Please read these terms and conditions carefully before using Our Service.
These Terms and Conditions of Use (T&Cs) apply when you visit the website at https://www.shoponlink.com/ by PERFORMDTC INC, a company incorporated in United States (“shoponlink”, “us”, “we”) of 200 CONTINENTAL DRIVE, STE 401 RM434, NEWARK, DE 19713.
Your access to and use of the Website, is subject to these T&Cs. If you disagree with any part of these T&Cs, you must cease usage of the website, or any services, immediately. By accessing or using the Website you acknowledge and agree to be bound by these T&Cs. If you are under 18 years of age, then you must obtain your parent or guardian’s consent before accessing and using the Website.
“AS IS” and “AS AVAILABLE” Disclaimer
The information contained on the Website is provided in good faith on an “as is” basis. shoponlink does not represent or warrant the reliability, accuracy or completeness of the information contained on the Website. To the extent permitted by law, shoponlink is not responsible or liable for any Liabilities arising in any way for errors in, or omissions from, the information on the Website.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service, you agree to be bound by these Terms and Conditions. If you disagree with any part of these Terms and Conditions, then you may not access the Service.You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Registration Data and Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to shoponlink, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
Managing Account and Promoting Content
Subject to the Publisher’s compliance with this Agreement,shoponlink will: 1) permit the Publisher’s participation in the Network for its assignment of the Promotional Space; and 2) grant access to the Interface. shoponlink may change any aspect of the Interface at its sole discretion.The Publisher undertakes that: 1) the Admin shall remain authorized to act on behalf of the Publisher and bind the Publisher; 2) all Authorized Users are permitted to view, or view and operate, the Publisher Account in accordance with any permissions granted on the Interface, which shall be kept up to date by the Publisher; 3) it shall use best endeavours to ensure that the Admin and all Authorized Users shall: (a) access the Interface in their own name under their own Authorized User Account; and (b) keep any passwords confidential.
The Publisher shall: 1) ensure the proper functioning and maintenance of all Links; 2) provide Brands and shoponlink with full and clear instructions as to the Brand Material it may reasonably require for the purposes of the promotion of an Brand or its Products in accordance with this Agreement and the Program Terms; 3) provide Brands reasonable access to information the Brand may require to operate the Brand Program; and 4) remain primarily liable for the acts and omissions of all SubPublishers.
shoponlink shall not be liable for any losses or damages suffered by the Publisher due to the disclosure of any Authorized User Account passwords. The Publisher shall remain primarily responsible and liable for all activities occurring under any of the Authorized User Accounts and the acts or omissions of any Authorized User.
If the Publisher suspects that a third party has gained unauthorized access to access data, the Publisher shall inform shoponlink immediately by sending an e-mail to firstname.lastname@example.org or such other e-mail as may be notified to the Publisher from time to time.
shoponlink may Suspend or withdraw any Authorized User Accounts at its discretion, or on request by the Publisher.
Under this Agreement shoponlink, or any shoponlink Group Company may, on behalf of shoponlink: 1) provide any aspect of the Network or the Interface (including the granting of sublicenses and licenses under the related policy); 2) enjoy any benefit, or exercise any right; 3) satisfy any of shoponlink’s obligations.
The Publisher may request to market Brands or their Products at their discretion by applying to participate in an Brand Program. Brands may approve or refuse such requests, and remove Publishers from Brand Programs, at any time at their discretion. The Publisher may only market an Brand or its Products under this Agreement with the Brand’s continued approval, unless specifically enabled by the proper use of the Interface.
Brands may apply Program Terms and make changes to any Program Terms at their discretion, which shall become effective on notice to the Publisher, including by publication on the Interface. Brands may change their Program Terms at any time. The Publisher is solely responsible for ensuring it is aware of any changes to the Program Terms. Subject to the Publisher ‘s compliance with this Agreement and the Program Terms, and the continued approval of the respective Brand, shoponlink will provide to the Publisher the Brand Materials.
shoponlink, however, is not obliged to review any Brand Material or check their legality or accuracy. A Publisher admitted to the Brand Program may publish the Brand Materials through its Publisher Service at its discretion and use them solely to the extent permitted under this Agreement and the Program Terms.
shoponlink may deactivate any Links on request of the respective Brand, or at its sole discretion. The Publisher shall remove any BrandMaterials from the Publisher Service immediately on request of either the Brand or shoponlink. shoponlink will use reasonable endeavors to procure that Brands comply with any terms and conditions, or other requirements, applied by the Publisher to its promotion of Brands or their Products.
