This is an Independent Marketing Affiliate Agreement (“Agreement”) between “Company” (CGElves.com – also referred to here as CG Elves) and you, the CG Elves affiliate (“Affiliate”).
Whereas CG Elves desires to engage independent marketing affiliates to market the products of CG Elves, and Affiliate desires to engage in such services and to enroll in the CG Elves Affiliate Program (also referred to herein as “Program”), Affiliate and CG Elves (also referred to herein as “Party” in the singular and “Parties” in the plural) desire to define the terms and conditions applicable to Affiliate’s performance of such services. CG Elves and Affiliate agree as follows:
 Length of Agreement.
The parties agree this Agreement will last for a term of one (1) year, unless otherwise terminated by either party and taking effect from the date Affiliate is accepted as an Affiliate by CG Elves. This Agreement will automatically renew for periods of one (1) year unless otherwise terminated by either party.
The parties agree with regards to the enrollment of Affiliate under this Agreement as follows:
- Affiliate desires to enroll as one of CG Elves’s independent marketing affiliates to market product (“Products”) on behalf of CG Elves.
- Affiliate understands and agrees that this Agreement has no force or effect until CG Elves accepts Affiliate by notice to Affiliate. An email will be dispatched to Affiliate to Affiliate of acceptance to program. This and all future communications with Affiliate will be delivered to the email address provided by Affiliate during Affiliate’s registration, or to a new email address, if modified by Affiliate in Affiliate’s control panel in CG Elves Affiliate center.
- Affiliate understands and agrees that CG Elves may reject Affiliate’s enrollment application for any or no reason and that CG Elves is not obligated in any fashion to either accept Affiliates application to the program, nor to provide a rejection reason to Affiliate.
- Affiliate understands that Affiliate’s relationship with CG Elves, should CG Elves accept Affiliate, is non-exclusive in nature and that CG Elves may engage any number of other such independent marketing affiliates at CG Elves’s sole discretion, either privately or openly, by offering the program via the website and or by the marketing and promotions of the program.
 Responsibilities of Affiliate.
Affiliate shall satisfy the following responsibilities at all times during the term of this Agreement:
- Affiliate understands and agrees that Affiliate’s enrollment in this Program is ONLY for the purpose of promoting CG Elves products to Affiliate’s website users, visitors, members and subscribers and if specifically permited by CG Elves also via agreed upon online advertising channels.
- Affiliate may NOT use his or her affiliate link for the purpose of reducing and or gaining any revenue from any purchases Affiliate makes on CG Elves website and on any subdomains of CGElves.com for himself, his business, the business Affiliate works for and or for any other person, if Affiliate pays for purchase.
Violation of this clause may cause immediate and irrevocable termination of the Affiliate from the Program and the forfeiting of any and all affiliate income Affiliate made.
- Affiliate shall not represent to any other party that Affiliate is a sales representative of CG Elves or that Affiliate has any authority to bind the CG Elves in any fashion. While Affiliate may make simple endorsements of CG Elves Products, Affiliate will not make any fact assertions or other representations regarding CG Elves Products.
- Affiliate shall exhibit and conduct behavior in a manner consistent with the brand, reputation and credibility of CG Elves and CG Elves Products, and shall engage in no activities that reflect adversely on CG Elves or Products.
- Affiliate shall strictly follow the guidelines as provided by the CG Elves as to the marketing of CG Elves Products. CG Elves will provide basic promotional materials to Affiliate at no cost. Affiliate shall only use these promotional materials, and Affiliate may not modify these promotional materials in any fashion without express written consent from CG Elves.
Affiliate may place Program promotional materials within Affiliate’s web properties and or place of business in a conspicuous area of Affiliate’s own choosing. Affiliate shall at all times honor the trade names, trademarks, and copyrights as exists in these promotional materials.
- To be credited for sales made from Affiliates’ referrals to CG Elves website or to specific CG Elves products, Affiliate must use his or her Affiliate Link; This Affiliate Link is provided by CG Elves in the Program Affiliate Center in Affiliate Dashboard (“Affiliate Area”) in its homepage.
Affiliate can link to any page on CGElves.com website with the special affiliate link Affiliate can generate in his or her Affiliate Area, as explained in Affiliate Area Homepage.
This Affiliate Link makes it possible for the CG Elves system to track referrals and purchases Affiliate generates. Tempering or changing the Affiliate link or shortening it using link shortening services and any redirect methods may result in dysfunctional tracking of leads and inability to credit correct sales to Affiliate.
