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Sprizzy Terms and Conditions for Publishers

These Sprizzy Terms and Conditions for Publishers (collectively referred to as the "Agreement") are by and between you and Sprizzy Media LLC. This Agreement is effective as of the date Sprizzy accepts your application into the Program and sets forth the terms and conditions governing the establishment of Links from your Properties to certain Sprizzy Authorized Properties as further described below.

THIS IS A LEGALLY BINDING AGREEMENT. BY COMPLETING AND SUBMITTING THE ONLINE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

Definitions

"Sprizzy", "we", "us", or "our" means Sprizzy Media LLC or any of its parents, subsidiaries, affiliates and entities owned or under common control, as applicable.

"Sprizzy Offers" means Sprizzy offers, deals, coupons and promotions that Sprizzy has expressly authorized you to promote on your Properties and that Sprizzy has provided to you.

"Sprizzy Properties", a "Sprizzy Property", or "our Properties" means Sprizzy's connected properties, including mobile websites and applications. Such properties may include websites or digital properties that Sprizzy owns.  These conditions will be updated as we create new properties and will inform you of updates in status.

"Customers" are persons or entities (other than Publisher or the Publisher's agent) that are not robots, automated programming, or similar technology that enables clicks through certain links.

"Deductions" are the amounts we deduct from Monthly Net Sales. This includes, but is not limited to, the amounts we collect for sales, use, excise, or similar taxes; duties; shipping, handling, and similar charges; amounts due to credit card fraud and bad debt; credits for canceled orders, refunds, and returned goods.

"Information"means Sprizzy Affiliate Program customer information and Program business and sales information related to us, you, or our suppliers, including, without limitation, information relating to sale pricing, promotions and weekly specials.

"Licensed Materials" means the Sprizzy trademark and logo and similar identifying material relating to us, but only in the forms that we provide to you.

"Links" or "Link" means the graphic and textual links that Sprizzy makes available to you.

"Program" or "the Program" means Sprizzy's affiliate marketing program.

"Publisher", "you" or "your" means the person or entity that is enrolled in and accepted by Sprizzy as a participant in the Program and bound by the terms of this Agreement.

"Publisher Properties" or "your Properties" means your website or other presence (including, without limitation, mobile applications, e-mail marketing, forums, apps, social media site videos, and software) owned, operated, used, or distributed by and preapproved by Sprizzy to link to one or more Sprizzy Authorized Properties.

"Qualifying Link" means an Internet connection between any of your Properties and a Sprizzy Authorized Property that is provided.

"Qualifying Purchase" means a completed sale of an Eligible Product to a Customer through a Qualifying Link on a Publisher Property in accordance with the criteria specified in Section 5 of this Agreement.

"Term" means the term of this Agreement which will begin upon our acceptance of your Program application and will end when terminated by either party as permitted hereunder.

1. Enrollment

To begin the enrollment process, you must submit a complete Program application on our website. We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your Properties are unsuitable for the Program for any or no reason, including, but not limited to, inclusion of content or links to such material that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, violent or that:

If we reject your initial application, you may reapply by modifying or resubmitting a new application for review and acceptance into the Program.

2. Promotion of Affiliation

a. We will make available to you, as a Publisher in the Program, a variety of Links and Licensed Materials which, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your Properties as you desire. The Links and Licensed Materials will serve to identify one or more of your Properties as a member of our Program and will establish a link from your Properties to certain Sprizzy Properties.

b. In utilizing the Links and Licensed Materials, you will cooperate fully with us in order to establish and maintain the Links and Licensed Materials. You will not alter Links (or their content) or Licensed Materials in any way unless we provide this option through the affiliate program. You will display in your Properties only those graphic or textual images (indicating a Link) and Licensed Materials that are provided by us, and you will immediately substitute such images with any new images that we provide from time to time throughout the term of this Agreement. Each Link connecting your Properties to the pertinent area of our Properties will in no way alter the look, feel or functionality of our Properties.

c. You will comply with our requirements for removing Links and Licensed Materials on a timely basis. Any Links or Licensed Materials that promote deals or prices with an expiration date or that are time sensitive must be removed from your Properties upon expiration of the promotion or time period. We are not required to pay you any commission for sales made via a Link referencing an expired promotion or other deal. Failure to remove expired Links or Licensed Materials may lead to your termination as a Publisher in our sole discretion.

d. You may promote only those Sprizzy Offers that Sprizzy has made available to you through our affiliate program. 

