Cirrus Affiliate Terms & Conditions

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Cirrus Systems, Inc. (DBA Cirrus).

These Cirrus Affiliate Terms and Conditions (these “Terms”) constitute a legally binding document covering your rights and obligations for participating in the Cirrus Marketing Affiliate Program. Please read these Terms carefully before submitting your application to join our Program. We also encourage you to consult back to these Terms when promoting Cirrus as an accepted Program participant.

We reserve the right to modify these Terms at any time and will use reasonable efforts to notify you in the event we make any major changes.

Definitions

As used in these Terms:

“Cirrus”, “we”, “us”, or “our” refers to Cirrus Systems, Inc. and our subsidiaries and corporate affiliates.
“Affiliate”, “you”,or “your” refers to the individual or entity agreeing to these Terms. Any entity participating in the Program will be responsible for ensuring that its employees, agents and contractors comply with these Terms.
“our website(s)” refers to cirrusled.com and any associated or predecessor sites we may designate.
“your website(s)” refers to any websites owned and operated by you where you will Link to our website.
“Link(s)” and “linking” refer to the URL(s) developed by Cirrus or our agents and the process of connecting such URL(s) to your website(s) for purposes of promoting Cirrus, our websites and/or our products and services.
“Program” refers to the Cirrus Marketing Affiliate Program as described in these Terms and any additional details we may publish and make available to you.
“Program Materials” refers to any content developed by or on behalf of Cirrus pertaining to the Program, our websites or our products and services that are provided to you in connection with the Program.
“Program Portal” refers to any websites and/or technologies owned or licensed to Cirrus to operate the Program. The Program Portal may be used for such purposes as delivery of Cirrus marketing collateral, creation and operation of the Links and associated tracking, delivery of campaign insertion orders, calculation and payment of any fees (or discounts, where applicable) available to you as a Program participant; and other reporting functions.

Enrollment

After receiving your Program application, we will review the information you submit to us, including your website(s) and any other information submitted through the Program Portal that we deem relevant, and notify you as to whether you have been accepted or rejected for participation in our Program. We typically review and reply to Program applications within 48 hours; however it may take longer for your application to be reviewed. We reserve the right to reject any application in our sole discretion. If you feel we have made an incorrect decision in rejecting your application, you may contact us for reconsideration.

Once you are accepted into the Program as an Affiliate, we may also contact you for further discussion about your Program participation expectations and our current Program benefits.

Commission Outline

As a Program participant, you will be eligible to receive certain commissions for the marketing activities you perform on behalf of Cirrus.

As an affiliate you will receive commissions for credited referrals you make to Cirrus that turn into Approved Purchase paying customers. Approved Purchase paying customers are customers that have signed the Cirrus product agreement and made at least two payments to Cirrus. The value of this commission will be equal to 10% of the total contract value of the Cirrus product agreement and will be paid in one lump sum after the 2nd transaction has been completed. Payment schedule to the Affiliate will be based on PartnerStack’s normal payment schedule.

Here is an overview of the crediting logic that will govern if you will receive a credit for referrals that you make:

Affiliates should get credit for all new leads (form submits) that occur within 90 days of the referring click (based on timestamp in cookie that Cirrus will set on customer’s browser)
Affiliates should get credit for all sales that happen from a credited lead
In the event that the lead is not new (already a record for that email address in Hubspot), the affiliate can still get credit for the referral if the prior lead record is more than 90 days old
In the event that the user clicks the affiliate tracking link but does not submit the form during that same session, and subsequently interacts with tracking link for a different marketing channel (e.g. paid search, remarketing) prior to submitting the lead form - in that instance, the LAST referring affiliate should win the credit for that lead
In the event that the user clicks the affiliate tracking link but does not submit the form during that same session, and subsequently interacts with another affiliate tracking link prior to submitting the lead form - in that instance, the LAST referring affiliate should win the credit for that lead

Coupon Attribution & Authentication

If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:

You may ONLY advertise coupon codes that are provided to you through the affiliate program.
Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the program.
Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.
You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your site to get this deal.
Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.

Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. 'up to 40% off sale items') or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders.

Participation Requirements

When participating in our Program, you must follow the Cirrus Advertising Policies available at cirrusled.com. These Advertising Policies outline Cirrus philosophy and certain content and activities that you must avoid when promoting Cirrus, our websites and our products and services.

Your participation in the Program, including your website(s) and any technologies you employ in connection with your use of the Links and Program Portal, is subject to the following additional restrictions:

Your websites and technologies may NOT contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
Your websites and technologies may NOT contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
You may NOT in any way copy, resemble, or mirror the look and feel of our website or the Program Materials without our prior written approval.
You may NOT use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
Your websites and related content may NOT infringe on our or anyone else’s intellectual property, publicity, privacy or other rights.
Your websites, technologies and practices may NOT otherwise violate applicable federal or state laws, rules or regulations.
Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
You have sole responsibility for the development, operation, and maintenance of your website and technologies you use to participate in the Program, including all content on or linked to your website. In addition to the Participation requirements listed in this Section 4, you must follow the other guidelines and adhere to any restrictions listed in the sections that follow.

Use of Links & Program Portal

Your use of the Program Portal, Link(s) and Program Materials is subject to the following requirements and restrictions:

You will use the Links and Program Materials without manipulation of any kind.
All domains where you post or use our Links and the Program Materials must be listed in your profile on the Program Portal. In the event you change your URL(s) or wish to use another website(s), you must update your Program profile and receive our approval prior to promoting Cirrus or posting our Links or Program Materials on those site(s).
You must keep all of your contact information, including banking details, up to date in the Program Portal. If you fail to do so, you may not receive your commissions and/or other Program benefits for which you would be eligible.
You must agree to and stay in compliance with any end user terms associated with the Program Portal.
You may NOT engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
You may NOT use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.
If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided and your future commission level may be set to 0%. (This does not include using “out” redirects from the same domain where the affiliate link is placed.)
We reserve the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a 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.
You will not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text solely for the purpose of you participating in the Program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.
11. You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing is this Agreement gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack the our title to the licensed materials or the validity of the Licensed Materials or this Agreement.

Pay Per Click Guidelines

If you are enrolled in our Program and participate in other Pay Per Click (“PPC”) advertising, you must adhere to these PPC guidelines:

You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo, Facebook or any other network.
You may not use our trademarked terms in sequence with any other keyword (i.e. Cirrus Coupons).
You may not use our trademarked terms or logos in your ad title, ad copy, display name or as the display url.
You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Affiliate links must be directed to an actual page on your website.
You may not bid in any manner appearing higher than Cirrus for any search term in position 1-5 in any auction style pay-per-click advertising program.
If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program; we strongly suggest you add our trademarked terms as negative keywords.

We have a strict, no tolerance policy on PPC trademark bidding. You will forfeit all commissions earned for a minimum of the past 30 days prior to your PPC trademark bidding activities. We also reserve the right to reduce your further commissions to 0%, without notice, if we determine you have engaged in PPC trademark bidding using our trademarked terms.

Trademarks and Logos:

Cirrus, Cirrus Systems, Cirrus Systems, Inc.