Intellectual Property, Confidentiality, and Data Protection
shoponlink hereby grants to the Publisher, for the duration of its participation in the Brand Program, a revocable, non-exclusive, non-transferable, royalty-free, worldwide sublicense to publish Brand Materials, without modification, on the Publisher Service in the Promotional Spaces to the extent necessary to enable the Publisher to market the respective Brand and its Products on the Network in compliance with the Agreement and the Program Terms. A sublicense granted to a Subnetwork under this policy shall be further sublicensable by the Subnetwork to Subaffiliates on terms equivalent to this policy with shoponlink’s prior written consent. A sublicense granted by a Subnetwork under this policy shall not be capable of further sublicense by the Subaffiliate without shoponlink’s prior written consent.
shoponlink hereby grants to the Publisher a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free worldwide license to use the Interface to the extent necessary for the Publisher to participate in the Network and perform its obligations under this Agreement. The Publisher will not, and will not attempt to, change, reverse engineer or create derivative works of the Interface or the Tracking Code. Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under this clause, or which it creates under this Agreement, or which is created by operation of the Tracking Code. The Publisher shall use information and data obtained from and in connection with participating in the Network only for the purpose of this Agreement. Uses for any other purpose, or disclosure of such information and data are prohibited. Either party may identify the other party in lists of clients or customers and may use the other party’s name and logo in marketing materials and presentations. Any other use shall require the prior written consent of the other party.
Each party will only use Confidential Information to enjoy its rights or comply with its obligations under this Agreement. Save as set out in this Agreement, neither party will disclose any Confidential Information. Confidential Information shall be kept confidential. The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it: 1) is in the public domain (other than as a result of a breach of this Agreement); 2) can be demonstrated as having been independently developed by the receiving party; 3) is published on the Interface in the receipt or provision of the Services in accordance with this Agreement; 4) is required to be disclosed by law or a court order.
The Company may disclose Confidential Information to Group Companies.
The Company and the Brand will comply with all respective legal obligations under Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party’s compliance with this policy. The Company and the Brand will each comply with any data processing agreement or arrangement entered into by them in connection with Personal Data published under this Agreement.
shoponlink may disclose Confidential Information to shoponlinkGroup Companies.
Tracking and Sales
The Tracking Code and Program Terms as interpreted by shoponlink will be the sole bases for recording and determining Actions and Commissions and for tracking. No other means of recording or determining Actions or Commissions shall be used under this Agreement, notwithstanding any agreement or arrangement between the Publisher and any Brand to the contrary. Sales, Clicks and Leads will only be attributed to the Publisher where the Tracking Code records that the Publisher was responsible for the most recent referral of the Visitor to the Brand URL prior to that Sale or Lead, unless expressly agreed otherwise between the parties or specified otherwise by the Brand in the respective Program Terms, and in each case subject to any communicated “cookie hierarchy” or “commission hierarchy”. Tracked Sales, Clicks and Leads will be locked after a certain period, subject to the applicable Program Terms.
The amount of any Commissions is as may be displayed on the Interface. CPA Commissions in respect of locked Sales will be determined as either: 1) a percentage of the purchase price of the Product(s) subject of the locked Sale, as set out on the Interface; or 2) a fixed amount, irrespective of the purchase price of the Product(s) subject of the locked Sale, as set out on the Interface.
Bonuses may be agreed by the Publisher and Brands at their discretion and must be processed via the Interface. Commissions and Bonuses shall only be due for payment: 1) on receipt byshoponlink of the corresponding payment in respect of that Action from the Brand; and 2) in respect of Actions procured in accordance with this Agreement and any applicable Program Terms. Without prejudice to any other rights or remedies of shoponlink if shoponlink reasonably suspects that any Commissions paid under this Agreement have been generated in breach of this Agreement, shoponlink may set off or deduct the amount of such Commissions from any future payments due to the Publisher or from any funds held to the Publisher’s account from time to time (whether under this Agreement or any other agreement between shoponlink and the Publisher). Such deduction shall constitute a genuine pre-estimation of the loss suffered by shoponlink as a result of the payment of such Commission in breach of this Agreement.
Invoice and Payment
shoponlink will pay the Publisher: 1) Commissions in respect of locked Sales, Leads, Clicks, or one thousand Ad Impressions; and 2) Bonuses agreed between the Publisher and Brands. Payment of Commissions and Bonuses may be subject to any Brand Terms.
Payment statements for Commissions and Bonuses can be accessed by the Publisher via the Interface. The Publisher agrees to the following: 1) the Publisher agrees not to issue invoices for any Commissions and Bonuses generated under this Agreement; 2) shoponlink may provide a copy of this Agreement to the Internal Revenue Service (or equivalent local tax authority) in order to evidence the payment arrangements between shoponlink and the Publisher; 3) the Publisher will immediately notify shoponlink if it transfers any part of its business as a going concern; 4) shoponlink may engage third party service providers to administer the issuing of payments under this Agreement.
shoponlinkwill pay all due Commissions and Bonuses subject to: 1) the passing of the lock date set out in the Interface by the Brand for the respective Action; 2) any minimum payment thresholds implemented by shoponlink from time to time being satisfied; 3) the correct, accurate and complete bank and tax information of the Publisher being shown on the Interface; 4) the provision of any additional information reasonably requested by shoponlink in respect of the Publisher’s location or residence; 5) the payment not being subject to any internal audits or ‘network quality’ reviews from time to time.
