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Liamuiga Affiliate Program: Affiliates Operating Agreement
February 28, 2024
Welcome to the Liamuiga Giveaway website (the “Associates Site”) dedicated to our associates and the exciting "Affiliate Program." This website serves as the hub for managing your affiliate marketing relationship with the relevant Liamuiga entities, namely Liamuiga International Outreach (accessible through LiamuigaGiveaway.com or Liamuiga508.org), referred to as "Liamuiga," "us," “we”, “our” or similar terms.
Any person that participates or attempts to participate in our associate marketing program, known as the "Affiliate Program," will be addressed as "you", “your” or an "Associate." Liamuiga is a Washington State 508(c)(1)(a) Corporate Sole Faith Based Organization (Nonprofit) located at 3501 S 38th Street, #109, Tacoma, WA, 98409-4210, with the Registered Agent being Liamuiga.
This Agreement sets forth the terms and conditions applicable to your participation in the Affiliate Program pursuant to which you may earn performance-based compensation through approved promotional methods that display or direct end users to participating websites. The Associates must accept this Affiliates Program Operating Agreement (this “Agreement”) without change. By registering for or using the Associates Site, you expressly acknowledge and agree to be bound by the terms and conditions outlined in this Agreement, including the Program Policies (including Associates Program Participation Requirements, Associates Program Commission Income Statement, and Income Disclaimer which are incorporated by reference into this Agreement. These policies are incorporated by reference into this Agreement and require your thoughtful consideration.
1. Definition and Interpretation:
1.1 Interpretation:
Unless the context otherwise requires: a) Whenever used in this Agreement, the terms “include(s)", “including”, and “for example” are used and intended without limitation b) words using the singular or plural number also include the plural or singular number, respectively; c) Liamuiga and the Associate are hereinafter jointly referred to as the "Parties" and individually as the "Party"; d) words of any gender are deemed to include the other gender; e) the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Section of this Agreement, as the case may be; f) The term 'Section' refers to a specifically identified portion of this Agreement, each delineated and numbered for organizational and reference purposes; g) the term “days” or “day” refers to any day other than Saturday, Sunday, and any federal holidays recognized in the United States (U.S.) or State-specific holidays; h) reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision; i) the Schedules hereto shall constitute an integral part of this Agreement; k) where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings; l) words used in this Agreement, unless defined separately, shall be interpreted in the ordinary meaning of such word and terms in the Agreement can be defined at any part of this Agreement and shall still bear the defined meaning for the whole of this Agreement, if used in capitalized form.
1.2 Definitions:
(a) Applicable Laws: The term "Applicable Laws" refers to any statute, law, regulation, ordinance, rule, judgment, notification, principle of common law, order, decree, by-law, governmental sanction, directive, guideline, stipulation, or any other governmental limitation. This also encompasses any analogous form of decision, determination, interpretation, policy, or administration, possessing the legal force of any pertinent governing authority. These may be in effect either as of the date of this Agreement or subsequent thereto and they may originate from common law or the legal statutes of any relevant jurisdiction;
(b) Designated Links: The term “Designated Links” refers to unique tracking links assigned to individual affiliates. These links are used to track the traffic and sales generated by each affiliate, allowing the program operator to accurately attribute commissions or referral fees to the appropriate affiliate marketers;
(c) Force Majeure Event: The term "Force Majeure Event" refers to any unforeseen circumstance beyond the reasonable control of either Party, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, pandemic, lockdown, lockouts, epidemics, governmental actions, and any other events or circumstances beyond the Parties' control that directly impact the performance of this Agreement.