Additional Restrictions

Sub-Affiliate Networks. Promoting Cirrus, our websites, products or services through a sub-affiliate network is NOT permitted unless you submit a written request to us and obtain our prior written approval. Any authorized use of sub-affiliate networks may be subject to additional terms.
If you operate or employ a sub-affiliate network without obtaining our prior approval, your Program commissions may be forfeited or reduced, at our discretion, for any sales we may track or identify as a sub-affiliate network activity. We reserve all other rights in respect of any unauthorized use of sub-affiliate networks as set out in Section 11 of these Terms.
Use of Domain Names. Use of any of our trademarked terms, or any substantially similar names, as part of the domain or sub-domain for your website is strictly prohibited (for example - your website may not be named www.Cirrusjobs.com or www.Cirrusaffiliate.com).
Your Advertising Materials. You may not create, publish, distribute, or print any written material that makes reference to our Program or that modifies the Program Materials without first submitting your materials to us and receiving our prior written consent.
Email Campaigns. If you intend to promote our Program via e-mail campaigns, the following will apply:
1. You must strictly abide by the CAN-SPAM Act of 2003 (the “Act”) (Public Law No. 108- 187) with respect to our Program.
2. E-mail must be sent by you or on your behalf by a reputable delivery provider/mechanism and must not imply that the e-mail is being sent by or on behalf of Cirrus.
3. All emails sent in connection with our Program must include appropriate opt-out link and messaging that comply with the Act.
4. All e-mail materials, including their content and any look/feel details, must first be submitted to us for approval prior to being delivered to third parties. We reserve the right to ask you to make corrections or changes to your e-mails prior to delivery.
5. You must include Cirrus as a recipient when sending e-mail messages so that we have a record of the delivery and your compliance with our requirements of the e-mail delivery.
6. Our approval of your email does not constitute compliance with the Act and you may not assert any claim against us or any third party (including a regulator) that you are in compliance with the Act based upon our approval.
Promoting Cirrus in Social Media. Your promotion of Cirrus, our websites and our products and services on Facebook, Twitter, and other social media platforms is permitted so long as you follow these general guidelines:
1. You are allowed to promote offers to your own lists; more specifically, you may use your affiliate Links on your own Facebook, Twitter, etc. pages.
2. You can NOT post your affiliate Links on Cirrus’s Facebook, Twitter, Pinterest or other social media pages of our company in an attempt to turn those Links into commissions.
3. You can NOT run Facebook ads using the Cirrus trademarked terms or logos in any portion of your ad.
4. You can NOT create any social media account that includes Cirrus trademarked terms or logos in the page name, as a descriptor and/or as your username.

Confidentiality & Non-solicitation

Except as otherwise provided in these Terms or as granted by us with prior written consent, you agree that all information, including, without limitation, these Terms, our business and financial information, our customer and vendor lists, our pricing and sales information, and all other details concerning us or any of our corporate affiliates that are provided to you by us or on our behalf will remain strictly confidential and secret. You may not, and will prevent other parties acting on your behalf from, use any such information for any purpose other than your participation in the Program. Your confidentiality obligations stated in this Section will not apply solely to the extent that any such information is generally known or made available to the public by us prior to your use of such information. You will not use any information obtained from the Program to develop, enhance or operate a service that competes with the Program, or assist another party in doing the same.

You agree to not solicit any employee of Cirrus. during your participation in the Program and for a period of one year following your cessation or termination as a Program participant.

Relationships

Nothing in these Terms will be deemed to establish a partnership, joint venture, agency, franchise, sales representatives, or employment relationship between you (or any Affiliate Participant) and Cirrus or our corporate affiliates. You will have no authority to make or accept any offers or representations on our behalf. If you are currently employed by Cirrus or our affiliates, you and your immediate family members are prohibited from joining the Program and from earning associated commissions.

Compliance with Laws

Generally. In addition to your compliance with these Terms, you further agree that you will follow all applicable laws of the countries in which you operate and those countries where you promote Cirrus. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive if you are conducting business in or promoting Cirrus to end users in one or more of the European Union countries.
FTC Disclosures Specifically. You must include a disclosure statement within any and all of your websites, subpages, blog/posts, or social media posts where Links to our Program, the Program Materials or any materials created by you are presented as an endorsement or review or Cirrus, and all other locations where it is not or may not be clear to the viewer that the Link is a paid advertisement. Your disclosure statement should adhere to the following:
1. Your disclosures must be clear and concise, stating that Cirrus is compensating you for your review or endorsement.
2. Your Disclosures must be made at the beginning of the claims and may not appear solely in a “Terms of Use”, “Legal”, “About Us” or another linked page.
3. Your Disclosures should be placed above the fold and visible before any jump; scrolling should not be necessary to find you disclosure.
4. Pop-up, hover state and button disclosures are prohibited.
5. Your disclosures should be made in the same medium (e.g. video, text) as your endorsement or review claim.