All payments will be made in accordance with the payment method selected by the Publisher in the “Payment Settings” section of the respective Publisher Account on the Interface. shoponlink is not obligated to take steps to verify the accuracy of the payment information provided by the Publisher, including mailing address if the Publisher chooses to be paid by check or bank account information if the Publisher chooses to be paid by ACH. Updates to bank account information may take up to two Business Days to take effect.
All sums payable under this Agreement shall be exclusive of any sales taxes, use taxes, value added taxes, goods or services taxes or comparable taxes which, if applicable, shall be added at the appropriate rate. These taxes shall be collected and remitted pursuant to applicable law. If payments under this Agreement are subject to withholding tax, shoponlink is entitled to deduct the appropriate amount from payments to the Publisher. The parties agree to work together on reducing any withholding tax, and, upon request, shall provide documents required for any reduction, exemption, reimbursement, or deduction of withholding tax.
All amounts payable shall be paid in the currency in which the respective Commissions are received from Brands. Any costs of currency conversion or losses caused by exchange rate fluctuations shall be borne by the Publisher.
The Publisher will immediately repay any amounts paid to the Publisher in error, or other than in accordance with the Publisher’s rights under this Agreement.
Publisher accounts that are abandoned will be closed. If an abandoned Publisher account has a positive balance, the balance will be paid out to the Publisher upon closure. An abandoned Publisher account is defined as any account that has not been logged in to, nor had any transactions posted to it, for a period of 6 months. If one or the other of those conditions are true, the account will remain in an active state.
Any underpaid Commission or Bonuses must be notified to shoponlink immediately. Underpaid Commission or Bonuses notified by the Publisher to shoponlink within 12 months of the underpayment will be rectified. The Publisher hereby waives its right to recover any underpaid Commissions or Bonuses that the Publisher fails to report to shoponlink within 12 months of the underpayment.
shoponlink reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Services in connection with such Services selected by you. shoponlink reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be posted on our websites, sent by via email or postal mail. Use of the Services by you following such notification constitutes your acceptance of any new or increased charges. To the fullest extent allowed by applicable law, all fees paid hereunder are non-refundable unless otherwise permitted by this Agreement.
Relationship Between Each Other
The Publishers’ participation in the Network does not create any contract between the Publisher and any Brand. During the term of this agreement the Publisher will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any Brand where payments are made to the Publisher in respect of any marketing services (including but not limited to affiliate, display, programmatic, search, email and click-to-call marketing) other than under this Agreement, without shoponlink’s prior written approval.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
Warranties and Indemnity
Each party warrants and undertakes to the other for the Term that: 1) it has full power and authority to enter into this Agreement; 2) it holds all licenses and approvals necessary for the performance of its obligations under this Agreement; 3) it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and 4) it will not make any false, misleading or disparaging representations or statements regarding the other party.
The Publisher warrants and undertakes to shoponlink for the Term that: 1) neither the Publisher, nor any of its officers or shareholders, have previously been party to an agreement terminated by shoponlink or any shoponlink Group Company for breach; 2) no officer or shareholder of the Publisher has been an officer or shareholder of a company (or other entity) party to an agreement terminated by shoponlink or any shoponlink Group Company for breach; 3) all information about the Publisher set out in the Application Form or on the Interface is complete, true, accurate, not misleading and will be kept up to date (including, but not limited to address details, payment details and tax information); 4) its marketing of any Brand or its Products will comply with all Advertising Standards and Data Regulation; 5) the Publisher Service will be operated in accordance with all applicable laws (including Advertising Standards and Data Regulation); 6) it shall comply with the Code of Conduct at all times; 7) it shall comply with all relevant tax laws; 8) it shall retain ultimate control of the operation of the Publisher Service; 9) it is the owner or valid licensee of any Intellectual Property Rights appearing on the Publisher Service, and that no part of the Publisher Service infringes the rights of any third party; and 10) all Brand Materials will be accurately and faithfully reproduced.
The Publisher will indemnify, defend and hold harmless shoponlink and any shoponlink Group Company (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against shoponlinkany shoponlink Group Company arising out of or related in any way to any breach by the Publisher of any of the warranties, or Publisher ‘s gross negligence or willful misconduct.
