|Conversion action||Online purchase with processed valid payment|
|Cookie days||60 day(s)|
|Commission type||Percent of Sale|
|Additional terms||5% commission for every NFT sold with your Affiliate code|
This Partner Program Operating Agreement (the "Agreement") is made and entered into by and between SuperPopDrop.com ("SuperPopDrop.com" or "we") and the party submitting an application to become a SuperPopDrop.com partner ("Partner"). The terms and conditions contained in this agreement apply to Partner's participation with affiliates.scentbeauty.com ("Partner Program"). In connection with the Partner Program, the Partner may see offers (each, an "Offer") by SuperPopDrop.com or a third party (each such third party a "Client") that may link to a specific website for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms that are incorporated as part of this agreement. By submitting an application or participating in an Offer, the Partner expressly consents to all the terms and conditions of this agreement. The individual accepting this agreement represents that he or she has the authority to bind the Partner to the terms of this agreement.
Enrollment in the Partner Program
Partner must submit a Partner Program application from SuperPopDrop.com's website. Partner must provide accurate and complete information in Partner's application. After SuperPopDrop.com reviews Partner's application, SuperPopDrop.com will notify Partner of Partner's acceptance or rejection to the Partner Program. SuperPopDrop.com may accept or reject Partner's application at SuperPopDrop.com's sole discretion for any reason.
Obligations of the Parties
Subject to SuperPopDrop.com's acceptance of Partner as a partner and Partner's continued compliance with the terms and conditions of this Agreement, SuperPopDrop.com agrees as follows:
Partner also agrees that:
The following additional program-specific terms shall apply to any promotional programs set forth below:
For purposes of the agreement, "Confidential Information" shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of the agreement by one party ("Disclosing Party") to the other party ("Receiving Party"), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:
The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly outlined in the agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:
Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:
The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate. The disclosing party shall be further entitled to injunctive relief without the requirement to post bond.
Limited License & Intellectual Property
Partner may not alter, modify, manipulate or create derivative works of the Links or any SuperPopDrop.com graphics, creative, copy, or other materials owned by, or licensed to, SuperPopDrop.com in any way. Partner is only entitled to use the Links to the extent that Partner is a member in good standing of the Partner Program. SuperPopDrop.com may revoke Partner's license any time by giving Partner written notice. Except as expressly stated herein, nothing in this agreement is intended to grant Partner any rights to any of SuperPopDrop.com's trademarks, service marks, copyrights, patents, or trade secrets. Partner agrees that SuperPopDrop.com may use any suggestion, comment, or recommendation Partner chooses to provide to SuperPopDrop.com without compensation for any purpose. SuperPopDrop.com reserves all rights not expressly granted in this agreement.
This agreement shall commence on the date of SuperPopDrop.com's approval of Partner's Partner Program application and shall continue after that until terminated as provided herein. Partner may terminate Partner's participation in the Partner Program at any time by removing all Links from Partner's Media and deleting all copies of the Links. SuperPopDrop.com may terminate Partner's participation in one or more Offers or this Agreement at any time and for any reason which SuperPopDrop.com deems appropriate with or without prior notice to Partner by disabling the Links or providing Partner with a written notice. Upon termination of Partner's participation in one or more Offers or this Agreement for any reason, Partner will immediately cease all use of and delete all Links, plus all SuperPopDrop.com or Client intellectual property, and will cease representing yourself as a SuperPopDrop.com 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.
In addition to any other rights and remedies available to SuperPopDrop.com under this Agreement, SuperPopDrop.com reserves the right to delete any actions submitted through Partner's Links and withhold and freeze any unpaid Commissions or chargeback paid Commissions to Partner's account if (i) SuperPopDrop.com determines that Partner has violated this agreement, (ii) SuperPopDrop.com receives any complaints about Partner's participation in the Partner Program which SuperPopDrop.com reasonably believes is in violation this agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this agreement or on the Partner Program. Such withholding or freezing of Commissions, or chargebacks 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, SuperPopDrop.com reserves the right to disclose Partner's identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Partner's actions. Such suspension will be in addition to SuperPopDrop.com's available rights and remedies.
Partner must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Partner Program must include the appropriate parties' opt-out Link. From time to time, SuperPopDrop.com may request - before Partner's sending emails containing linking or referencing the Partner Program that Partner submits the final version of Partner's email to SuperPopDrop.com for approval by sending it to Partner's SuperPopDrop.com representative and upon receiving written permission from SuperPopDrop.com of Partner's email the email may be transmitted to third parties.
It is solely Partner's obligation to ensure that the email complies with the Act. Partner agrees not to rely upon SuperPopDrop.com's approval of Partner's email for compliance with the Act or assert any claim that Partner is in compliance with the Act based upon SuperPopDrop.com's approval.
Partner is 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 Partner's permitted access to the Partner 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 steal ware, cookie-stuffing, and other deceptive acts or click-fraud. SuperPopDrop.com shall make all determinations about fraudulent activity at its sole discretion.
