ICREOS Affiliate Agreement
TERMS AND CONDITIONS
THESE AFFILIATION PROGRAM TERMS AND CONDITIONS (the “Agreement”) set forth the terms of participation in the Affiliation Program of ICREOS Corp. a company with principal offices located at 1013 Centre Road, Wilmington, Delaware 19805 USA (together with its affiliated companies - “ICREOS” or the “Company”). A participant in the ICREOS Affiliation Program is hereinafter referred to as “Affiliate” or “you”.
General.
WELCOME TO ICREOS!
1.1. THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT APPLY TO AFFILIATE’S PARTICIPATION IN THE ICREOS AFFILIATION PROGRAM (THE “PROGRAM” OR “AFFILIATION PROGRAM”). CAREFULLY READ THESE TERMS AND CONDITIONS, WHICH REPRESENT A LEGALLY BINDING AGREEMENT BETWEEN ICREOS AND YOU. YOU MUST AGREE AND ACCEPT THE TERMS OF THIS AGREEMENT IN ORDER TO BECOME A ICREOS AFFILIATE.
1.2. BY CLICKING “I AGREE” BOX ON THE APPLICATION, YOU AGREE TO SIGN UP TO BE AN AFFILIATE IN THE AFFILIATION PROGRAM AND CERTIFY THAT
1.2.1. YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENTS; AND
1.2.2. YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ALL DOCUMENTS, POLICIES AND PROCEDURES INCORPORATED HEREIN BY REFERENCE AND ANY POSSIBLE FUTURE AMENDMENT THEREOF OR ADDITIONS THERETO; AND
1.2.3. YOU HAVE NO CONFLICT OR OTHER RESTRICTIONS IN ENTERING OR PERFORMING THIS AGREEMENT OR ANY PART THEREOF, INCLUDING RECEIPT OF ALL THE APPLICABLE APPROVALS REQUIRED UNDER THE APPLICABLE LAW FOR THE PERFORMANCE OF THIS AGREEMENT BY YOU.
1.3. VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY OTHER DOCUMENT INCORPORATED INTO THIS AGREEMENT BY REFERENCE WILL RESULT IN THE IMMEDIATE TERMINATION OF YOUR PARTICIPATION IN THE PROGRAM, WITHOUT ANY NEED TO INFORM YOU IN WRITING, AND FOR FORFEITURE OF ANY OUTSTANDING AFFILIATE FEE PAYMENTS EARNED DURING THE VIOLATION. YOU AGREE TO PARTICIPATE IN THE PROGRAM AT YOUR OWN RISK AND EXPENSE.
Definitions
For purposes of this Agreement, the following terms shall mean:
2.1. “Ad(s)” means anchor text, banners, button links, text links, graphic, or other video material that ICREOS makes available to Affiliate and that is used for linking from the Affiliate Site to ICREOS Site.
2.2. “Affiliate Application” means the application submitted by an Affiliate to participate in the Program, as contained in the ICREOS Site.
2.3. “Affiliate Fee” or “Fee” or “Referral Fee” or "Affiliate Commission" or "Commission" means the approved and undisputed amount due and payable one time only to an Affiliate in accordance with the Referral Fee/Commission Plan.
2.4. “Affiliate Site” means websites owned, controlled or used by Affiliate, on which the Affiliate will place its links to ICREOS Site.
2.5. “Affiliation Term” the term of the activity of an Affiliate as a participant in the Program commencing upon approval of Affiliate’s participation and ending according to the provisions of Section 12 below.
2.6. “Affiliation Transaction” means a purchase by a Referred User (referred to ICREOS through Affiliate's Tracking Codes or Coupons) of an ICREOS Online Store Product.
2.7. “Affiliation Transactions Per Month” means the aggregate number of Affiliation Transactions during each calendar month.
2.8. “Content Restrictions” has the meaning ascribed to it in Section 3.3 herein.
2.9. “Upgrade Requirements” means such requirements set forth by ICREOS at its sole discretion and specified in the Affiliate's Dashboard, for determining an Affiliate's successful conversion into a High-level Affiliate.
2.10. “Dashboard” means a dedicated online interface made available by ICREOS to participants of its Affiliation Program, through which the Affiliate may manage and monitor its participation in and performance under the Affiliation Program.
2.11. "Designated Links" means links to the ICREOS' Site, which are placed on the Affiliate's Site pursuant to ICREOS instructions and which properly use a specially tagged URL link containing a Tracking Code the format of which is provided by ICREOS.
2.12. “Fraud Traffic” means any deposits or traffic generated at the Affiliate Site(s) and/or via the Affiliate’s activity through illegal means or in bad faith or with the intent to defraud the Company, regardless of whether or not it actually causes harm to the Company. Fraud Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Fees, directly or indirectly, with Users, and any other unauthorized use of any third-party accounts, copyrights or trademarks.
2.13. “Intellectual Property Rights” means copyrights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.
2.14. “License” has the meaning ascribed to it in Section 4.3 herein.
2.15. “Minimum Transaction Requirement” means the number of Affiliate Transactions Per Month that is defined by ICREOS as the minimal number of Affiliation Transactions each Affiliate is required to achieve in order to continue participating in the Affiliation Program.
2.16. “Non-Active Affiliate” has the meaning ascribed to it in Section 10.2 herein.
2.17. “Opt-Out Request” has the meaning ascribed to it in Section 6.3 herein.
2.18. “Referral Fees Plan” or "Affiliate Commission Plan" or "Master Apprentice Affiliate System" or "Master Apprentice Affiliate Plan" means an Affiliate Commission plan/system where Affiliate shall be paid for, the Commission Rate is depended on Affiliate's Referral Sales Volume of previous calendar month, in accordance with the Fees specified in the Dashboard.
2.19. “Referred User” means a user that bought ICREOS product(s), through the Affiliate's Tracking Codes from the Affiliate Site, email, or other communications.
