TEMPDROP AFFILIATE PROGRAM TERMS AND CONDITIONS
These Terms and Conditions (the “Terms”) govern your participation in the Tempdrop Affiliate
Program (the “Program”) operated by Tempdrop Ltd. (“Tempdrop”).
“Affiliate” or “You” means an affiliate which has registered to the Program in accordance with these
Terms.
PLEASE READ THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS WHEN YOU REGISTERING TO
THE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE
TERMS, YOU MAY NOT REGISTER TO THE PROGRAM.
1. Definitions.
1.1. “Affiliate Code” means an Affiliate-unique discount code issued by Tempdrop through
which customers may obtain a discount on the purchase of Products (sales using Referral
Candy Codes are not applicable).
1.2. “Customer Purchase” means the purchase of a Product by a Referred Customer via the e-
commerce website href@@https://www.tempdrop.com/@ @@@https://www.tempdrop.com/@@href. Customer Purchases do not include any Customer
Purchase that have not been completed, have been cancelled or for which the applicable
Products have been returned to Company.
1.3. “Tracking Link” means an Affiliate-unique link issued by Tempdrop.
1.4. “Commission” means the amount paid by Tempdrop to the Affiliate for each Referred
Customer, at the rate determined by Tempdrop from time to time and notified to the
Affiliate in advance through the Dashboard or via email.
1.5. “Dashboard” means the dashboard made available to the Affiliate by Tempdrop and/or its
authorized service providers in connection with the Program.
1.6. “Products” means Tempdrop’s proprietary Tempdrop fertility monitor kit (Tempdrop1 or
Tempdrop2). For the avoidance of doubt, Products do not include any armbands, gift cards
or other accessories.
1.7. “Referred Customer” means a third-party customer (who is not the Affiliate) that has
engaged with Tempdrop for the purchase of Products via the Tracking Link or using the
Affiliate Code. Referred Customers do not include any individuals or entities which are
existing customers of Tempdrop.
2. Registration.
2.1. You may register to the Program by submitting a registration request form available at
href@@https://www.tempdrop.com/pages/affiliate-request@ @ @@@href@@href (“Registration Request”). Participation
in the Program is restricted to individuals who are 18 years of age or older. By submitting a
Registration Request, you represent and warrant that you meet such eligibility
requirements.
2.2. The registration process involves the provision of certain personal information (including
contact details). We will indicate the mandatory fields for completion. If you do not provide
the required information in these fields, you will not be able to submit a request to register
to the Program. Tempdrop may refuse to register any individual to the Program at its
reasonable discretion.
2.3. You are fully accountable for any outcome that may result from your failure to provide true,
accurate and complete details when signing-up to the Service. We reserve the right to
request additional information to verify your identity, during the registration process and
throughout your participation in the Program. If you fail to provide us with the requested
information, we reserve the right to suspend or terminate your participation in the Program.
3. Affiliate Obligations.
3.1. The Affiliate shall promote the Products through the Affiliate’s marketing channels, and will
refer those that have expressed interest in the Products, to Tempdrop, using the Tracking
Link and/or Affiliate Code.
3.2. The Affiliate undertakes and agrees:
3.2.1. Not to engage in any fraudulent, harassing, abusive or deceptive activities in
connection with its participation in the Program;
3.2.2. To conduct its activities relating to the Program in a manner that reflects favorably, at
all times, on the goodwill and reputation of Tempdrop and its products and services;
3.2.3. To make no false or misleading representations with respect to Tempdrop or its
products and services, including with respect to the specifications, features or
capabilities thereof;
3.2.4. To keep abreast of the latest information related to Tempdrop’s products and
services, which are reasonably necessary to properly promote them;
3.2.5. To not represent itself as an agent of Tempdrop, commit Tempdrop to any contracts
or incur any obligation or liability whatsoever on behalf of Tempdrop for any purpose,
except as expressly permitted in these Terms;
3.2.6. To comply with all applicable laws, rules and regulations relating to the Affiliate’s
participation in the Program and promotion of the Product, including, without
limitation, in connection with any posts or other content published by the Affiliate
when promoting the Product on third party social media or other platforms;;
3.2.7. To comply with these Terms and any Program guidelines and rules issued by
Tempdrop from time to time;
3.2.8. To not use inappropriate or offensive language, defamatory content or any otherwise
morally or legally objectionable content in Affiliate’s posts, ads or other marketing
materials and activities.
3.3. Tempdrop will provide to Affiliates pre-approved materials and content for them to use and
post on the affiliate marketing channel accounts and platforms (“Tempdrop Marketing
Materials”). Affiliates may also create their own content and marketing materials, provided
that such content and marketing materials are not in breach of these Terms or any Program
guidelines and rules issued by Tempdrop from time to time.
