The relationship we have with our affiliates is of the utmost importance to us. We go above and beyond to make sure that you are treated with the respect and fairness we feel that our affiliates deserve. All that we ask in return is that same level of consideration. This affiliate agreement was written with our affiliates in mind, as well as how to best protect the reputation we have worked so hard to create since our inception. With that said, please bear with us through this legal formality.
If you have any questions at all, please do not hesitate to reach out and let us know. We are very strong believers in straightforward, honest, and open lines of communication. For the quickest response please email us at support[at]robly.com.
ROBLY® AFFILIATE PARTNER AGREEMENT
PLEASE READ THIS ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ROBLY DIGITAL MARKETING, A DELAWARE LIMITED LIABILITY COMPANY (DBA ROBLY.COM).
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This agreement contains the complete terms and conditions that apply to you becoming an affiliate in Robly’s Affiliate Program. The purpose of this agreement is to allow HTML linking between your website and the Robly website. Please note that throughout this agreement, “we,” “us,” and “our” refer to Robly, and “you,” “your,” and “yours” refer to the affiliate.
2.1. To begin the application process, first you must complete and submit the online application at ShareASale.com. The fact that we auto-approve applications does not imply that we will not re-evaluate your application at a later date. We reserve the right to reject your application at our own discretion. We may reject your application if we determine that your website does not match the ideals of our program, including if it:
2.1.1. Promotes sexually explicit materials.
2.1.2. Promotes violence.
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
2.1.4. Promotes illegal activities.
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights, or to violate the law.
2.1.6. Includes “Robly” or variations or misspellings thereof in its domain name .
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor can you design your website in a manner which leads customers to believe you are Robly or any other affiliated business.
2.2. As a member of Robly’s Affiliate Program, you will have access to the Affiliate Account Manager. There you will be able to review our program’s details and download HTML code (that provides links to web pages within the Robly.com website) and banner creatives, browse and get tracking codes for our coupons and deals. For us to be able to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link that you are provided with..
2.3. Robly reserves the right, to at any time, review your placement and approve the use of your links and require that you change the placement or use of the links to go along with the guidelines provided to you.
2.4. Maintaining and updating your website will solely be your responsibility. We may monitor your site as we feel is necessary to make sure that it is up-to-date and we may notify you if we feel that that there are any changes that we feel could improve your performance.
2.5. It will be entirely your responsibility to follow all applicable intellectual property laws, as well as any other laws that pertain to your website. You must have specific permission to use any person’s copyrighted material, whether it be in the form of writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
3.1. We reserve the right to monitor your site at any time to determine if you are following the terms and conditions of this agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify you of any further changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Robly Affiliate Program.
3.2. We reserve the right to terminate this agreement and your participation in the Robly Affiliate Program immediately and without notice should you commit fraud in your use of the Robly Affiliate Program or should you abuse the program in any way. If such fraud or abuse is detected, Robly shall not be liable to you for any commissions for any such fraudulent sales.
3.3. This agreement will begin upon our acceptance of your affiliate application, and will continue unless terminated hereunder.
Either you or we may end this agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this agreement will terminate immediately upon any breach of this agreement by you.
We may modify any of the terms and conditions in this agreement at any time at our own discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Robly’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end the agreement. Your continued participation in Robly’s Affiliate Program following the posting of such a change or the posting of a new agreement on our website will indicate your agreement to the changes posted.
Robly uses a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Please review the network’s payment terms and conditions.
You must create a password so that you may enter ShareASale’s secure affiliate account interface. From their website you will be able to receive your reports that will explain our calculation of the commissions due to you.
8.1. You are completely free to promote your own websites, but naturally any promotion that mentions Robly could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Robly. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our reputation. Other generally prohibited forms of advertising include, but are not limited to, the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your own identity, your domain name, or your return email address. You may use mailings to customers to promote Robly, so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from any future mailings. Also, you may post to newsgroups to promote Robly, so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from Robly. If it comes to our attention that you are “spamming,” we will consider that cause for immediate termination of the agreement and your participation in the Robly Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click (PPC) campaigns on keywords such as robly.com, robly, www.robly, www.robly.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to redirecting it to ours, will be considered trademark violators, and will be banned from Robly’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we do reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and accurate, the leads are valid (i.e. sincerely interested in Robly’s service), and the prospects are aware that you are doing this.
8.4. Affiliates shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Robly’s website (i.e., no page from our site or any of Robly’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means other than a customer initiated click on a qualifying link on a webpage or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop-ups, commission tracking cookies to be put in place, or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search engine (search engines being, but not limited to, Google, Bing, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of the Robly website in IFrames, hidden links and automatic pop-ups that open Robly’s website; (d) targets text on websites, other than those websites that are solely owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces, or blocks the visibility of affiliate banners with any other banners, other than those that are on websites that are solely owned by the owner of the application.
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the “Licensed Materials” to the extent that you are a member in the good standing of Robly’s Affiliate Program. You agree that all uses of the “Licensed Materials” will be on behalf of Robly and the goodwill associated therewith will go towards the sole benefit of Robly.
9.2. Each party agrees not to use the other party’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this agreement, each party retains all right, title, and interest to its respective proprietary materials and no right, title, or interest is transferred to the other.
ROBLY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE ROBLY SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, AND ANY IMPLIED WARRANTIES OF ROBLY’S ABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
You represent and warrant that:
11.1. This agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this agreement and to perform your obligations under this agreement, without the approval or consent of any other party;
11.3. You have the sufficient right, title, and interest in and to the rights granted to us in this agreement.
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL, OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER ON, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ROBLY’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Robly, and its subsidiaries and affiliates, as well as their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter, will be referred to as “Losses”) insofar as such “Losses” (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your website, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Robly. 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 website or any other of your websites or otherwise, that reasonably would contradict anything in this section.
15.2. Neither party may assign its rights or obligations under this agreement to any other party, unless it is to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this agreement unless it is submitted in writing and then signed by both parties.
15.5. This agreement represents the entire agreement between you and Robly, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of this agreement.
15.7. If any provision of this agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary, such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.