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Enrollment in the program
1.1. The Magiclinks Program (“Program”) allows you to display coupons and other content on your websites, social media pages and accounts and other digital platforms (your “Properties”) and to earn commissions from participating merchants (“Merchants”) when users of your website (“Customers”) purchase qualifying products. You must be at least 18 years old to participate in the Program.
1.2. You must apply to enroll in Program by completing the application available on the MagicLinks website (http://www.magiclinks.org/rewards/join/). MagicLinks may accept or reject your application at MagicLinks’s sole discretion. Only Properties that have been approved by MagicLinks in writing may be used with the Program and the Tools.
1.3. You will be informed via email if you have been accepted into the Program. If accepted, you will be provided with a password to access the MagicLinks Publisher Interface, where you will be able to download certain technical materials, including links, APIs, HTML code, software, applications and widgets that will enable you to participate in the Program (“Tools”), that may be used on your Properties.
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Good citizenship
2.1. While you are participating in the Program, your Properties must comply with any policies we post to our website, www.MagicLinks.org. Such policies are incorporated into this Agreement by reference, in full.
2.2. You must notify MagicLinks immediately if the content or target audience of any of your Properties materially changes.
2.3. MagicLinks reserves the right to monitor your participation in the Program and your use of the Tools to ensure you are in compliance with this Agreement.
2.4. MagicLinks reserves the right to: (i) refuse to permit you to participate in the Program or to use the Tools; and (ii) amend the measures taken to protect against inappropriate use of the Program and/or the Tools.
2.5. You are solely responsible for keeping your account information secure and for all activity that occurs in your account.
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Additional requirements
3.1. You must implement the Tools in accordance with the specifications found in the MagicLinks Publisher Interface.
3.2. You must post and comply with a legally sufficient Privacy Policy. You acknowledge that MagicLinks may use cookies and other technologies to collect data from end users and may use such data to optimize the performance of the Program, provide reporting to publishers, Merchants and other third parties. The MagicLinks Privacy Policy covers how such technologies are used in further detail.
3.3. MagicLinks may include, add or remove any Merchant from the Program or your Properties at any time in its sole discretion. If MagicLinks requests you to remove links or references to any Merchant's brands, products, or trademarks, you will do so immediately.
3.4. Merchants may change their commission structure at any time, and these changes may affect your compensation.
3.5. You cannot share your login credentials to the MagicLinks Publisher Interface Program with any other party.
3.6. You must use the unique API key granted to you. The API key is MagicLinks’s confidential information. You must keep your API key secure and not share it with any third party. You must respect any limits we place on the API and not attempt to circumvent any throttling we institute. Use of the API in violation of these terms will be a material breach of this Agreement.
3.7. You must not sell, transfer, sublicense or otherwise disclose your login credentials, API key or any other Tools.
3.8. You must not, and must not attempt to: (i) cache, copy, modify, create derivative works from or distribute the Program or the Tools; (ii) interfere with, modify or disable any features or functionality of the Program or the Tools, including, any anti-circumvention measures; (ii) translate, reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form of the Tools or any other aspect of the Program; or (iii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Tools or the Program.
3.9. You must not: (i) include in or use the MagicLinks name, trademark or logos (“Marks”), or any marks that are confusingly similar to or derivative of the Marks, as part of your trade name, logo or other identifiers of you or the Properties, or in a manner that creates or may create a sense of endorsement, sponsorship or association with MagicLinks, unless expressly permitted by MagicLinks in writing. All use of the Marks, and any goodwill arising out of such use, will inure to the benefit of MagicLinks. You will not remove or modify any proprietary notices, attribution or marks from or delivered as part of the Program.
3.10. You must notify MagicLinks immediately of any security breach in the Properties or within your system that could reasonably affect the Program or the Tools.
3.11. You are responsible for following all FTC Endorsement guidelines, which can be found here: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking. In cases where the FTC requires disclosure for a specific endorsement, you must make clear that there is a connection between you and the brand and include this disclosure in your social post in both media (eg audio) and #ad formats.