(d) Liamuiga Giveaway: The term "Liamuiga Giveaway" refers to charitable giving;
(e) Liamuiga Mark: The term "Liamuiga Mark" refers to the Liamuiga International Outreach trademarks, service marks, trade names, logos, and other branding elements associated with Liamuiga International Outreach;
(f) Program Policies: The term Program Policies refers to the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement and any other policies that apply to tools, subprograms, and features made available to you under the Associates Program including any updates of the Program Policies from time to time;
(g) SPAM: The term SPAM refers is defined to include the following actions: i) Send, initiate or procure the sending of an Email to any person who has either not explicitly requested to receive such messages (or has explicitly requested to receive no further Emails) specifically from Associate, including without limitation for the purposes of sending unsolicited bulk email, executing any “mass mailings” or “email blasts,” or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service. ii) Employ any false or deceptive information regarding Associate’s identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Associate identity, and the intent, subject, and origin of the Email. iii) Fail to include clear, valid, and conspicuously displayed “From” and “Subject” lines in the Email; Fail to include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to receive no further messages from Associate (“Opt Out Request”) for no less than thirty (30) days from the date the Email was sent; or Fail to honor any Opt-out Request within ten (10) days of receipt of such Opt-out request by Associate. iv) Obtain email addresses via automated means or send any Email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy. v) Employ any fraudulent, deceptive, false, or misleading information in connection with the Emails. vi) Send any commercial marketing email or promotion to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age. vii) Special Promotion Terms: The term “Special Promotion Terms” refers to the terms governing future promotions. These terms will include customized rules, incentives, and conditions provided to affiliates for specific promotional campaigns or periods; viii) Standard Commission Income: The term “Standard Commission Income” refers to the commission than an Associate earns from each Donation made through the Affiliate referral link; ix) Special Commission Income: The term “Special Commission Income” refers to commissions generated from special promotions; x) Sponsored Link: The term "Sponsored Link" refers to a paid promotional link placed by an affiliate marketer to drive traffic to an advertiser's website or specific products, services, or prizes. The affiliate marketer earns a commission for successful conversions or actions stemming from the traffic generated by the sponsored link.
2. Description of the Associates Program
The Associates Program permits you to monetize your website, social media user-generated content, or online software application (referred to here as your “Site”). This is achieved by featuring on your Site links to an Associates Site in Schedule 1 or, if applicable for the location, any other site incorporated in the Associates Program Commission Income Statement (each “Liamuiga Site”). The links must properly use the special “tagged” link formats we provide and comply with the terms outlined in this Agreement, collectively known as “Special Links.”
When our customers click through or engage with these Special Links to make a donation to enter a giveaway on the Liamuiga Giveaway Site or take other actions, you become eligible for commission income on qualifying donations. To support your promotion of these items or services, we may provide you with data, images, text, link formats, widgets, links, marketing content, application program interfaces, and other linking tools and information (“Program Content”) in connection with the Associates Program. It is important to note that Program Content explicitly excludes any data, images, text, or other information or content related to prize offerings on any site other than the Liamuiga Site.
3. Associates Program Compliance Requirements
You must comply with this Agreement to participate in the Associates Program and receive commission income. You must promptly furnish us with any requested information necessary for verifying your compliance with the terms stipulated in this Agreement.
If you violate this Agreement, or if you violate terms and conditions of any other applicable Liamuiga marketing agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by the Applicable Laws) cease payment of (and you agree you shall not be eligible to receive) any and all commission income otherwise payable to you under this Agreement, whether or not directly related to such violation without prior notice and without prejudice to any right Liamuiga may have to seek damages beyond the amount associated with the violation .
4. Refunds
Liamuiga does not offer refunds due to its status as a Washington 508(c)(1)(a) faith- based tax-exempt nonprofit organization. It is important to note that all entries are considered final, and every entry dollar amount is treated as a donation. Donations are fully tax deductible to the extent permitted by law.
5. Warranties
5.1 You represent, warrant, and covenant that a) you are a legal resident of the U.S.; b) you are at least 18 years old, and you further affirm that if you are under 18, you will only access or use the Associates Site under the supervision of a parent or guardian. You specifically warrant that you will not attempt to make a donation on the Associate Site without appropriate parental or legal guardian oversight if you are a minor. Liamuiga reserves the right to take appropriate measures, including the termination of your account, if it is discovered that you have misrepresented your age or violated this representation and warranty; c) You have the legal capacity to enter into contracts; for example, you are not subject to any legal impediment that would prevent you from entering into any contractual agreements including this Agreement; d) neither your participation in the Associates Program nor your creation, maintenance, or operation of your Site shall violate any Applicable Laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing); e) you will participate in the Associates Program and shall create, maintain, and operate your Site in accordance with this Agreement; f) you have independently evaluated the desirability of participating in the Associates Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; g) you shall not participate in the Associates Program or use any other Service Offerings if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using any Service Offering; h) you shall comply with all U.S. law, that may apply to goods, software, and technology; and i) the information you furnish in connection with the Associates Program shall remain accurate and complete at all times. You can update your information by logging into your account on the Associates Site and selecting “Account Settings";
5.2 We do not make any representation, warranty, or covenant regarding the amount of traffic or commission income you can expect at any time in connection with the Associates Program. We shall not be held liable for any actions you undertake based on your expectations.
