Simpler Media Group, Inc. (the owner of the CMSWire CONNECT and Reworked CONNECT conferences) also referred to as “SMG” provides the SMG H1 2023 Marketing Affiliate Program Terms & Conditions (“the terms”) to inform users of the rules and policies of the SMG Marketing Affiliate Program (“the program”). These terms may be updated from time to time for any reason.
This is an agreement between you (the “Affiliate”) and Simpler Media Group (“SMG”). It outlines the terms of our business relationship and how we will collaborate. While some of the language used is legal terminology, we have endeavored to make it as understandable as possible.
The Program Agreement applies to your participation in our Program. These terms are so important that we cannot have you participate in our Program unless you agree to them.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms, we will let you know via email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
Definitions
“SMG Affiliate” means a company or individual not owned, operated, or controlled by SMG.
“Marketing Affiliate Program (the Program)” means our marketing affiliate program as described in this Agreement.
“Affiliate Referral” means a customer prospect who completes a ticket purchase transaction.
“Affiliate Unique Discount Code” means the unique tracking discount codes you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates that will be available to you and may be updated from time to time.
“Agreement” means this Marketing Affiliate Program Agreement and all materials referred or linked to herein.
“Commission” means a 10% amount described in these Program Policies for each closed sale that complies with the terms.
“Customer” means the authorized actual user of the SMG Events Connect products who has purchased or signed up for the SMG Events Connect products after being an Affiliate Referral.
“Customer Transactions” means those transactions by Affiliate Referrals that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in this policy.
“Customer Data” means all information and materials that the Customer provides or posts, uploads, inputs or submits for public display through the SMG Events Connect products.
“SMG Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“SMG Events Connect products” means the CMSWire Connect and Reworked Connect events, and any other events or products that we offer, which are included in the Affiliate Program.
“Program Policies Page” means this landing page where we will provide all the up-to-date guidelines and policies for the Affiliate Program.
“We”, “us”, “our”, and “SMG” means Simpler Media Group.
“You” and “Affiliate” means the party, other than SMG, entering into this Agreement and participating in the Affiliate Program.
Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties.
Affiliate Acceptance
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.
We reserve the right to terminate this Agreement and revoke your participation in the Affiliate Program at any time.
Your acceptance and participation in the H1 2023 Affiliate Program does not mean that you will be accepted into any of our future affiliate Programs. In order to participate in any future programs, you will need to apply in accordance with the relevant application procedure at that time..
Please note that standard and VIP passes are not applicable to software vendors in the CX, EX or similar spaces unless otherwise approved by SMG.
You will comply with the terms and conditions of this Agreement at all times, including any applicable Affiliate Policies.
Customer Transactions:
Affiliate Program Limits. We will pay you Commission as described in the Program Policies for each new registrant who completes a valid and applicable Customer Transaction made by purchasing an Event Ticket after being referred by you and each customer enters your unique discount codes when completing their transactions, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.
Eligibility. To be eligible for Commission, a Ticket Purchase Transaction must have occurred using your unique discount code. You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state, or local law or regulation in the United States or the laws or regulations of your jurisdiction; or (ii) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Ticket Sale, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Program, or by any other means that we deem to breach the spirit of the Marketing Affiliate Program. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
Acceptance and Validity: To receive Commission payment for any Customer Transactions, the Affiliate Ticket Sales generated by the Affiliate must be accepted by SMG and considered valid. In SMG’s reasonable determination, an Affiliate Ticket Sale is considered valid if it is a completed sale and no refunds are returned through the completion of the event.. SMG may choose not to accept an Affiliate Ticket Sale at its discretion.
Requirements for Payment:
Forfeiture: If any transactions are canceled, the Affiliate’s right to receive Commission associated with that Customer Transaction will be forfeited. SMG will have no obligation to pay Commission associated with a forfeited transaction. Once the Affiliate complies with all of the requirements, they will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same customer associated with a forfeited transaction.
