|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
Loto Labs, Inc.
Affiliate Marketing Program Agreement
Updated: November 7, 2018
This Affiliate Program Agreement (the “Agreement”) governs your participation in Loto Labs, Inc's (“Loto Labs” or “we”) affiliate marketing program (the “Affiliate Program”). The purpose of this Agreement is to allow HTML linking between your web site and our web site. By signing up for the Affiliate Program, you agree to the terms below. You represent that you have the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement. If you enter this Agreement on behalf of an organization, you agree to this Agreement on behalf of that organization and promise to us that you have the authority to bind that organization to this Agreement.
2. Program; Affiliate Obligations
2.1 Grant of Licenses. Subject to your compliance with this Agreement, we grant to you a non-exclusive, non-transferable, revocable right to: (a) access our site through HTML links solely in accordance with the terms of this Agreement and (b) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You agree that all uses of the Licensed Materials will be on behalf of Loto Labs and the good will associated therewith will inure to the sole benefit of Loto Labs.
2.2 Account Manager Site. As a member of our Affiliate Program, you will have access to our Affiliate Account Manager site. Here you will be able to review our program’s details and stats, download HTML code (that provides for links to web pages within our web site) and banner creatives, browse and get tracking codes. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with. The HTML code may not be modified without prior approval from an authorized Loto Labs agent.
2.3 Use of Licensed Materials.
(a) You may not use any graphic, textual or other materials to promote our web site, products or services other than the Licensed Materials, unless we agree to such other materials in writing prior to their display.
(b) You may only use the Licensed Materials to promote our web site and products and for linking to the specific page and address we specify.
(c) You may not alter, add to, subtract from, or otherwise modify the Licensed Materials.
(d) You must use the most up to date materials provided by us and adhere to promotional material expiration dates.
2.4 Compliance with Laws. It is entirely your responsibility to follow all 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. 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.
2.5 Program Restrictions. Your sites that promote our products may not:
(a) Promote sexually explicit materials;
(b) Promote violence;
(c) Promote discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
(d) Promote illegal activities;
(e) Incorporate any materials that infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
(f) Include “merchant” or variations or misspellings thereof in its domain name; or
(g) be otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
(h) You may not create or design your site or any other web site you operate in a manner that resembles our web site nor design your web site in a manner which leads customers to believe you are Loto Labs or any other affiliated business.
(i) You may not send out unsolicited advertisements and e-mail promoting our web site or yours.
(j) You may not use or bid on search results for keywords identifying our products such as Loto Labs, Loto, Legend, Lux, Evoke and/or any misspellings or similar variations unless the results direct consumers to our products on your site. Violations will be considered trademark violators, and will be banned from our Affiliate Program.
(k) You may not enter prospects’ information into the sign up form.
(l) You may not promote our web site with traffic sharing programs, pop ups, or pop unders.
(m) You may not use software or tools that: (i) causes Commission tracking cookies to be overwritten; (ii) intercepts searches to redirect traffic, cause pop ups or tracking cookies to be put in place or other Commission tracking cookies to be overwritten; (iii) sets commission tracking cookies through loading of our site in iframes, hidden links and automatic pop ups that open our site; (iv) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; or (v) 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.
2.6 Commission Eligibility.
(a) You will earn Commission only for sales we make on our site where Commission tracking cookies show that the consumer was referred directly from your site.
(b) You are not eligible to earn Commissions by promoting or placing your affiliate link on a web site that you do not own. In the event of an unauthorized link placement, no Commissions will be paid.
(c) You are not eligible to earn Commissions from links with rel=“nofollow” added. Links must be do-follow to earn Commissions.
(d) You will not earn Commissions from a sale when a coupon code (other than one provided to you as part of your program), or other discount, is used.
(e) You are not eligible to earn a Commission on a purchase you make for yourself.
2.7 Nondisparagement. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light.
2.8 Ownership Rights. Each party reserves all of its respective rights in the proprietary materials covered by this Agreement. Other than the rights granted herein, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
2.9 Program Review. We have the right to monitor your site at any time for compliance with this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made.
Term and Termination
3.1 Term. This Agreement will begin upon our acceptance of your affiliate application, and will continue unless terminated as provided below.
3.2 Termination. Either you or we may end this Agreement at any time, with or without cause, and with or without notice. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
4.1 We pay you a commission as specified on our Affiliate Account Manager site for products sold through our web sites to consumers referred directly from your web sites. The Commission is calculated as the gross amount paid by the consumer, less taxes, shipping, fees, returns, chargebacks and deductions applicable to such sales (the “Commission”).
4.2 We will pay all accrued Commissions on or before the last day of each month. If on any commission payment date, your accrued Commissions are less than $10.00 we will hold the Commission held over until the following month. If the balance of accrued Commissions is held over for 2 consecutive months, we will pay all accrued Commissions to you in the third month, regardless of the total amount owed.
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. WE DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING THOSE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE OR PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
6. Limitations 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, 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 OUR 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.
You hereby agree to indemnify and hold harmless us, our subsidiaries and affiliates, and our 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) that arise out of or are based on (a) 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, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your site, including, without limitation, content therein not attributable to us.
8.1 Confidential Information. Subject to the limitations in Section 8.2, all information disclosed by one party to the other party during the term of this Agreement, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”.
8.2 Exceptions. Confidential Information does not include information which: is part of the public domain at the time of disclosure; becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred or permitted access to such information; becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information; or is released from the confidentiality obligations herein by written consent of the disclosing party.
8.3 Nondisclosure. Each party covenants that it will not disclose any Confidential Information of the other party to any person or entity except: to agents of the receiving party who have a need to know such information and who are subject to confidentiality agreements with the receiving party at least as protective of the disclosing party’s Confidential Information as this Agreement, or pursuant to the terms of a valid and effective subpoena or court order, provided that the receiving party immediately notifies the disclosing party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the disclosing party may seek appropriate protective action.
8.4 Survival. Upon termination of this Agreement, all of the receiving party’s obligations hereunder will survive: (a) with respect to trade secrets, for so long as the information continues to constitute a trade secret under applicable law; (b) with respect to non-public, personally identifiable information regarding the disclosing party’s personnel, customers, or other third parties, for so long as required by applicable laws, and (c) as to all other information for so long as it meets the definition of Confidential Information above. Neither party may use the other party's Confidential Information in any directly competitive manner or for any purpose other than to exercise its rights and comply with its obligations under this Agreement.
8.5 Return. On the disclosing party’s request, the receiving party must return or destroy on demand all Confidential Information of the disclosing party which has been supplied to or acquired by the receiving party, other than: (a) records the receiving party has a separate legal right or obligation to retain; and (b) copies of Confidential Information created in the ordinary course of the receiving party’s business and retained in accordance with its internal document retention and information technology policies.
9.1 Modification. We may update this Agreement from time to time. Prior to any changes becoming effective we will update this Agreement on our web site and notify you of any changes by email or any other method reasonably designed to provide notice to you. Unless otherwise specified, changes to this Agreement will be effective when it is are posted on our web site. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
9.2 Independent Contractors; No Agency. 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 us. 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.
9.3 Assignment. We may assign, transfer, or otherwise dispose our rights and obligations under this Agreement in whole or in part, at any time without notice. You may not assign this Agreement or transfer any rights to use the Service, unless we allow you to do so in writing.
9.4 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.
9.5 Integration. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
9.6 Severability. 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.