Refully - Master Affiliate Terms and Conditions

Last updated June 5, 2024

Refully Master Affiliate Terms and Conditions

These Master Affiliate Agreement Terms and Conditions (“Agreement”) for Refully are entered into by and between Refully and each Affiliate. These terms govern Affiliate’s participation in Refully’s Affiliate Program and receipt of associated services and materials.

ACCEPTANCE OF TERMS: BY CLICKING TO ACCEPT, PERFORMING AN ACTION OF AGREEMENT, OR SIGNING AND SENDING TO REFULLY AFFILIATE MANAGEMENT YOU CONFIRM THAT YOU HAVE AUTHORITY TO BIND YOURSELF TO THESE TERMS. IF YOU DO NOT AGREE OR DO NOT HAVE AUTHORITY, DO NOT PROCEED WITH ACCEPTANCE OR PARTICIPATION IN THE PROGRAM.

Effective Date: These terms are effective upon your acceptance and remain valid for 12 months from the date this Agreement is executed.

Overview

Purpose: The purpose of this Affiliate Program is to promote Refully by driving internet traffic from your website or content to the Refully website. Refully’s Affiliate Program permits you to monetize your website by placing on your website a link re-directing internet traffic to Refully’s website. The link used must be provided by Refully and comply with this Agreement.

Definitions: "We," "us," and "our" refer to Refully, while "you," "your," and "yours" refer to you, the Affiliate.

1. Affiliate’s Obligations

  1. Account Setup: You must apply for a Refully affiliate account and complete the Affiliate Compliance Questionnaire that will be provided to you. We may accept or deny your application if we determine your qualifications and/or specifications do not meet our standards.
  2. Single Account: You may only create one Affiliate account. Multiple accounts are prohibited unless otherwise specified and approved by Refully Affiliate Management.
  3. Conduct: You shall not promote inappropriate content, engage in illegal activities, or use the program in any harmful or objectionable manner.
  4. Usage of Refully Name: You may use the Refully name and trademark for promotional purposes of your program (that fall under the Purpose of this Agreement) only and may not imply broader approval or endorsement by Refully without our explicit written consent.

2. Refully’s Rights and Obligations

  1. Monitoring and Audits: We may review your activities and compliance with these terms set forth herein. We may perform audits and require corrective actions if discrepancies between your conduct and the Refully terms are found.
  2. Termination and Denial of Access: We reserve the right to suspend, terminate, or deny your access to the program based on non-compliance or legal requirements.

3. Intellectual Property Rights

  1. Ownership: Refully retains all rights to the program and materials except for the limited usage rights granted to you.
  2. Restrictions: You may not modify, copy, or create derivatives of the program materials or use them for any unauthorized purpose.
  3. If you are requesting to use your own copy, creative or other materials to promote Refully, a written request with details and images of the materials you intend to use must be submitted for approval by Refully’s Affiliate Management.

4. Termination

  1. Rights to Terminate: Either party may terminate the agreement with written notice, and Refully shall terminate immediately for any breach(es) of the Refully terms.

5. Modifications to Terms

  1. Changes: Refully may modify these terms at any time and will promptly notify you of changes via email. Your continued participation after such changes shall constitute an acceptance of those modified terms. You may also elect to terminate your relationship with Refully pursuant to Section 4.A. of this Agreement.

6. Payment

  1. Commissions: Refully will pay commissions based on new client sign-up referrals through our tracking system, with payments made monthly. You are responsible for maintaining correct payment information and providing updates to Refully as needed.

7. Promotion and Advertising

  1. Restrictions: You may not engage in spamming or use unsolicited communications in promoting Refully. All communication and marketing compliance and regulations should be adhered to. All promotional activities should comply with legal and program guidelines.