 

e. You may not act as or present yourself as a reseller of any product sold or otherwise acquired from Sprizzy (unless you sign up as an official partner).  Affiliate status is considered as a Referral Partner, not an official partner.  

f. You will not post any promotional offers, advertised prices or any other information generated by or relating to Sprizzy (regardless of origination of such information) for posting on Publisher Properties prior to the date and/or time identified by Sprizzy as the start date/time for the posting of such information, or keep any such information posted on your Properties after the end date and/or time identified by Sprizzy.

g. If you donate any portion of your commission to any school, foundation or other charitable organization you may not state or imply that Sprizzy endorses such activities or is in any way responsible for the inclusion or donation of funds to any schools, foundations or charities associated with you.

h. Failure to abide by the terms set forth in this Section 2 will be a material breach of this Agreement, which may result in commission payment reductions as set forth in Section 5.e.

3. Publisher Identification

As a participating Publisher in the Program, you must display a graphic (which we will provide via our affiliate program) indicating your relationship to Sprizzy.

4. Our Responsibilities

We will provide the information necessary to allow you to make appropriate Links from your Properties to our Properties. We will be responsible for: (i) processing every order placed by a customer following a special Link from your Properties; (ii) tracking the volume and amount of sales generated by your Properties; and (iii) providing information to you regarding sales statistics via the our Affiliate Publisher Dashboard upon your acceptance as a Publisher in the Program. Our order processing obligations will include order entry, payment processing, performance of services, cancellations, refunds and related customer service.

5. Commission Determination

a. You are only eligible to earn commissions on Qualifying Purchases occurring during the Term subject to the terms of this Agreement that are: (i) made via the intentional click by a Customer of a Qualifying Link that can be tracked and reported on through the use of our tracking technology and/or methodology during an active Session; (ii) made by new customers to the Sprizzy platform (referring existing customers will not qualify for a commission); and (iii) for which Sprizzy has received full payment that is not subject to bad debt or other chargebacks. We will not owe you any commissions for orders that are refunded, and we may deduct and exclude these refunds from commissions calculations on an ongoing basis, at least monthly.

b. Sprizzy may in its sole discretion modify the list of Eligible Products, Product Categories (including associated commission percentage rates). The changes will be effective as of the date they are posted within the Affiliate Publisher Dashboard.

c. Calculation Method. We do not guarantee a minimum or maximum monthly commission payment amount. We will calculate commission payment(s) based on the commission percentage rate for each applicable Product Category as set forth in the Affiliate Publisher Dashboard.

d. All determinations of Qualifying Purchases and whether a commission payment is payable will be made by Sprizzy and will be final and binding.

e. In the event you fail to abide by the terms set forth in this Agreement governing the use of Sprizzy Offers, Links and Licensed Materials (including but not limited to the posting of other Sprizzy offers and certain information to the disadvantage of Sprizzy on your Properties), we may reduce unpaid commissions otherwise payable under this section as follows:

(i) Sprizzy is not required to pay any commissions on sales of any product where the sale was completed through an error or anomaly on a Sprizzy Property related to any information posted on the website or property associated with the Qualifying Link.

(ii) Commissions otherwise payable to a Publisher for any month will be forfeited where information prohibited by this Agreement is posted to the website or property associated with the Qualifying Link, regardless of whether any Qualifying Purchases occurred, and we may, in our sole discretion, terminate your account immediately.

6. Commission Payments

Approximately sixty (60) days following the end of each calendar month and only when the amount due to publisher is at least $50. Any balance of commission balance of less than $50 will carry over to the next payment period until the minimum is reached. Sprizzy will pay to you all commission payments owed by us to you in accordance with your Publisher Membership Agreement entered into between you and us. In the event that the affiliate program makes a payment to you that did not take into account all applicable Deductions or that was otherwise incorrect, we may offset the Deductions against any commission payments we owe you from the next monthly payment schedule. If no future monthly commission payment is due, you will pay to Sprizzy any amounts you owe within thirty (30) days of receiving written notification thereof. 

