Affiliate Script Terms

All Affiliates, Inc. (“All Affiliates” or “we”) is excited to launch the All Affiliates affiliate program, which allows you, as a All Affiliates Affiliate (“Affiliate” or “you”) the chance to offer access to the cutting-edge and innovative All Affiliates Eligible Products and earn money at the same time, as further described herein (“Affiliate Program”).  By becoming an Affiliate, you agree to these All Affiliates Affiliate Program Terms and Conditions (“Agreement”).
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ARBITRATION NOTICE: THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE IN SECTION 17 BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND DESCRIPT AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND DESCRIPT WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. GETTING STARTED

Participating in the All Affiliates Affiliate Program is easy! First, you have to apply to our Affiliate Program by creating an account with us and filling out an application here. You must have a valid PayPal account for receiving payment.  By applying to the Affiliate Program, you represent and warrant that you are at least 18 years of age and you are not a resident of a country currently under sanction by the Office of Foreign Assets Control, which is subject to change at any time.

After you complete the online application, All Affiliates will review your application and, in its sole discretion, may accept you as a All Affiliates Affiliate, which is based on brand and demographic fit and shall be monitored on an ongoing basis.  If All Affiliates chooses you as an Affiliate, then All Affiliates will provide an email approval through the LinkMink platform.  Once approved, you will access your account and be given a unique URL (“Unique URL”) to display on your website and social media channels as described in this Agreement.  
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All Affiliates may re-evaluate your Affiliate status and reserves the right to terminate such Affiliate status at any time, which shall take effect immediately upon notice to you.

2.  ELIGIBLE DESCRIPT PRODUCTS & VALID PURCHASES

The “Eligible Products” you may earn a Commission on are:All Affiliates CreatorAll Affiliates Pro
Eligible Products may be purchased in either a monthly or annual subscription. Eligible Products never include any custom priced packages that are not self-service. 
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All Affiliates uses a third party service provider, LinkMink, to track a customer from the first click of your Unique URL to the purchase of an Eligible Product on the All Affiliates website.   You only earn a Commission for a Valid Purchase of an Eligible Product by a New All Affiliates Customer. “New All Affiliates Customer” means that the customer has never subscribed to use any All Affiliates products (whether or not Eligible Products) in the past. 
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A “Valid Purchase” means that a New All Affiliates Customer clicked on your Unique URL and purchased a All Affiliates Eligible Product from descript.com (the “All Affiliates website”) within 30 days of the first click of the Unique URL, and which has been approved by All Affiliates.  This means that if someone clicks on your Unique URL on day 1, but purchases an Eligible Product on day 32, then this is not a Valid Purchase.  All Affiliates determines whether a purchase is a Valid Purchase in its sole discretion, and has sole right to make decisions if discrepancies in tracking exist.  
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You agree that All Affiliates has the right to all tracking data that Affiliate gathers through its participation in this Affiliate Program, which is tracked by LinkMink. 

3. COMMISSION FEES

When a Referral makes a Valid Purchase, you will earn the Commission as outlined in this Agreement.  “Referral” shall mean a New All Affiliates Customer that has made a Valid Purchase. 
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All Affiliates Affiliates earn a standard commission rate of 15% of the Eligible Products’ subscription sale price, subject to those deductions noted below, for a term of no longer than 12 consecutive months from the initial sale of the subscription for up to a total of $100,000 USD (“Commission”).  No Commissions are paid on renewal terms. This means that if you sell an Eligible Product annual subscription, you will receive a one-time commission off the annual subscription price and no further commissions from that Referral.  If you sell an Eligible Product monthly subscription, then you may receive a Commission for consecutive monthly renewals by such Referral for up to 12 months.  If your Referral terminates that subscription at any point before the 12-month period, then you will not receive any further commissions.   Once you reach $100,000 in Commissions annually, you may no longer participate in the Affiliate Program without our written consent. 
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All Affiliates reserves the right to change the Commission percentages immediately upon written notice to you. In such case, the new Commission price shall take effect immediately for any Referrals after the date of notice of Commission price change.  Affiliates who have a high performance rate may be eligible to earn a higher Commission rate, as determined by All Affiliates in its sole discretion on a case by case basis.
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Commissions are generally paid on the 15 th of the month for Valid Purchases made the prior month, but there are exceptions to this timing and payment may take up to 45 days from the end of the month in which the Referral made a Valid Purchase.  You will need to create a PayPal account in order to get paid your Commissions, and you agree to provide All Affiliates with your PayPal account name and email or any other reasonably requested information in order to facilitate payment to you.
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Deductions against Commission: Commissions paid will exclude taxes, VAT, and other applicable fees in connection with a sale. We reserve the right to reverse Commissions due to returns, order cancellations, erroneous order duplications or erroneous payments made to you. We also reserve the right to defer or refuse Commissions for disputed orders or orders we reject and cannot fulfill.  We reserve the right to refuse or reverse Commissions in the event Affiliate is in breach of this Agreement.

