|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Flat Rate|
|Additional terms||Affiliate paid per new annual paid membership subscription received, $30 per valid conversion.|
AMBASSADOR and AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE SWELL SCORE.
BY AGREEING TO PARTICIPATE IN THE SWELL SCORE AFFILIATE
BY AGREEING TO PARTICIPATE IN THE SWELL SCORE AFFILIATE PROGRAM, 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.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in The Swell Score’s Ambassador and Affiliate Programs. The purpose of this Agreement is to allow HTML linking between your website or social sites and The Swell Score’s website. Please note that throughout this Agreement, “we,” “us,” and “our” refer to The Swell Score, and “you,” “your,” and “yours” refer to the ambassador or affiliate. Note: The ambassador and affiliate program are not available to any licensed healthcare providers at this time. Any registrations by licensed health care providers will be null and void.
2. Ambassador and Affiliate Obligations
2.1. You represent that you are not a licensed health care provider. Any registrations by licensed health care providers will be null and void.
2.2. As a member of The Swell Score’s Ambassador or Affiliate Programs, from time to time you will have be provided with HTML code (that provides for links to web pages within the TheSwellScore.com website) and banner creatives, social media posts and e-mail campaigns if appropriate for your needs (hereinafter “Your Links”). The Swell Score may also include instructions for use of Your Links including, but not limited to, the manner in which they should be displayed and the timeframe that may be displayed. 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 of Your Links. You agree to use the HTML code provided for your Links. You must also ensure that Your Links are updated when new ones are provided and all instructions provided with the new links are followed including any timeframes by which links must be updated. Failure to ensure links are up-to-date and appropriately used may result in waiving the right to receive any potential payments.
2.3. You acknowledge that The Swell Score has the right, at any time, to review your placement and approve the use of Your Links, and agree that upon request from The Swell Score that you will change within two (2) business days the placement or use of Your Links to comply with The Swell Score’s request and the guidelines provided to you. You acknowledge that failure to comply with a request from The Swell Score will constitute a breach of this agreement and may result in the termination of your participation in the Affiliate Program.
2.4. You agree to adhere with any and all posting guidelines provided by The Swell Score including, but not limited to, the Promotion Disclosure and Restriction Requirements in Section 6.
2.5 You agree that 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 suggested changes that we feel should enhance your performance.
2.6. 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.
2.7. You agree that the Website or other communications that contain Your Links will not be used for any inappropriate purposes. What constitutes an inappropriate purpose is subject to The Swell Score’s sole discretion and determination, and includes, but is not limited to:
• Promoting sexually explicit materials
• Promoting violence
• Promoting discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age
• Promoting illegal activities
• Incorporating any materials which infringe or assist
others to infringe on any copyright, trademark or other intellectual
property rights or to violate the law
• Including “The Swell Score” variations or misspellings
thereof in its domain name
• Containing software downloads that potentially enable
diversions of earnings or commission from other ambassadors and affiliates in
• Creating or designing your website or any other website
that you operate, explicitly or implied in a manner which incorporates or
resembles the design and look and feel of our website, and creating or
designing your website in a manner which leads customers to believe you The
Swell Score or any other affiliated businesses and their respective websites.
• Is generally unlawful, harmful, threatening, defamatory,
obscene, harassing, or racially, ethnically or otherwise
objectionable to us in our sole discretion.
3. The Swell Score Rights and Obligations
3.1. The Swell Score may from time to time provide HTML code for Your Links and corresponding instructions as to the use, placement, and duration of use of Your Link. The Swell Score may provide Your Link and instructions at any time and without any notice.
3.2. The Swell Score agrees to provide you a CPA payment or commission, as described in Section 4, in exchange for your participation in the Ambassador or Affiliate Program.
3.3. We have the right to monitor your site 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 site that we feel should be made, or to make sure that your links to our website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary within two (2) business days, we reserve the right to terminate your participation in The Swell Score Ambassador Program or The Swell Score Affiliate Program.
4. Commission and Payment
4.1. For each eligible order of The Swell Score from TheSwellScore.com that results from Your Links, The Swell Score shall pay you a commission.
4.1.1. Ambassador Program members will receive a promo code to get access to a discounted subscription for the membership to
TheSwellScore.com and a trackable link. The Swell Score eligible purchases made within the calendar month by new customers (customers who have not purchased from The Swell Score within the previous calendar year).
