This Affiliate Agreement (this “Agreement”), contains the terms and conditions that apply to your participation in ORA’s Affiliate Program (“Program”). By clicking "I accept" or by participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand and agree to the terms of this Agreement with KSR Venture., dba ORA Inc., with offices located at 30 Hudson Yards Fl 72 (“KSR”).
As an Affiliate you will be permitted to promote our products (“Products”) on your Website or other online services that you control and link to the Website (collectively, “Your Website”) and to earn advertising commissions for any purchase where a customer clicks through an Affiliate link on Your Website to our website www.oraspace.com (“Our Website”) during a single session during which the customer adds a Product to their shopping cart and places the order for that Product no later than 30 days following the customer’s initial click-through, and the purchase is subsequently paid for by the customer (each a “Qualifying Purchase”).
To participate in this program, you need to apply for enrollment and sign up as an affiliate through Shareasale.com, Inc., ("Shareasale.com") and you must agree to Shareasale.com's Affiliate Service Agreement (the "Shareasale.com Agreement") and the terms of this Agreement.
After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program.. We reserve the right to accept or reject your application in our sole discretion. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program for so long as this Agreement is not terminated.
Once accepted by us as an Affiliate for in the Program, you represent that you have fully read, understand, and agree to the terms and conditions of this Agreement. We reserve the right to terminate or revise the Program at any time, including by providing a change notice or revised documentation related to the Program.
You are solely responsible for your website(s) ("Your Website", “Your Websites”) including your website(s) development, operation, and maintenance of all content and materials that appears on or within your website(s).
Your Website(s) may not:
a. Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.
b. Violate or be used to violate any law, rule or regulation.
c. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials.
d. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
e.Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
f. Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to Our Website, user accounts, or the technology and equipment supporting Our Website.
g. Mislead customers as to the products or services available on Your Website or on the ORA website, located at www.oraspace com (the "ORA website").
h. Use of any of our Trademarks or Names (as defined herein) as part of the domain or sub-domain for Your Website is strictly prohibited (for example oraspace.website.com).
4. LINKING TO OUR WEBSITE
Upon acceptance as an Affiliate, links will be made available to you through the ShareASale.com Affiliate website. When linking to Our Website, you agree to abide by the following:
a. You will only use linking code obtained from the ShareASale Affiliate interface without manipulation.
b. All domains that use your affiliate link must be listed in your affiliate profile on the Shareasale.com affiliate website under My Settings page.
c. Your Website will not in any way copy, resemble, or mirror the look and feel of Our Website. You will also not use any means to create the impression that Your Website is Our Website or any part thereof including, without limitation, framing of Our Website in any manner.
d. You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
e. Your Website may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.
f. Affiliates may not advertise our products on websites that they do not own, including, for instance, Google Product Search, Amazon, eBay or any comparison shopping engines such as Shopzilla or PriceGrabber.
g. Your Website may not offer coupons or coupon codes or similar promotions.
h. You may not create affiliate tracking links that also contain a tracking link for other referral programs ("Other Referral Programs"). Affiliates are permitted to participate in either the Program or Other Referral Programs but individual links must be specific and exclusive to one of the programs. By participating in this Program, you agree not to claim commission or credit from both the Program and from our Other Referral Programs for the same user.
i. You may not use your affiliate links to claim commissions for your own purchases on oraspace.com.
5. PAY-PER-CLICK ("PPC") GUIDELINES
If you are participating in PAY-PER-CLICK ("PPC") advertising, you must adhere to our PPC guidelines which are as follows:
a. You may not bid on any of our Trademarks or Names, including any variations or misspellings thereof, for search or content-based campaigns on advertising networks, search services, or similar services, including but not limited to Google, MSN, Bing, or Yahoo.
b. You may not use our Trademarks or Names in sequence with any other keyword.
c. You may not use our Trademarks or Names in your ad title, ad copy, display name or as the display URL.
d. You may not directly link to Our Website from any PPC ad or use redirects that yield the same result. Visitors must be directed to an actual page on Your Website.
e. You may not bid in any manner appearing higher than ORA for any search term in position 1-5 in any auction style PPC advertising program.
f. If you automate your PPC campaigns, it is your responsibility to exclude our Names from your program and we strongly suggest you add our Names as negative keywords.
We reserve the right to change or modify our Names at any time without notice, and this Agreement applies to the use of any such additional Names. We further reserve the right to make modifications to the restrictions herein at any time with or without notice and you agree to be bound by all such updated terms and conditions.
We grant to you a non-exclusive, non-transferable, revocable right to (a) access Our Website 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 "Names") that we provide to you or authorize for such purpose. You are only entitled to use the Names to the extent that you are a member in good standing of our Program. You agree that all uses of the Names will be on our behalf and the good will associated therewith will inure to the sole our benefit. You agree not to use Our Website, Names or any other of our proprietary content and materials in any manner that is disparaging, misleading, obscene or that otherwise portrays us in a negative light. Other than the license granted in this Agreement, we retain all right, title, and interest to Our Website, Names and proprietary content and materials and no right, title, or interest is transferred to you. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program.
7. ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written or visual material that makes reference to our Products or Program without first submitting that material to us and receiving our prior written consent. You agree to adhere to the following:
Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to the distribution of any written or e-mail materials.
E-mails must be sent on your behalf and must not imply that the e-mail is being sent on our behalf.
Advertising known as "spamming" is unacceptable to us. If you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Program.
You will not use unsolicited commercial email (UCE), post to non-commercial newsgroups and cross-post to multiple newsgroups at once.
You must clearly represent yourself and Your Website as independent from us and Our Website. You may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address.
Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
ORA may make Promotional Materials available to you to display and use on Your Website provided that the manner of display complies with the following requirements:
You may only use the Promotional Materials to promote ORA (and the products available thereon), and for linking to the ORA’s Site.
You shall use only such links to the ORA Site as are provided to you by ORA.
You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by ORA without consent from ORA. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from ORA for such alteration of modification.
8. SOCIAL MEDIA
Promotion on Facebook, Twitter, Instagram and other social media platforms is permitted following these general guidelines:
a. You may promote offers to your own lists; you are welcome to use your Affiliate links on your own Facebook, Twitter, etc. pages.
b. You MAY NOT post your Affiliate links on our Facebook, Twitter, Instagram, or other social media company pages in an attempt to turn those links into Affiliate sales.
9. COMMISSIONS AND REVERSALS
We use a third party, ShareASale.com, to track all payments. Upon acceptance into the Program, you will be eligible to receive a commission on all Qualifying Purchases as agreed through ShareASale. An "Qualifying Purchase" occurs when a customer clicks-through the link (supplied by ORA to you) to the ORA Site and successfully completes a purchase for which ORA receives and retains payment. Please review the ShareASale terms and conditions regarding payment and participation in the Program.
We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in this Agreement.
We reserve the right to modify the Commission rate from time to time, in our sole discretion. ORA is responsible for authorizing Commission payments and Shareasale.com will be solely responsible for fulfilling and transferring all Commission payments in accordance with the Shareasale.com Agreement. ORA will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to ORA, whether in connection with this Agreement (including any breach hereof by you) or otherwise.
10. COMMUNICATION POLICY
If we request clarification or more information on any orders or clicks that we suspect may be connected to a violation of the terms of this Agreement, we expect that you will respond in a timely and honest manner. The following are violations of our communications policy:
a. Your responses are intentionally vague, not forthcoming or are found to be untrue.
b. You are not responsive to our requests within a reasonable time period and after multiple attempts to contact you using the information listed in your network profile.
c. You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
In the event we determine that you have violated our communications policy, we may in our sole discretion and with or without notice reverse orders, set your commission to 0%, and/or suspend or terminate you from the Program for the period or orders in question. It is required that each Affiliate monitor and proactively resolve any problems and adhere to our Program rules.
11. INTELLECTUAL PROPERTY
ORA retains all right, title, ownership, and interest in the Promotional Materials and Trademarks, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Promotional Materials, or in the underlying intellectual property, other than the right to use the Promotional Materials in accordance with the License, as set forth in Section 6.
12. REPRESENTATIONS & WARRANTIES
You represent and warrant that (a) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement, and (b) you will perform your obligations under this Agreement in accordance with the terms of this Agreement and all applicable laws and regulations.
13. RELATIONSHIP OF PARTIES
The Affiliate is not an employee of KSR. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between ORA and you. You shall provide services for ORA as an independent contractor. You shall have no authority to bind ORA to any agreement, nor shall you be considered to be an agent of ORA in any respect.
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL ORA BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ORA’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR 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. ORA DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH ORA WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. ORA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF ORA WHATSOEVER.
YOU AGREE THAT YOU SHALL INDEMNIFY AND HOLD HARMLESS ORA FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY WRONGFUL ACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR BREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESS ORA FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY YOU OF THE TRADEMARKS OR PROMOTIONAL MATERIALS.
Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from ORA. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement. All Confidential Information shall remain our sole property and no license under any trade secrets, copyrights, or other rights is granted under this Agreement. Upon our request, all Confidential Information made available under this Agreement, including copies of Confidential Information, must be promptly returned to us or destroyed.
Your participation in the Program shall begin upon your acceptance as an affiliate by ORA and shall continue unless and when terminated by either party. Either party may terminate such status at any time, with or without cause. We may terminate this Agreement effective immediately upon a breach of this Agreement by you. Upon termination of this Agreement for any reason, the licenses and permissions granted to you under this Agreement shall terminate immediately. Subject to Section 14, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination.
18. COMPLIANCE WITH LAWS
In connection with your participation in this Program, you will comply with all applicable laws, rules and regulations, including but not limited to the following laws, rules and regulations governing marketing and promotions a) The CAN-SPAM Act of 2003 b) Section 5 of the FTC Act
c) The FTC's disclosure rules regarding endorsements
FTC DISCLOSURE REQUIREMENTS
You shall include a disclosure statement within any and all pages/posts where affiliate links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.
We reserve the right to change or terminate this Program in whole, or in part, at any time without notice. If we decide to change this Program, we may do so at any time without notice to you. We will post those changes. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified term. You acknowledge and agree that you have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this agreement.
20. GOVERNING LAW
This Agreement, and any disputes or matters arising hereunder, shall be governed by and interpreted in accordance with the laws of the State of New York, without reference to its conflicts of law principles. All disputes and matters arising hereunder shall be submitted exclusively to the jurisdiction of the federal and state courts of competent jurisdiction located in New York City, New York, and each party hereby irrevocably consents to the jurisdiction of such courts and hereby waives all objections thereto. Each party hereby waives the right to a trial by jury in any dispute arising under this Agreement. If either party takes legal action against the other party to enforce this Agreement, the unsuccessful party to such action shall pay to the prevailing party all court costs, reasonable attorneys’ fees and expenses incurred by such prevailing party in connection therewith.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of ORA, and any attempted assignment without such consent shall be void.
Waiver. The failure of the other party to enforce any rights under this Agreement will not be deemed a waiver of any rights. The rights and remedies of the parties in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the Shareasale.com Agreement, the provisions of this Agreement shall prevail.
Entire Agreement. This Agreement sets forth our entire agreement with respect to your participation in the Program.