7. Policies/Pricing/Product/Service Descriptions

Customers who buy products from a Sprizzy Property through the Program will be deemed to be customers of Sprizzy. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, privacy, and Sprizzy product and service sales will apply to those customers.

We may change our policies and operating procedures at any time. For example, we may determine the prices to be charged for products sold through a Sprizzy Property under the Program in accordance with our own pricing policies. 

8. Publicity

Except as expressly authorized in this Agreement, you will not create, publish, distribute, or permit any written material that makes reference to Sprizzy without first submitting such material to us and receiving our written consent.

9. License

a. WE GRANT YOU A NONEXCLUSIVE, NONTRANSFERABLE, REVOCABLE RIGHT DURING THE TERM TO (i) ACCESS ONE OR MORE OF OUR PROPERTIES THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE Sprizzy DEVELOPER CONTENT AND THE APPLICABLE LICENSED MATERIALS, FOR THE SOLE PURPOSE OF LINKING ONE OR MORE OF YOUR PROPERTIES TO ONE OR MORE OF OUR PROPERTIES, WHERE YOUR USERS CAN PURCHASE PRODUCTS FROM OUR PROPERTIES. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. WE RESERVE ALL OF OUR RIGHTS IN THE LICENSED MATERIALS. YOU ACCEPT THESE RIGHTS AND LICENSES SUBJECT TO THE TERMS AND CONDITIONS IN THIS AGREEMENT.

b. You acknowledge Sprizzy's ownership in its Licensed Materials, agree that you will not do anything inconsistent with Sprizzy's ownership and that all of your use of the Licensed Materials will inure to the benefit of and be on behalf of Sprizzy, and agree to assist Sprizzy in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not attack the title of Sprizzy to the Licensed Materials or the validity of the Licensed Materials or this Agreement.

c. You agree that the nature and quality of all your Properties used by you in connection with this Agreement and all related advertising and promotions will conform to high standards of quality and will not impugn the goodwill of Sprizzy or the Licensed Materials. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light.

d. You will not use, register or seek to register any trademark, service mark or domain name that contains any words that may be confusingly similar to any Sprizzy Property (for avoidance of doubt, including the properties of any Sprizzy parent, subsidiaries, or affiliates), including, but not limited to, the words "Sprizzy.com," and "Sprizzy," If you do, you will transfer the registrations, at your expense, to Sprizzy.

10. Obligations Regarding Your Properties

a. You are solely responsible for, and we have no liability for, the development, operation, or maintenance of your Properties, or for any materials contained on your Properties.

b. You agree that your Properties will not, in any way, copy or resemble the look and feel of our Site, nor will you create the impression that your Properties are our Properties or are a part of our Properties, nor will you frame any page on a Sprizzy Property being viewed by a user of your Properties who links to the Sprizzy Property through a Link.

c. You agree that your Properties do not currently contain and will not contain any content, or links to such material, that is in any way unlawful, harmful, threatening, harassing, defamatory, obscene, or violent as more fully set forth in Section 1 (Enrollment).

d. You also agree that your Properties will not contain any content from our Properties or any materials that are proprietary to Sprizzy, except with our prior written permission, or to the extent that materials are obtained by you strictly in accordance with the provisions of this Agreement. You agree not to purchase or otherwise contract with any third party to exploit any of the Sprizzy marks for the purpose of causing your Properties to appear as a search result in any search engine or for any other reason.

e. You agree that your Properties will not use any form of mass e-mail communication ("spam") as a marketing tool for any purpose related to this Agreement and that any other mass e-mail generated by you or your Properties will conform in all respects with all applicable local, state and federal laws, regulations and rules, including the CAN-SPAM Act.

f. You must clearly state an online privacy policy on your Properties that accurately and adequately explains how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including Sprizzy and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers.