2.20. “ICREOS Coupons” or "Coupon(s) Code" or "Coupon" means such special discounts or other special benefits which ICREOS may determine to apply to certain Discount offers, every Affiliate will get a Unique Coupon Code.
2.21. “Sponsored Link” means a link offered, created, or displayed for a fee (whether on a “cost-per-click” basis, commission, or any other commercial arrangement) by any internet search engine, portal, sponsored advertising service or other search or other referral service which uses search terms or keywords to identify, draw attention to, or direct internet traffic to an internet site.
2.22. “Tracking Code(s)” means specific unique code(s) that ICREOS will provide the Affiliate to track the traffic and users which arrive via the Affiliate activity (including but not limited, from the Affiliate Site). This Tracking code will be special “tagged” URL links to be used by the Affiliate in creating links to ICREOS Site. ICREOS tracks its users by cookies, which shall expire within thirty (30) days. If any users do not have cookies for any reason whatsoever (including if the applicable cookies have expired), such users will not be considered as Referred User of the Affiliate.
2.23. “User” means both Referred Users and Organic Users.
2.24. “ICREOS Marks” means, without limitations, ICREOS trademarks, service marks, trade dress, trade names, corporate name, logos and any other distinctive brand features used in or related to ICREOS’s business.
2.25. “ICREOS Site” means www.ICREOS.com and/or any other website as may be added by the Company, in its sole and absolute discretion, from time to time.
2.26. “ICREOS Product(s)” or "Product(s)" means the equipment, the cosmetics and the other auxiliary products marketed in the ICREOS Online Store.
2.27. "Party A" or “ICREOS” means ICREOS Corp., together with its affiliates, which including but not limited to, ICREOS Limited, ICREOS Co., Ltd. etc.
2.28. "Party B" or "you" means the member who voluntarily joins the ICREOS Affiliate Program, and agrees to promote Party A’s products according to this Agreement, also “ICREOS Affiliate”.
2.29 "ICREOS Affiliate Program" means a membership organization that allows ICREOS Affiliate to promote ICREOS products and obtain commissions according to this Agreement.
2.30. "ICREOS Affiliate" means any member(s) of the ICREOS Affiliate Program that use(s) the ICREOS Affiliate Program's services for promotion as well as any other affiliate(s) that recognize(s) and undertake(s) to observe these ICREOS Affiliate Program rules in any other way.
Rights and Obligations
3.1. Basic Relationship between the Parties
3.1.1 Party A is responsible for the development, production and quality management of Products;
3.1.2. Party B is willing to become a member of ICREOS Affiliate Program and promote the Product, and is willing to be binding to the ICREOS Affiliate Program's administrative system for ICREOS Affiliates' ranking.
3.1.3 As ICREOS Affiliate, Party B shall promote the Product only; Party B shall not represent Party A under any circumstance(s) without Party A's prior written authorization or approval.
3.2. Party A will authorize Party B to use Party A's authorized Images, authorized Videos, and other authorized materials to help Party B to create Promotion Advertisements or other Promotion Materials. But Equivalently, Party B will permit Party A to Cite Party B's Promotion Materials for Party A's Products Promotion purpose. In the event that any promotion advertisement produced by Party B, including but not limited to picture(s), word(s), music, infringes the intellectual property rights of any third party or cause any other loss, Party B shall be responsible for all resulting legal consequences.
Joining the Program.
4.1. To begin the enrollment process, the Affiliate shall submit a complete Affiliate Application via ICREOS Site. Affiliate must provide full, true and accurate information in the Affiliate Application. ICREOS will evaluate Affiliate’s Application in good faith and may notify him/her/it of its acceptance or rejection within Five (5) business days. Unless Affiliate received a clear written notice from ICREOS confirming his participation in the Program, Affiliate shall not be deemed to be part of the Program.
4.2. ICREOS may reject Affiliate Application if ICREOS determines, in ICREOS’s sole discretion, that the Affiliate Site or activities are unsuitable for the Program for any reason. If ICREOS accepts Affiliate Application and thereafter the Affiliate Site or activity is determined (in ICREOS’s sole discretion) to be unsuitable for the Program, ICREOS may terminate the Affiliate’s participation in the Program at any time.
4.3. Unsuitable Affiliate Sites or activities may include, but not be limited to, sites containing or activities related to illegal, offensive, abusing, infringing content, or which incorporate images or content that is, in any way, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethnically or otherwise objectionable, including without limitation, sites or activities that: promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights of any third party (collectively, “Content Restrictions”).
4.4. A rejection of an Affiliate Application by ICREOS shall not derogate from Affiliate’s right to reapply to the Program at any other time thereafter provided that the Affiliate complies with the provisions of this Agreement.
4.5. ICREOS shall not be required to provide any explanation for its rejection of any prospective Affiliate.
4.6. Once accepted to the Program, Affiliate hereby agrees to ICREOS: (a) sending from time to time to Affiliate emails and other communications regarding the Program, and (b) reviewing and monitoring the Affiliate Site to verify compliance with this Agreement
Tracking Codes and Ads.
5.1. To permit accurate tracking, reporting, and Referral Fees accrual, ICREOS will provide Affiliate with a specific Tracking Code. Affiliate must ensure that each of the links between its Affiliate Site and ICREOS Site properly utilizes the Tracking Codes provided to Affiliate.
5.2. Affiliate is not authorized to alter, modify, or change any of the Tracking Codes. Affiliate will only earn payments in accordance with the Referral Fees Plan. ICREOS will not be held liable to the Affiliate with respect to any failure by Affiliate to use such Tracking Codes. ICREOS will not be responsible for errors which may occur in the tracking of transactions if the Affiliate has made or caused any such modification to the Tracking Code. For the avoidance of doubt, the Affiliate will use the Tracking Code only for the purposes of the Program. Any other use of the Tracking Code will be considered void and subject to ICREOS sole discretion - shall be deemed as breaching this Agreement and will not entitle Affiliate to any Fee, which is based on such unauthorized use.