Affiliate shall follow all instructions as found on CG Elves’s website to properly receive credit for referrals originating from Affiliate’s website, web properties, online marketing and or Affiliate’s email marketing efforts.
- Affiliate will use his or her Affiliate Link when using marketing materials provided by CG Elves and or when writing to Affiliate’s subscribers and or writing articles about the CG Elves products on Affiliates website/s and or web properties.
- Affiliate will be allowed to place a short description or endorsement of CG Elves Products on Affiliate’s website or in an email and to blog about them, write articles and to promote in any permitted and legal methods.
- Affiliate may add or remove his or her affiliate links Affiliate placed online and or cease promoting the Program at any time, without prior notice to CG Elves, subject to the other provisions of this Agreement.
- Affiliate may only include a CG Elves URL (Internet link) in email marketing to recipient persons who have legally and ethically been “opted-in” to his or her email marketing and or newsletter or other subscription list/s; Affiliate shall not send his or her Affiliate Links through any form of bulk mail, purchased email lists or conduct in Internet SPAM to promote the CG Elves brand and or CG Elves products. Any affiliates found to be spamming will be immediately terminated from Program and all Affiliate income shall be forfeited. CG Elves may take legal action against SPAMMING Affiliate for damaging the CG Elves Brand name and web presence.
- Affiliate shall not provide CG Elves Internet links to any third-party.
- Affiliate shall be solely responsible for the development, operation, and maintenance of Affiliate’s website and for all materials that appear on such website, including the installation of CG Elves Internet links.
- Affiliate agrees not to advertise CG Elves Products on websites that promote sexually explicit material, violence, pirated materials, or sites that promote discrimination based on race, sex, religion, national origin, or physical disability or sites that promote illegal activities.
- Affiliate will comply with all applicable federal, state, and local laws in performance of Affiliate’s duties under this Agreement.
 Scope and Limitations of Affiliate’s Authority.
The parties agree as follows with regards to the scope and limitations of Affiliate’s authority under this Agreement:
- Affiliate has no exclusive Geographic area or territory.
- Affiliate is PROHIBITED to represent CG Elves products as Affiliate’s own products; Affiliate may NOT sell access to CG Elves products, falsely claim or in any manner mislead people to believe they are Affiliate’s products nor collect any fees for them in any manner whatsoever.
- Affiliate has no authority to solicit or otherwise accept orders on behalf of CG Elves. Affiliate shall have no right or authority to obligate CG Elves to sell Products to any party. Affiliate shall have no authority to receive payments or otherwise make collections from any party on CG Elves’s behalf.
- Affiliate shall have no authority to discuss or otherwise modify any such prices, credit terms, sales programs or other terms or conditions of sale, to authorize any customer to return Products to CG Elves for credit, or to obligate or bind CG Elves in any other manner.
- CG Elves may at its sole discretion provide Affiliate with exclusive or non-exclusive coupons and deals to aid Affiliate with marketing the program or specific CG Elves product/s. CG Elves may limit the duration and or quantity of such coupons and deals. Some coupons and or deals may be prohibited for Affiliate to publish online and may only be permitted for email marketing to Affiliate’s legal email list. Affiliate must comply with terms of such CG Elves promotional materials.
- Affiliate at no time shall engage in any unfair trade practices with respect to CG Elves or Products, and shall make no false or misleading representations with respect to CG Elves or Products. Affiliate shall refrain from communicating any information with respect to guarantees or warranties regarding Products, except such as are expressly authorized by CG Elves or are set forth in CG Elves’s literature or other promotional materials.
The parties agrees as follows with regards to the Commission paid to Affiliate under this Agreement:
- The sole and exclusive compensation to be paid by CG Elves to Affiliate in consideration for all promotional marketing services rendered by Affiliate as an independent affiliate for CG Elves shall be the Commission, as advertised on the CG Elves website where the Program is promoted with the standard Commission Rate and/or a product specific rate. In cases of certain campaign or product promotions or other cases such as a super affiliate commission, Affiliate compensation shall be as pre-agreed with Affiliate in writing via Email communication for special rates that may apply and be assigned to Affiliate and/or a product. CG Elves shall have the right, from time to time, at its sole discretion, to modify this percentage, in whole or in part. In any such instance, CG Elves shall notify Affiliate within seven (7) days prior of such change to Commission Rate.
- Upon entering the CG Elves website, all visitors Affiliate referred with his or her special tracking link (The Affiliate Link), will have a cookie placed on their computer (a small text file) to track any purchases made by the visitor. In order for Affiliate to be associated with the sale, the Affiliate’s referred visitor must purchase from the CG Elves website within 30 days of entering the site, per each time they clicked the Affiliate Link.
