Partner Agreement

Partnership Program Operating Agreement. This Partnership Program Operating Agreement (the "Agreement") is made and entered into by and between Cuddle Clones ("Cuddle Clones" or "we"), and you, ("you" or "Partner") the party submitting an application to become a Cuddle Clones Partner). The terms and conditions contained in this Agreement apply to your participation with cuddleclones.com ("Partnership Program"). Each Partnership Program offer (an "Offer") may be for any offering by Cuddle Clones or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Partnership Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement

1. Enrollment in the Partnership Program

You must submit a Partnership Program application. You must accurately complete the application to become a partner (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Partnership Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.

2. Obligations of the Parties

Subject to our acceptance of you as a Partner and your continued compliance with the terms and conditions of this Agreement, Cuddle Clones agrees as follows:

  • I. We will make available to you via the Partnership Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Partnership Program and will establish a link from your Media to the Program Web Site. Upon request, physical materials can be made available for in-person advertisements.
  • II. We will pay Partner for each Qualified Action (the "Commission"). A "Qualified Action" means either:
    1. An individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Cuddle Clones (v) is not later determined by Cuddle Clones to be fraudulent, incomplete, unqualified or a duplicate (vi) and fully completes a purchase.
    2. An individual person who (i) accesses the Program Web Site and enters the Partner’s unique coupon code at checkout, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Cuddle Clones (v) is not later determined by Cuddle Clones to be fraudulent, incomplete, unqualified or a duplicate (vi) and fully completes a purchase.
  • III. We will pay you any Commissions earned monthly, provided that your account is currently greater than $0. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
  • IV. Payment for Commissions is dependent upon Clients providing such funds to Cuddle Clones, and therefore, you agree that Cuddle Clones shall only be liable to you for Commissions to the extent that Cuddle Clones has received such funds from the Clients. You hereby release Cuddle Clones from any claim for Commissions if Cuddle Clones has not received such funds from the Clients. In the event that an order is returned or cancelled, Cuddle Clones reserves the right to adjust the Partner's account balance
  • V. Cuddle Clones shall generate an invoice monthly on behalf of Partner for all Commissions payable under this Agreement and shall remit payment to Partner based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Cuddle Clones in its sole discretion. In the event that Partner disputes in good faith any portion of an invoice, Partner must submit that dispute to Cuddle Clones in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Partner does not dispute the invoice as set forth herein, then Partner agrees that it irrevocably waives any claims based upon that invoice.
  • VI. If Partner has an outstanding balance due to Cuddle Clones under this Agreement or any other agreement between the Partner and Cuddle Clones, whether or not related to the Partnership Program, Partner agrees that Cuddle Clones may offset any such amounts due to Cuddle Clones from amounts payable to Partner under this Agreement.
  • VII. It is the responsibility of the Partner to provide Cuddle Clones with the correct tax and payment information. Each Partner is required to submit a W8/W9 tax form after receiving their first invoice. The Partner is responsible for the payment of all taxes related to the commissions it earns under this Agreement. In compliance with tax laws, Cuddle Clones will issue a Form 1099 to Partner’s whose earnings meet or exceed the applicable amount warranting the Form 1099. Each Partner will be required to provide Cuddle Clones with proper address, tax forms (including W8/W9 or other tax forms) or information within two (2) days of any request issued by Cuddle Clones to issue a Form 1099. Cuddle Clones must be notified of any address changes at least 15 business days prior to the end of the calendar year. Partner also agrees to:
  • VIII.Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
  • IX.Ensure that all materials posted on your Media or otherwise used in connection with the Partnership Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Cuddle Clones informs you that it considers objectionable (collectively, "Objectionable Content").
  • X.Not make any representations, warranties or other statements concerning Cuddle Clones or Client or any of their respective products or services, except as expressly authorized herein.
  • XI.Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Cuddle Clones or Clients or a part of the Program Web Site, without prior written permission from us.
  • XII.Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
  • XIII.Comply with the terms, conditions, guidelines and policies of any third party services used by Partner in connection with the Partnership Program, including but not limited to, email providers, social networking services and ad networks.
  • XIV.Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Partnership Program and the provision of such personally identifiable information to Cuddle Clones and Clients for use as intended by Cuddle Clones and Clients.
  • XV.Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Cuddle Clones or Client, or as required by applicable laws regarding such Offers.
  • XVI.Make sure to not place Cuddle Clones ads on any online auction platform (i.e. eBay, Amazon, etc).
  • XVII.Make sure to not place your unique partner coupon code on any coupon code sites, such as retailmenot.com, currentcodes.com, makeusof.com, etc. In the event a partner’s unique coupon code appears on a coupon code website, it is the partner’s responsibility to contact the website to remove the coupon code. Cuddle Clones will temporarily or permanently disable unique coupon codes if coupon code remains on any coupon code website.
  • XVIII.Make sure to not include the terms; “Cuddle Clones” or “Cuddle Clone” within the Title Tags of any webpage. The following additional program-specific terms shall apply to any promotional programs set forth below:
  • XIX.Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Cuddle Clones in writing. Any pop-ups/unders used for the Partnership Program shall be clearly identified as Partner served in the title bar of the window and any client-side ad serving software used by Partner shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.
  • XX.Partner Network Campaigns. For all Partners that maintain their own partner networks, Partner agrees to place the Links in its partnership network (the "Network") for access and use by those partners in Partner's Network (each a "Third Party Partner"). Partner agrees that it will expressly forbid any Third Party Partner to modify the Links in any way. Partner agrees to maintain its Network according to the highest industry standards. Partner shall not permit any party to be a Third Party Partner whose web site or business model involves content containing Objectionable Content. All Third Party Partners must be in good standing with Partner. Partner must require and confirm that all Third Party Partners affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Partner shall promptly terminate any Third Party Partner who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Partner with respect to the Links, Partner shall promptly disclose to Cuddle Clones the identity and contact information for such Third Party Partners. Partner shall promptly remove any Third Party Partner from the Partnership Program and terminate their access to future Offers of Cuddle Clones in the Network upon written notice from Cuddle Clones. Unless Cuddle Clones has been provided with all truthful and complete contact information for a Third Party Partner and such Third Party Partner has affirmatively accepted this Agreement as recorded by Cuddle Clones, Partner shall remain liable for all acts or omissions of any Third Party Partner.