6. Identifying Yourself as an Associate
6.1 Mandatory Disclosure Requirements: In compliance with this Agreement, you must clearly and prominently state the following, or any substantially similar statement previously authorized under this Agreement, on your Site or any other location where Liamuiga International Outreach may authorize your display or other use of Program Content: “As a Liamuiga Associate, I earn from qualifying donations.” Except for this disclosure, and unless mandated by Applicable Laws, you shall not make any public communication with respect to this Agreement or your participation in the Associates Program without our advance written permission.
6.2 Accurate Representation of Relationship: You are expressly prohibited from misrepresenting or embellishing our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
7. Term and Termination
7.1 The term of this Agreement shall begin upon your registration for or use of the Associates Site. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under Applicable Laws), by giving the other Party written notice of termination provided that the effective date of such termination shall be 7 calendar days from the date notice is provided. You can provide termination notice by logging into your account on the Associates Site and selecting the option to close your account in “Account Settings”.
7.2 In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: a) you are in material breach of this Agreement; b) you otherwise fail to cure within 7 days of our notice to you regarding any other breach of this Agreement (including any of the Program Policies); c) we believe that we may face potential claims or liability in connection with your participation in the Associates Program; d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Associates Program; e) your participation in the Associates Program has been used for deceptive, fraudulent, or illegal activity; f) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either Party under this Agreement; g) we have previously terminated this Agreement (or suspended your account) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or h) we have terminated the Associates Program as we generally make it available to participants.
7.3 For the avoidance of doubt and without limitation for purposes of the foregoing subsection: a) any violation of Section 6 and as specified in the Program Policies shall be deemed a material breach of this Agreement.
7.4 We may hold accrued unpaid commission income for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).
7.5 Upon any termination of this Agreement, all rights and obligations of the Parties shall be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the Parties under this Agreement and as specified in the Program Policies, together with any payable but unpaid payment obligations under this Agreement, shall survive the termination of this Agreement. No termination of this Agreement shall relieve either Party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
8. E-mails Publications
8.1 If Associates ends, or cause to be sent, any messages or communications by electronic means,
8.2 Associate agrees to not utilize in promoting Liamuiga. Liamuiga maintains a ZERO tolerance may result in the immediate suspension or termination of the Associate account with a cancellation of and legal action and beheld liable for any financial loss incurred by Liamuiga. Any emails you send in connection with this Associates Program must comply with the law.
9. Compliance with Law and Regulations; No Conflict.
9.1 Associate shall comply with any and all Applicable Laws, regulations (including without limitation the Federal Trade Commission Endorsement Guides) and statutes of the U.S. or any other state, country, or jurisdiction in which he acts, including without limitation, such that relate to advertising, dissemination of email, and/or electronic communications. It is the Associate’s responsibility to be aware of all such regulations, statutes, and laws. You need to comply with all Applicable Laws in connection with your activities.
9.2 Associates may only send Emails and/or a message regarding Liamuiga or Associates Program. Failure by Associate to abide by this Section 9, CAN-SPAM Act or COPPA, in any manner, shall be deemed a material breach of this Agreement by Associate and foreclose any and all rights Associate may have to any Associate Fee.
9.3 Associate undertakes to immediately inform Liamuiga in writing in case Associate participates in other programs offered by Liamuiga, including the Associates Program. In such case, Liamuiga, in its sole discretion, may choose to keep Associate in only one program, but in any event – not both unless confirmed otherwise in writing by Liamuiga. In case Liamuiga has any doubt that Associate participates in two or more different programs without Liamuiga prior written approval, Liamuiga may terminate the Agreement immediately and any unpaid or earned (whether from one or all the programs) shall be void and cancelled, all on Liamuiga’s sole discretion. Notwithstanding the foregoing, Liamuiga shall be entitled to reclaim any Associate Fee paid to an Associate who participated in two or more different programs without Liamuiga’s prior written approval.
10. Prohibition on Sponsored Links and Other Activities.
10.1 Associate shall not use, procure, bid on, or otherwise arrange for a Sponsored Link which uses or includes any of the Liamuiga Marks. You shall not use Sponsored Links for the Associates Program.
10.2 Associate shall not register, procure, or use any internet domain name that includes any of the Liamuiga International Outreach or Liamuiga Marks or any variations thereof. You shall not purchase any domain name that includes our trademarks.