Commission Payment: SMG will not pay more than one Commission payment on any given Customer Transaction unless it chooses to do so at its discretion. As needed, appropriate tax forms such a W-9 will need to be completed and provided to SMG to begin the payment process, with a terms condition of NET 15 following the completion of the Connect event.
Taxes: The Affiliate is responsible for all taxes and fees applicable to the Commission.
Commission Amounts: SMG reserves the right to change the Commission amount as per the Affiliate Program Policies.
Trademarks: Affiliates grant SMG a non-exclusive, non-transferable, royalty-free right to use and display their Affiliate Marks in connection with the Affiliate Program and this Agreement. If SMG makes its trademark available to affiliates during the term of the Agreement, affiliates may use SMG’s trademark only as instructed in the usage requirements, including complying with vendor kit and Trademark Usage Guidelines, and discontinuing use immediately upon SMG’s request. Affiliates must not use SMG’s trademark in a misleading or disparaging way, imply endorsement, sponsorship, or approval of their services or products, or violate applicable law or use it in connection with obscene, indecent, or unlawful topic or material.
Proprietary Rights: No license to any software is granted by this Agreement. The SMG Products are protected by intellectual property laws and belong to SMG or its licensors. SMG retains all ownership rights in the SMG Products. Affiliates agree not to copy, rent, lease, sell, distribute, or create derivative works based on the SMG Content or Products, in whole or in part, except as expressly authorized in writing by SMG. Affiliates must comply with SMG’s Content Usage Guidelines to use the SMG Content. SMG’s trademarks, including SMG’s logos, are its property, and affiliates may not use them without prior written permission, except as otherwise provided in this Agreement. Any comments or suggestions from affiliates regarding the SMG Products are non-confidential, and SMG owns all rights to use and incorporate them into the SMG Products without payment to affiliates. Customers own and retain all rights to access and use the Customer portal associated with the SMG Products and their data.
Confidentiality: “Confidential Information” includes all confidential information disclosed by SMG to the affiliate, whether orally or in writing, designated as confidential, and SMG customer and prospect information. The affiliate shall protect the confidentiality of the Confidential Information using reasonable care and not use or disclose Confidential Information of SMG to any third party, except as required by law. Access to Confidential Information must be limited to affiliates’ employees, contractors, and agents who need to know such information.
Opt Out and Unsubscribing
You must promptly comply with all opt-out, unsubscribe, “do not call” and “do not send” requests. During this Agreement, you must establish and maintain systems and procedures to effectuate these requests.
Term and Termination
This Agreement will remain in effect as long as you participate in the Affiliate Program, unless terminated. Both parties may terminate the Agreement with written notice. If we update or replace the terms, you may terminate the Agreement with written notice within ten days of our notice of the change. We may terminate the Agreement immediately if you breach the terms or become the subject of a petition in bankruptcy or any other proceeding relating to insolvency. Termination or expiration of the Agreement will not affect our obligation to pay you a Commission, as long as the related payment by the Customer Transaction is recognized by us within 30 days after termination or expiration.
Affiliate Representations and Warranties
You represent and warrant that you have all sufficient rights and permissions to participate in the Affiliate Program, and your participation will not conflict with any existing agreements or arrangements. You own or have sufficient rights to use and grant to us the right to use Affiliate Marks. You will ensure compliance with any trade or regulatory requirements, accurately provide all websites and domains where you intend to use Affiliate Discount Codes, and not purchase ads that compete with SMG’s advertising or engage in cookie stuffing, false or misleading links, or other prohibited activities.
Indemnification
You are responsible for defending and indemnifying us and our officers, directors, employees, agents, service providers, licensors, and affiliates against any third-party claims, suits, actions, or proceedings (each, an “Action”) that arise out of or are based upon your participation in the Affiliate Program, our use of the prospect data you provided, your noncompliance with this Agreement, or our use of the Affiliate codes. We will notify you within thirty (30) days of becoming aware of any such claim and provide you with any information and assistance you may reasonably request to handle the defense or settlement of the claim. You will have sole control of the defense or settlement of the claim, but you may not accept any settlement that imposes obligations on us, requires us to make an admission, or imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimers; Limitations of Liability
Under this section, SMG and its affiliated companies and agents do not make any representations or warranties about the suitability, reliability, availability, timeliness, security, or accuracy of the SMG products, SMG content, or the Affiliate Program for any purpose. The Affiliate Program and Application Programming Interfaces (APIs) may not be available at all times. SMG products and the Affiliate Tool are provided “as is” without warranty or condition of any kind. SMG disclaims all warranties and conditions of any kind with regard to the SMG products and the Affiliate Tool, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.