5.3. ICREOS hereby grants to Affiliate a non-exclusive, non-transferable, limited license to use the ICREOS Marks contained in the Ads provided to Affiliate by ICREOS for the sole purpose of this Agreement (the “License”). ICREOS will provide Affiliate with the necessary information to allow Affiliate to make appropriate Ads from the Affiliate Site to ICREOS Site. The affiliate may not use any of the ICREOS Marks in any manner other than as contained in the Ads. Furthermore, Affiliate may not modify any of the Ads in any way, whatsoever. The License shall expire upon the expiration or termination of the Affiliation Term.
5.4. Affiliate shall display the Ads in good taste, adjacent to any with the first or most prominent use of such Ads in a piece of advertising means, in which such Ads appear, subject to other requirements as ICREOS may from time to time impose and provide to Affiliate, including ICREOS trademark guidelines. The affiliate may not use the Ads and the ICREOS Marks contained therewith in a manner that, in ICREOS’s sole discretion, is disparaging or otherwise portrays ICREOS in a negative light. Affiliate shall have no other right, title or interest in or to the Ads and ICREOS Marks contained therewith other than as specified in the Limited License granted herein.
5.5. AFFILIATE WILL BE SOLELY RESPONSIBLE FOR THE CONTENT AND MANNER OF ITS MARKETING ACTIVITIES. ALL MARKETING ACTIVITIES MUST BE PROFESSIONAL, PROPER AND LAWFUL UNDER APPLICABLE RULES OR LAWS.
5.6. ICREOS may at any time, without prior notice, require the Affiliate to remove or modify the Ads, or dynamically replace the ICREOS creative or text with creative or text suitable to ICREOS in ICREOS’s sole discretion.
5.7. As between Affiliate and ICREOS, ICREOS shall own all right, title and interest, including all Intellectual Property Rights, in and to the ICREOS Site, the Program and ICREOS Marks.
5.8. Unique Coupon Code
5.8.1. The Unique Coupon is designed to be period of validity, Party B has a Valid Affiliate Account and fulfills the corresponding Level Requirements, the Party B's Coupon is Valid; as if Party B's affiliate account is terminated, Party B's Unique Coupon Code will Invalid at once.
5.8.2. Party A will generate a Unique Coupon Code to Party B for promotion usage, it is Exclusive for Party B; if Party B use any others' Coupon in Party B's promotions, the coupon generated sales will be calculated as the Coupon's owner, Party B will get no commission.
5.8.3. The Unique Coupon Code cannot be used in such Websites as, including but not limited in, any Discount Website, Deal Website, Coupon Website, if so, Party B will get no commission.
Commission
6.0. Party B may receive Commission A or/and Commission B or/and Commission C on the conditions that Party B promotes ICREOS Products successfully in accordance with this Agreement.
6.1. Commission Classification
6.1.1. Commission A (Basic Commission): if end-consumer uses the Unique Coupon of Party B by using a computer or handheld device, or, if in 90 days from the date when end-consumer clicks the promotion advertisement hyperlink produced by Party B by using computer or handheld device, and the webpage of ICREOS Online Store is successfully loaded in the internet explorer, the said end-consumer successfully purchases the Product, Commission A will be paid to Party B, according to the relative rate agreed by both Parties.
6.1.2. Commission B (Bonus Commission): Party B may have a bonus commission if the promotion is effective. Party A will evaluate the promotion activities carried by Party B, based on Sale Volume(Core KPI), click-through rate, market conditions and so on. Party A shall have the sole discretion to set and decide the method to calculate and pay the Bonus Commission to Party B. In order to avoid any divergent interpretations, Party A shall have the sole discretion to determine the terms and conditions of the Bonus Commission and to notify Party B any revision or termination of such Bonus Commission. No past experience or any other Affiliate’s amount of Bonus Commission shall be related to the Bonus Commission of Party B.
6.1.3. Commission C (Tuition Commission): if Party B becomes a Master, Master will benefit 10% of Party B Apprentices' Sales till the Apprentices Graduated.
6.2. Basic Principles for Calculation of Commission:
6.2.1. Commission A is calculated based on the Basic Commission Rate and the actual price that end consumers pay for any Product (excluding shipping costs).
6.2.2. Commission B is calculated based on the corresponding Level Bonus Rate and Total Party B Previous Month Sale Volume.
6.2.3. Commission C is calculated based on the Tuition Commission Rate and the Total Party B Apprentice's Sale Volume.
6.3. Commission Payment Details
6.3.1. Party A will do Account Checking of Party B Total Previous Calendar Month Sales on every 15th, when Party B confirmed the account was checking details, Party A will settle the commission within the next business day.
6.3.2. ICREOS Affiliate Commission starts to be calculated 15 days after the customer confirms receipt, assuming no refund has been requested during 14 days' return period.
6.3.3. If a major incident or Force Majeure affects the date of commission payment, Party A has the right to change the date of payment and will inform ICREOS Affiliates 3 days in advance.
6.3.4. ICREOS pays affiliates via a PayPal account and Bank Wire Transfer.
6.3.5. There is no Threshold to pay Party B via Paypal, the payment method via Bank Wire Transfer has a Threshold of $10,000 each transaction, and ICREOS will not pay for the bank wire transfer fees.
6.3.6. In no event will ICREOS pay to an Affiliate any Fees unless and until at least ONE (1) Conversion has occurred under Affiliates's account, and therefore in the event that the Affiliate has failed to reach at least ONE (1) Conversion by the Payment Day, any reached Conversion (and the Fees related thereto) shall be carried over and added to the next month's Affiliate Fees. In the event that the Affiliate fails to reach at least ONE (1) Conversions within a three (3) consecutive calendar months, then such Affiliate will be regarded as an Non-Active Affiliate, the Fees due to any Conversions and/or Affiliate reached until then will be voided and canceled, and ICREOS may terminate this Agreement with no liability, BUT ICREOS WILL PAY THE AFFILIATE IN FULL BEFORE ENDING THE AGREEMENT, whatsoever to Affiliate.