Termination, Suspension, and Consequences under These Situation
This Agreement will start on the Effective Date and continue until terminated in accordance with its terms. Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if: 1) the other party materially breaches this Agreement; 2) the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator over, the other party; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, or proposes or enters a compromise with such creditors; or any similar or analogous event occurs.
shoponlink may immediately terminate this Agreement or Suspend the Affiliate if the Affiliate: 1) does not access the Affiliate Account for a period of six months or if no Commissions have been generated for a period of six months; 2) is reasonably suspected by shoponlink to have breached any: (a) of the warranties; (b) Program Terms of an Brand; (c) part of the Code of Conduct.
We may terminate or suspend your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms and Conditions.Upon termination, your right to use the Service will cease immediately.
During any period of Suspension: 1) the Publisher not permitted to access the Interface; 2) all licenses will be Suspended and the Publisher shall immediately remove any Brand Materials from the Publisher Service; 3) shoponlinkmay deactivate any Links and remove any Brand Materials from the Publisher Service (to the extent it is able); and 15.1.4 no payments will be made to the Publisher.On termination of the Agreement: 1) all licenses will terminate and the Publisher shall immediately remove any Brand Materials from the Publisher Service; 2) shoponlink may deactivate any Links and remove any Brand Materials from the Publisher Service (to the extent it is able); 3) each party will return or at the other party’s option destroy all confidential information in its possession within five Business Days; 5) all unpaid Commissions as of the date of termination, or accruing after the date of termination, shall be forfeited to shoponlink irrevocably and the Publisher hereby waives any right or entitlement to recover such Commissions and Bonuses from shoponlink. Termination of this Agreement will not affect any existing rights or remedies.
Limitation of Liability
This policy sets out the entire liability of shoponlink and its Group Companies under or in connection with the Agreement. Each party shall be liable for any breaches of Data Regulation for which they are responsible and accordingly there shall be no joint liability between the parties in respect of such breaches.
shoponlink will not be liable for any losses of the Publisher if shoponlink’s compliance with the Agreement is prevented by the acts or omissions of the Publisher.
shoponlink will not be liable to the Publisher for: loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of an Brand; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
The total liability of shoponlink in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement will be limited to the amount of Network Fee actually received by shoponlink from Brands in respect of Commissions paid to the Publisher in the 12 month period preceding the date on which the claim arose. Except as expressly stated otherwise in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Network, the Interface, the Tracking Code, their use and the results of such use are provided “as is” to the fullest extent permitted by law. shoponlink disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Network, the Interface, the Tracking Code, their use and the results of such use. The performance of the Network, the Tracking Code and the Interface relies on third parties beyondshoponlink ‘s control, and in particular, the maintenance by Brands of the proper integration of the Tracking Code into Brand URLs. shoponlink specifically disclaims any warranty: 1) that the use or operation of the Network, the Interface or the Tracking Code will be uninterrupted or error-free; 2) that the Tracking Code will be properly integrated into the Brand URLs; 3) that the Tracking Code accurately records Actions at all times; 4) in respect of the Brand Materials, including any warranty that the Brand Materials comply with Advertising Standards; 5) that defects will be corrected; 6) that the Network, the Interface or the Tracking Code are free of viruses or malicious code; 7) that any security methods employed will be sufficient; 8) in respect of any Brand or its technology and any third party or its technology; and 9) regarding correctness, accuracy, or reliability.
shoponlink shall only be held liable in cases of intent or gross negligence of one of its legal representatives, executives or other vicarious agents, in the event of any culpable breach of a material contractual obligation and limited to the amount of the typically foreseeable loss.
Nothing in this Agreement limits or excludes the liability of shoponlink in the event of culpable injury to life, limb or health, fraud, fraudulent misrepresentation or fraudulent misstatement as well as in cases of mandatory statutory liability.
When you use our Services, or send emails to us, you are communicating with us electronically. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on our Services, “push” mobile notification, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.
You agree to indemnify and hold shoponlink, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) made by any third party due to or arising out of your access to the Services, use of the Services, the violation of this Agreement by you, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, you agree to first try to resolve the dispute informally by contacting the Company.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Changes to These Terms and Conditions
We reserve the right, at our sole discretion, to modify or replace these Terms at any time.
By continuing to access or use Our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:Publisher means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to PERFORMDTC INC, 200 CONTINENTAL DRIVE STE 401 RM434 NEWARK, DE 19713.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.Service refers to the Website.
Fee means the Setup Fee, the Monthly Fee, and the Network Fee as set out in the Interface.
Terms and Conditions (also referred as “Terms“) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to shoponlink, accessible from https://www.shoponlinkr.com
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
If you have any questions about these Terms and Conditions, you can contact us:
By email: email@example.com