10.3 Associate may not promote any Special Promotions Terms offered by Liamuiga.
10.4 Associate is prohibited from making inaccurate, deceptive, or otherwise misleading claims about Liamuiga and the Liamuiga Giveaway. In addition, Associate is prohibited from (i) taking any action that may cause Associates Site's visitors to confuse between the Associate and Liamuiga; or (ii) misrepresenting the relationship between Associate and Liamuiga. For the avoidance of doubt, Associate may not claim that Liamuiga endorses supports and/or sponsors the Associates Site. You cannot make misleading claims about Liamuiga.
10.5 Associate shall not use any ("Ads”) or Designated Links in connection with links in connection with any client-side software application (e.g. toolbars, extensions, or any other applications that are downloaded or installed by any Site visitors) on any device.
11. Disclaimers
THE ASSOCIATES PROGRAM, THE LIAMUIGA INTERNATIONAL OUTREACH SITE OR ASSOCIATES SITE OR ASSOCIATES SITE, ANY PRIZES OFFERED ON THE ASSOCIATES SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRIZE ADVERTISING API, DATA FEED, PRIZE ADVERTISING CONTENT, OUR AND OUR ASSOCIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE LIAMUIGA MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR ASSOCIATES (AFFILIATES) OR LICENSORS IN CONNECTION WITH THE ASSOCIATES PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS SHALL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS SHALL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE ASSOCIATES PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE ASSOCIATES PROGRAM. NOTHING IN THIS SECTION 11 SHALL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS. PLEASE NOTE THAT YOUR DONATIONS ARE FULLY TAX DEDUCTIBLE TO THE EXTENT PERMITTED BY LAW.
12. Ownership of Intellectual Property
You acknowledge and agree that all rights, title, and interest in and to any special links, link formats, content, the prize advertising API, data feed, prize advertising content, our and our Associates' domain names, trademarks, and logos (including the Liamuiga Marks), and all technology, software, functions, materials, data, images, text, and other intellectual property, information, and content provided or used by or on behalf of us or our Associates (Affiliates) or licensors in connection with the Associates Program (collectively the "Service Offerings") are and will remain the exclusive property of Liamuiga or its licensors. You agree not to (i) modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Service Offerings (ii) use the Service Offerings for any purpose other than as expressly authorized in these Terms and Conditions or in writing by Liamuiga International Outreach, or (iii) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices appearing on or in connection with the Service Offerings. Any unauthorized use of the Service Offerings may violate intellectual property laws and other regulations. Liamuiga reserves all rights not expressly granted in this Agreement.
13. Limitations on Liability
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH SHALL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAWS.
14. Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, WE SHALL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE,(C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAWS, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY OF THE PROGRAM POLICIES), (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY LIAMUIGA INTERNATIONAL OUTREACH PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.
15. Governing Law and Disputes
Any dispute relating in any way to the Associates Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our associates shall be subject to the governing law and disputes provision for the applicable Liamuiga Site.
16. Taxes
Any taxes and related obligations relating in any way to the Associates Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our associates shall be subject to the tax provision for the applicable Liamuiga Site.
17. Additional Provisions
17.1 We may send you emails relating to the Associates Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of Special Links and Program Content (for example, that a particular Liamuiga customer clicked through a Special Link from your Site before buying a Digital Ticket on the Associates Site), (b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Site as examples of best practices in our educational materials. For information on how we process personal information, please see the relevant Liamuiga Privacy Notice as set forth in Schedule 4.
17.2 You acknowledge and agree that (a) we and our associates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our associates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) our failure to enforce your strict performance of any provision of this Agreement shall not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
17.3 This Agreement incorporates and you agree to comply with the Program Policies. In the event of any conflict between this Agreement and any of the Program Policies, this Agreement shall control. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Associates Program and supersedes all prior agreements and discussions.
17.4 Any information relating to Liamuiga International Outreach or any of its associates that we provide or make accessible to you in connection with the Associates Program that is not known to the general public or that reasonably should be considered to be confidential is Liamuiga’s “Confidential Information” and shall remain Liamuiga’s exclusive property. You shall use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account shall be made aware of and shall comply with the obligations in this provision. You shall not disclose Confidential Information to any third party (other than your associates bound by confidentiality obligations) and you shall take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction shall be in addition to the terms of any confidentiality or non-disclosure agreement between the Parties and shall apply for the term of the Agreement and 5 years after termination.