6.3.7. ICREOS will pay Affiliate Fees on Tracking Codes that are automatically tracked by ICREOS affiliation system and reported via the Dashboard. ICREOS will not pay Affiliate Fees unless the Tracking Code is tracked by ICREOS affiliation system and reported via the Dashboard.
6.3.8. All payments of the Affiliate Fees will be due and payable in United States Dollars only, except as otherwise determined by ICREOS in its sole discretion. Payment will be made against a valid invoice issued by Affiliate, through wire transfer or any other method chosen by ICREOS, in its sole discretion. Affiliate is responsible for providing ICREOS with full and accurate details as required for it to remit the Affiliate Fees, and shall be solely liable for any delay in payment resulting from its failure to duly and timely provide ICREOS with such details.
6.3.9. In the event of any activity deemed suspicious by ICREOS at its sole determination, ICREOS may delay payment of the Affiliate Fees to Affiliate for up to one hundred and eighty (180) days to verify the relevant transactions and in the event that ICREOS determines the activity to constitute Fraud Traffic, it shall recalculate or withhold the Affiliate Fees accordingly and in its sole discretion. It is hereby clarified that in any event that ICREOS shall determine that Affiliate is involved, directly or indirectly, in any fraudulent, deceptive, manipulative or otherwise illegal activity connected to ICREOS, including without limitation to the ICREOS Site, Tracking Codes and/or Users, ICREOS shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Tracking Codes assigned to such Affiliate inoperative, and immediately block Affiliate access to the Program, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against ICREOS, its directors, officers, shareholders or employees in respect of such action taken by ICREOS.
6.3.10. The Affiliate is responsible for the payment of all taxes applicable to the conduct of the Affiliate’s business. The payment to the Affiliate shall be subject to any withholding tax obligations applicable by law. It is agreed that the Referral Fees are inclusive of any and all taxes applicable by any law, including VAT.
6.4. Refund: If end-consumer requests a refund within 15 days after he/she confirms receipt of Product and has been successfully refunded, Party A will deduct the respective Commissions from the payable Commissions to Party B.
6.5. Cheating:
6.5.1. If Party B's promotional behavior goes against relevant regulations or is recognized as a violation behavior of ICREOS policy by Party A, Party A shall refuse to pay the Commissions payable to Party B, and Party B shall refund any Commissions paid by ICREOS for the month when such behavior happens.
6.5.2. If any disagreement arises, Party B shall provide evidence which includes but not limited to, the URL and website screenshots of the promotion link, to prove the behavior has complied with regulations or policy. Party A reserves the right to make the final decision.
6.6. If Party B and/or the end-consumer who purchases Product by clicking the promotion advertisement hyperlink produced by Party B, chooses to pay with coupons other than Unique promotion coupons which directly distributed by Party A to Party B, Party B will not receive any Commission.
7.I. ICREOS Standard Affiliate Program
7.I.1. How To Join ICREOS Standard Affiliate Program
A. Party B has Applied for joining ICREOS Standard Affiliate program.
B. Party B Pass Party A's Audit
C. Party B Gets Standard Affiliate Membership and Standard Affiliate's Privilege activated.
7.I.2. Standard Affiliate's Privilege
A. Commission Rate
a. Flat Commission - Basic Commission Rate is 30%.
B. Referral Link, Coupon and Long Cookie Duration
a. Party B will have a Unique Discount Coupon Code and Referral Link.
b. Party B Cookie Duration is 90 Days.
7.II. ICREOS Brand Ambassador Affiliate Program
7.I.1. How To Join ICREOS Brand Ambassador Affiliate Program
A. Party B has the Invitation to join ICREOS Brand Ambassador Affiliate program.
B. Party B Pass Party A's Audit
C. Party B Gets Brand Ambassador Affiliate Membership and Brand Ambassador Affiliate's Privilege activated.
7.I.2. Brand Ambassador Affiliate's Privilege
A. Commission Rate
a. Flat Commission - Basic Commission Rate is 30%.
B. Referral Link, Coupon and Long Cookie Duration
a. Party B will have a Unique Discount Coupon Code and Referral Link.
b. Party B Cookie Duration is 90 Days.
C. Referral Bonus
a. Party B will get a 10% Bonus for her/his recruiting new Affiliates' sales.
7.III. Master-Apprentice Affiliate Program
7.1. Level I - Initiator
7.1.1. How To Be An Initiator
Party B has Applied for joining ICREOS Affiliate program.
Party B Pass Party A's Audit
Party B Previous Month's Sales between 1 to 9 Sets;
Party B Gets Initiator Affiliate Membership, and Level I Initiator's Privilege activated.
7.1.2. Level I Initiator's Privilege
Total Commission Rate 15%
Commission A - Basic Commission Rate is 15%.
Commission B - Bonus Commission Rate is 0%.
Discount Coupon
Party B Discount Coupon Effective Date is 30 Days.
Party B's Coupon is Valid if Party B Affiliate Account is Valid.
7.2. Level II - Primary
7.2.1. How To Be A Primary
Party B has a Valid ICREOS Affiliate Account.
Party B Previous Month's Sales between 10 to 29 Sets.
Party B Gets Primary Affiliate Membership, and Level II Primary's Privilege activated.
7.2.2. Level II Primary's Privilege
Total Commission Rate 20%
Commission A - Basic Commission Rate is 15%.
Commission B - Bonus Commission Rate is 5%.
Discount Coupon
Party B Discount Coupon Effective Date is 45 Days.
Party B's Coupon is Valid if Party B Affiliate Account is Valid.
7.3. Level III - Professional
7.3.1. How To Be A Professional
Party B has a Valid ICREOS Affiliate Account.