- Only visitors who accept cookies can be tracked for referral fees. Affiliate understands that no Commission can be paid for any purchase made by a visitor who does not accept “cookies” or who has deleted our “cookies” from their computer during the 30-day period.
- Exception to #B and #C is in cases where an affiliate-specific coupon was provided to Affiliate’s referrals, in which case Affiliate will always get credited in our system for the sale, regardless of cookies, so long as the promotional coupon code is valid.
- If Affiliate fails to use his or her special Affiliate Link, or incorrectly configures the Affiliate Link on Affiliate’s website/s or in emails to Affiliates subscriber list, r provides the wrong Affiliate-specific promotional coupon code, Affiliate will not be entitled to Commission for resulting improperly identified sales.
(In simple language: If you, as our Affiliate do not place/use your correct affiliate link when you market CG Elves products, or provide incorrect coupon codes, then we cannot track sales to you and cannot give you commission on these sales).
- Affiliate shall be credited for sales generated from his or her referrals for up to thirty (30) days from the time Affiliate’s referred visitors or leads were first tracked by the CG Elves Affiliate System.
Such tracking occurs when referral visitor clicks on the Affiliate Link and arrives at the CG Elves site. Additionally, special Affiliate-specific promotional codes/coupons may also serve to identify the Affiliate and credit Affiliate in our system for the sale, without visitor needing to click on the Affiliate Link.
- CG Elves Program software tracks referred visitors session by cookie and IP.
CG Elves uses a 3rd party WordPress Plugin Software for managing its Affiliate Program and the tracking of sales, leads and referrals. This plugin is integrated with CG Elves shopping cart which is powered by WooCommerce. All payments for purchases are powered by 3rd party payment gateways, such as PayPal. CG Elves secures entire site with SSL and with firewalls and brute force attack and spam attack prevention software, to ensure the best possible security and safety for our site visitors and their data.
- Affiliate shall get awarded for sales generated from Affiliate’s referrals so long as referrals purchase within 30 days of initial tracking cookie. This means that if you as Affiliate were first to get that visitor to CG Elves website, even if another affiliate promoted and got the same referred visitor to purchase, you will get the Commission. However, Affiliate understands that the nature of tracking software is limited to the cookies software tracks. Should your referral delete browser cookies and/or login from another IP and/or use different browser and/or device with another affiliate’s link or promotional coupon code, there is nothing CG Elves can do to prevent that affiliate from being credited with the sale. Hence it is good practice, especially when promoting a product launch, to promote it a few times to your email list and site users.
- Affiliate shall receive no Commission under any circumstances with respect to i) any unaccepted orders, ii) sales generated through illegal, forbidden and or unethical activities as specified in this agreement in Sections 3 and 4 and or iii) any sales generated after thirty (30) days after termination of this Agreement.
- Affiliate may at any time check his or her earnings and other Stats (statistics) by logging into his or her Affiliate account in the CG Elves Affiliate Program Center (Affiliate Area).
- Affiliate will receive a percentage for each completed sale, generated from Affiliate’s referral, consisting of a percent-based Commission as advertised on the affiliate program page (or other special agreed upon commission rate). This Commission is applied to the referral’s order total value after deduction of any taxes and or deductions made by coupons and discounts which may be applied to the order.
- CG Elves currently pays its Affiliates via PayPal. Affiliate must have a valid PayPal account.
- Minimum payout threshold – none. CG Elves uses PayPal Mass Payments to process and clear all outstanding Affiliate balance, even if Affiliate only had a few sales there is no minimum required threshold for payout!
- CG Elves normally processes Commission Payments at the beginning of each calendar month and will normally release any payments due by the 15th of each following calendar month. Meaning, CG Elves pays Net+15. So, for income from sales Affiliate generated (for example) in August, Affiliate gets his or her payout on September 15th. However, CG Elves may change the processing date of Commission Statements as well as payment release dates at CG Elves’s sole discretion and in such case will notify Affiliate of such changes in advance.
- Payout by Skrill or Wire to Affiliate may be granted on a case by case and needs to be agreed upon with CG Elves via CGElves.com email support channel. Skrill payments are Net+30 and have no minimum release sum. Wire payouts are carried out on a Net+30 basis and if Commission payment due falls below $10,000 (USD) a charge of $60 (USD) will be deducted from Affiliate Commission net payout.
