Soul Sparks Collective, LLC ("Soul Sparks Collective" or “us” or “our”) as representative of all its products and services including the Pebbl product and pebbl.com offers an Affiliate arrangement as described by these Affiliate Agreement terms and conditions (the "Agreement"). By agreeing to be an Affiliate in the Affiliate arrangement (the "Affiliate Program" or the "Program") you are agreeing to be bound by these terms as from time to time modified by Soul Sparks Collective. Violation of any of the terms below will result in the termination of your account ("Account") and forfeiture of any outstanding affiliate referral fee payments earned by you. You agree to participate in the Affiliate Program at your own risk.
Affiliate Program Requirements
To participate in the Program as an Affiliate, you must qualify as follows:
* You must be an individual who is 18 years or older.
* You must be a Soul Sparks Collective account holder.
* You may not use the Affiliate Program for any illegal or unauthorized purpose.
* You must not, in the use of the service or participation in the Program, violate any laws, rules or regulations of any applicable jurisdiction, including copyright laws.
You will be assigned a unique code (“Code”). You are permitted to place links that we provide with your Code on your site, in your emails, or in other communications, and to create your own links that properly include your Code. We will provide you with sample links and HTML code, to use in linking to our web sites. To permit accurate tracking, reporting, and referral reward accrual, we will provide you with special link formats to be used in all links between your site and the Soul Sparks Collective sites including pebbl.com or any other product sites that are a part of the Affiliate Program (the "Product Sites"). You must ensure that each of the links between your site and the Product Sites properly utilizes such special link formats in order to receive credit. Links to the Product Sites placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links."
Your code will only be valid while you are a Soul Sparks Collective customer with an active account. Once your Soul Sparks Collective account expires, you will no longer be eligible to participate in the Program, and all reference codes will become invalid for new customers’ use.
You will earn referral rewards only with respect to the creation of an account on the Soul Sparks Collective site including pebbl.com occurring directly through Special Links, or when a user properly applies your Code when creating their Soul Sparks Collective account by entering it when prompted. We will not be liable to you with respect to any failure by you or someone you refer to use Special Links or incorrectly apply your Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. Affiliate links must point to the Soul Sparks Collective home page for the Pebbl product at pebbl.com. Links to other pages inside the Soul Sparks Collective site will not earn rewards.
In order to be eligible to earn a referral reward, the new customer must apply your Code during their account creation process. They may manually enter your code, or your code may be set as a cookie in their web browser when they click-through a Special Link to a Product Site. If for any reason your Code is not properly applied during their account creation process, including but not limited to the case where their browser is set not to accept cookies, the cookie expires, or the cookie is removed intentionally or accidentally, you will not earn a referral reward. Your Code must be properly applied during their account creation process for you to earn a referral reward.
Referral Rewards are earned once the customer has completed the account creation process through purchase of a Pebbl product. If the customer cancels their account, issues a chargeback or receives a refund on the subscription associated with a referral transaction within 90 days of that transaction, you will not receive a referral reward and if you have already received the credited referral reward, Soul Sparks Collective may charge the referral reward amount back to you the following month.
We will only issue referral rewards on Special Links that are automatically tracked and reported by our systems, or when a customer successfully applies your Code during their account creation process. We will not issue referral rewards if someone says they signed up or someone says they entered a referral code if it was not properly processed by our system.
We are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens or U.S. residents and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral rewards until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
We reserve the right to disqualify referral rewards that we, in our sole discretion, determine to have been earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
Credit of Referral Awards to Your Account
Referral Rewards are accrued solely to the benefit of accounts, not individual users. Any accrued rewards such as credits or Tracker slots will be forfeited upon expiration of an account due to cancellation or failure to remit payment for renewal. Referral rewards are only paid through credits to your account, no cash payments will be made under any circumstances.
Schedule of Account Accreditation
Referral rewards credits are posted approximately 60-90 days after the qualifying account creation occurs.