3.12. You agree to to indemnify, defend, and hold harmless MagicLinks Inc, its directors, officers, employees and agents, and defend any action brought against same with respect to any third party claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that arises out of your failure to comply with applicable FTC regulations or similar regulations in your local jurisdiction.
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How you will be compensated
4.1. You qualify for commission (“Commission”) for qualifying purchases from Merchants by Customers, where your Property has been the most recent referrer and the purchase was made during the cookie life-time eligible for Commissions, as defined by individual Merchants.
4.2. Provided you are in compliance with this Agreement, you will receive up to 70% of the amounts paid by Merchants and retained by MagicLinks for qualifying purchased referred from your Properties as described in this Agreement. MagicLinks reserves the right to determine the validity of any referral in its sole discretion. If a Merchant makes a chargeback claim or fails to pay MagicLinks for any referrals, such amounts are not eligible for Commission. If MagicLinks has already paid you for such amounts, MagicLinks may deduct such amount from future payments. As mentioned above, you will not receive any compensation for any month in which MagicLinks reasonably believes you are in violation of these terms, including any policies.
4.3. Each Merchant (or applicable affiliate network) shall calculate the amounts on which your Commission will be based. As between your calculations and the Merchant’s, the Merchant’s calculations will be decisive. You acknowledge that different Merchants use different commission structures (e.g., some may use fixed amounts per purchase or referral and others may use percentage based methods). MagicLinks may perform de-duplication across marketing channels, so as not to award a Commission if another type of referral was performed more recently.
4.4. Where Merchants participate in more than one affiliate program and both or all affiliate programs participate in the Service, MagicLinks shall attribute the Commission either to the Affiliate Network in its sole discretion.
4.5. MagicLinks shall collect and aggregate the Commission due to you from Merchants. MagicLinks may display such information in reports accessible via the MagicLinks Publisher Interface or via reports that are emailed directly to you. You acknowledge that until MagicLinks has finalized all such information, such information is preliminary and subject to change.
4.6. For Javascript implementations of the MagicLinks product, if Customers have configured their browser such that it cannot accept cookies or run Javascript or the Technology is unable to execute properly, MagicLinks will be unable to treat the Customer as having been referred by you, and you will not receive Commission for any such referrals.
4.7. The time to redirect to a Merchant website is outside MagicLinks’s control and no guarantees are made regarding this process.
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Payment
5.1. If the Commission due to you is less than $50 (the "Minimum Threshold"), any such amount will be carried over and aggregated with the subsequent month's Commission and paid when the cumulative amount due for payment exceeds the Minimum Threshold.
5.2. MagicLinks may withhold your final Commission payment for such time as is reasonable, up to a maximum of 4 months from the date of termination, to allow for Merchant chargebacks and similar debits.
5.3. Payments will be sent to you within 30 days of MagicLinks receiving payment from our Retail Partners. MagicLinks typically receives payment 45-90 days after revenue is reported, but may take a shorter or longer period of time, depending on the terms and conditions and specific payment policies of MagicLinks's various Retail and Network partners.
5.4. Payments will be made to you via PayPal or US bank transfer. You are responsible for any fees your bank charges to receive such transfers. If you fail to keep us updated on your correct payment information, we may deduct any costs from returned checks or similar problems from your payment.
5.5. All disputes over your compensation must be raised within 30 days of receiving payment; otherwise, you waive your ability to dispute payment.