Party B Previous Month's Sales between 30 to 59 Sets.
Party B Gets Primary Affiliate Membership and Level III Professional's Privilege activated.
7.3.2. Level III Professional's Privilege
Total Commission Rate 25%
Commission A - Basic Commission Rate is 15%.
Commission B - Bonus Commission Rate is 10%.
Discount Coupon
Party B Discount Coupon Effective Date is 60 Days.
Party B's Coupon is Valid if Party B Affiliate Account is Valid.
7.4. Level IV - Expert
7.4.1. How To Be An Expert
Party B has a Valid ICREOS Affiliate Account.
Party B Previous Month's Sales between 60 to 99 Sets.
Party B Gets Primary Affiliate Membership, and Level IV Expert's Privilege activated.
7.4.2. Level IV Expert's Privilege
Total Commission Rate 30%
Commission A - Basic Commission Rate is 15%.
Commission B - Bonus Commission Rate is 15%.
Discount Coupon
Party B Discount Coupon Effective Date is 75 Days.
Party B's Coupon is Valid if Party B Affiliate Account is Valid.
7.5. Level V - Master
7.5.1. How To Be A Master
Party B has a Valid ICREOS Affiliate Account.
Party B Previous Month's Sales More than 99 Sets.
Party B will receive a Master Invitation Letter, as Party B agreed and accepted the Invitation, Party B's Master Privilege will be activated after that.
Party B Gets Master Affiliate Membership, and Level V Master's Privilege activated.
7.5.2. Level V Master's Privilege
Total Commission Rate 30% Plus 10% of Apprentices' Sales
Commission A - Basic Commission Rate is 15%.
Commission B - Bonus Commission Rate is 15%.
Commission C - Tuition Commission Rate is 10%
Discount Coupon
Party B Discount Coupon Effective Date is 90 Days, and if Master's Requirements are fulfilled, the Coupon Effective Date can be automatically extended consistently.
Party B's Coupon is Valid if Party B Affiliate Account is Valid.
Party B has the Privilege to Develop Master's Apprentice System, Benefit 10% from Apprentices' sales.
7.6. Minimal Achievement Requirement.
7.6.1. The participation in the Affiliation Program is contingent and depending upon each Affiliate achieving the Minimum Transaction Requirement in each calendar month during such Affiliate’s participation in the Program.
7.6.2. The Minimal Transaction Requirement is the achievement of at least ONE (1) Affiliation Transaction in each calendar month. ICREOS shall have the right to change the Minimal Transaction Requirement at any time at its sole discretion. In the event of such change, ICREOS shall provide a notice to all active Affiliates participating in the program.
7.6.3. In the event an Affiliate does not achieve the Minimal Transaction Requirement, ICREOS shall have the right, at its sole discretion to discontinue the participation of such Affiliate in the Affiliation Program. In the event of such discontinuation, ICREOS shall provide a notice to the Affiliate informing him/her that his/her participation in the Program was terminated (a “Terminated Affiliate”). In such event, the Terminated Affiliate shall have no claims or demands towards ICREOS as a result of such termination.
7.6.4. A Terminated Affiliate shall not be entitled to rejoin the Affiliation Program for a period of six (6) months following the date of termination of such Affiliate’s Participation in the Program.
Prohibition on Sponsored Links.
8.1. Affiliate shall not use, procure, bid on, or otherwise arrange for a Sponsored Link which uses or includes any of the ICREOS Marks.
8.2. Affiliate shall not register, procure, or use any internet domain name that includes any of the ICREOS Marks or any variations thereof.
8.3. Affiliate shall not post Designated Links or other content promoting the ICREOS Site within any pop-up or pop-under windows.
8.4. Affiliate shall not use cookie stuffing techniques that set the Affiliate tracking cookie without the Referred User's knowledge (e.g., iframing).
8.5. Affiliate is prohibited from making inaccurate, deceptive or otherwise misleading claims about ICREOS and the ICREOS' services. In addition, Affiliate is prohibited from (i) taking any action that may cause Affiliate Site's visitors to confuse between the Affiliate and ICREOS; or (ii) misrepresenting the relationship between Affiliate and ICREOS. For the avoidance of doubt, Affiliate may not claim that ICREOS endorses supports and/or sponsors the Affiliate Site.
E-mails and Publications.
9.1. If Affiliate sends, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Emails”) in connection, directly or indirectly, with this Agreement and/or the Program, then Affiliate agrees, acknowledges, represents and warrants that all such Emails shall be in full compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and all other laws in the applicable the Affiliate and Affiliate Site and including, but not limited to, all European laws and Directives and the Federal Trade Commission regulations.
9.2. Affiliate agrees to not utilize SPAM in promoting ICREOS. ICREOS maintains a ZERO tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial E-mails. This action may result in the immediate suspension or termination of Affiliate account with a cancellation of and possible forfeiture of any pending Fees. Affiliate will also be in violation of this Agreement and subject to legal action and be held liable for any financial loss incurred by ICREOS.
9.3. SPAM is defined as including, but not limited to, the following:
9.3.1. Send, initiate or procure the sending of an Email to any person who has either not explicitly requested to receive such messages (or has explicitly requested to receive no further Emails) specifically from Affiliate, including without limitation for the purposes of sending unsolicited bulk email, executing any “mass mailings” or “email blasts,” or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service.
9.3.2. Employ any false or deceptive information regarding Affiliate’s identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Affiliate identity, and the intent, subject, and origin of the Email.
9.3.3. Exploit documented or undocumented security holes on any client or server machine.
9.3.4. Fail to
include clear, valid, and conspicuously displayed “From" and“Subject” lines in the Email,
include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to receive no further messages from Affiliate ("Opt-Out Request") for no less than thirty (30) days from the date the Email was sent;
honor any Opt-out Request within ten (10) days of receipt of such Opt-out request by Affiliate.