To the extent permitted by law, neither party shall be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities. If SMG is determined to have any liability to you or any third party, the parties agree that SMG’s aggregate liability will be limited to the total commission amounts you have actually earned for the related customer transactions in the twelve-month period preceding the event giving rise to a claim.
General
This Agreement shall be construed and enforced in accordance with the laws of the State of California, without giving effect to its principles of conflict of laws. Any legal action or proceeding arising out of or related to this Agreement shall be instituted exclusively in the state and federal courts located in San Francisco County, California, and each party hereby submits to the personal jurisdiction of such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such proceeding.
Force Majeure. Neither party will be held responsible for any failure or delay in performing its obligations under this agreement due to circumstances beyond its reasonable control, such as acts of God, war, or government restrictions. Both parties will make reasonable efforts to mitigate the effects of a force majeure event.
Actions Permitted. No legal action arising from or related to this agreement may be brought by either party more than one year after the cause of action occurred, except for actions involving nonpayment or breach of proprietary rights.
Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Compliance with Applicable Laws. You agree to comply with all applicable laws, rules, and regulations, including without limitation export laws and laws related to unsolicited emails. You shall ensure that any third parties performing sales or referral activities on your behalf also comply with these laws. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities that may harm us, our customers, or the public. You shall comply with all applicable sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You shall not export, re-export, or transfer the SMG Products to prohibited countries or individuals, or permit their use by prohibited countries or individuals.
Severability. If any provision of this Agreement is found to be invalid or unenforceable, the invalid or unenforceable provision will be replaced by a valid, enforceable provision that closely matches the original intent of the provision. The remaining provisions of this Agreement will continue to be valid and enforceable.
Notices. Any notice required to be given under this Agreement will be sent to the contact email address provided by each party. Notice may be given by email. Electronic notices may be sent to the email address on file.
Entire Agreement. This Agreement represents the entire agreement between SMG and you for the Affiliate Program and replaces all other proposals and agreements, whether written, oral, or electronic. SMG objects to and rejects any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. SMG’s obligations are not dependent on any future functionality or features of the SMG Products or any oral or written public comments made by SMG regarding future functionality or features of the SMG Products. Both parties agree that this Agreement and all related documents are to be drawn up in English. If SMG makes versions of this Agreement available in languages other than English, the English version of this Agreement will govern the relationship, and the translated version is provided for convenience only and will not modify the English version of this Agreement.
Assignment. You cannot assign or transfer this Agreement without SMG’s prior written consent, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control, or operation of law. SMG reserves the right to assign this Agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law.
No Third-Party Beneficiaries. This Agreement does not confer any right, benefit, or remedy on any person or entity (other than the parties hereto) under or by reason of this Agreement, whether express or implied.
No Licenses. SMG grants you only the rights and licenses expressly stated in this Agreement. You do not receive any other rights or licenses with respect to SMG, the SMG Products, SMG’s trademarks, or any other property or right of SMG.
Sales by SMG. This Agreement does not limit SMG’s right to sell the SMG Products, directly or indirectly, to any current or prospective customers.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement, and it is binding upon such party and enforceable in accordance with its terms.
Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment,’ ‘Proprietary Rights,’ ‘Confidentiality,’ ‘Effects of Termination/Expiration,’ ‘Indemnification,’ ‘Disclaimers; Limitation of Liability,’ ‘Non-Solicitation,’ and ‘General.’
Data Processing and Protection. SMG shall be an independent controller of any Personal Data that it receives via Program registration and Customer Transactions.
Effective Date: 20-March-2023