17.5 You and we are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective associates. You shall have no authority to make or accept any offers or representations on our or our associates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you shall be deemed to have taken the action yourself. Notwithstanding anything to the contrary herein, nothing in this Agreement shall, or shall be interpreted or construed to, induce or require any Party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any U.S. laws, regulations, rules or requirements that apply to any Party to this Agreement.
18. Modification
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion and with or without posting a change notice, revise this Agreement, modify the site, or revise Program Policies on the Associates Site at any time. We shall post any revision to this Agreement to the Site, and the revision shall be effective immediately upon such posting. Also, we will send notice of such modification to you by email to the primary email address then-currently associated with your Associates account. The effective date of such change shall be the date specified, which other than increased Standard Commission Income and Special Commission Income shall be no less than two business days from the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE ASSOCIATES PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE SHALL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.
19. Miscellaneous
19.1 This Agreement shall be binding on, inure to the benefit of, and be enforceable against the Parties and their respective successors and assigns.
19.2This Agreement shall not be assignable or transferable by you without our prior written consent.
19.3 This Agreement contains the entire understanding of the Parties regarding use of the Site and Program Content, its subject and supersedes all prior and contemporaneous agreements and understandings between the Parties regarding the same. Any rights not expressly granted herein are reserved.
19.4 The provisions of this Agreement addressing disclaimers of representations and warranties, indemnity obligations, intellectual property and governing law shall survive the termination of this Agreement.
19.5 Headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation.
19.6 If any Section or Sections of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, then such Section or Sections shall either be modified to reflect the Parties intention or completely deleted, and the other Section or Sections of this Agreement will continue in effect. If any unlawful and/or unenforceable Section or Sections would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Section or Sections will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant Section or Sections will be deemed to be deleted).
19.7 In the event of a Force Majeure Event, the affected Party shall promptly notify the other Party in writing of the occurrence, specifying the nature and extent of the Force Majeure Event and its anticipated impact on the affected Party’s obligations under this Agreement. Upon receiving notice of a Force Majeure Event, the Parties shall promptly enter into good faith discussions to assess the situation and collaboratively develop a reasonable and equitable solution. This may include adjusting any timelines, revising deliverables, or considering alternative methods of performance. The affected Party will make all reasonable efforts to mitigate the impact of the Force Majeure Event on its obligations under this Agreement. This may involve implementing contingency plans or employing other strategies to minimize disruption. Once the Force Majeure Event has abated, the affected Party shall promptly notify the other Party of the circumstances and confirm its readiness to resume performance. The Parties shall work together to expedite the resumption of their obligations under this Agreement. If the Force Majeure Event causes a delay in the performance obligations of the affected Party under this Agreement, the affected Party shall be entitled to a reasonable extension of time for the performance of its obligations under this Agreement. The extension period shall be commensurate with the duration of the Force Majeure Event. Neither Party shall be held liable for any damages or penalties arising directly or indirectly from the occurrence of a Force Majeure Event, except to the extent expressly provided otherwise in this Agreement. If the Force Majeure Event continues for an extended period, either Party may have the right to terminate this Agreement by providing written notice to the other Party. Termination under this clause shall not give rise to any claim for damages by either Party. The affected Party shall maintain records and documentation related to the Force Majeure Event, including the steps taken to mitigate its impact, for the purpose of demonstrating compliance with this Section. Notwithstanding the occurrence of a Force Majeure Event, any payment obligations incurred by either Party prior to the onset of the Force Majeure Event shall survive during the Force Majeure period.
BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY THE AGREEMENT, AS AMENDED FROM TIME TO TIME.
20. Independent Investigation
20.1 Liamuiga encourages Associate to consult with legal and/or financial and/or tax and/or accounting advisors prior to entering the Associates Program. You are welcome to seek legal, financial and/or technical advice in connection with this Agreement.
20.2 Associate acknowledges and agrees that nothing herein and no statement by Liamuiga or any of its employees or other person associated with Liamuiga has prevented Associate in any way from seeking such advice before entering into this Agreement.
20.3 Associate has independently evaluated the desirability of participating in the Associates Program and he/it is not relying on any representations or statements other than as set forth in this Agreement.
20.4 ASSOCIATE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSELAND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON ASSOCIATE WITHOUT RESERVATION. ASSOCIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ASSOCIATE TO INDUCE HIM/IT TO ACCEPT THIS AGREEMENT. ASSOCIATE AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY ANDFREELY.
