Affiliate Terms and Conditions
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
By submitting an application, you are agreeing to be bound by the terms and conditions below. These terms and conditions form the "Agreement".
The Agreement is a legally enforceable contract between Empire Supplies ("ES", "we" "our" or "us") a business unit of Systematrix Pty Ltd and "you”, “affiliate”, the company or person named in the application.
BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. If you do not want to be bound by the Agreement, you must not submit an application.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Empire Supplies’ Affiliate Program. The purpose of this Agreement is to allow you to sell our products to consumers. Please note that throughout this Agreement, "we," "us," and "our" refer to Empire Supplies, and "you," "your," "yours" and “affiliate” refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrolment process, you will complete and submit the online application at empiresupplies.com.au.
No paid access is required for participation in Empire Supplies’ Affiliate Program. Only Affiliates who have successfully completed the Empire Supplies’ Affiliate Program Signup process found on the Site may participate or use Empire Supplies and the Site.
Any Affiliate applying for an account with a free or disposable email address will be subject to a manual approval by Empire Supplies administrators.
The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your application, website, social media, blogs…etc is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "Empire" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Empire Supplies, empiresupplies.com.au or any other affiliated business.
2.2. As a member of Empire Supplies’ Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and codes. Please contact your Account Manager for further details.
2.3. Empire Supplies reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site and social media accounts will be your responsibility. We may monitor your site and social media feeds as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
2.6. Empire Supplies reserves the right to remove accounts that have remained unverified since creation or have not been accessed in up to 12 months.
2.7. You must notify us or reflect in your account if your website is no longer active or if your website becomes owned by someone else.
2.8. You must notify us immediately if you become aware, or suspect, any abuses or potential abuses of the Network.
2.9. All the expenses that you use to promote ES products as a affiliate such as social network, blog account etc should be your own responsibility.
2.9.1 When promoting the ES product, make sure you are follow the instructions. All broken links or mistake that you made which caused the affiliate commissions not been calculated properly, ES will not be responsible for that lost.
3. Empire Supplies Rights and Obligations
3.1. We have the right to monitor your site and social media accounts at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Empire Supplies Affiliate Program.
3.2. Empire Supplies reserves the right to terminate this Agreement and your participation in the Empire Supplies Affiliate Program immediately and without notice to you should you commit fraud in your use of the Empire Supplies Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Empire Supplies shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Empire Supplies’ Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Empire Supplies’ Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Affiliate Commissions and Payment
6.1. You will use the Empire Supplies Dashboard to set out how much commission is paid for each validated Transaction.
6.2. If you are due to be paid commissions; Empire Supplies has implemented a monthly payment schedule.
6.3. If you would like to withdraw the balance before the next pay date, please contact us so we may process the funds. This only applies should your account be equal to or exceed the minimum threshold for payment.
6.4. We will endeavour to pay any commissions owed to you within 7 - 30 days of receipt of your invoice and with respect to any payments owed to us of those commissions by the relevant Merchant.
6.5. Commission will be paid to you in Australian Dollars (AUD), irrespective of the reported currency from the merchant. You accept any currency conversion calculation that takes place is accurate and may include third party processing fees.
6.6. Empire Supplies’ Affiliate Program balances are combined across all domains that generate valid transactions and are not paid out on a domain by domain basis.
6.7. We will not make any payments which are less than a certain amount, also referred to as a "Minimum Threshold", AU $ 100. If you have total commissions which are less than the Minimum Threshold, they will be held to your account. When the total amount of commissions held to your account reaches the Minimum Threshold, those commissions will become payable. The amount of the Minimum Threshold may change from time to time.
6.8. If a previously sent payment is rejected by an Affiliate or unclaimed and requires to be resent using any one of the payment methods, a AU$15.00 'repeat reprocessing' administration handling fee will be charged to the Affiliate and deducted from the commission payment amount. Any costs incurred or associated with return of a payment will be deducted from the commission payment amount.
