Terms of Service

Hello!

As a Miessence Affiliate, you are very important to us. We’ll do our best to treat you with the respect and fairness that you deserve and trust that you’ll return this professional courtesy to us. The following Affiliate Agreement has been written as both a benefit and service to each of us. While we apologize in advance for the need to use cumbersome legal terminology, We’re confident that by clearing communicating these basic ground rules, we’ll have the opportunity to enjoy a mutually beneficial relationship for years to come.

If you have any questions at all, please don’t hesitate to contact us. We sincerely want to be of service to you and have you succeed with the Miessence Affiliate Program.

To your health!

Miessence Affiliate Program Manager
www.miessence.com

TERMS OF SERVICE SUMMARY
1. Do not apply if your website promotes sexually explicit materials, violence, discrimination, or any illegal activities.
2. We do not work with distributors of downloadable software, toolbars, browser helper objects, shopping assistance applications, etc.
3. You must comply with the FTC Endorsement Guidelines (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf)
4. Fraud will be policed and penalized to the full extent of the law.
5. Spamming is prohibited.
6. Paid search campaigns containing our trademarks is prohibited.
7. Cybersquatting and typosquatting are prohibited.

UPDATED SEPTEMBER 2012

AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE ORGANIC AND NATURAL ENTERPRISES PTY LTD. (DBA MIESENCE AND Miessence)

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the Miessence Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Miessence  web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Miessence , and “you,” “your,” and “yours” refer to the affiliate.

 

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit the online application at the ShareASale.com server. You’re request will be manually reviewed within 72 hours of submission and we may re-evaluate your  application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for     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 “Miessence” 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 design your website in a manner which leads customers to  believe you are Miessence  or any other affiliated business.

2.2. ShareASale Affiliate Portal
As a member of the Miessence Affiliate Program, you will have access to the ShareASale Affiliate Account Portal. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the Miessence  web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us 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 we provide you with.

2.3. Link Placement and Use
Miessence reserves 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.

2.4. Website Maintenance
The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. Intellectual Property
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.

2.6 FTC Disclosure Requirements
You shall include a disclosure statement within any and all pages/posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us of from the affiliate management team for review, this also must be clearly stated in your disclosure.
(http://cmp.ly/5)
(http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf)

 

3. Miessence Affiliate Program Rights and Obligations

3.1. We have 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 web site are appropriate and to notify further you of any 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 Miessence Affiliate Program.

3.2. Miessence reserves the right to terminate this Agreement and your participation in the Miessence Affiliate Program immediately and without notice to you should you commit fraud in your use of the Miessence Affiliate Program or should you abuse this program in any way. If such fraud or abuse is  detected, Miessence shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

 

4. Termination
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.

 

5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Miessence Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Miessence Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

 

6. Payment
Miessence uses a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.

 

7. Access to Affiliate Account Interface
You will create a password so that you may enter ShareASale’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.

 

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions Miessence 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 Miessence. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include 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 identity, your domain name, or your return email address. You may use mailings to customers to     promote Miessence so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Miessence so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Miessence. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Miessence 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 bid in their Pay-Per-Click campaigns on keywords such as Miessence.com, Miessence, www.miessence, www.miessence, 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 re-directing it to ours, will be considered trademark  violators, and will be banned from the Miessence Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we 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. Affiliate 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 the Miessence     site (i.e., no page from our site or any Miessence ’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 than a customer initiated click on a  qualifying link on a web page 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 (search engines    being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open Miessence’s site; (d) targets text on web sites, other than those web sites 100% 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 web sites 100% owned by the owner of the application.

8.4 Miessence Independent Representatives
Miessence Independent Representatives are eligible to become Miessence Affiliates. The primary goal for our affiliate program is to acquire new customers so that we can grow the Miessence brand for the benefit of our Representatives and Affiliates. Representatives enjoy generous product discounts and commissions through the Miessence Compensation Plan but can not receive double-dip payouts on a sale. Each sale will result in the predefined payout for either the Representative or Affiliate but not both. Affiliate referrals resulting in a sale from existing customers, whose first order was the result of a Representative referral, will not receive a commission.

8.5 Affiliate Referral Offer
Miessence Affiliates are eligible to receive a 2nd tier payout of 5% on the future sales of new affiliates enrolling in the program when the enrollment has come through the Miessence Affiliate’s unique ShareASale ID. Miessence Representatives who also participate in the Miessence Affiliate program by registering through the ShareASale website may refer any non-representative     contact and any personally sponsored representative. Suspension of your Miessence and Share-A-Sale accounts will occur if this policy is breached until the affiliate referral is rectified.

8.6 Promotion on Facebook, Twitter, and other social media platforms

Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:

8.6.1 You are allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages.

8.6.2 You are prohibited from posting your affiliate links on the Miessence  Facebook, Twitter, etc. company pages in an attempt to turn those links into affiliate sales.

8.7 Coupon Code Guidelines:
If you are enrolled in the Miessence Affiliate Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows.

8.7.1 You may only advertise coupon codes that are provided to you through the affiliate program or network or that are displayed on our website(s).

8.7.2 Posting any information about how to work around the requirements of a coupon/promotion (ie first time customers only) will result in removal from the program.

8.7.3 Coupons must be displayed in their entirety with the full offer, valid expiration date and code.

8.7.4 You may not use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).

8.7.5 You may not advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.

8.7.6 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.

 

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) Miessence Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Miessence and the good will associated therewith will be to the sole benefit of Miessence and your participation in the Miessence Affiliate Program.

9.2. Each party agrees not to use the other’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     rights and no right, title, or interest is transferred to the other.

 

10. Disclaimer

MIESSENCE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING MIESSENCE SERVICES AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF MIESSENCE ABILITY, 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.

 

11. Representations and Warranties

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 sufficient right, title, and interest in and to the rights granted to us in this Agreement.

 

12. Limitations of Liability

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, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS  AGREEMENT, IN NO EVENT SHALL MIESSENCE’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.

 

13. Indemnification

You hereby agree to indemnify and hold harmless Miessence, and its subsidiaries and affiliates, and their directors, officers, employees, agents,  shareholders, partners, representatives, 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 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 site, including, without limitation, content therein not attributable to us.

 

14. 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.

 

15. Miscellaneous

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 Miessence. 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.

15.2. 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.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of Federal Magistrates Court, City of the Gold Coast Queensland Australia.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, 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.