Representations and Warranties
The parties agree to the terms in the General Data Protection Regulation Data Processing Addendum, which is incorporated into this agreement.
Partner represents and warrants that:
In addition to any notice permitted to be given under this Agreement, SuperPopDrop.com may modify any of the terms and conditions of this agreement at any time by providing Partner with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to Partner, Partner may terminate this agreement without penalty solely on the account of such termination within such ten (10) business day period. Partner's continued participation in this Partner Program ten (10) business days after a change notice has been posted will constitute Partner's acceptance of such change.
In addition, SuperPopDrop.com 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 SuperPopDrop.com to remove, alter or modify any Link, graphic or banner ad that is being used by Partner as part of the Partner Program.
Partner acknowledges that it has read this agreement and agrees to all its terms and conditions. Partner has independently evaluated the desirability of participating in the Partner Program and each Offer and is not relying on any representation, guarantee or statement other than as set forth in this agreement or on the Partner Program.
Partner shall irrevocably defend, indemnify, and hold SuperPopDrop.com and Clients and each of their respective employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys' fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving:
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, SUPERPOPDROP.COM 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. SUPERPOPDROP.COM DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. SUPERPOPDROP.COM EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. SUPERPOPDROP.COM DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
Limitation of Liability
IN NO EVENT SHALL SUPERPOPDROP.COM 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 SUPERPOPDROP.COM. IN NO EVENT WILL SUPERPOPDROP.COM 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 SUPERPOPDROP.COM HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. SUPERPOPDROP.COM'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY SUPERPOPDROP.COM IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this agreement, on account of such party's delay or failure to perform as required under the terms of this agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Partner Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.
Governing Law & Miscellaneous
By submitting and application to Partner Program, Partner affirms and acknowledges that Partner has read this agreement in its entirety and agrees to be bound by all of its terms and conditions. If Partner does not wish to be bound by this Agreement, Partner should not submit an application to Partner 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.
GDPR Data Processing Addendum
This General Data Protection Regulation Data Processing Addendum ("GDPR Addendum") is incorporated by reference into the Partner Program Operating Agreement by and between You ("Partner"), and Us ("Network" or Processor"), (collectively, the "Agreement"). This GDPR Addendum is entered into as of the date of the Partner Program Operating Agreement.
This GDPR Addendum sets out the terms that apply when Personal Data, as defined in the Data Protection Legislation, is processed by Network under the agreement. The purpose of the GDPR Addendum is to ensure such processing is conducted in accordance with applicable laws, including E.U. Data Protection Legislation, and with due respect for the rights and freedoms of individuals whose Personal Data are processed.
Capitalized terms used but not defined in this GDPR Addendum have the same meanings as set out in the agreement.
Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the U.K., the General Data Protection Regulation ((E.U.) 2016/679) and any national implementing laws, regulations, and secondary legislation, as amended or updated from time to time, in the U.K. and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Applicability. This GDPR Addendum shall only apply to the extent Partner is established within the European Union ("E.U.") or Switzerland or the United Kingdom and/or to the extent Network processes Personal Data of Data Subjects located in the E.U. or Switzerland or the United Kingdom on behalf of Partner.
Both parties will comply with all applicable requirements of the Data Protection Legislation. This Section 1 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, the Partner is the data controller and Network is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
Without prejudice to the generality of clause 1.1, the Partner, as Controller, shall be responsible for ensuring that, in connection with Partner Personal Data and the Services, (i) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including E.U. Data Protection Legislation; and (ii) it has, and will continue to have, the right to transfer, or provide access to, the Personal Data to Network for processing in accordance with the terms of the Agreement and this GDPR Addendum.
Without prejudice to the generality of clause 1.1, Network shall, in relation to any Personal Data processed in connection with the performance by Network of its obligations under this agreement:
The Partner consents to Network appointing third-party processors of Personal Data under this agreement, including Upfluence ("Sub-processors"). The Network confirms that it has entered or (as the case may be) will join with the third-party processor into a written agreement substantially similar to those set out in this agreement. As between the Partner and Network, Network shall remain fully liable for all acts or omissions of any Sub-processor appointed by it pursuant to this Section 2.5.
Network may, at any time on not less than 30 days' notice with email sufficing, add or make changes to the Sub-processors. Partner may object in writing to Network's appointment of a new Sub-processor within five (5) business days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the parties will discuss such concerns in good faith with a view to achieving resolution. If Network cannot provide an alternative Sub-processor, or the parties are not otherwise able to achieve resolution as provided in the preceding sentence, Partner, as its sole and exclusive remedy, may terminate the agreement.
Except as stated in this GDPR Addendum, the agreement will remain in full force and effect. If there is a conflict between the agreement and this GDPR Addendum, the terms of this GDPR Addendum will control.