8. Disclaimer

  1. Warranties: You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and create, maintain, and operate your website in accordance with this Agreement, (b) neither your participation in the Affiliate Program nor your creation, maintenance, or operation of your website will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g., you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Affiliate Program or use any other services provided by Refully if you are the subject of U.S. sanctions or of sanctions consistent with U.S. laws imposed by the governments of the country where you are using any services of Refully, (f) you will comply with all U.S. export and re-export restrictions, and applicable non-U.S. export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Affiliate Program is accurate and complete at all times.

Refully does not make any representation, warranty or covenant regarding the amount of traffic or commission income you can expect at any time in connection with the Affiliate Program, and will not be liable for any actions you undertake based on your expectations.

  1. THE AFFILIATE PROGRAM, THE REFULLY WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON THE REFULLY WEBSITE, ANY LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE REFULLY MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF REFULLY OR ITS AFFILIATES OR LICENSORS IN CONNECTION WITH THE AFFILIATE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER REFULLY NOR ANY OF ITS AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH REPECT TO THE SERVICE OFFERINGS. REFULLY AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. REFULLY MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME, NEITHER REFULLY NOR ANY OF ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER REFULLY NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR WEBSITE OR ANY DATA, IMAGES, TEXT OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM REFULLY OR FROM ANY OTHER PERSON OR ENTIY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER REFULLY NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE ASSOCIATES PROGRAM. NOTHING IN THIS SECTION 8 WILL OPERATE TO EXCLUE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Limitations of Liability

  1. NEITHER REFULLY NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUIABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

10. Indemnification

  1. You will indemnify Refully against any losses resulting from your breach of these terms, unlawful activities, or your content.
  2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REFULLY WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR WEBSITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD REFULLY, ITS AFFILIATES AND LICENSORS, AND REFULLYS’ AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR WEBSITE OR ANY MATERIALS THAT APPEAR ON YOUR WEBSITE, INCLUDING THE COMBINATION OF YOUR WEBSITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. REFULLY OR ITS NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY REFULLY PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.

11. Arbitration

  1. Any dispute relating in any way to the Affiliate Program or this Agreement will be resolved by binding arbitration, rather than in court, except that either party may elect to proceed in small claims court if the claims qualify under applicable law. The Federal Arbitration Act and federal arbitration law and the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Refully.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

Before you may begin an arbitration proceeding, you must send a letter notifying us of your intent to pursue arbitration and describing your claim to Refully, 8845 Irvine Center Dr. #100, Irvine, CA 92618. The arbitration will be conducted by the Judicial Arbitration and Mediation Services (“JAMS”) under its Comprehensive Arbitration Rules & Procedures. The JAMS rules are available at www.jamsadr.com. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Commercial Fee Schedule. You and Refully each agree that the underlying award in arbitration may be appealed pursuant to the JAMS Optional Arbitration Appeal Procedure.

You and Refully each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and Refully each waive any right to a jury trial and agree that any such claim may proceed only in state or federal court in Orange County, California.

Notwithstanding anything to the contrary in this Agreement, you and Refully each agree that either party may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Refully’s or any other person or entity’s intellectual property.

12. Confidentiality

  1. Any information relating to Refully or any of its affiliates that Refully provides or make accessible to you in connection with the Affiliate Program that is not known to the general public or that reasonably should be considered to be confidential is Refully’s “Confidential Information” and will remain Refully’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties and will apply for the term of the Agreement and five (5) years after termination.

13. Miscellaneous

  1. Governing Law: Any dispute relating in any way to the Affiliate Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with Refully or any of its affiliates will be subject to the laws of the State of California, without giving effect to its choice of law provisions.
  2. Entire Agreement: These Master Affiliate Agreement Terms and Conditions shall constitute the entire Agreement regarding Refully’s Affiliate Program.


Signatures

By signing up with Refully to become an Affiliate, you represent and warrant that you understand and agree to the terms and conditions of this Master Affiliate Service Agreement and that you have the authority to accept and enter into and to bind your company or entity to this Agreement. When your Affiliate account is created and your pending account status has been accepted, this Agreement will constitute a legal, valid, and binding agreement, enforceable in accordance with its terms.

Refully - Master Affiliate Terms and Conditions