with the Company in the form of a service fee (your “Affiliate Fee”). For example, For example, if someone you refer is on a monthly payment plan for $25 a month, you will receive an Affiliate Fee (commission) for $8.75 for every month they are an active, paying customer. You will not receive an Affiliate Fee for any refunded or returned transactions. If a refund is issued after the Affiliate Fee has already been approved and paid, a negative balance will be created on your account and will be deducted from future Affiliate Fees. Any payment received by Company through Stripe from a customer will result in a valid referral created and a payable Affiliate Fee, subject to verification and approval by Company. To earn Affiliate Fees, you must comply with all terms of this Agreement, including the Program Restrictions in Section 4 and FTC disclosure requirements in Section 5. 

 

Subject to the attribution standard in this Section 3, for each person that you refer to the Site using your Links that purchases a subscription directly from the Site that results in payment to Company, you will receive 35% of that subscription revenue until the end of their subscription in the form of a service fee (your “Affiliate Fee”). For example, For example, if someone you refer is on a monthly payment plan for $25 a month, you will receive an Affiliate Fee (commission) for $8.75 for every month they are an active, paying customer. You will not receive an Affiliate Fee for any refunded or returned transactions. If a refund is issued after the Affiliate Fee has already been approved and paid, a negative balance will be created on your account and will be deducted from future Affiliate Fees. Any payment received by Company through Stripe from a customer will result in a valid referral created and a payable Affiliate Fee, subject to verification and approval by Company. To earn Affiliate Fees, you must comply with all terms of this Agreement, including the Program Restrictions in Section 4 and FTC disclosure requirements in Section 5. 

The Affiliate Fee will go to the last Link that the person making the purchase clicked before completing their transaction, provided that such purchase occurs within 120 days of the Link being clicked. For example, if Customer A clicks on a Link provided by Affiliate X, but then clicks on a Link provided by Affiliate Y and completes a transaction on the Site, Affiliate Y will receive the full Affiliate Fee for transactions related to Customer A. Affiliate Fees will not be split or transferred.  For clarity, clicks on Links are valid for 120 days, so if a customer purchase more than 120 days after clicking the Link, you will not receive an Affiliate Fee for such transaction.  

See Section 6 for information on payments, including processing, timing, and limitations. 

 

4. Program Restrictions

 

a) Compliance with Law: You represent and warrant that, in connection with your participation in the Program, you, Your Website(s), and any advertising materials related to the Program, will not violate any law, regulation, or regulatory rules or guidelines, including the Federal Trade Commission’s endorsement disclosure requirements pursuant to Section 5 below. Also, if you choose to promote our Program via e-mail campaigns, you represent and warrant that you will comply with the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program, which includes placing an opt-out in the email and making it clear that you are the sender of the email and not acting at the direction of Company. If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.

b) General Restrictions: You represent and warrant that you agree to comply with the following:

 

c) Pay-Per-Click (“PPC”) Restrictions: Unless The Company first gives you written permission, you agree to comply with the following restrictions:

We have a strict no tolerance policy on PPC trademark bidding. We will not enter a discussion about when the violation started and when it stopped; you will forfeit all Affiliate Fees for a minimum of the past 30 days, your Affiliate Fee balance will be set to $0 without warning, and we may terminate your participation in the Program at our discretion.

d) General Advertising Restrictions: You represent and warrant that Your Website(s), social media posts, and any other advertising materials will not:

e) Social Media Restrictions: You represent and warrant that when you advertise or promote the Program on Facebook, Twitter, Instagram, YouTube and other social media platforms, you will comply with the following requirements:

f) Privacy Restrictions: You represent and warrant that you will respect the privacy of consumers and be transparent about your data collection and use practices. That means that you may not collect personal information about individuals, including their names, email addresses, phone numbers, or any other personal information unless you have provided notice and obtained their consent in accordance with the law applicable in your jurisdiction. You may not under any circumstances engage in “scraping” or any other form of automated data collection to collect personal information about individuals. In addition:

 

5. FTC Disclosure Requirements

 

Where it is not expressly clear that the Link is a paid advertisement, paid advertising, or otherwise promotional in nature, and/or that you are receiving compensation from Company in connection with the Program, you must include a disclosure statement within any and all pages, blog posts, social media posts, or any other content where you include a Link or otherwise advertise or endorse the Site or Company in connection with the Program. This “material connection disclosure” statement should be clear and concise, stating that we are compensating you for your participation in the Program. Also, any statements you make about Company must reflect your honest opinions, beliefs, or experiences and must not be false, misleading, or unsupported. You must follow these guidelines in making your material connection disclosures:

For more information about FTC disclosure requirements, see the FTC’s “Dot Com Disclosures” Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf; the FTC’s Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements; and the FTC’s Native Advertising Guidelines at https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses

 

6) Payment of Affiliate Fees

 

Pursuant to Section 3 of this Agreement, only transactions made by the referred individual that are completed after last using your Link will result in Affiliate Fees. You will not receive Affiliate Fees for transactions that are cancelled by customers, returned, charged back, or refunded. Affiliate Fees typically take 30-60 days to process in order to account for any refunds (refunds will result in no Affiliate Fee being awarded for the applicable, refunded transactions). 

If the person that you refer pays monthly, you will receive payment of Affiliate Fees monthly. If the person that you refer pays annually, you will receive one payment of Affiliate Fees for the year, within approximately 60 days after the person pays for their annual purchase (provided the person does not obtain a refund).  