5.6. You will earn no compensation for any month in which you are in violation of this Agreement. MagicLinks reserves the right to require you to repay any amounts you have already received for any time period during which you were in breach
5.7. Chargebacks. Retailers may determine after the event that a Sale was not a bona fide transaction, whether the goods sold are returned by the Customer; there is subsequent detection of a fraudulent transaction; or otherwise. The Retailer may make a Chargeback claim to the relevant Affiliate Network requesting for Commissions related to these Sales to be cancelled, reversed, or reduced as the case may be. Chargebacks are communicated to MagicLinks as they occur and are reflected in the reports accessible via the Magiclinks reporting interface. Commissions are conditional until the specified time for a Chargeback to be accepted by the Affiliate Network has elapsed. This period varies by Affiliate Network and by Retailer according to their own terms and conditions. In the event that you have received payment which from Magiclinks which is subsequently reversed due to a Chargeback, your account will reflect this Chargeback in the total revenue earned reporting.
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Termination and suspension of this agreement
6.1. Either party may terminate this Agreement for convenience by providing written notice to the other party. In addition, we may suspend your participation in the Program upon written notice. Upon suspension or termination of this Agreement you will immediately remove any Marks and another MagicLinks content from your Properties. The terms of this Agreement that by their nature should survive termination of this Agreement shall survive.
6.2. If this Agreement is terminated for any reason other than MagicLinks's breach of contract, MagicLinks will pay outstanding Commission only where Commissions are above the Minimum Threshold. In addition, as described above, if this Agreement is terminated for your breach, you will receive no further payment and MagicLinks reserves the right to recover any amounts paid for the time period during which you were in breach. On termination of this Agreement for the reason of MagicLinks’s breach of this Agreement, MagicLinks will pay any outstanding Commissions regardless of whether it meets the Minimum Threshold.
6.3. We may terminate your participation in the Program immediately with or without notice if we believe you have violated this Agreement. If this Agreement is terminated for your breach, you will receive no further payment.
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Ownership
7.1. As between you and MagicLinks, MagicLinks owns all right, title and interest in and to the Program, Tools and Marks, including all underlying software, technology and processes, any enhancements or modifications and all associated intellectual property rights and all information generated by your participation in the Program. Any rights not expressly granted under this Agreement are retained by MagicLinks.
7.2. Provided that you are in full compliance with this Agreement, MagicLinks grants to you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Program, Technology and Tools during the term of this Agreement.
7.3. MagicLinks may freely use any suggestions you make about the Program, the Tools or anything else, with no attribution, accounting or compensation to you.
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Confidentiality
“Confidential Information” means any information MagicLinks discloses or makes available to you or that results from your participation in the Program. “Confidential Information” includes the API and all other non-public information, including all information you access after logging in (e.g., Tools, images, workflows, etc.).
You keep all Confidential Information secure, not share Confidential Information with any third party and use Confidential Information only for the purposes set forth in this Agreement. You will promptly return or destroy the other party’s Confidential Information upon termination of your participation in the Program or at our request. “Confidential Information” does not include information that (a) is or becomes part of the public domain through no fault of the party receiving the Confidential Information; (b) was already in possession of the party receiving the Confidential Information; or (c) was independently developed by the party receiving the Confidential Information without violation of this Section 10. A party may disclose Confidential Information if it is required to do so by law, so long as such party provides the other party with prompt notice and complies with any protective order imposed on such disclosure.
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Public information
MagicLinks may issue press releases and white papers that include Company and may include your name on our client lists and in our marketing materials and may disclose its relationship with you to Merchants and other affiliate networks.
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Changes to this agreement
MagicLinks may modify all or any part of this Agreement, at any time and at its sole discretion, effective immediately upon notice published on the MagicLinks Publisher Interface or via email. Continued participation in the Service after such modification will constitute your binding acceptance of the modification to this Agreement.
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Representations and warranties
You represent and warrant that: (i) you will maintain, throughout the term, all required rights and licenses related to your Properties, (ii) the Properties will not infringe any third party rights, including but not limited to third party intellectual property rights or privacy rights; and (iii) your Properties, your participation in the Program and your use of the Tools will comply with all applicable foreign, Federal, state and local laws, rules and regulations.
