By signing up to be an Affiliate in the Hemplily Affiliate Program (“Program”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”).
Hemplily has set up a program for affiliates to promote its products in exchange for a share of the proceeds of any sales (the “Affiliate Program”). Except as modified by a separate agreement governing the promotion of any particular product, the terms of this Agreement apply to your participation in any the Company’s Affiliate Program.
By submitting an application to participate in the Affiliate Program and/or by otherwise participating in the Affiliate Program, you are expressly agreeing to the terms and conditions set out in this Agreement and in any agreement that might apply to individual products.
Hemplily reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Program, including the release of new products and resources, shall be subject to the Terms of Service. Continued use of the Program after any such changes shall constitute your consent to such changes.
Violation of any of the terms below will result in the termination of your Account and for forfeiture of any outstanding affiliate commission payments earned during the violation. You agree to use the Affiliate Program at your own risk.
When you sign up to be an Affiliate or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Application & Acceptance
To participate in the Affiliate Program, you must complete an Affiliate Program application (“Application”). You are required to answer all questions in that Application, and your answers must be accurate and complete.
To participate in the Affiliate Program, you must provide Hemplily with your true identity and other contact information, as well as business and banking information as requested. You may not use any alias, pseudonym, persona, pen name, DBA, or other means to mask your identity or business details.
Hemplily will rely upon the information provided in your Application, and any false information will be a basis to reject your Application or to terminate your status as an Affiliate without compensation if discovered after you are approved.
Hemplily will review your Application and decide whether to accept you as an Affiliate. We will notify you in due course of your acceptance or rejection as an Affiliate. We may accept or reject your Application at our sole discretion for any or no reason.
Upon acceptance into the Affiliate Program, you will receive an email notifying you of your acceptance and that includes your Affiliate credentials (including details about how to obtain your links to share and other important information).
- You must be 18 years or older to be part of this Program.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, a for payment, and any other information requested in order to complete the signup process. In registering and providing such data, you represent and warrant that: (a) the information about you is true, accurate, current, and complete (“Registration Data”) and (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete or Hemplily has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Hemplily has the right to suspend or terminate your account and refuse any and all current or future participation in the Program.
- Your login may only be used by one person – a single login shared by multiple people is not permitted.
- You are responsible for maintaining the security of your account and password. Hemplily cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account.
- One person or legal entity may not maintain more than one account.
- You may not use the Affiliate Program for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
Links/Graphics on Your Site, in Your Emails, or Other Communications
You are permitted to place links, banners, or other graphics we provide with your Affiliate links on your site, in your emails, or in other communications. We will provide you with guidelines, link styles, and graphical artwork to use in linking to Hemplily.
To permit accurate tracking, reporting, and referral fee accrual, we will provide you with a special link to be used in all links between your site and Hemplily. You must ensure that each of the links between your site and the Hemplily properly links to your affiliate link, and not just the landing page itself. You will earn referral fees only with respect to sales on a Hemplily product occurring directly through your affiliate links; we will not be liable to you with respect to any failure by you or someone you refer to use your link incorrectly or forget to use your link, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
Affiliate links should point to the page of the product being promoted.
Referral Fees/Commissions and Payment
We will provide you with a specific link or links which correspond to certain products we are offering for sale (collectively, the “Sales Link”). The Sales Link will be specific to your account and will send online users to the Company’s website or websites. You hereby agree to fully cooperate with us regarding the Sales Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Sales Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by us and to display the Sales Link prominently on your website or social media page, as described in your Affiliate Application (collectively, the “Affiliate Site”).
Each time a user clicks through the Link posted on the Affiliate Site and completes the sale of the product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale: 20% (twenty percent).
We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
Processing and fulfillment of orders will be our responsibility. We will also provide real-time data regarding your account with us through the portal on which you log into the website.
As described above, in order to be eligible for payout, user clicks must be “Qualified Clicks.”
a) Are clicks arriving to our website or websites through properly formatted links on the Affiliate Site;
b) Are clicks arriving to our website or websites through the Affiliate’s specifically approved sites only (no other websites or social media pages);
c) Are clicks arriving to our website which relate to one specific user; and
d) Are not clicks sent by a bot or other automated web program.
User purchases must be “Qualified Purchases.” Qualified Purchases:
a) Must not be referred by any other partner or affiliate links of the Company (in other words, Qualified Purchases are only available through your specific Affiliate Link;
b) May not be purchased by an already-existing partner or affiliate of the Company;
c) May not be purchased prior to the Affiliate joining the Affiliate Program;
d) May only be purchased through a properly-tracking Affiliate Link;
e) May not be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
f) May not be fraudulent in any way, in the Company’s sole and exclusive discretion;
g) May not have been induced by the Affiliate offering the customer any coupons or discounts.
Commissions are paid via check. You must provide a valid address to receive payment, and it is not the responsibility of Hemplily to ensure the address provided is correct. Hemplily’s obligation is limited to sending a check to the address on file with the total commission payment. Once Hemplily has submitted such commission payment to you, it has fulfilled its obligation to pay your Affiliate commission(s).
Identifying yourself as a Hemplily Affiliate
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our products, say you are part of Hemplily or express or imply any relationship or affiliation between us and you or any other person or entity except as specifically approved by Hemplily (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
You may not purchase products through your affiliate links for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement.
As long as your current affiliate earnings are over $20, you’ll be paid monthly for any commissions earned the previous month. If you haven’t earned $20 since your last payment, we’ll pay you the following month after you’ve crossed the threshold.
Right To Chargeback, Offset, and Holdback
Affiliate agrees that Hemplily shall have the right to charge back the Affiliate’s account or otherwise adjust for any previously paid Commissions that ultimately are not commissionable under this Affiliate Agreement. Specifically, in the event that a sale attributed to an Affiliate is charged back, refunded for any reason, or otherwise challenged after the Commission has been paid, the Company shall have the right to charge back the Commission paid to the Affiliate.
Affiliate further agrees that Hemplily shall have the right to offset any Commissions due and payable to the Affiliate to account for any charge backs the Company experiences on sales for which Affiliate has already received a Commission.
Affiliate further agrees that Hemplily shall have the right to hold back up to 20% of the Commissions due (“the Holdback”) for a period of 90 days to ensure an ability to offset any chargebacks. In the event that the Affiliate’s chargeback percentage exceeds the Holdback for a period of two consecutive months, the Company shall have the right to increase the percentage of commissions held back from Affiliate. The Company shall provide written notice of any such increased holdback percentage that shall apply to Affiliate.
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, you should not display product prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
- The technical operation of your site and all related equipment
- Ensuring the display of Affiliate Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site)
- The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links)
- Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
- Ensuring that materials posted on your site are not libelous or otherwise illegal
Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
Term of the Agreement and Program
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to http://www.hemplily.com, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. Hemplily reserves the right to end the Program at any time. Upon program termination, Hemplily will pay any outstanding earnings accrued above $20.
Hemplily, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other Hemplily service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all potential or to-be-paid commissions in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Hemplily reserves the right to refuse service to anyone for any reason at any time.
Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in this Section.
Limitations of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of Hemplily will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Any dispute relating in any way to 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 affiliates shall be submitted to confidential arbitration, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
This Agreement will be governed by the laws of The United States, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
The failure of Hemplily to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Hemplily and govern your use of the Service, superceding any prior agreements between you and Hemplily (including, but not limited to, any prior versions of the Terms of Service).