- If Affiliate wishes to dispute the CG Elves sales tracking stats, whether regarding its accuracy, completeness or any other matter, Affiliate shall make such objection(s) known to CG Elves in writing within thirty (30) days after the date of such stats. IF AFFILIATE DOES NOT PROVIDE SUCH OBJECTION WITHIN THE THIRTY (30) DAY PERIOD, SUCH OBJECTIONS SHALL BE DEEMED WAIVED AND ABANDONED.
- Notwithstanding anything contained in this Section, any Commission otherwise becoming earned and due to Affiliate as of the termination of this Agreement, or thereafter, may be withheld by CG Elves and shall become due, if at all, only after a final reconciliation is performed by CG Elves.
CG Elves shall conduct such reconciliation within sixty (60) days after the termination date of this Agreement (“Reconciliation Date”). In lieu of withholding the entire amount of such Commission, CG Elves may, at its option, withhold only that portion as CG Elves deems necessary for its financial protection. CG Elves shall debit Affiliate’s Commission account on the Reconciliation Date for the Commission allocable to any outstanding invoices applicable to customers received through Affiliate, which CG Elves believes are not collectable or in jeopardy of non-payment. If the debits allocable to such invoices, together with any other debits not previously offset against Commission do not exceed the amount of any remaining Commission otherwise payable to Affiliate, the difference between the remaining Commission and the outstanding debits then shall be considered earned and due, and thereupon shall be paid by CG Elves to Affiliate. If all outstanding debits exceed the remaining Commission, no additional Commission shall be considered earned and due, and Affiliate shall be required to pay CG Elves the difference between such outstanding debits and the remaining Commission, upon receipt of CG Elves’s statement. After the Reconciliation Date, no additional Commission shall become earned and due to Affiliate, and CG Elves shall not be entitled to issue any additional debits against Affiliate’s Commission account.
 Ownership of Work Product, Employees, Warranty and Indemnification.
The parties hereto agree that all intellectual property rights in any ideas, modifications to CG Elves promotional materials, and other deliverables that result from the services performed by Affiliate pursuant to this Agreement (“Work Product”) are considered to be a “work for hire” and shall be therefore exclusively vested in CG Elves and/or automatically assigned to CG Elves. Affiliate agrees to promptly execute any documents necessary for CG Elves to perfect its rights in such Work Product.
Additionally, Affiliate warrants that the Work Product of all services performed by Affiliate for CG Elves shall be original and that he/she has the right to assign ownership of any/all intellectual property rights in such Work Product to CG Elves, and that it will perform all of its services in a good, professional, and workmanlike manner, in accordance with industry standards.
Affiliate agrees that it will ensure that its employees performing work under this Agreement comply with this Agreement, including, but not limited to, having such employees sign documents assigning intellectual property rights to CG Elves to the extent Affiliate is required such rights to CG Elves.
Affiliate hereby agrees to indemnify CG Elves for any liability that CG Elves may incur as a result of Affiliate’s breach of a warranty listed in this section. The terms of this Section shall survive the termination and/or expiration of this Agreement. Affiliate’s obligations pursuant to this section shall survive the termination/expiration of this Agreement.
Affiliate shall be responsible for payment of all employment and income taxes relating to Affiliate’s services and income under this Agreement. Should CG Elves have to make any such payment of employment and income taxes on behalf of Affiliate, Affiliate shall repay such amounts to CG Elves including any interest and penalties assessed to CG Elves.
 Limitation of Liability and Exclusion of Certain Remedies.
Affiliate understands that CG Elves provides the Program offered under this Agreement on an “as-is” basis and makes no warranty with regards to these program and their effect on Affiliate’s income and business.
Under no circumstance, regardless of the basis of the claim, shall the total liability of CG Elves to Affiliate exceed the total amount of completed sales from Affiliate’s legal referral activities within the last calendar month.
In no event shall CG Elves be liable to Affiliate for consequential, special, incidental, or punitive damages (including, but not limited to, legal costs and fees) from any claim asserted against CG Elves or by any third party through any party to this Agreement. The terms and provisions of this section shall survive the termination and/or expiration of this Agreement.
During the period in which Affiliate is providing services for CG Elves and indefinitely thereafter, Affiliate shall keep secret and retain in strictest confidence, and shall not, without the prior consent of CG Elves, furnish, make available or disclose to any third party or use for the benefit of itself (except as necessary to fulfill the purposes of this Agreement and/or a Services Schedule(s) attached hereto) or any third party, any Confidential Information of CG Elves. As used herein, “Confidential Information” shall mean any information relating to business or affairs of CG Elves, including but not limited to, the CG Elves, CG Elves Products, Work Product, information relating to financial statements, business strategies and plans, customer identities, customer accounts, potential customers, employees, suppliers, servicing methods, equipment, programs, style and design strategies and information, analyses, profit margins, Affiliate’s revenue share or other proprietary information used by CG Elves in connection with its business.