4. PROMOTING DESCRIPT PRODUCTS

You must comply with the following requirements when promoting All Affiliates Eligible Products:
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You may direct consumers to All Affiliates products through links to the All Affiliates website (and associated subdomains) placed on your personal website or social media channels (subject to the restrictions below), provided that such websites or social media channels  are aligned with the All Affiliates brand, as determined by All Affiliates in its discretion. For example, you may not place links to the All Affiliates website, on sites or social media that contains obscene, vulgar, profane, discriminatory, illegal, harmful or violent material.  Any advertising you 
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You may not purchase, own or bid any domain names with the word All Affiliates or its products’  or services’ brand names (including without limitation White Glove, All Affiliates Pro, or All Affiliates Creator) or any variations or misspellings thereof (collectively “All Affiliates Marks”) or otherwise use the All Affiliates Marks in the sub-domain of your website URL. You may not purchase any advertising keywords that contain the All Affiliates Marks. You may not use any All Affiliates Marks in your social media account names.  
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You may not post on any official All Affiliates social media platform in order to attempt to drive consumers to your website or social media sites. 
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You may not offer any discounts, free trials, coupons, rebates, “kickbacks,” or any other promotional offers that are not expressly approved by All Affiliates in writing.  
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You may use the All Affiliates Marks on your website or social media, provided that such uses are (i) not part of the social media name or website URL, (ii) in accordance with the social media terms of service and (iii) in accordance with the All Affiliates marketing guidelines, which may be communicated to you from time to time.
 
You may not create a website or social media account that in any way copies, resembles or has the look and feel of the All Affiliates website or social media accounts. 
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You may not make any representations or warranties regarding the All Affiliates products and services on All Affiliates’s behalf, without the prior written consent of All Affiliates. All statements made by you regarding the All Affiliates products and purchase terms must be true and accurate.
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You may give your own opinions about All Affiliates products and services.  You agree to promote the Eligible Products and conduct business in a manner that reflects favorably at all times on Eligible Products, or any other All Affiliates products and services, and the good name, goodwill, and reputation of All Affiliates.  
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You may not connect the All Affiliates Marks with any products or services not aligned with the All Affiliates brand, which is determined by All Affiliates in its sole discretion, for example, grey market, counterfeit or illegal products/services, products/services that promote violence, discrimination or harm, and products/services associated with pornography or obscenity.
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You may not use materials that (i) infringe on third party rights, including intellectual property, publicity or privacy rights, (ii) are threatening, harassing, defamatory, obscene, harmful, offensive, or contains nudity, pornography, or sexually explicit materials, or that appeal to minors; (iii) contain 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; or (iv) 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 payments from another website, including toolbars, browser plug-ins, extensions, and add-ons.
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You may not use any automated software or other technology in an attempt to manipulate or create fake Valid Purchases or otherwise engage in behavior that is fraudulent, abusive or harmful to the Affiliate Program, other Affiliates, All Affiliates customers or All Affiliates.
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You may not send unsolicited bulk-emails (spam).
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You must disclose that in all marketing and advertising, including social media posts, that you are a All Affiliates Affiliate and receiving compensation for any sales of the Products, and include the word “ad” or “advertisement” as required by applicable laws, including your local laws.
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You must follow all applicable rules, guidelines, community standards and online terms by applicable social media platforms, laws and regulations, including without limitation, privacy, marketing and advertising laws and any FTC or other applicable disclosure guidelines, which are discussed further in section 9 below.  

5. DESCRIPT LICENSED MATERIALS

All Affiliates may provide you with promotional materials, including but not limited to graphic banners, All Affiliates Marks, including logos, and other content to be used on your website or social media pages (“Licensed Materials''). All Affiliates grants you a limited license to use these Licensed Materials in accordance with this Agreement and any other brand guidelines that All Affiliates may provide.  All Affiliates brand guidelines include using the most up to date version of logos and not altering any Licensed Material that may be given to you by All Affiliates.  All uses of the Licensed Materials inures to the benefit of All Affiliates. You agree to immediately cease use of any All Affiliates Licensed Materials not in accordance with All Affiliates brand guidelines upon request by All Affiliates, or upon termination of your Affiliate status.  This license may be revoked by All Affiliates at any time immediately upon notice to you.  All Affiliates retains all right, title, and interest in and to the Licensed Materials.
 
To the extent you create your own advertising materials that contain any unaltered Licensed Materials, such as the All Affiliates Marks, All Affiliates reserves the right to review and approve such materials, including email copies, website and social media copies or promotions that may appear in offline communications such as press conferences. You agree to promptly provide All Affiliates with such copies when requested by All Affiliates.

6. PUBLICITY

You agree that All Affiliates may use your name and likeness in its own marketing. You further agree that All Affiliates may use, reproduce, create derivative works of, publicly display and distribute any content or materials you may create under this Affiliate Program in connection with the marketing of All Affiliates’s products and services, including via paid advertisements.

7. CONFIDENTIALITY

From time to time, All Affiliates may provide Affiliates with confidential and sensitive information around the All Affiliates Eligible Products or certain All Affiliates campaigns or offers, and Affiliate agrees to keep such information strictly confidential and not to release such confidential information into the public domain at any time before it becomes public by All Affiliates.   Affiliate agrees to only use such confidential information for performing its obligations as an Affiliate and never for its own benefit. Affiliate also agrees that information about Referrals, and associated customer information, is Confidential Information of All Affiliates.

