TréSkin Affiliate Program Agreement
This Program Agreement (the "Agreement") is made and entered into by and between TréSkinRX, Ltd. ("TréSkin" or “we"), and you, ("you" or “Partner") the party submitting an application to become a TréSkin Affiliate Partner. The terms and conditions contained in this Agreement apply to your participation with ("Partner Program”).
Enrollment in the Affiliate Partner Program
You must submit a Partner Program application from our website. You must accurately complete the application to become a Partner (and provide us with future updates relative to account information) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Partner Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.
Obligations of the Parties
Subject to our acceptance of you as a Partner and your continued compliance with the terms and conditions of this Agreement, TréSkin agrees as follows:
We will make available to you via the Partner Program, graphic and textual links to the Program Website and/or other creative materials (collectively, the “Links”) which you may display on websites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, “Media”). The Links will serve to identify you as a member of our Partner Program and will establish a link from your Media to the Program Website.
We will pay Partners for each Qualified Action (the “Commission”). A “Qualified Action” means an individual person who (i) accesses the Program Website via your personal Link and makes a qualified purchase, where the Link is the last link to the Program Website, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all the information required for such action within the time period allowed by TréSkin and (v) is not later determined by TréSkin to be fraudulent, incomplete, unqualified or a duplicate. Commission payments will only be sent for transactions that have been successfully completed. Transactions that result in charge backs or refunds will not be paid out and/or reversed from subsequent commissions.
Affiliate Program Commission Payouts
TréSkin commissionable earnings shall be calculated on a dollar-for-dollar, percentage basis. Earnings are payable monthly, within ten calendar days of month end, at 10%, paid to store credit of all connected customer sales.
Commission amount is dependent on order value, not including extra fees (tax, shipping cost, etc). Discounted product specials and close-out/clearance items are non-commissionable during the promotion period.
Payment for Commissions is dependent upon Clients providing such funds to TréSkin, and therefore, you agree that TréSkin shall only be liable to you for Commissions to the extent that TréSkin has received such funds from the Clients. You hereby release TréSkin from any claim for Commissions if TréSkin has not received such funds from the Clients. TréSkin will pay all approved Commissions earned monthly to store credit. We reserve the right to charge back to your account any previously paid Qualified Actions that result in a product return or are later determined to have not met the requirements to be a Qualified Action. Commission payment bank fees incurred by TréSkin shall be a business cost to the Company, thus, no fees or charges will be assessed to Affiliate Partners. Monthly commission period ends at 6:59PM EST, on the last day of the month. Any transaction occurring after that time period will roll into the following monthly commission period.
All tracking of Links and determinations of Qualified Actions and Commissions shall be made by TréSkin in its sole discretion. In the event that Partners dispute in good faith, any portion of an invoice, Partner must submit that dispute to TréSkin in writing and in sufficient detail within thirty (30) days of the date on the invoice. If the Partner does not dispute the invoice as set forth herein, then Partner agrees that it irrevocably waives any claims based upon that invoice. In the event that a Partner is also tracking Qualified Actions and the Partner claims a discrepancy, Partner must provide TréSkin with Partner’s reports within three business days after the last day of the calendar month, and if TréSkin and Partner’s reported statistics vary by more than 10% and TréSkin reasonably determines that the Partner has used generally accepted industry methods to track Qualified Actions, then TréSkin and the Partner agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then TréSkin’s numbers shall govern.
If a Partner has an outstanding balance due to TréSkin, under this Agreement, or any other agreement between the Partner and TréSkin, whether or not related to the Partner Program, Partner agrees that TréSkin may offset any such amounts due to TréSkin from amounts payable to the Partner under this Agreement.
Partner also agrees to:
Have sole responsibility for the development, operation, and maintenance of, and all contact on or linked to, your Media.
Ensure that all materials posted on your Media or otherwise used in connection with the Partner Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that TréSkin informs you that it considers objectionable (collectively, “Objectionable Content”)
Not make any representations, warranties or other statements concerning TréSkin or Client or any of their respective products or services, except as expressly authorized herein.
Make sure that your Media does not copy or resemble the look and feel of the Program Website or create the impression that your Media is endorsed by TréSkin or Clients as part of the Program Website, without prior written permission from TréSkin.
Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
Comply with the terms, conditions, guidelines and policies of any third party services used by the Partner in connection with the Partner Program, including but not limited to; email providers, social networking services and ad networks.
Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly disclosed all information, collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Partner Program and the provision of such personally identifiable information to TréSkin and Client for use as intended by TréSkin and Client.
The following additional program-specific terms shall apply to any promotional programs set forth below:
Advertising Campaigns
No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by TréSkin in writing. Any pop-ups used for the Partner Program shall be clearly identified as Partner serviced in the title bar of the window or any client-side ad service software used by Partner shall only have been installed on an end-user’s computer if the function of the software is clearly disclosed to end-users prior to installation. The installation is pursuant to an affirmatively accepted and plain-english end-user license agreement and the software be easily removed according to generally accepted methods. Partners are restricted from running sponsored ads which place the ad above the TréSkin Website search engine results or resemble the official company website.
Coupon Code Restriction
Affiliates are strictly prohibited from using coupon codes to promote or attract customers. This includes, but is not limited to, unauthorized sharing of codes through public platforms, social media, or coupon-sharing websites. Many customers searching for coupons are already TreSkin customers and may be connected to other affiliates. To respect these existing relationships, any affiliate found using coupon codes to drive traffic or generate sales will be subject to termination from the program and forfeit any earned commissions.