21. Contact
If you have any questions, concerns, or feedback regarding this Agreement, please contact us at info@liamuigagiveaway.com. We strive to respond to all inquiries promptly, but please allow a reasonable time for us to address your concerns. Your satisfaction is important to us, and we appreciate your understanding. Please note that any communication or correspondence sent through the provided contact information should adhere to our communication guidelines and refrain from sending any sensitive or confidential information.
Associates Program Commission Income Statement
February 25, 2024.
1. Purchases and Revenue
We will pay FLAT Commission Income described in Section 3 of this Commission Income Statement in connection with “Qualifying Donations”, which (subject to the exclusions described in this Commission Income Statement) occur when the customer clicks on your Associate Referral Link to make a donation to win a giveaway prize (Slot Number(s)), by adding a Digital Entry Spot number to the customer’s shopping cart and completing the order for that Digital Entry. The Digital Entry (Spot number(s)) the customer donates by choosing them from Associates Site; and then, the Digital Entry (Spot number(s)) will be emailed to the customer.
For each Qualifying Donation, the corresponding “Qualifying Revenue” is equal to the amount we receive from that Qualifying Donation, less credit card processing fees.
2. Disqualified Donations
Notwithstanding the foregoing, Qualifying Donations are disqualified whenever they occur in connection with a violation of this Associates Program Commission Income Statement or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Associates Program, including the most up-to-date version of the Agreement (collectively, the “Program Documents”). Further, the following donations that would otherwise be Qualified Donations are disqualified and excluded from the Associates Program: (a) any Digital Entry Spot made after termination of your Agreement, (b) any Digital Entry Spots order where a cancellation, (c) any Digital Entry made by a customer who is referred to a Liamuiga Site by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, DuckDuckGo, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network) (a “Search Engine”), (d) any Digital Entry made by a customer who is referred to a Liamuiga Site by a link that sends users indirectly to a Liamuiga Site via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site (a “Redirecting Link”), (e) any Digital Entry made by a customer, where such customer does not comply with the terms and conditions applicable to a Liamuiga Site, (f) any Digital Entry made that is not correctly tracked or reported because the links from your site to the relevant Liamuiga Site are not properly formatted, (g) any Digital Entry made as a subscription unless otherwise provided in the Agreement.
3. Flat Commission Income
Subject to the limitations described in this Commission Income Statement and compliance with the Agreement, we will pay you a 50% commission income. Commission Income is calculated as a percentage of Qualifying Revenue from each donation made.
4. Commission Income Limitations
From time to time, we may impose limits on Associates’ opportunity to earn Standard Commission Income or Special Commission Income. For the avoidance of doubt (and notwithstanding any time period), Liamuiga reserves the right to discontinue or modify all or part of any limitation at any time. For Commission Income Limitations, please see the Appendix (“Commission Income Limitations”).
5. Commission Income Reporting and Payment
We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Donations for the purposes of our internal tracking and creating and distributing to you our reports summarizing Standard Commission Income and Special Commission Income earned by you during that month. We will pay Standard Commission Income and Special Commission Income in the default currency (USD) for a Liamuiga Site daily after meeting the $100 threshold.
You may be permitted to elect to receive payment in a currency other than the default currency (UDS) for a Liamuiga Site.
Option 1: PayPal. We will directly deposit the commission income you earn to the PayPal account once you designate once you have provided us with the email associated with your account.
Option 2: Payment by Direct Deposit. We will directly deposit the commission income you earn into the bank account you designate once you have provided us with the name of your bank, the account number, the name of the primary account holder as it appears on the account, and other requested identifying information (such as the ABA, IBAN or BIC number, if applicable). If you select this option, we reserve the right to hold commission income until the total amount due to you reaches the minimum stated in the Payment Minimum Chart.
If you do not select or maintain valid information for a payment option, we may at our discretion pay you through another payment option or hold earned commission income until you make your selection or provide such information.
Payment Minimum Chart
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Option 1 (PayPal): Payout Threshold: $100 U.S.D.
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Option 2 (Bank Wire): Payout Threshold: $100 U.S.D. Bank Wire Fee Amount Vary
If at any time there has been no substantial activity on your account for at least 1 years, then we will have the right, with 5 days’ written notice to withhold the accrued commission income for your inactive account, up to a maximum closure withholding of an amount equal to the minimum amount listed in the Payment Minimum Chart for payment by check minus the check processing fee. Further, any unpaid accrued commission income in your account may be subject to escheatment under Applicable Laws or become extinct by applicable statute of limitation. The unpaid accrued commission income in your account will be donated to a charitable organization on our choosing.
Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement.
If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent commission income payable to you under the Agreement.
SCHEDULE
✅ Schedule 1: Liamuiga International Outreach Entity and Sites by Location
✅ Schedule 2: Governing Law and Disputes by Liamuiga International Outreach Sites
✅ Schedule 3: Tax Provision by Liamuiga International Outreach Sites
✅ Schedule 4: Privacy Notice by Liamuiga International Outreach Sites
SCHEDULE 1: LIAMUIGA ENTITY AND LIAMUIGA SITES BY LOCATION
Location: U.S.
Entity: Liamuiga International Outreach—508(c)(1)(a) Faith-Based Nonprofit Organization
Liamuiga International Outreach Sites: Liamuiga508.org, LIO508.org, LiamuigaGiveaway.com, LiamuigaAssociates.com, LIOCares.com, LiamuigaAffiliateProgram.com, IREDRC.com
SCHEDULE 2: GOVERNING LAW AND DISPUTES BY ASSOCIATES SITE
Liamuiga International Outreach Sites: Liamuiga508.org, LIO508.org, LiamuigaGiveaway.com, LiamuigaAssociates.com, LIOAssociates.com, LIOCares.com, LiamuigaAffiliateProgram.com, IREDRC.com
If in case, any controversy, conflict, dispute, claim, issue, question, disagreement, and difference of any nature or the breach thereof [“Dispute”] arise between the Parties, out of or in connection or in relation to the Agreement, the Associates Program, any transactions or activities under this Agreement, or your relationship with us or any of our associates, the Parties shall use their best efforts to settle the Dispute through informal negotiation before resorting to the binding arbitration. To this effect, the Parties shall consult and negotiate with each other in good faith, and recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. The Parties may conduct the informal negotiation proceedings through in-person meetings, phone calls, or via online video conferencing platforms such as Zoom, Google Meet, etc. If a Dispute cannot be resolved through informal negotiation within 60 calendar days (unless both Parties mutually agree in writing to extend this duration) from the date of either Party’s first written notice to the other Party to commence informal negotiation proceedings for resolution of the Dispute, then any such Dispute arising out of or in connection with or in relation to the Agreement or Associates Program, including any question regarding its existence, validity, interpretation, any actual or alleged breach hereof, termination, enforcement, performance, or discharge, shall be subject to a resolution by BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT EITHER PARTY MAY ELECT TO PROCEED IN SMALL CLAIMS COURT IF THE CLAIMS QUALIFY UNDER APPLICABLE LAWS. The Federal Arbitration Act and federal arbitration law and the laws of the state of Washington, without regard to principles of conflict of laws, shall govern this Agreement and any Dispute that may 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 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.
Before you may begin arbitration proceedings, you must send a letter notifying us of your intent to pursue arbitration and describing your claim to our registered agent, Northwest Corporate Services, 3501 S 38th Street, #109, Tacoma, WA, 98409-4210. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The AAA’s rules are at http://www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s Commercial Fee Schedule. You and we each agree that the underlying award in arbitration may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules.
YOU AND WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS SHALL 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, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT ANY SUCH CLAIM MAY PROCEED ONLY IN STATE OR FEDERAL COURT IN PIERCE COUNTY, WASHINGTON.
Notwithstanding anything to the contrary in this Agreement, you and we each agree that either Party 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. You further acknowledge and agree that our rights in the Program 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.
SCHEDULE 3: TAX PROVISION BY LIAMUIGA INTERNATIONAL OUTREACH SITES
Liamuiga International Outreach Sites: Liamuiga508.org, LIO508.org, LiamuigaGiveaway.com, LiamuigaAssociates.com, LIOAssociates.com, LIOCares.com, LiamuigaAffiliateProgram.com, IREDRC.com
Tax Provision
We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Associates Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your commission income until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
SCHEDULE 4: PRIVACY NOTICE BY LIAMUIGA INTERNATIONAL OUTREACH SITES
Liamuiga International Outreach Sites: Liamuiga508.org, LIO508.org, LiamuigaGiveaway.com, LiamuigaAssociates.com, LIOAssociates.com, LIOCares.com, IREDRC.com.