3. Confidentiality

Except as otherwise provided in this Agreement or with the consent of Cuddle Clones, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our Partners provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Partnership Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Partner shall not use any information obtained from the Partnership Program to develop, enhance or operate a service that competes with the Partnership Program, or assist another party to do the same.

4. Limited License & Intellectual Property

We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Partnership Program and assisting in increasing sales through the Program Web Site. You may not alter, modify, manipulate or create derivative works of the Links or the Cuddle Clones logo, graphics, creative, or other materials owned by, or licensed to, Cuddle Clones in any way. Manipulation of graphics may be performed only to add in information related to a Partnership account, such as unique coupon code or unique tracking link. You are only entitled to use the Links to the extent that you are a member in good standing of the Partnership Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Cuddle Clones’ trademarks, service marks, copyrights, patents or trade secrets. You agree that Cuddle Clones may use any suggestion, comment or recommendation you choose to provide to Cuddle Clones without compensation. All rights not expressly granted in this Agreement are reserved by Cuddle Clones.

5. Termination

This Agreement shall commence on the date of our approval of your Partnership Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Partnership Program at any time by 1) providing written notice of cancelation via email to [email protected] and 2) by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Cuddle Clones or Client intellectual property, and will cease representing yourself as a Cuddle Clones or Client Partner for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

6. Remedies

In addition to any other rights and remedies available to us under this Agreement Cuddle Clones reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Cuddle Clones determines that you have violated this Agreement, (ii) Cuddle Clones receives any complaints about your participation in the Partnership Program which Cuddle Clones reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Partnership Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Cuddle Clones reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.

7. Anti-Spam Policy

You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Partnership Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Partnership Program that you submit the final version of your email to Cuddle Clones for approval by sending it to your Cuddle Clones representative and upon receiving written approval from Cuddle Clones of your email the email may be transmitted to third parties. It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon Cuddle Clones’ approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon Cuddle Clones’ approval.

8. Fraud

You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Partners or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Partnership Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or clickfraud. Cuddle Clones shall make all determinations about fraudulent activity in its sole discretion.

9. Representations and Warranties

You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Cuddle Clones represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Cuddle Clones’ own business operations or Cuddle Clones’ proprietary products or services.

10. Modifications

In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Partnership Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, Cuddle Clones may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Partner agrees to promptly implement any request from Cuddle Clones to remove, alter or modify any Link, graphic or banner ad that is being used by Partner as part of the Partnership Program.

11. Independent Investigation

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Partnership Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Partnership Program.

12. Mutual Indemnification

Partner hereby agrees to indemnify, defend and hold harmless Cuddle Clones and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Partner herein, (ii) any misuse by Partner, or by a party under the reasonable control of Partner or obtaining access through Partner, of the Links, Offers or Cuddle Clones or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links). Cuddle Clones hereby agrees to indemnify, defend and hold harmless Partner and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that Cuddle Clones is not authorized to provide you with the Links.

13. Disclaimers

THE PARTNERSHIP PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO PARTNER "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, CUDDLE CLONES EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CUDDLE CLONES DOES NOT WARRANT THAT THE PARTNERSHIP PROGRAM OR LINKS WILL MEET PARTNER'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PARTNER PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. CUDDLE CLONES EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. CUDDLE CLONES DOES NOT GUARANTEE THAT PARTNER WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

14. Limitation of Liability

IN NO EVENT SHALL CUDDLE CLONES BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF CUDDLE CLONES. IN NO EVENT WILL CUDDLE CLONES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CUDDLE CLONES HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. CUDDLE CLONES’ CUMULATIVE LIABILITY TO PARTNER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO PARTNER BY CUDDLE CLONES IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

15. Governing Law & Disputes

This Agreement will be governed by the laws of the State of Kentucky, without reference to rules governing choice of laws. Any dispute relating in any way to the Program or this Operating Agreement will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law and the laws of the state of Kentucky, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages),and must follow the terms of this Agreement as a court would. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

16. Miscellaneous

Partner shall be responsible for the payment of all attorney’s fees and expenses incurred by Cuddle Clones to enforce the terms of this Agreement. This Agreement contains the entire agreement between Cuddle Clones and Partner with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Partner agrees that Cuddle Clones shall not be subject to or bound by any Partner insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Cuddle Clones "clicks through" or otherwise indicates its acceptance thereof. Partner may not assign all or any part of this Agreement without Cuddle Clones’ prior written consent. Cuddle Clones may assign this Agreement at any time with notice to Partner. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. By submitting and application to Partnership Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Partnership Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on 06-11-2018