This Agreement contains the complete terms and conditions that apply to your participation as a member of the Heartfelt Creations Affiliate Program.
To begin the enrollment process, you will submit a completed Affiliate Application through our website. Your request will be reviewed before becoming active in our program. We will evaluate your account in good faith to ensure you comply with all our rules and agreements. We may reject your account if we determine in our sole discretion that your site is unsuitable for the Program for any reason, including, but not limited to, if your site incorporates images or content that is unlawful, defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate illegal activity or promote violence or promote or assist others in promoting copyright infringement (collectively, "Content Restrictions").
As an affiliate website of Heartfelt Creations, you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site (the "Links"), however, you CANNOT SPAM. Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in your immediate termination from the Program and your forfeiting of monies otherwise due you here-under. Allowable promotional links may contain Heartfelt Creations's trade names, service marks, and/or logos for display on your Affiliate Site. Subject to the terms and conditions hereof, you are granted a limited, non-exclusive, non-transferable license to access and download such Links and other designated promotional materials for placement on your Affiliate Site for the sole and exclusive purpose of promoting websites owned, operated or controlled by Heartfelt Creations. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Link or Links. A Link may only be visually modified with our consent.
The current commission rate is 5% of any sales raised through your affiliate account. Commission sales are tracked for 30 days from the date of the initial contact.
Incentive commissions, and offering any form of incentive to obtain a sale is forbidden.
The commission rate is subject to change from time to time, upon e-mail notice to you and commencing the 30-days following such notice.
Commissions deemed due and owed to you under the affiliate program will be paid to you directly by Heartfelt Creations after any holding period and in accordance with a regular payout cycle established by Heartfelt Creations. No commission will be paid for sales generated by you, your household, or anyone within your organization. We reserve the right to cancel any of your affiliate transactions.
Affiliates must earn a minimum affiliate account/transaction balance of $20 (twenty dollars) or more before their account is eligible for payment. Commission amounts earned for less than $20 (twenty dollars) will remain pending until the full $20 (twenty dollar) minimum balance has been earned. All transactions still pending due to the minimum payment threshold must remain active and in good standing according to our TOS requirements in order to be eligible for payment.
Taxes/Address Changes: It is Your responsibility to provide Heartfelt Creations with the tax and payment information required to issue a Commission Fee to You. If Heartfelt Creations does not receive the necessary tax or payment information within 120 days of a Commission Fee being earned, Heartfelt Creations will consider that Commission Fee to be forfeited by the Affiliate, and no payment will be issued. Each Affiliate is required to submit a W9 tax form before Heartfelt Creations will issue any Commission Fees.You are responsible for the payment of all taxes related to the commissions you earn under this Agreement. In compliance with tax laws, Heartfelt Creations will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable amount warranting the Form 1099. You will be required to provide us with proper address, tax forms (including W9 or other tax forms) or information within two (2) days of any request issued by Heartfelt Creations to issue a Form 1099. Any address changes must be made in the Affiliate profile on the Heartfelt Creations website at least 5 business days prior to the end of the calendar month in order for Commissions for the month to be sent to the revised address."
You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.
Heartfelt Creations expressly requires you to disclose that there is a "material connection" between you and Heartfelt Creations, in accordance with the Federal Trade Commission guidance as outlined here. Such disclosure should be clear and prominent, meaning close to the endorsement or testimonial.
In addition to the foregoing, we will immediately terminate your participation in the Affiliate Program if we believe you have engaged in any of the following:
You are required to comply with the following rules when bidding on keywords on any paid search engines or social media site, including without limitation, Google, Yahoo/Bing, Twitter and Facebook:
All materials, including without limitation, ad copy, coupons, and promotions on your Affiliate Site must accurately represent active and valid promotions. For example, you may not display an ad on your Affiliate Site for a promotion that has expired. We continue to monitor all paid searches. If you are determined to be in violation of this section your participation in the program may be terminated.
The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address on our records, is considered sufficient notice for to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commissions payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.
You and Heartfelt Creations 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 statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You are not an agent of Heartfelt Creations and Heartfelt Creations expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.
We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.
You hereby represent and warrant to us that 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; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you. Should any law enforcement agency or internet service provider provide Heartfelt Creations with notice that you have engaged in transmission of unsolicited bulk e-mails or have otherwise engaged in unlawful conduct or conduct in violation of said service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.
You hereby agree to indemnify, defend and hold harmless Heartfelt Creations, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party; (ii) the breach of any promise, covenant, representation or warranty made by you herein; or (iii) or any claim related to your site.
This Agreement will be governed by the laws of the United States and the State of Indiana, without reference to rules governing choice of laws. Heartfelt Creations will be the sole and final arbitrator for any and all disputes or claims related to the validity of sales. Terminated accounts cannot later apply to the Program without our express written consent. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. 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 provision or any other provision of this Agreement.
By participating in this affiliate program, you agree to binding arbitration for any disputes or claims that arise against Heartfelt Creations Inc. or its subsidiaries in conjunction with this program. An arbitration firm selected by Heartfelt Creations Inc. will be the sole and final arbitrator for any and all disputes or claims related or resulting from participation in this program. All decisions rendered are final. You also are responsible for any and all costs related to such arbitration.
Revised: August 6th 2018