4. Customer Purchases.
4.1. Tempdrop reserves the right, at its sole discretion at any time and without prior notice, to
change its products and services.
4.2. Any transaction and/or engagement between Tempdrop and any Referred Customer,
including, without limitation, the terms and fees for such engagement, shall be at
Tempdrop’s sole and absolute discretion. Nothing herein shall be deemed to obligate
Tempdrop to accept and/or complete any purchase of Products or other transaction with
any Referred Customer.
4.3. The provision of any discount to any Referred Customer through the Affiliate Code and/or
Tracking Link shall be made in Temdrop’s sole and exclusive discretion. Tempdrop may, at
any time and at its sole discretion, change the discount rate provided through the Affiliate
Code and/or Tracking Link and will inform the Affiliate if it does so.
The Affiliate Code or Tracking Link used by a Referred Customer at the time of the purchase
will be final and cannot be altered retroactively.
5. Commission.
5.1. Subject to these Terms, Tempdrop shall pay the Affiliate the Commission for each Customer
Purchase made during the term of these Terms. The Commission is the sole and exclusive
amount to which the Affiliate shall be entitled in connection with any Customer Purchase
and its participation in the Program.
5.2. The Affiliate is solely responsible for declaring and paying all taxes, duties and charges
imposed by law on any amounts payable by Tempdrop hereunder including sales and use
tax, value added tax or any other tax whether imposed directly or through withholding,
other than taxes imposed solely on the basis of Tempdrop’s income. The Affiliate shall file all
tax filings required under any applicable law and shall provide Tempdrop tax certificates or
authorizations reasonably requested by Tempdrop. Tempdrop may charge the Affiliate for
such taxes, deduct them from payments due to Affiliate, or have Affiliate reimburse
Tempdrop for such taxes.
5.3. Subject to Tempdrop’s receipt of the applicable purchase price for each Customer Purchase,
Tempdrop shall pay the Affiliate the applicable Commission in accordance with the payment
terms set forth on the Dashboard.
5.4. Tempdrop reserves the right to withdraw Commission eligibility from the Affiliate if
Tempdrop reasonably believes the Affiliate has violated these Terms or any applicable
Program rules or guidelines issued by Tempdrop in accordance with the terms hereof.
Furthermore, Tempdrop reserves the right to claim back any Commission already paid for
such activities.
5.5. Tempdrop may make pro rata adjustments from any subsequent payment of applicable
Commissions in an amount equal to any previously paid Commissions for Customer
Purchases that receive a refund within the refund period applicable under Tempdrop’s
refund policy with the Customer Purchase.
5.6. The Affiliate is obliged to keep all their contact details up to date in the Dashboard so that
they can receive all necessary correspondence and in order to receive payments. All
payments made to the Affiliate must be accepted within 7 days or the payment may be
forfeited (as determined in Tempdrop’s sole discretion). Tempdrop has the right to cancel
any payments which (i) the Affiliate has failed to accept for a period of more than ninety
(90) days, and/or (ii) which otherwise cannot be completed for a period of more than ninety
(90) days due to any failure of the Affiliate to maintain a valid payment method or any other
act or omission of the Affiliate (each a “Cancelled Payment”). For the avoidance of doubt,
the Affiliate shall not be entitled to, and Tempdrop shall not be obligated to make payment
of, any such Cancelled Payments. In the event of any repeated failure in making payment of
the Commission in accordance with the terms hereof, , Tempdrop reserves the right to
make any outstanding payments of the Commission via a Tempdrop gift card or other
methods, as may be determined by Tempdrop in its sole and absolute discretion.
6. Term; Termination.
6.1. Tempdrop may, at any time, terminate these Terms upon written notice and without any
liability to you, including, without limitation, in the event of any failure by Affiliate to satisfy
the applicable sale targets set out for each Affiliate in the Affiliate Program Guide provided
by Tempdrop to each Affiliate or as otherwise notified by Tempdrop from time to time.
Tempdrop will notify you in advance before such termination other than in the event of any
termination arising from your violation of these Terms.
6.2. You may request termination of your participation in the Program at any time and for any
reason by contacting Tempdrop at collaborate@temp-drop.com.
6.3. Sections 7 - 12 detailed below will survive any termination of these Terms.
7. Representations and Warranties. Affiliate represents and warrants that (i) it has the right and
full power and authority to enter into these Terms and participate in the Program; (ii) it will
comply, at all times, with all applicable laws and regulations in connection with its participation
in the Program; and (iii) it has no outstanding agreement or obligation that is in conflict with any
of the provisions of these Terms or the performance thereof, or that would preclude it from
complying with the provisions of these Terms.