6.9. If we suspect you have generated commissions in breach of this Agreement or the terms set out by your respective merchant; you will, by way of future assignment, assign to us all of your rights and ownership in those commissions. This includes any commissions you have already been paid, which you will repay to us when we ask.
6.10. If we cannot get in contact with you using the contact details set out in your application or account settings, and:
a) we cannot pay you commissions because you have provided incomplete or incorrect payment information; or
b) you have not logged in to our website for 12 months
you waive your right to be paid those commissions and you assign (way of future assignment) all of your rights and ownership in any commissions which we are holding to your account.
6.11. If we are late paying your commissions, you cannot terminate this Agreement on the basis that the delay constitutes a breach of this Agreement.
6.12. You will not receive any interest on commissions held to your account.
6.13. Empire Supplies uses a third party to handle all of the tracking and payment. The third party includes Commonwealth Bank, Alipay, WeChat Pay and PayPal. Kindly review their payment terms and conditions. If you choose to use bank transfer, you will be responsible for any admin transaction fee and will be deducted from your commission before transfer.
7. Access to Affiliate Account Interface
You will create a password so that you may enter Empire Supplies’ secure affiliate account interface. From this site, you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions Empire Supplies could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Empire Supplies. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Empire Supplies so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Empire Supplies so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Empire Supplies. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Empire Supplies Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as empiresupplies.com.au, empires supplies, www.empiresupplies, www.empiresupplies.com.au, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Empire Supplies’ Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behaviour.
8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Empire Supplies’ service).
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Empire Supplies’ site (i.e., no page from our site or any Empire Supplies’ content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Empire Supplies site in IFrames, hidden links and automatic pop ups that open Empire Supplies’ site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
9. Affiliate Termination
9.1. Empire Supplies prohibits the use of adware software. Such websites, programs and users of adware software may not join Empire Supplies.
9.1.1. Empire Supplies reserves the right to refuse payment and terminate any such Affiliate account that Empire Supplies deems to be of such nature. The definition of adware software is entirely at the discretion of Empire Supplies.
9.2. Empire Supplies reserves the right to terminate an affiliate and not pay the accrued balance where the affiliate has been deemed to breach this Agreement or specified Merchant Terms and Restrictions.
9.3. Empire Supplies, in its sole discretion, may disqualify an Affiliate from participation in the use of any or all portions of the Site if such Affiliate engages in any conduct that Empire Supplies deems to be illegal, improper, unfair or otherwise adverse to the operation of the Site or detrimental to other users of the Site.
Such improper conduct includes, but is not limited to:
a) falsifying personal information required during account creation;
b) sending spam emails;
c) accumulating earnings or falsifying Merchant program expenditure through methods such as programming techniques or falsified information;
d) intentionally trying to defraud or otherwise tamper with the computer programs or Member information comprising the Site
9.4. Empire Supplies may void and refuse to pay/reimburse monetary sums that an Affiliate has earned or deposited and/or require the return of any monetary sums that an Affiliate may have accumulated if engaged or previously engaged in improper conduct.
9.5. Empire Supplies may also recover any outstanding fees owed by Affiliates using one or a combination of methods that include deductions to the Affiliates current balance.
9.6. Affiliates further acknowledge that the forfeiture of earnings or deposits shall in no way prevent Empire Supplies from pursuing other avenues of recourse such as criminal or civil proceedings in connection with such conduct.
9.7. Affiliates may voluntarily close or terminate their account with Empire Supplies. Doing so you waive your right to be paid any unpaid commissions below the minimum threshold and you assign (way of future assignment) all of your rights and ownership of any commissions which we are holding to your account.
9.8. You will not receive any commissions which are earned after the date of termination.
10. Trademarks, Copyrights and Proprietary Rights
10.1. You may not, however, distribute, modify, transmit, reuse, re-post, or use the content of the Site for public or commercial purposes, including the text and images without Empire Supplies’ written permission.
10.2. You should assume that everything you see or read on the Site is copyrighted unless otherwise noted and may not be used except as provided in this Affiliates Agreement or in the text on the Site without the written permission of Empire Supplies. Empire Supplies neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties.