Partner Network Campaigns
For all Partner’s that maintain their own affiliate networks, Partners agree to place the Links in its affiliate network (the “Network”) for access and use by those affiliates in Affiliate’s Network (each a “Third Party Affiliate”). Partner agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Partner agrees to maintain its Network according to the highest industry standards. Partner shall not permit any party to be a Third Party Affiliate whose website or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with the Partner. The Partner must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. The Partner shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, the Partner shall promptly disclose to the identity and contact information for such Third Party Affiliate. The Partner shall promptly remove any Third Party Affiliate from the Partner Program. Unless TréSkin has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by TréSkin, Partner shall remain liable for all acts or omissions for any Third Party Affiliate.
Confidentiality
Except as otherwise provided in this Agreement or with the consent of TréSkin, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our Partners provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Partner Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Partners shall not use any information obtained from the Partner Program to develop, enhance or operate a service that competes with the Partner Program, or assist another party to do the same.
Solicitation
Partners participating in the Affiliate Partner Program shall not solicit other Partners for participation in non-TréSkin marketing programs or related businesses. Should reasonable evidence of solicitation occur, TréSkin reserves the right to suspend and/or terminate the Partners affiliate Link and program participation.
Limited License & Intellectual Property
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Partner Program and assisting in increasing sales through the Program Website.
You may not alter, modify, manipulate or create derivative works of the Links or any TréSkin graphics, creative, copy or other materials owned by, or licensed to, TréSkin in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Partner Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of TréSkin’s trademarks, service marks, copyrights, patents or trade secrets. You agree that TréSkin may use any suggestion, comment or recommendation you choose to provide to TréSkin without compensation. All rights not expressly granted in this Agreement are reserved by TréSkin.
Termination
This Agreement shall commence on the date of our approval of your Partner Program application and shall continue thereafter until amended or terminated as provided herein. You may terminate your participation in the Partner Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation, you will immediately cease all use of and delete all Links, plus all TréSkin or Client intellectual property, and will cease representing yourself as a TréSkin Partner. All rights to validly accrued and qualified commissions, shall be paid on/or before program termination.
Remedies
In addition to any rights and remedies available to use under this Agreement, TréSkin reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid commissions to your account if (i) TréSkin determines that you have violated this Agreement, (ii) TréSkin receives any complaints about your participation in the Partner Program which TréSkin reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Partner Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of any material breach of this Agreement, TréSkin reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
Anti-Spam Policy
You must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Partner Program must include the appropriate party’s opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Partner Program that you submit the final version of your email to TréSkin for approval by sending it to customerservice@treskin.com and upon receiving written approval from TréSkin to your email the email may be transmitted to third parties. It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon TréSkin’s approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon TréSkin’s approval.
Fraud
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Partner Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using steal-ware, cookie-stuffing and other deceptive acts or click-fraud. TréSkin shall make all determinations about fraudulent activity in its sole discretion.
Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, TréSkin represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to TréSkin’s own business operations or TréSkin’s proprietary products or services.
Modifications
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective the ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Partner Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, TréSkin may change, suspend or discontinue any aspect of a Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Partner agrees to promptly implement any request from TréSkin to remove, alter or modify any Link, graphic or banner ad that is being used by Partner as part of the Partner Program.
Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Partner Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Partner Program.
Mutual Indemnification
Partner hereby agrees to indemnify, defend and hold harmless TréSkin and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorney’s fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by the Partner herein, (ii) any misuse by Partner, or by a party under the reasonable control of the Partner or obtaining access through the Partner, of the Links, or TréSkin or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
TréSkin hereby agrees to indemnify, defend and hold harmless, the Partner and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney’s fees and costs) based on a claim that TréSkin is not authorized to provide you with the Links.
Disclaimers
THE PARTNER PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO PARTNER “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TRESKIN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TRESKIN DOES NOT WARRANT THAT THE PARTNER PROGRAM OR LINKS WILL MEET PARTNER’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PARTNER PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. TRESKIN EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. TRESKIN DOES NOT GUARANTEE THAT PARTNER WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
Limitation of Liability
IN NO EVENT SHALL TRESKIN BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEBSITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF TRESKIN. IN NO EVENT WILL TRESKIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, 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 TRESKIN HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. TRESKIN’S CUMULATIVE LIABILITY TO PARTNER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO PARTNER BY TRESKIN IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Governing Law & Miscellaneous
The Partner shall be responsible for the payment of all attorneys fees and expenses incurred by TréSkin to enforce the terms of this Agreement. The governing laws relative to any dispute related to TréSkin business and this Agreement shall be governed under the state of Michigan. This Agreement contains the entire agreement between TréSkin and the Partner with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. The Partner agrees that TréSkin shall not be subject to or bound by any Partner insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether TréSkin “clicks through” or otherwise indicates its acceptance thereof. This Agreement will be binding and will inure to the benefit of the legal representatives successors and valid assigns of the parties hereto. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. TréSkin maintains the right to amend the Affiliate Program and/or terminate the program as warranted by business conditions. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver or any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
By submitting an application to the Partner Program, you affirm and acknowledge that you have read the Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to the Partner Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. If you have any questions, please send an email to customerservice@treskin.com for support.
Last revision: 07-01-2023