We reserve the right to exclude transactions and to not pay Affiliate Fees for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish. If we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, the Terms of Service, or any other terms and conditions that we publish on our website at https://continual.ly, we expect that you will respond in a timely and honest manner. A failure to be forthcoming, responsive, or provide requested substantiation may result in your termination and removal from the Program.

You are responsible for all taxes and reporting requirements related to your Affiliate Fees.

We will track sales by customers who engage in transactions using your Link on your site to the Site. A statement of activity is available to you through your affiliate interface.

 

7) Audits/Records

 

You will maintain accurate and complete records relating to your conduct under the Program. Upon request, you will enable Company or its designated service provider to audit your records and other materials to verify your compliance with the Agreement. Company will provide notice of an audit request. In addition, you will promptly provide such records and other materials, and provide other cooperation and assistance, as requested by Company. You will promptly notify Company of any inquiry received by you from any news media, reporter, publication, trade association or governmental authority, and of any complaints or allegations of wrongdoing received by you, with regard to Company, the Program, or your conduct under this Agreement.

 

8) Modification and Termination

 

Company reserves the right to change, modify, and/or eliminate the Program and/or all or any portion of this Agreement or any policy pertaining to the Program at any time and for any reason in its sole discretion, including our right to discontinue or change the benefits or Affiliate Fees received under the Program or merge the Program with another program. If we make changes, we will post the amended Agreement to https://affiliates.continual.ly and update the “Effective Date” above. We may also attempt to notify you in other ways, including via email. Unless we say otherwise, the amended Agreement will be effective immediately and your continued participation in the Program after the amended Agreement is posted will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop participating in the Program.

We have the right to monitor Your Website at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to Your Website that must be made for your participation in the Program to continue. If you do not make the changes to Your Website that we feel are necessary, we reserve the right to terminate your participation in the Program.

Either party may terminate the Agreement in its entirety, with or without cause, by giving written notice to the other party. Upon the termination of this Agreement for any reason, you will immediately cease all activities in connection with the Program, and you will immediately cease all use of, and remove from Your Website(s), all Links to the Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you (including all Licensed Materials) pursuant hereto or in connection with the Program.  Upon termination, you will receive no additional Affiliate Fees. Any outstanding payment obligations and Sections 7 (Audits and Records), 8 (Modification and Termination), 10 (Representations and Warranties), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14 (Dispute Resolution), 15 (Confidentiality), 16 (Miscellaneous) will survive the expiration or termination of this Agreement.

 

9) Grant of Licenses

 

 

10) Representations and Warranties

 

You represent and warrant that:

 

11) Disclaimer

 

THE PROGRAM, THE LINKS, THE SITE, AND THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. COMPANY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES, IN CONNECTION WITH THE PROGRAM OR THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 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, OR LOSS OF DATA.

YOU UNDERSTAND THAT IN THE COURSE OF CONDUCTING ACTIVITIES RELATED TO THE PROGRAM, YOU MAY INTERACT WITH A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHERS. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE PROGRAM. COMPANY, ITS PARENT COMPANIES, SUBSIDIARIES, AND ITS CORPORATE AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY POTENTIAL NEW USER, OR ANY OTHER THIRD PARTY.

 

12) Limitation of Liability

 

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING 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 WILL COMPANY’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 DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

 

13) Indemnification

 

You will indemnify, hold harmless, and (at Company’s option) defend Company and its parent companies, 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”) with respect to any third-party claim arising out of or related to: (a) your performance of and conduct in connection with the Program and this Agreement, including the activities of your personnel, agents and subcontractors; (b) allegations that any content or other material you distribute, display, or perform infringes or violates any intellectual property right, right of publicity, or other proprietary right (except to the extent the allegedly infringing material was Licensed Material originally provided by Company to you for such distribution, display, or performance and provided you have not modified such Licensed Material in any way); (c) allegations that any of the messages you send or communications made, or your participation in, and activities conducted in connection with the Program violate any law or regulation, including the CAN-SPAM Act, Telephone Consumer Protection Act, or relevant or applicable laws, rules, or regulations; (d) any advertising claim related to your site, including content therein not attributable to us; (e) your failure to satisfy any debt, obligation or liability, including your failure to comply with your obligations to any of your personnel, agents or subcontractors, including payment of wages, provision of benefits, and payment of employment taxes; or (f) your breach of this Agreement, including any of your representations, warranties, or obligations herein. Unless Company directs otherwise in writing or elects to control the defense, you will assume the defense of the indemnified claim through counsel designated by you and reasonably acceptable to Company, and Company may, at its expense, participate in the defense with its own counsel. You will not settle or compromise any indemnified claim, or consent to the entry of any judgment, without written consent of Company, which will not be unreasonably withheld. Company will reasonably cooperate with you in the defense of an indemnified claim, provided that you reimburse Company for its costs and expenses as they are incurred to provide such cooperation.

 

14) Dispute Resolution. Arbitration

 

This section applies to any dispute EXCEPT IT DOESN’T INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR COMPANY’S INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and Company concerning the Website or this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law. 

 

15) Confidentiality

 

You will not disclose to any third-party nonpublic information disclosed by Company to you under this Agreement, and you will protect all such disclosed information with the same degree of care you would use to protect your own confidential information. Confidential information submitted to you by Company remains the property of Company. If this Agreement or any confidential information of Company is required to be produced by law, you will promptly notify Company and cooperate to obtain an appropriate protective order prior to disclose any confidential information of Company.

 

16) Miscellaneous