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Indemnity
You will indemnify, defend, and hold harmless MagicLinks, its affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, representatives and Merchants (the “Covered Entities”) against all liability, claims, costs, damages, settlements, and expenses (including fees for attorneys and expert witnesses) incurred by any Covered Entities in any way arising out of or related to the Properties, your use of the Tools, your participation in the Program, or your breach of this Agreement.
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Disclaimers
THE COVERED ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON INFRINGEMENT. THE COVERED ENTITIES MAKE NO REPRESENTATION AS TO THE SUITABILITY OR LEGALITY OF THE TOOLS OR THE PROGRAM IN YOUR PARTICULAR LOCATION OR JURISDICTION. THE PROGRAM AND TOOLS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE PROGRAM MAY NOT BE CONTINUOUSLY AVAILABLE, ERROR FREE, OR FREE OF VIRUSES. THE COVERED ENTITIES ARE NOT RESPONSIBLE FOR THE ACTIONS OF THE MERCHANTS OR ANYTHING ACCESSED VIA LINKS TO THIRD PARTY WEBSITES, SERVICES, SOFTWARE OR ANYTHING ELSE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COVERED ENTITIES MAKE NO REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES REGARDING THE ACCURACY, VALIDITY OR TIMELINESS OF THE INFORMATION PROVIDED TO YOUR USERS, INCLUDING THE VALIDITY OR ACCURACY OF COUPONS AND OFFERS FROM MERCHANTS. IN NO EVENT SHALL MAGICLINKS BE LIABLE TO YOU OR YOUR USERS FOR ANY SUCH INFORMATION.
IF YOU ELECT TO INCORPORATE ANY THIRD PARTY FEATURES OR SERVICES INTO THE TOOLS, THE COVERED ENTITIES ARE NOT RESPONSIBLE FOR ANY LOSSES OR DAMAGES (INCLUDING DATA BREACHES) CAUSED BY SUCH THIRD PARTY PARTIES FEATURES OR SERVICES.
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Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAGICLINKS SHALL NOT BE LIABLE FOR DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE TOOLS OR THE PROGRAM, EVEN IF MAGICLINKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF MAGICLINKS ARISING FROM OR RELATED TO THIS AGREEMENT, THE TOOLS OR THE PROGRAM SHALL NOT EXCEED US $100.00.
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Miscellaneous
15.1. This Agreement is the entire agreement between you and MagicLinks, and replaces any other agreement between us on this subject. Aside from our right to make changes described above, any amendment to this Agreement must be in a writing that both parties sign. There are no third party beneficiaries to this Agreement.
15.2. MagicLinks is entitled to recover any legal fees and other costs we incur to enforce this Agreement.
15.3. MagicLinks will communicate with you by sending email to the address associated with your account. Both parties will give any notices required or permitted by these terms (other than legal process) by email with the proviso that we will send email to your account address and you will email us at hello@magiclinks.org. Emails to other addresses for Company will not satisfy any notice requirement.
15.4. You cannot assign or transfer this Agreement to a third party without our written approval. We can assign these terms to any entity that agrees to be bound by them.
15.5. These terms and any dispute arising out of or related to these terms and/or the Services are governed by the laws of the State of California, excluding choice of laws principles.
15.6. The parties will resolve any disputes in the state or federal courts in Los Angeles, California, to whose exclusive jurisdiction and venue they irrevocably submit, except for any optional arbitration as described next. Excluding claims for equitable relief, if the total amount in dispute is less than $10,000, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established provider that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator’s award entered as a judgment in any court of competent jurisdiction. Our right to change these terms upon notice will not extend to any claims for which you have the ability to elect arbitration.
15.7. Any claims (in court or arbitration) must be brought in the initiating party’s individual capacity and not as a plaintiff or member in any class action or other similar proceeding.
15.8. If any provision of these terms is unenforceable, the validity and enforceability of the remaining provisions will not be affected. No waiver will be effective unless it is in an explicit writing and signed by an authorized representative of the waiving party.