10.3. Empire Supplies assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or downloading of any materials, data, text or images.
10.4. Any communication or material you transmit or post to the Site by electronic mail or any other method, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential, non-proprietary.
10.5. The Site may now, or hereafter from time to time, contain links to third-party Web sites. We do not control, investigate, monitor or check such Web sites, we are not responsible for the computer programs available from, content in or opinions expressed at such Web sites. We provide such third-party links only as a convenience to visitors of the Site, and the inclusion of a link does not imply approval or endorsement of the linked site by us. If you decide to leave the Site and access any third-party Web site, you do so at your own risk.
10.6. The trademarks and logos displayed on the Site are registered Trademarks of Empire Supplies and/or others. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Empire Supplies or such third party that may own the Trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in this Affiliate Agreement, is strictly prohibited. You are also advised that Empire Supplies will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
11. Grant of Licenses
11.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorise for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Empire Supplies’ Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Empire Supplies and the good will associated therewith will inure to the sole benefit of Empire Supplies.
11.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
EMPIRE SUPPLIES MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING EMPIRE SUPPLIES SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF EMPIRE SUPPLIES’ ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
13. Representations and Warranties
You represent and warrant that:
13.1. 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;
13.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
13.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
14. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL EMPIRE SUPPLIES’ CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Empire Supplies, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate 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 herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
16.1. All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
16.2. "Confidential Information" includes any information which is disclosed to you and marked or described as confidential. Confidential Information also includes any information disclosed to you and which ought reasonably to be treated as being confidential. Know-how, information about Merchants, data and software are all examples of Confidential Information. If you are unclear on whether any information disclosed to you is Confidential Information, you should ask us whether or not it can be disclosed.
16.3. By entering this Agreement, you consent to us publishing your name on our websites. You also consent to us publishing the information you provide to us on our websites, unless you notify us that that information is confidential or that information ought reasonably to be treated as being confidential.
16.4. You must not disclose any Confidential Information to any third parties and you must take all reasonable steps and precautions to prevent disclosure of Confidential Information. You must not use Confidential Information for any purpose other than enjoying your rights or fulfilling your obligations under this Agreement.
16.5. Confidential Information does not include any information which is publicly available, unless it has become publicly available because you have disclosed it. Confidential Information also does not include any information which you receive from a third party, unless that third party is breaching an obligation of confidentiality by disclosing it to you.
16.6. The disclosure of our Confidential Information may cause us harm which cannot be repaired, or may cause us losses which cannot be recovered or compensated. Therefore, if Confidential Information is disclosed in breach of this Agreement, or if disclosure of Confidential Information is threatened, you agree that we can obtain an injunction against you to prevent disclosure. Our right to an injunction is in addition to any other rights we may have to protect our Confidential Information. If the court grants us an injunction, you must pay all of our legal costs of applying for the injunction.
17.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Empire Supplies. 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 any other forms of communication or otherwise, that reasonably would contradict anything in this Section.
17.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
17.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
17.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
17.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
17.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
17.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
18. Agreement and Changes
18.1. The regulations, terms and conditions contained herein represent the complete, final and exclusive agreement between Empire Supplies and you, and supersede all prior agreements, representations and understandings between Empire Supplies and you.
18.2. This Affiliate Agreement may be terminated by Empire Supplies at any time. However, such termination does not affect the enforceability of the terms and conditions of this Agreement as they relate to acts and omissions during the period prior to such termination.
18.3. Empire Supplies reserves the right to change the terms and conditions or functionality of Empire Supplies at any time without notice. We will endeavour at all times to ensure affiliates have been notified when changes have been made to this Agreement. It is also agreed that after notification of Agreement changes, continued use of the Empire Supplies Network constitutes acceptance of this Agreement. If you do not agree with changes to our Agreement, you should cease promotion immediately and close their account.
18.4. You acknowledge that if any provision of this Agreement conflicts with any other rule, regulation, term or condition of the Site, the terms and conditions of this Agreement shall govern.
Last updated July 2017