8. Intellectual Property
8.1. All right, title and interest in and to the Products, Tempdrop Marketing Materials, Affiliate
Codes and any other products, materials and services of Tempdrop, including, without
limitation, all enhancements, modifications, all derivatives thereof and all intellectual
property rights associated therewith (collectively, “Tempdrop IP”), are and shall at all times
be solely and exclusively owned by Tempdrop. Except as expressly set forth herein, nothing
herein grants or assigns to the Affiliate any license, right, title, or interest in or to the
Tempdrop IP.
8.2. Tempdrop grants the Affiliate, during the term of these Terms, a limited, revocable, non-
exclusive, non-transferable, non-assignable, royalty-free license to use Tempdrop’s logo,
Tempdrop Marketing Materials and Affiliate Code (collectively, “Tempdrop Materials”),
solely for the purpose of the Affiliate’s promotional activities as part of the Program in
accordance with these Terms and any Program guidelines and rules issued by Tempdrop
from time to time. All use of the Tempdrop Materials, including, all goodwill arising
therefrom, shall accrue solely to the benefit of Tempdrop.
9. Third Party Services. In order to participate in the Program, the Affiliate may be required to
access and/or use certain third-party services, applications, sites or software, including, without
limitation, as part of the Dashboard (collectively, “Third-Party Services”). All use of any Third-
Party Services is subject to the applicable terms and conditions thereof (“Third Party Terms”).
Tempdrop is not responsible for and does not guarantee, warrant or make any representation as
to any Third Party Services, including, without limitation, the content, functionality, or availability
thereof. Tempdrop has no control over such Third-Party Services and all use of any Third-Party
Services is at the Affiliate’s own risk. The Affiliate hereby undertakes and agrees to comply with
any applicable Third Party Terms relating to the Dashboard or otherwise in connection with its
participation in the Program.
10. Indemnity. The Affiliate shall indemnify, defend and hold Tempdrop, and its directors, officers,
employees, independent contractors, and/or affiliates harmless (the “Indemnified Parties”) from
and against any and all costs, liabilities, damages, losses and expenses, including, but not limited
to, reasonable attorneys' fees resulting from or arising out of any claim, suit, action, arbitration
or proceeding brought by a third party against an Indemnified Party relating to: (a) the Affiliate’s
breach or alleged breach of any of its representations, warranties, covenants or obligations
hereunder; (b) the Affiliate’s breach of applicable law in connection with its participation in the
Program; (c) the Affiliate’s infringement or misappropriation of any intellectual property or other
rights of a third party; and (d) the Affiliate’s negligence or willful misconduct.
11. Limitation of Liability. TEMPDROP SHALL NOT BE LIABLE FOR OR ANY INDIRECT, INCIDENTAL,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF
REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO REPUTATION, LOSS
OF OR DAMAGE TO ANY PROPERTY OR MATERIALS, HOWEVER CAUSED, UNDER ANY CAUSE OF
ACTION AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL TEMPDROP’S
AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE TOTAL FEES PAID BY TEMPDROP
HEREUNDER TO AFFILIATE IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO THE LIABILITY.
12. Miscellaneous.
12.1. These Terms shall be governed by the laws of the State of Israel, without reference to its
conflict of laws rules. Any dispute, claim or controversy arising out of, connected with, or
relating to these Terms will be submitted to the sole and exclusive jurisdiction of the
competent court located in Tel Aviv, Israel. Notwithstanding the foregoing, the parties may
apply to any court of competent jurisdiction for temporary or preliminary injunctive relief.
12.2. These Terms constitute the entire agreement between You and Tempdrop regarding the
subject hereof and supersedes all other agreements, understandings and communications,
whether written or oral. If any provision of these Terms is held by a court of competent
jurisdiction to be unenforceable for any reason, such provision shall be interpreted to give
maximum effect to its terms as possible under law, and the remaining provisions hereof
shall be unaffected and continue in full force and effect.
12.3. Tempdrop may from time to time change these Terms. Changes will take effect seven (7)
days after their initial posting, unless Tempdrop amends the Terms to comply with legal
requirements. In such cases, the amendments will become effective immediately upon their
initial posting, or as required.
12.4. Nothing in these Terms creates any agency, employment, joint venture, or partnership
relationship between the parties.
12.5. You may not assign or transfer your rights and obligations under the Terms without
Tempdrop’s prior written consent.
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