If Affiliate is an entity, it will make sure that the Confidential Information is disclosed only to those of its employees whose functions require that they obtain access to the Confidential Information to carry out the purpose of this Agreement, that have been informed of the confidential nature and obligations of Affiliate with respect to the Confidential Information and who are subject to a general written agreement committing such employees to conduct that would not violate Affiliate’s obligations listed in this Section with respect to such Confidential Information if such conduct was committed by Affiliate.
Affiliate’s obligations pursuant to this section shall survive the termination of this Agreement.
Competitor, for purposes of this Section, shall mean any direct competitor of CG Elves operating in a similar manner and venue. During the term of this Agreement, Affiliate agrees not to provide nor assist anyone and/or any entity(ies) in providing, the same and/or substantially similar services to a competitor of CG Elves.
For a period of 2 years after the termination of this Agreement, Affiliate understands and agrees that Affiliate shall not induce any customers of CG Elves, whether directly or indirectly through use of third parties such as employers and agents, to leave CG Elves’s business.
Any such act by Affiliate shall subject Affiliate and any such third parties to civil liability.
Notwithstanding anything to the contrary in this Agreement or any Exhibits, CG Elves may terminate this Agreement and related Exhibits without any obligation for any services that have not been rendered by Affiliate as of the date of notice of termination, upon fifteen (15) days’ notice via e-mail, facsimile or hand delivery. Upon such notice of termination, Affiliate shall immediately cease working and remove from Affiliate’s and Affiliate’s employee or associates’ computer/s and storage systems any CG Elves Work Product, CG Elves promotional materials, and any Confidential Information in Affiliate’s possession (“Termination Obligations”) and or return to CG Elves any such physical materials and certify to CG Elves, in writing, that it has performed its Termination Obligations. Affiliate’s obligations pursuant to this Section shall survive the termination/expiration of this Agreement and any/all Services Schedules.
During the term for this Agreement and for a period of two (2) years after termination of this Agreement, Affiliate shall not hire, solicit, or induce or assist any third party in soliciting or inducing any employee, contractor, or other affiliates of CG Elves to leave his or her employ or cease providing services to CG Elves, as applicable.
 No Other Relationship or Interest.
The Parties agree that this Agreement does not create any other relationship or legal interest between the Parties, including, but not limited to, employer/employee relationship, license, title, guarantee of work, or right to use any Confidential Information, except as specified by this Agreement.
In the event the Parties cannot amicably resolve a dispute or damage claim resulting from this Agreement, the Parties agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in Miami, Florida, USA, in accordance with the rules of the local Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of the parties. If the Parties cannot agree on an arbitrator, then the local Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The laws of the USA shall apply to the arbitration proceedings. The Parties agree that the arbitrator cannot award punitive damages to either party and agree to be bound by the arbitrator’s findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
 Disputes and Governing Law.
The laws of the USA without regard to any conflict of law principles govern this Agreement. No action, arising out of the transactions under this Agreement may be brought by either party more than one year after the cause of action has accrued.
 Limitations on Assignment.
Affiliate may not assign, transfer or sell all or any of its rights under this Agreement or delegate all or any of its obligations hereunder, without the prior written consent of CG Elves. CG Elves may assign this Agreement to a parent, subsidiary or affiliated firm or to another entity in connection with the sale or other transfer of all or substantially all of its business assets. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes all agreements, proposals, representations and other understandings, oral or written, of the Parties and any current or subsequent purchase order(s) provided by Affiliate.
No alteration or modification of this Agreement or any Exhibits shall be valid unless made in writing and signed by an authorized Affiliate of each Party.
The waiver by either Party of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach and any waiver must be in writing and signed by an authorized Affiliate of the Parties hereto.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Any notice or other communication required or permitted hereunder shall be given in writing to the other Party at the address stated above, or at such other address as shall be given by either party to the other in writing. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and rightful assignees.
Affiliate acknowledges by their application to become an Affiliate of CG Elves that by submitting the application form of the CG Elves website and ticking the field acknowledging they read this agreement, that the applying Affiliate indeed has read, understands and agrees to this agreement.
Furthermore, Affiliate understands and agrees that this Agreement has no force and effect until Affiliate is notified by CG Elves of Affiliate’s acceptance to the CG Elves Affiliate Program.
This agreement was last amended by CG Elves on 23/11/2015