9.3.5. Obtain email addresses via auto20.4. AFFILIATE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON AFFILIATE WITHOUT RESERVATION. AFFILIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO AFFILIATE TO INDUCE HIM/IT TO ACCEPT THIS AGREEMENT. AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.
9.4. The affiliate may use Tracking Codes within Emails that Affiliate sends to registered users of the Affiliate Site.
9.3.6. Employ any fraudulent, deceptive, false or misleading information in connection with the Emails.
9.3.7. Send any commercial marketing Email or promotion to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age.
Compliance with Law and Regulations; No conflict.
10.1. Affiliate shall comply with any and all regulations, statutes and applicable laws of the United States or any other state, country or jurisdiction in which he acts related to Email, and/or electronic communications. It is an Affiliate’s responsibility to be aware of all such regulations, statutes and laws.
10.2. The affiliate may only send Emails containing a Tracking Code and/or a message regarding ICREOS or ICREOS's Program. Failure by Affiliate to abide by this Section 7, CAN-SPAM Act or COPPA, in any manner, will be deemed a material breach of this Agreement by Affiliate and foreclose any and all rights Affiliate may have to any Affiliate Fee.
10.3. Affiliate undertakes to inform ICREOS in writing in case of Affiliate immediately participates in other programs offered by ICREOS, including but not limited to the ICREOS Reseller Program or ICREOS Pro (Arena) program. In such case, ICREOS, in its sole discretion, may choose to appoint Affiliate to be either its affiliate or Reseller (as described in the Reseller Program), but in any event - not both unless confirmed otherwise in writing by ICREOS. In case ICREOS has any doubt that Affiliate participates in two or more different programs without ICREOS prior written approval, ICREOS may terminate the Agreement immediately and any unpaid or earned (whether from one or all the programs) will be void and canceled, all on ICREOS sole discretion. Notwithstanding the foregoing, ICREOS will be entitled to claim back all Fees paid to Affiliate who participated in two or more different programs without ICREOS prior written approval.
10.4. Party B agrees and undertakes to carry out promotional activities in according with Party A’s requirements, and shall not adopt the following promotion methods:
10.4.1. Promote through any “clickbait”, of which is a text or thumbnail link that is designed to entice users to follow ICREOS’ link and read, view, or listen to the linked piece of ICREOS online content.
10.4.2. Promote in the form of spam messages in the forum/post comments area or any web page comments area, and/or by sending spam or text messages;
10.4.3. Promote through the methods of cash return, bundle with other products, ultra-low-cost resale or other disguised discounts forms.
10.4.3. Promote through the click to pay to advertise;
10.4.4. Promote through the search engine marketing channels which include but not limited to, Google, Yahoo, Bing, etc.;
10.4.5. Promote through any “jump link”, of which refers to an intermediate website or web page directly jumps to the ICREOS official website, with no other click link;
10.5. Party B shall ensure the legality of its promotional activities, including the form and the content. The promotional channel/promotion shall not include any of the following:
10.5.1. Any content determined to be objectionable in nature according to the basic principles set forth in the Constitution of the United States of America;
10.5.2. Any content that threatens national security, disseminates state secrets, diminishes state power, or disrupts national unity;
10.5.3. Any content that is harmful to the United States’ honor and/or interest(s);
10.5.4. Any content that instigates racial bias, promotes racial discrimination, or disrupts racial harmony;
10.5.5. Any content that is discriminatory toward any race or targets any person, unit or, organization;
10.5.6. Any content that is contrary to the state's religious policy; promoting any heresy or superstitious belief;
10.5.7. Any content that spreads a rumor, disrupts the social order, or impairs social stability;
10.5.8. Any content that spreads obscenity, pornography, violence, killing, terrorism, or instigates crime(s);
10.5.9. Any content containing insult or slander directed at a person or people or that is extremely blasphemous or offensive;
10.5.10. Any content that was obtained by illegal or illegitimate means
10.5.11. Any content relating to gambling or casino;
10.5.12. Any content relating to illegal drugs or drug paraphernalia;
10.5.13. Any content that sells or promotes prescription drugs;
10.5.14. Any content that sells or is related to tobacco;
10.5.15. Any content that sells weapons or munitions (e.g., guns, parts of guns, fighting knives, and/or stun guns;
10.5.16. Any content that sells imitations of branded products or fake products;
10.5.17. Any content that sells or distributes semester reports or student theses;
10.5.18. Any content that infringes upon or is suspected of infringing upon the intellectual property rights of others, including but not limited, to patents, trademarks and copyrights;
10.5.19. Any content that compromises the trade secret(s) of others;
10.5.20. Any content that misappropriates or misrepresents the website of a third party in any way;
10.5.21. Any content that promotes a scam or scams (including but not limited to promoting "become rich quickly" etc.);
10.5.22. Any content that infringes upon, or is prohibited by, law or administrative regulation; that advertises any illegal activity or infringes the legal rights of a third party.
ICREOS Transactions Processing Services Policies and Pricing.
11.1. ICREOS will process transactions placed by Users who used the Tracking Codes from the Affiliate Site to ICREOS Site.
11.2. ICREOS reserves the right to reject transactions that do not comply with any certain reasonable requirements that ICREOS may periodically establish.
11.3. ICREOS will be responsible for all aspects of transactions processing and fulfillment.
11.4. ICREOS will track purchases generated by Users referred through the Affiliate Site. To permit accurate tracking, reporting, and Affiliate Fees accrual, the Affiliate shall ensure that Tracking Codes are properly formatted. ICREOS will not be responsible for improperly formatted Tracking Codes.
11.5. ICREOS may change the pricing, policies and operating procedures at any time consistent with applicable laws. For example, ICREOS will determine the prices to be charged for services in accordance with ICREOS’s own pricing policies. In the event that such changes affect items that Affiliate already has presented on the Affiliate Site, the Ads or any other information provided by Affiliate to third parties in respect with this Agreement and its participation in the Program, Affiliate must track such changes and reflect them in the Affiliate Site or in any other relevant marketing means.