g. You may not use any downloadable software to initiate tracking in connection with the Program; this includes, but is not limited to, toolbars, add-ons, and plug-ins. You may not redirect links to hide or manipulate their original source. You may not install spyware on another person's computer, cause spyware to be installed on another person's computer, or use a context-based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on a website in a way that interferes with a person's ability to view that website. You may not use software to overtake a referral through a paid search engine advertisement, regardless of whether or not the advertisement was related to another publisher in connection with the Program.

h. You may not scrape data from or spider any Sprizzy Property without the prior written approval of Sprizzy.

i. When promoting Sprizzy via external paid search engines, which may include, but are not limited to, entities such as Google, Yahoo! and MSN, you will comply with the following: (i) you must not give the impression that you are, or represent, Sprizzy, through use of phrases such as 'Official Site'; (ii) you must not bid on select trademarks and brand names designated by Sprizzy, including but not limited to: "Sprizzy™" and "Sprizzy.com®"; (iii) you must not outbid Sprizzy for top placement on select trademarks and trade names designated by Sprizzy, including but not limited to: Other Sprizzy properties which will be listed here as they are launched (so far no others exist as of this time) (iv) you must not target the brand names of any entities that are direct competitors of Sprizzy, or otherwise engage in marketing practices that are illegal or violate the rights of any third party; and (v) you must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading.  You agree that, following notice from Sprizzy that you will promptly remove any search listing containing copy and/or creative components that Sprizzy, in its sole discretion, deems inappropriate for any reason.

11. Termination

a. You may terminate this Agreement at any time, with or without cause, by emailing steven.h@sprizzy.com.

b. Sprizzy may terminate this Agreement immediately at any time for (i) your breach of this Agreement or of the Publisher Membership Agreement, or (ii) without cause for any reason by deleting your Affiliate Publisher Dashboard.

c. Upon termination for purposes of reconciling commission payments owed to you against Deductions and other amounts owed by you to Sprizzy, if applicable, Sprizzy may withhold commission payments during the Reconciliation Period. We will pay to you any final commission payments following the close of the Reconciliation Period.

12. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion by providing you notice via email by informing you yo read the new terms and conditions on the website (linked in email). Modifications may include, but are not limited to, changes in the scope of available commissions and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program by accepting a new Program Term with updated terms and conditions will constitute binding acceptance of the change.

13. Relationship of Parties

You and Sprizzy are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any representations regarding the association of Sprizzy with you.

14. Disclaimers

Sprizzy MAKES ANY REPRESENTATION THAT THE OPERATION OF THE Sprizzy PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE, AND Sprizzy WILL NOT BE MADE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

15. Representations and Warranties

You represent and warrant to us that: (i) you have the right and authority to enter into this Agreement and perform your obligations under the Agreement; (ii) you are the sole and exclusive owner of the Publisher trademarks and have the right and power to grant to us the permission to use your trademarks in the manner provided for in this Agreement; and (iii) you are an adult of at least 18 years of age.

16. Confidentiality

You agree that all customer information related to the Sprizzy Program belongs to us. You agree to protect as secret all Information, not to disclose Information to any third parties, and not to use Information for any purpose other than the purposes of this Agreement. You agree to protect Information using methods at least as protective as those you use to protect your own information of a confidential nature, but in no event, using less than a standard of reasonable care.

17. Limitation of Liability

Sprizzy WILL NOT BE MADE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU WAIVE ALL RIGHTS TO ANY CLAIMS FOR ANY SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF Sprizzy WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

18. Indemnification

You will indemnify, defend and hold harmless Sprizzy and its and their directors, officers, employees, and shareholders, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees, ("Losses") insofar as such Losses, or actions in respect of Losses, arise out of or are based on (i) any claim that our use of Publisher trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you; or (iii) any claim related to your Properties, including, without limitation, claims regarding content on your Properties.


19. Acts of God

Sprizzy's performance under this Agreement will be excused to the extent that its performance is hindered, delayed or made commercially impractical by causes beyond its reasonable control.

20. Governing Law, Jurisdiction and Venue; General Provisions

This Agreement will be governed by the laws of the United States and the State of California, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in the federal or state courts located in Mount Laurel, New Jersey, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.

 

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