Customers who buy products through this Program will be deemed to be Soul Sparks Collective's customers. Accordingly, all of Soul Sparks Collective's rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Soul Sparks Collective may change its policies and operating procedures at any time. Product availability and pricing may vary from time to time. Because price changes may affect products that you have listed on your site, you should not display product prices on your site. Soul Sparks Collective will use commercially reasonable efforts to present accurate information, but Soul Sparks Collective cannot guarantee the availability or price of any particular Product.
Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, all applicable anti-spam laws. Materials posted on your site must not be libelous or illegal or violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
Term of the Agreement and Program
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or Soul Sparks Collective may terminate this Agreement at any time, with or without cause, by giving written notice of termination. Such notice by Soul Sparks Collective may be by email to your email address associated with your Soul Sparks Collective license. Upon the termination of this Agreement for any reason, you will immediately cease use of all links to Soul Sparks Collective or any Product Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of Soul Sparks Collective to you pursuant hereto or in connection with the Program. Soul Sparks Collective reserves the right to end the Program at any time.
Soul Sparks Collective, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other Soul Sparks Collective service, for any reason at any time. Such termination of the Program or your participation in the Program will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all potential or to-be-paid referral rewards in your account if Soul Sparks Collective determines, in Soul Sparks Collective's sole discretion, they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Soul Sparks Collective reserves the right to refuse service to anyone for any reason at any time.
Relationship of Parties
The Affiliate Program creates solely an independent contractor relationship. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in this Section.
Limitations of Liability
THE AGGREGATE LIABILITY OF SOUL SPARKS COLLECTIVE, ITS SUBSIDIARIES, LICENSOR(S), AND SUPPLIER(S) TO YOU, INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY YOU, UNDER THIS AGREEMENT, OR ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, SHALL NOT EXCEED THE TOTAL REFERRAL REWARDS GRANTED TO YOU AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL SOUL SPARKS COLLECTIVE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
THE MATERIALS PROVIDED AS PART OF THE PROGRAM ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. SOUL SPARKS COLLECTIVE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, SOUL SPARKS COLLECTIVE MAKES NO REPRESENTATION THAT THE OPERATION OF THE PRODUCT SITES WILL BE UNINTERRUPTED OR ERROR-FREE, AND SOUL SPARKS COLLECTIVE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT SOUL SPARKS COLLECTIVE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
You agree to defend, indemnify, and hold harmless Soul Sparks Collective and its officers, directors, sublicensees, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees and costs, alleging or resulting from (i) the development, operation, maintenance or the contents of your web sites; (ii) breach of this Agreement; or (iii) your misrepresentation of Soul Sparks Collective products or services.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with Soul Sparks Collective or any of its affiliates shall be submitted to confidential arbitration in the jurisdiction of the headquarters of Soul Sparks Collective, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, Soul Sparks Collective may seek injunctive or other appropriate relief in any state or federal court in the state of Texas (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
You shall not make any press release announcing you are a participant in the Program unless you obtain Soul Sparks Collective’s prior written consent. You hereby grant Soul Sparks Collective the right to display your trade name and/or logo on Soul Sparks Collective’s web site or social media properties.
Amendment to Terms
Soul Sparks Collective reserves the right to modify the Program and/or this Agreement from time to time without notice. Any such modification will be set forth on Soul Sparks Collective's web site and Soul Sparks Collective will make reasonable efforts to provide you notice of the change. Continued participation in the Program after any such changes shall constitute your consent to such changes. Therefore, you agree as a condition of your participation in the Program to periodically and frequently review the Soul Sparks Collective web site at soulsparks.com or pebbl.com for any updates.
This Agreement will be governed by the laws of the state of Texas, without regard to the conflict of laws provisions of any state or jurisdiction. You may not assign this Agreement, by operation of law or otherwise, without Soul Sparks Collective's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Soul Sparks Collective's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Soul Sparks Collective's right to subsequently enforce such provision or any other provision of this Agreement. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of you and Soul Sparks Collective in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. The captions and headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. This Agreement constitutes the entire agreement between you and Soul Sparks Collective and govern your use of the service and participation in the Program and supersede and replace any prior agreements between you and Soul Sparks Collective.