11.6. Product Price
11.6.1. Party A may determine the Product's retail price at its discretion, and Party B shall promote the Product at a price offered in the ICREOS Online Store and/or other prices separately;
11.6.2. As for the retail price offered above, Party A agrees that it shall be the same for all the ICREOS Affiliates;
11.6.3. Party A may, at its own discretion, adjust the retail price of products relating to the promotion Links by notifying Party B in writing. Unless agreed to by Party A, in writing, the retail price promoted by Party B shall not violate Party A's general pricing policy;
11.6.4. If Party B believes that the product's retail price is not reasonable, it may advise Party A in writing, please send the email to Affiliate@iCreos.com, and Party A shall determine whether to adjust the retail price within 3 days after receiving Party B's request.
Affiliation Term and Termination.
12.1. The term of Affiliate’s participation in the Program shall commence upon ICREOS’s acceptance of the Affiliate Application and shall end upon provision of a termination notice by either party in accordance with the provisions of this Section 12 (the “Affiliation Term”).
12.2. Either party may terminate Affiliation Term at any time, with or without cause, by giving the other party a FIVE (5) days prior written notice of termination.
12.3. Subject to Section 12.4 herein, termination of the Affiliation Term will result in the deactivation or deletion of the Affiliate’s account or its access to the Affiliate account in the ICREOS Site, and the forfeiture and relinquishment of all potential or to-be-paid Affiliate Fees in the Affiliate account.
12.4. In the event of a Material Breach of this Agreement by Affiliate, ICREOS may, at its sole and absolute discretion, terminate the Affiliation Term immediately, without prior notification, and the Affiliate will not be entitled to receive any unpaid Affiliate Fees, which accrued prior to such termination.
12.5. Upon the termination of the Affiliation Term for any reason, Affiliate shall promptly remove all Tracking Codes, Ads and other Program-related content from Affiliate Site or any other communication mean used by the Affiliate. Affiliate will immediately cease use of, and remove from Affiliate Site, all links to ICREOS Site, and all of ICREOS Marks, and all other materials provided by or on behalf of ICREOS to the Affiliate pursuant hereto or in connection with the Program.
12.6. Sections 2,3,4.5 and Sections 8 through 20 of this Agreement and any other provisions that by their express terms do, or by their nature should survive termination of Affiliation Term, shall continue to be in force despite the termination of the Affiliation Term.
12.7. If Party B adversely affects Party A, in any way, due to negligence or fault during the promotional activity, including but not limited to,
12.7.1 Damaging Party A's fame, image, or brand reputation,
12.7.2. Inciting complaint(s) of infringement from any third party,
12.7.3. Prompting a lawsuit by any third party,
12.7.4. Disseminating Party A's confidential information,
Party B shall render any and all reasonable compensation(s) payable to Party A. The Affiliate Agreement will automatically be terminated.
Confidentiality.
13.1. ICREOS may disclose to Affiliate certain information as a result of the Affiliate's participation in the Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to
13.1.1. Any modifications to the terms and provisions of the Program made specifically for the Affiliate or Affiliate Site and not generally available to other affiliates of the Program;
13.1.2. Price guidelines, future service releases, trade secrets, know-how, inventions, processes, programs, schematics, data, pricing and discount schedules, customer lists, financial information and sales and marketing plans relating to ICREOS or ICREOS's services.
13.1.3. Confidential Information shall also include any information that ICREOS designate as confidential during the term of this Agreement. Confidential Information shall not include information which is:
previously known to the other party without an obligation of confidence or without breach of this Agreement;
which is publicly disclosed (other than by the Affiliate) either prior or subsequent to the Affiliate’s receipt of such information;
required to be disclosed by the other party by law or by order of a court or similar judicial or administrative body.
13.2. Affiliate shall at all times, both during the Term and at all times thereafter, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without ICREOS’ prior written consent.
General Provisions, Responsibilities of the Affiliate, Representations and Warranties.
14.1. Affiliate hereby warrants and represents that he/she is over the age of eighteen (18) and in all respects Affiliate is qualified and competent to enter into this agreement.
14.2. Affiliate will provide accurate and complete details regarding his/its identity and personal details such as: bank account, wiring instruction, address or other required information.
14.3. Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate Site and Affiliate’s activities and for all materials related thereto. Affiliate will indemnify and hold ICREOS harmless from all claims, damages and expenses incurred by ICREOS due to any third party claims relating to the development, operation, maintenance, manner and contents of the Affiliate Site or activities.
14.4. In the event that any entity (including any employee, agent, subcontractor or representative of Affiliate (each, an “Affiliate Agent”) participates in the Program or otherwise acts on behalf of Affiliate with respect thereto, Affiliate shall ensure that such Affiliate Agent fully complies with the terms of this Agreement, and Affiliate shall be fully liable for any act or omission of such Affiliate Agent.
14.5. Affiliate hereby represents and warrants to ICREOS that materials posted on his/its Affiliate Site do not violate or infringe upon the rights of any third party, and that materials posted on his/its Affiliate Site are not libelous or otherwise illegal nor may cause Affiliate to violate any of its representations and obligations under this Agreement. ICREOS disclaim all liability for all such matters.
14.6. As a condition to Affiliate’s participation in the Program, he/it is hereby represents and warrants that during the Term of this Agreement, Affiliate will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority as applicable to Affiliate, whether those laws are now in effect or later come into effect during the Term of this Agreement.
14.7. This Agreement has been duly and validly executed and delivered by Affiliate (by acceptance of its terms) and constitutes Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with the terms contained herein.
14.8. The execution, delivery, and the performance by Affiliate of duties pursuant to this Agreement will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: any provision of law, rule, or regulation to the extent applicable; any order, judgment, or decree applicable or binding upon Affiliate’s assets or properties; any provision of Affiliate’s by-laws or certificate of incorporation, or any agreement or other instrument applicable to Affiliate or binding upon Affiliates assets or properties.