4.1.2. Affiliate Program members will receive a $30 CPA for any order received that is generated from his/her trackable link by new
customers (customers who have not purchased The Swell Score within the previous calendar year).
4.2. An ‘eligible purchase’ for purposes of determining the commission payout is a purchase by a new consumer (one that has not previously purchased The Swell Score within the previous one (1) calendar year) and the purchase occurs within 60 days of that consumer’s use of Your Links. A purchase is not an ‘eligible purchase’ for purposes of determining the commission payout
• If the eligible purchase is cancelled and refunded.
• The purchase through Your Links is a result of fraud,
deception, misrepresentation, or other unlawful act or conduct.
• If you or Your Links are not in complete compliance with
the terms of this Agreement at the time of the consumer’s purchase.
4.3. Ambassador and Affiliate commissions will be provided on a monthly basis. Payment will be made via PayPal to the e-mail address we have on file and your completed W9 has been submitted.
4.4. You are solely responsible for compliance with all income tax and other wage-related laws applicable to your receipt of the payments from The Swell Score. The Swell Score does not and will not withhold and disperse any of payments to satisfy your obligations including, but not limited to, federal and state income taxes, social security, Medicare, wage garnishes, child support
payment, and alimony/spousal support payments. The Swell Score requires you to provide a valid tax ID prior to payment.
4.5. The Swell Score reserves the right to alter or change the terms of Ambassador and Affiliate Reward eligibility and payment at any time. In the event a change, we will provide you written notice.
5. Access to Affiliate and Ambassador Account Interface
You will be provided a log in access to track your sales and tracking links.
6. Promotion Requirements and Restrictions
6.1 All members of the Ambassador and Affiliate Programs must comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”).
6.2.1. The FTC Guides require you to always disclose clearly and conspicuously the relationship between you and The Swell Score to consumers, in an effort to be truthful and transparent. The FTC Guides are currently available here: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-govern....
An FAQ concerning the FTC Guides is currently available here: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-ask.... You must make clear in all content that you are being paid/compensated by The Swell Score. We may provide suggestions for appropriate means of compliance with the FTC Guides in connection with the content, however compliance is ultimately the responsibility of the Ambassador or Affiliate. Best practices regarding disclosure include:
• Using “#ad,” “#promo,” and/or “#TheSwellScoreAmbassador” before any fold or cutline; avoid unconventional slang such as “Spon” and “Advert,” and do not place the disclosure at the end of the post or after a cut line.
• Include verbally and visually at the beginning of videos.
• Giving readers and website visitors the essential information. A disclosure such as “if you use this specific link, I may receive
a small commission from your purchase” would be effective.
6.2.2. Your communications will all have the following attributes:
• Any representations you make in connection with The Swell Score and its products will reflect your honest opinions, findings, beliefs, or experiences with The Swell Score and any products mentioned in the content, and may not contain any statements or representations about The Swell Score the to the best of your knowledge that are not true or are deceptive. If your opinions, findings, or experiences mentioned in the content change, you are responsible for updating the content or, if that’s not possible, for
promptly informing The Swell Score of such change.
• You will not impersonate another person or pretend you are someone else when posting content.
• If any persons appear or are referred to in the content, you are solely responsible for obtaining a valid release from such persons,
prior to posting or making content publicly available, which permits The Swell Score the right to exhibit and use the content. If any persons appearing in any content is under the age of majority in their state, country, or providence or residence, the signature of a parent or legal guardian is required on each release.
• There will not be any personally identifiable information (such as, but not limited to, license plate numbers, personal names, email
addresses, or street addresses) of any person other than you. Should you include personally identifiable information about yourself in the content, you acknowledge and agree that such information will be disclosed publicly and that you are solely responsible for any consequences thereof.
• To the best of your knowledge, the content does not defame, misrepresent, or contain disparaging remarks about other people,
companies, or products.
• There will not be any content that violates any law.
6.3. You are free to promote your own websites, but naturally any promotion that mentions The Swell Score could be perceived by the public or the press as a joint effort. Therefore, to protect The Swell Score’s name and prevent any damage to our goodwill, you agree to comply with the following advertising practices.
