AcousticSheep Affiliate Program Legal Information
Termination. The goal of our affiliate program is to partner with influencers and/or original content creators (such as artists and writers) who drive sales at our website through their own platform(s). We reserve the right to grant, reject, and terminate the affiliate relationship at any time, for any or no reason whatsoever. We may need to exercise our rights at anytime for any or no reason. Examples of affiliate relationships we will terminate include if the affiliate participates in spamming, trolling, hate rhetoric, or fraud. If an affiliate is linked to an excessive number of returns or customer service issues, the relationship may also be terminated.
Intellectual Property. Affiliates are granted a non-exclusive, limited, revocable right to use SleepPhones trademarks, images, and copyrighted materials. All intellectual property rights will remain the exclusive property of SleepPhones. If the affiliate relationship is terminated, we may request the affiliate to remove all references to SleepPhones. The affiliate must comply within one week of the request.
Payment. We reserve the right to change the commission rate and structure at any time. We reserved the right to withhold payment from affiliates for any or no reason. Payments are sent via PayPal. Bidding on “SleepPhones” terms in digital advertising is not allowed. Sharing coupon codes on coupon collection sites is not allowed. If we offer you a coupon, we expect you to share it just with your audience.
Affiliate Indemnification. Subject to the terms and conditions hereof, affiliate shall indemnify, defend and hold harmless AcousticSheep LLC and its officers, managers, members, employees, agents, other affiliates, successors and assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under the terms and provisions hereof and the cost of pursuing any insurance providers, incurred by Indemnified Party, arising out of or resulting from the acts or omissions of the affiliate or anyone under the control or supervision of the affiliate.
Limitation of Liability. NEITHER ACOUSTICSHEEP LLC NOR ITS REPRESENTATIVES IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, ARISING OUT OF OR RELATING TO ANY BREACH OF THE TERMS AND CONDITIONS HEREOF, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY AFFILIATE OR COULD HAVE BEEN REASONABLY FORESEEN BY THE AFFILIATE, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Maximum Liability. ACOUSTICSHEEP LLC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ITS RELATIONSHIP WITH THE AFFILIATE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED TWO (2) TIMES THE TOTAL OF THE AMOUNTS PAID TO AFFILIATE PURSUANT TO THE TERMS AND CONDITIONS HEREOF IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Governing Law. The provisions contained herein, and the application and interpretation hereof, shall be subject to and governed exclusively by its terms and by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions. The affiliate and AcousticSheep LLC agree that proper jurisdiction and venue for resolution of any and all disputes hereunder shall be exclusively in the Court of Common Pleas for Erie County, Commonwealth of Pennsylvania and/or the United States District Court serving such County.
Compliance with Laws. The affiliate shall at all times comply with all laws applicable to the provisions hereof.
Relationship of Parties. Nothing herein creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the affiliate and AcousticSheep LLC. The affiliate is an independent contractor pursuant to the provisions hereof. Neither AcousticSheep LLC nor the affiliate has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other or to bind the other to any contract, agreement or undertaking with any third party.
Entire agreement; Severability. This Agreement contains the entire understanding of the parties and supersedes and merges all prior and contemporaneous agreements and discussions between the parties. Any and all representations or agreements by any agent or representative of either party not contained in this Agreement shall be null, void and of no effect, including but not limited to representations as to the performance or conduct of AcousticSheep, the projected income to be earned by Affiliate, or any other matter pertaining to this Agreement, its performance or the Products. Any amendments or modifications, in order to be effective, must be in writing and signed by both parties hereto by a duly authorized officer or other representative.
UPON RECEIPT OF YOUR AFFILIATE LINK, AFFILIATE MANIFESTS ITS/YOUR ASSENT TO THE TERMS AND CONDITIONS HEREOF. BY SIGNIFYING YOUR ASSENT YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS HEREOF TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THEM.