14.9. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Affiliate in connection with the execution, delivery, and performance of this Agreement or the taking by Affiliate of any other action hereunder.
14.10. To the best of Affiliate’s knowledge, there is no pending threatened claim, action, or proceeding against him/it, or any affiliate thereof, with respect to the execution, delivery, or consummation of this Agreement, or with respect to any intellectual property infringement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.
14.11. Affiliate understands that ICREOS may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with the Affiliate Site.
14.12. ICREOS has the right, in ICREOS’s sole discretion, to monitor Affiliate Site at any time and from time to time to determine if the Affiliate is in compliance with the terms of this Agreement. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by ICREOS.
Relationship of Parties.
15.1. ICREOS and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
15.2. Affiliate will have no authority to make or accept any offers or representations on ICREOS’s behalf. Affiliate will not make any statement, whether on its/his Affiliate Site or otherwise, that reasonably would contradict anything in this Agreement.
Disclaimers.
16.1. ICREOS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AGREEMENT, THE PROGRAM AND THE INFORMATION TO BE DELIVERED PURSUANT HERETO. INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, TRADE USAGE OR FITNESS FOR A PARTICULAR PURPOSE.
16.2. ICREOS MAKES NO REPRESENTATION AS TO ANY OF THE INFORMATION FOUND ON ICREOS' SITE. THE MATERIALS ON ICREOS' SITE AND FOR THE AFFILIATED SITES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. ICREOS DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED ON THE ICREOS' SITES. ANY OF THE INFORMATION OFFERED ON ICREOS' SITE MAY CHANGE AT ANY TIME WITHOUT NOTICE.
16.3. Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes the entire cost and responsibility for them.
16.4. Affiliate will indemnify and hold harmless ICREOS, its subsidiaries, officers, employees, agents, and third parties from and against any claims, liabilities, losses, costs, damages or expenses (including attorney’s fees) arising, directly or indirectly, in connection with Affiliate’s operations or website or out of any disputes between Affiliate and any other party relating to this Agreement or the participation in the Program, the Site(S) or to services provided by ICREOS.
Limitations of Liability.
17.1. UNDER NO CIRCUMSTANCES SHALL ICREOS, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE HELD LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES AND/OR LOSSES, TO THE AFFILIATE, USER, AND/OR OTHER THIRD PARTY THAT MAY ARISE DUE TO “MISUSE” AND/OR AVAILABILITY OF ICREOS SITE OR THE PROGRAM. MOREOVER, ICREOS ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS SHALL NOT BE HELD LIABLE FOR ANY LOSSES OF ANY KIND THAT MAY RESULT DUE TO DOWNTIME IN THE PROGRAM AND/OR ANY OTHER THIRD PARTY'S MISUSE.
17.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ICREOS, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS WILL NOT BE LIABLE TO AFFILIATE 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, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF ICREOS, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Modification.
18.1. ICREOS may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion by providing Affiliate fourteen (14) days prior notice of such modification. Notice of any change by e-mail, to Affiliate’s address as provided to ICREOS, or the posting on our Site of a change notice or a new agreement, is considered sufficient notice to Affiliate 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 Affiliate Fees, payment procedures and schedules, and Affiliation Program rules.
18.2. Notwithstanding the foregoing Section 18.1, the Referral Fees Plan may be altered, modified or changed by ICREOS, from time to time, in its sole and absolute discretion, provided that ICREOS will notify Affiliate of such change of the Referral Fees Plan. Affiliate Fees earned prior to such change will be paid according to the conditions in effect prior to such changes. Referral Fees earned after such change is in effect will be paid according to the new conditions of the amended Referral Fees Plan’s effective date at which the payment has been made.
18.3. If any modification is unacceptable to Affiliate, its/his/her sole recourse shall be to terminate this Agreement. Affiliate’s continued participation in the Program following the posting of a change notice or a new agreement on ICREOS Site will constitute binding acceptance of such change.
Miscellaneous.
19.1. The headings herein are inserted as a matter of convenience only and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
19.2. The failure of each of the parties to exercise or enforce any right or provision of the conditions and terms of this Agreement shall not constitute a waiver of such right or provision. ICREOS failure to enforce an Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of ICREOS’s right to subsequently enforce such provision or any other provision of this Agreement.
19.3. This Agreement constitutes the entire understanding between the parties regarding the specific subject matter covered herein. This Agreement supersedes any and all prior written or verbal contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations made by either party not embodied in this Agreement.
19.4. If any dispute arises in connection with the performance of this Agreement and cannot be amicably resolved, such dispute shall be solely and finally governed by and be construed according to the laws of the State of Delaware in the USA, without regard to the conflict of laws provisions thereto. Any dispute arising under or in relation to this Agreement shall be exclusively resolved in the competent courts of Delaware, USA.
19.5. The rights and obligations of each party hereunder shall inure to the benefit of the respective successors and assigns of the parties hereto, provided that, except as expressly provided herein, the Agreement and any rights or obligations hereunder shall not be assigned or delegated by Affiliate without the prior written consent of ICREOS (which shall not be unreasonably withheld.
Independent Investigation.
20.1. ICREOS encourages Affiliate to consult with legal and/or financial and/or tax and/or accounting advisors prior to entering the Program.
20.2. Affiliate acknowledges and agrees that nothing herein and no statement by ICREOS or any of its employee or other person associated with ICREOS has prevented Affiliate in any way from seeking such advice before entering into this Agreement.
20.3. Affiliate has independently evaluated the desirability of participating in the Program and he/it is not relying on any representations or statements other than as set forth in this Agreement.
20.4. AFFILIATE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON AFFILIATE WITHOUT RESERVATION. AFFILIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO AFFILIATE TO INDUCE HIM/IT TO ACCEPT THIS AGREEMENT. AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.