Any claims brought under this GDPR Addendum shall be subject to the terms and conditions, including by not limited to the exclusion and limitations outlined in the agreement.
Schedule 1 Processing, Personal Data, and Data Subjects
Details of Data Processing
Privacy Policies Used in Connection with Your Subscription. When you register for an Account on the Partner Network, we use a password-protected third party portal to store your personal information, and we may share your personal information with such third party ("Third Party Agent") as is necessary for the performance of your Account and the Partner Network.
Non-Personally Identifiable Information. We may collect certain non-personally identifiable information about you when you visit certain pages of this Site and/or register for an Account on the Partner Network, such as the type of browser you are using (e.g., Netscape, Internet Explorer), the type of operating system you are using, (e.g., Windows '98 or Mac OS) and the domain name of your Internet service provider (e.g., America Online, Earthlink), and share such information with our Third Party Agent. We use the non-personally identifiable information that we collect to improve the design and content of the Site and to enable us to personalize your Internet experience. We also may use this information in the aggregate to analyze Site usage.
We may additionally collect information using Web beacons, which are commonly referred to in the industry as web bugs, pixel tags, or Clear GIFs. Web beacons are electronic images that may be used on the Site, in your Account, or in our emails to deliver cookies, count visits and determine if an email has been opened and acted upon.
Use of Information. We use your personally identifiable information: (a) to send you information regarding your Account and the Partner Network; (b) to track your compliance with the Terms and Conditions ("Terms and Conditions"); and/or (c) for validation, suppression, content improvement and feedback purposes. You agree that we, or our Third Party Agent, may contact you at any time with updates and/or any other information that we may deem appropriate for you to receive in connection with your Account on the Partner Network.
Information Sharing. As a general rule, and other than in connection with the limited exceptions set forth below, we will not sell, share or rent your personally identifiable information to or with others. Notwithstanding the foregoing, we may, from time to time, provide such information to certain third-party administrative vendors for efficiency purposes in providing administrative or program management services in connection with your Account. Any third-party vendor so used has agreed to protect the confidentiality of information provided by us.
Data Retention. Subject to any mandatory obligations to delete data, your information may be retained by us and in our Third Party Agent portal, server logs, databases, and records indefinitely.
Minors. We encourage parents and guardians to spend time online with their children and to participate and monitor the interactive activities of their children. We will never knowingly collect any personal information about individuals under eighteen (18) years of age. If we obtain actual knowledge that we have collected personal information about an individual under eighteen (18) years of age, that information will be immediately deleted from its database.
Security. We endeavor to safeguard and protect our Account holders' information. When Account holders submit personally identifiable information to the Partner Network, their personally identifiable information is protected both online and offline. When our registration process asks registrants to submit Sensitive Information (such as bank account information and/or credit card information), and when we transmit such Sensitive Information, that Sensitive Information is encrypted and protected with SSL encryption software. While we use SSL encryption to protect Sensitive Information online, we protect all other user information online and offline. The Third Party Agent servers that we utilize to store personally identifiable information are kept in a secure physical environment. The Third Party Agent has security measures in place to protect the loss, misuse, and alteration of personally identifiable information stored on its servers.
Please be advised that, although we take every reasonable precaution available to protect your data, no data transmission over the Internet can be guaranteed to be 100% secure. Therefore, we cannot warrant that your information will be absolutely secure. Any transmission of data at or through our Site is at your own risk. However, access to your personally identifiable information is strictly limited, and not accessible to the public. Only employees, and third-party agents, that need the information to perform a specific job are granted access to personally identifiable information. Our employees are dedicated to ensuring the security and privacy of all user information. Employees not adhering to our written firm policies are subject to disciplinary action. In compliance with applicable federal and state laws, we shall notify you and any applicable regulatory agencies in the event that we learn of an information security breach with respect to your personally identifiable information. You will be notified via e-mail in the event of such a breach. Please be advised that notice may be delayed in order to address the needs of law enforcement, determine the scope of network damage, and to engage in remedial measures.
You acknowledge that you provide your personally identifiable information to us with knowledgeable consent and at your own risk.
Deleting and Updating Your Information. If you would like to delete or update the personally identifiable information that we have collected from you, simply email us at: [email protected]
We will process your request, where possible and subject to the terms and conditions contained herein, within a reasonable period of time after receipt. To protect your privacy and security, we will take reasonable steps to help verify your identity before granting access or making corrections.
Opting Out of Receiving E-mail. You may at any time choose to stop receiving emails containing general information regarding SuperPopDrop.com by following the instructions at the end of each such email or by contacting us at [email protected] Should you be contacted by our Third Party Agent through email, you can follow the instructions at the end of each such email to stop receiving such emails. There may be a short delay of up to several business days while your request is being verified, deployed and processed across our servers. Notwithstanding the foregoing, we may continue to contact you for the purpose of communicating information relating to your Account, as well as to respond to any inquiry or request made by you.