6.3.1 You will not engage in certain forms of advertising including, but not limited to:
• Advertising commonly referred to as “spamming”
• Using unsolicited commercial email (UCE)
• Postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once
• Advertising that in any way effectively conceals or misrepresents your identity, your domain name, or your return email address.
If it comes to our attention that you are engaging in any of these practices, we will consider that cause for immediate termination of
this Agreement and your participation in The Swell Score Ambassador or Affiliate Programs. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
6.3.2 You may use mailings to customers to promote The Swell Score 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 newsgroups to promote The Swell Score, so long as the news group specifically welcomes commercial messages. At
all times, you must clearly represent yourself and your websites as independent from The Swell Score.
6.3.3. Ambassadors and Affiliates that use The Swell Score or TheSwellScore.com among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords, and/or any misspellings or similar alterations of The Swell Score – be it separately or in combination with other keywords – and direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered violators of this agreement, and will be banned from The Swell Score’s Ambassador or Affiliate Programs. We will do everything possible to contact the ambassador or affiliate prior to the ban. However, we reserve the right to expel any infringers of our name and violators from our Programs without prior notice, and on the first occurrence of such PPC bidding behavior.
6.3.4. Ambassadors and Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the
prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in The Swell Score’s service).
6.3.5. Ambassadors and Affiliates 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 The Swell Score .’s site (i.e., no page from our site or any The Swell Score’s content or branding is visible on the end-user’s screen). As used herein a. “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, Safari and similar search or directory engines); (c) set commission tracking cookies through loading of The Swell Score. site in IFrames, hidden links and automatic pop-ups that open The Swell Score site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Ambassador or Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
7. Grant of Licenses
7.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) 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 are only entitled to use the Licensed Materials to the extent that you are a member in good standing of The Swell Score’s Ambassador or Affiliate Programs. You agree that all uses of the Licensed Materials will be on behalf of The Swell Score and the good will associated therewith will inure to the sole benefit of NutritionforLongevity.com.
7.2. 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. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
USE OF THE SWELL SCORE’S WEBSITES LUDING PROLONFMD.COM IS AT YOUR OWN RISK. THE INFORMATION, MATERIALS, AND SERVICES PROVIDED ON OR THROUGH THE WEBSITES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. THE SWELL SCORE. MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE INFORMATION, MATERIALS, OR SERVICES PROVIDED ON OR THROUGH ITS WEBSITES; THE INFORMATION, MATERIALS, AND SERVICES PROVIDED ON OR THROUGH OUR WEBSITES MAY BE OUT OF DATE, AND THE SWELL SCORE DOES NOT MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS, OR SERVICES. 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. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
9.Limitations of Liability
IN NO EVENT WILL WE OR OUR RESPECTIVE DIRECTORS, EMPLOYEES, AFFILIATES, AMBASSADORS, AGENTS, SUCCESSORS, OR ASSIGNS 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 THE SWELL SCORE. 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 FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless The Swell Score 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)
your violation of this agreement, (ii) 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, (iii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your
site including, without limitation, content therein not attributable to us. This indemnity survives termination of this Agreement. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with The Swell Score in asserting any available defenses.
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.
12. Representations and Warranties
You represent and warrant that:
12.1. 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;
12.2. 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;
12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
13.1. This Agreement will begin upon our acceptance of your Ambassador or Affiliate application, and will continue unless
13.2. 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 mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
13.3. The Swell Score reserves the right to terminate this Agreement and your participation in The Swell Score Ambassador or Affiliate Programs immediately and without notice to you should you commit fraud in your use of The Swell Score Ambassador or Affiliate Programs or should you abuse this program in any way. If such fraud or abuse is detected, The Swell Score shall not be liable to you for any payments for such fraudulent sales.
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. Modifications may include, but are not limited to, changes in the payment procedures and The Swell Score’s Ambassador and Affiliate Programs’ rules. If any modification is unacceptable to you, you agree that your sole remedy is to end this Agreement. Your continued participation in The Swell Score’s Ambassador or Affiliate Programs following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
15.1. 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 The Swell Score. 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.
15.2. 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 third party.
15.3. 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. Any action seeking legal or equitable relief arising out of this Agreement will be exclusively brought only in the federal or state courts of the State of California and you waive any objection regarding venue or forum non conveniens.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision by us, and no waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. 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.
15.7. 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.