These disclosure requirements apply to all social media, even when space is restricted (e.g. tweets). For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf

Cirrus Reserved Rights

We reserve the right, in our sole discretion, to set your future commission rates to 0%, suspend your Program accounts, rescind commissions accrued or previously paid to you, and/or remove you from the Program in the event of any fraudulent or misleading activity associated with your use of the Links or Program Materials, or any other Program violations committed by you or any party acting on your behalf, any party under your reasonable control or any party that obtains access to the Program, Links or our marketing materials through you (collectively “Affiliate Participants”).

Additionally, if we ask you for clarification or more information on any clicks, end user activity or content created by you that we suspect may be in violation of these Terms (including our policies referenced herein), we expect that you will respond in a timely and honest manner. We reserve all suspension, revocation and termination rights described in this Section 11 in the event that:

you are not forthcoming, intentionally vague or are found to be lying;
you are not responsive within a reasonable time period and after multiple attempts by us to contact you using the contact information listed in your Program Portal profile; or
we have determined or suspect fraudulent activity related to your participation in the Program and request further information from you, and you cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.

Our Customers

Customers who buy products through this the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.

Order Processing

Only items that were purchased by customers who use the Program Affiliate Link from your site to our website are considered 'direct sales'. Direct sales placed through the Program Affiliate Link on your site are reduced by items that are not shipped, canceled by customers, returned, charged back or refunded at a later date.
We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.
We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your site to our website. A statement of activity is available to you through your affiliate interface.

Indemnification

You hereby agree to indemnify, defend and hold harmless Cirrus and our subsidiaries, corporate affiliates, partners, licensors, directors, officers, employees, and service providers (the “Cirrus Participants”) against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of these Terms (including all representations, warranties, covenants, restrictions and obligations herein) by you or any Affiliate Participant; (ii) you or any Affiliate Participant’s misuse of the Links, Program Portal, Program Materials, our confidential information, or any other content or intellectual property connected with our Program; (iii) any claim related to your website, including but not limited to, the content contained on such website (excluding claims based upon our Links or the Program Materials); and (iv) your or any Affiliate Participant’s violation of applicable law, rule, regulation or court order.

Disclaimers

THE Cirrus MARKETING AFFILIATE PROGRAM AND LINKS, INCLUDING OUR PROGRAM MATERIALS, PRODUCTS AND SERVICES, ARE PROVIDED TO YOU "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Cirrus DOES NOT WARRANT THAT THE PROGRAM, LINKS, PROGRAM MATERIALS, OR ANY Cirrus SERVICES OR PRODUCTS, WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM, LINKS OR PROGRAM MATERIALS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. Cirrus EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT, OMISSION OR ERROR OF ITS SERVICES PROVIDERS OR OTHER CORPORATE AFFILIATES OR THEIR RESPECTIVE PRODUCTS AND SERVICES. Cirrus DOES NOT GUARANTEE THAT YOU WILL BE ELIGIBLE FOR OR EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

Limitation of Liability

IN NO EVENT WILL Cirrus OR Cirrus PARTICIPANTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM PORTAL OR PROGRAM MATERIALS; ANY TECHNICAL MALFUNCTIONS, COMPUTER ERRORS, CORRUPTION OR LOSS OF INFORMATION; OR FOR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT WILL Cirrus OR Cirrus PARTICIPANTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY, WRONGFUL DEATH, OR SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT Cirrus OR Cirrus PARTICIPANTS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. Cirrus CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY IN CONNECTION WITH THESE TERMS AND THE PROGRAM, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE LESSER OF (I) ONE THOUSAND DOLLARS OR (II) THE COMMISSION AMOUNTS PAID TO YOU BY Cirrus DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

Confidentiality

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.

Miscellaneous

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 us. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of New York without regard to the conflicts of laws and principles thereof.
You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
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.
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.
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.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. 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.

Affiliate Terms & Conditions

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