Ravely Partner Program Terms of Service

Welcome to the Terms of Service for the Ravely Partner Program! Please read the terms and conditions of this partner program agreement carefully before you join our program or begin promoting Ravely. These terms and conditions are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by affiliates. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with this agreement.

By submitting the online application to join our partner program, you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition.

1. Overview

1.1. The "Agreement" refers, collectively, to all the terms, conditions, and notices contained or referenced in this document (the "Terms of Service" or the "Terms") and all other operating rules, policies and procedures that we may publish from time to time on the Website.

1.2. "Partner Program" and "Program" refer to the Ravely Partner Program

1.3. "Affiliate," "Affiliates," "You," "Your," and "Yours" refer to the individual person, company, or organization that participates in the Partner Program.

1.4. "Ravely," "We," and "Us" refer to Ravely, as well as our directors, subsidiaries, contractors, licensors, officers, agents, and employees.

1.5. "Customer" and "Customers" refer to a paying user of Ravely.

1.6. The "Website" refers to Ravely's website located at Ravely.io, and all content, services, and products provided by Ravely at or through the Website. It also refers to Ravely-owned subdomains of Ravely.io, such as dashboard.ravely.io. Occasionally, websites owned by Ravely may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service. "Your Website" is websites that you create or own.

1.7. "Content" refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, video, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. "User-Generated Content" is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit the online application. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that Your Website is unsuitable for our Program, including if it:

2.1.1. Infringes on our or any anyone else's intellectual property, publicity, privacy or other rights.

2.1.2. Violates any law, rule or regulation.

2.1.3. Contains any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.

2.1.4. Contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

2.1.5. Contains software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.

Your acceptance in our program means you agree to and abide by the following.

2.1.6. Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.

2.1.7. You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).

2.1.8. Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited.

If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using "out" redirects from the same domain where the affiliate link is placed.

2.1.9. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.1.10. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.

2.1.11. You will not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.

2.1.12. We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text solely for the purpose of you participating in the Program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.

2.1.13. You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing is this Agreement gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement.

2.2. If you are enrolled in our Program and you promote Ravely with paid ads, you must adhere to our PPC Guidelines as follows:

2.2.1. You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless given written permission first from us.

2.2.2. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website.

2.3. The following list of trademarked terms should not be treated as an exhaustive list (but as a list of some of the prohibited terms):

Ravely, ravely.io, www.ravely.io, ravely coupon, ravely discount, ravely promo, ravely sale, ravely sales, ravely deal, ravely deals

2.4. Promoting us through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program.

Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our terms.

2.5. Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.

OK

www.website.com/ravely

Not OK

ravely.website.com

www.ravely-deals.com

2.6. You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:

2.6.1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.

2.6.2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of us.

2.7. Promotion on Facebook, Twitter, Instagram, YouTube and other social media platforms is permitted following these general guidelines:

2.7.1. You ARE allowed to promote offers to your own lists; more specifically, you're welcome to use your affiliate links on your own Facebook, Twitter, etc. pages.

2.7.2. You ARE PROHIBITED from posting your affiliate links on our Facebook, Twitter, Pinterest, etc. accounts or company pages in an attempt to turn those links into affiliate sales.

2.7.3. You ARE PROHIBITED from creating a social media account that includes our trademark/s in the page name and/or username.

2.8. If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union's Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.

2.9. You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our partner program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.

* Disclosures must be made as close as possible to the claims.

* Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).

* Pop-up disclosures are prohibited.

For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC's Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements

3. Ravely's Rights and Obligations

3.1. We have the right to monitor Your Website at any time to determine if you are following the Terms of this Agreement. We may notify you of any changes to Your Website that we feel should be made, or to make sure that your links to our Website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Ravely Partner Program.

3.2. Ravely reserves the right to terminate this Agreement and your participation in the Ravely Partner Program immediately and without notice to you should you commit fraud in your use of the Ravely Partner Program or should you abuse this Program in any way. If such fraud or abuse is detected, Ravely shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon us receiving your Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. We will notify you of material changes to this Agreement, such as changes in the payment procedures, at least 30 days prior to the change taking effect by posting a notice on our Website. Your continued participation in Ravely's Partner Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Commissions

Affiliates will receive a recurring commission of 30% of the purchase amount for every customer referred to Ravely. If the Ravely customer receives a discount, your commission will be based on the discounted price, not the retail price of Ravely. If the referred customer purchases a Lifetime Deal (LTD), affiliates will receive 30% of the payout amount.

Commissions will be paid on the 15th of the month. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 30 days, to allow time for refunds. Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out.

Payments will only be made via PayPal. The Affiliate is responsible for providing an accurate PayPal email address to us in order to receive payments.

You cannot refer yourself, and you will not receive a commission on your own accounts.

We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions.

Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.

6.1. You are not forthcoming, intentionally vague or are found to be lying.

6.2. You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.

6.3. You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.

6.4. If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the program for the period or orders in question or terminate you from the program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.

7. Grant of Licenses

7.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our Website through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose.

7.2. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Ravely's Partner Program. You agree that all uses of the Licensed Materials will be on behalf of Ravely for the sole benefit of Ravely.

7.3. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

7.4. x. Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.

8. Disclaimer

Ravely provides the Ravely Partner Program "as is" and "as available," without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the website including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

Ravely does not warrant that the operation of our Website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

9. Representations and Warranties

You represent and warrant that:

9.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its Terms;

9.2. You have the full right, power, and authority to enter into and be bound by the Terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

9.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

10. Limitations of Liability

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from any matter relating to the Ravely Partner Program.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

11. Indemnification

You hereby agree to indemnify and hold harmless Ravely, and its subsidiaries, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

12. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

13. Miscellaneous

13.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Ravely. 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 any other site or otherwise, that reasonably would contradict anything in this Section.

13.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

13.3. Except to the extent applicable law provides otherwise, this Agreement between you and Ravely are governed by the federal laws of the United States of America and the laws of the state of Michigan, without regard to conflict of law provisions. You and Ravely agree to submit to the exclusive jurisdiction and venue of the courts located in Ingham County, Michigan.

13.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

13.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

13.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

13.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.