8. INTELLECTUAL PROPERTY

The All Affiliates Eligible Products, All Affiliates Licensed Materials, including the All Affiliates Marks, domain names and promotional materials constitute intellectual property owned by All Affiliates, including trademarks, copyrights, patents and trade secrets.  Affiliate also acknowledges All Affiliates’s ownership of all customer-related information, including those arising from Referrals. Affiliate must respect the intellectual property of All Affiliates at all times, including being in full compliance with this Agreement.

9. LEGAL COMPLIANCE

You represent and warrant that you are in compliance with and will continue to comply with all applicable US and international laws, rules, and regulations. This includes, without limitation, applicable laws governing marketing emails, including, the CAN-SPAM Act, Telemarketing Sales Rule, Telephone Consumer Protection Act, e-Privacy Directive (as may be superseded by the e-Privacy Regulation), any FTC rules, regulations or guidelines relating to marketing, endorsements and disclosures of material connections, and all other anti-spam laws, privacy laws and regulations, including the California Consumer Privacy Act and the General Data Protection Regulation, and rules, regulations and laws governing false or deceptive advertising and intellectual property infringement.  More information on FTC disclosure guidelines can be found on the FTC website, including at https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing.  More information on the disclosure of material connections rules can be found here. When acting as an Affiliate via third party social media platforms (such as Facebook, Instagram, etc.), you agree to comply with all applicable online policies and terms of use, community standards, and stated values of such third party platforms.
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If you are marketing or acting as an Affiliate outside the United States, you are fully responsible for compliance with all local laws, including marketing, advertising and privacy regulations. If you are unsure about applicable rules, please consult an attorney or consumer protection authority within your jurisdiction for further guidance and instructions on how to act as an Affiliate compliantly.

10. GENERAL REPRESENTATIONS AND WARRANTIES

You represent and warrant that:
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You are responsible for your employees, agents or contractors and shall be liable for their acts or omissions in breach of this Agreement. 
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You have full right, power and authority to enter into this Agreement and to perform your obligations hereunder, without the approval or consent of any other party, and your participation in this Affiliate program complies and will comply with the laws in your jurisdiction.
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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, and that your performance of your obligations under this Agreement does not (and will not) constitute a breach of or conflict with any other agreement or arrangement by which you are bound. 

11. INDEMNIFICATION

You agree to fully indemnify and hold All Affiliates harmless, continually on demand, against any and all claims, liabilities, losses, damages, judgments, settlements, attorneys’ fees and other costs and expenses, including from a third party, incurred by All Affiliates and its affiliates, and their respective officers, directors, shareholders, employees and contractors, which arise out of or relate to your breach of this Agreement or your conduct or omissions with this Affiliate Program, including by your contractors or employees.  All Affiliates shall have sole discretion over the defense of any claim at your sole cost

12. DISCLAIMER OF WARRANTIES & LIMITATION ON LIABILITY

NEITHER DESCRIPT NOR ANY PERSON ON DESCRIPT'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, WITH RESPECT TO THE AFFILIATE PROGRAM, DESCRIPT ELIGIBLE PRODUCTS, OR THE LINKMINK PLATFORM, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR MINIMUM COMMISSIONS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND AFFILIATE ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY DESCRIPT, OR ANY OTHER PERSON ON DESCRIPT’S BEHALF.
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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT IS DESCRIPT OR ITS LICENSORS LIABLE FOR (I) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, OR (II) DIRECT DAMAGES IN EXCESS OF THE AMOUNTS PAID BY DESCRIPT TO AFFILIATE IN THE PRECEDING 6 MONTHS, WHICH ARISE OUT OF OR RELATE TO THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT AFFILIATE WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. DESCRIPT DISCLAIMS ALL LIABILITY ARISING OUT OF YOUR USE OF THE LINKMINK PLATFORM.

13. MODIFICATION AND TERMINATION

All Affiliates reserves the right to change, modify, and/or eliminate the Affiliate Program and/or all or any portion of this Agreement or any policy pertaining to the Affiliate Program at any time and for any reason in its sole discretion, including our right to discontinue or change the benefits or Commission received under the Affiliate Program or merge the Affiliate Program with another program.  We will post the updated terms on our website and email you notice of such changes, and your continued participation in the Affiliate Program constitutes your acceptance of the updated terms. 
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All Affiliates reserves the right to suspend or remove Affiliates from the All Affiliates Affiliate Program at any time, without warning, in its sole discretion. Either party may terminate this Agreement, with or without cause, upon notice to the other party. Upon termination, you agree to immediately discontinue use of your Unique URL and all links to All Affiliates websites, and use of All Affiliates Licensed Materials, including the All Affiliates Marks. Without limiting All Affiliates’s remedies, Affiliates terminated due to malicious or fraudulent behavior will also have all prior Commissions revoked.

14. RECORDS

You will maintain accurate and complete records relating to your conduct under the Affiliate Program. Upon request, you will enable All Affiliates or its designated service provider to audit your records and other materials to verify your compliance with the Agreement and you agree to provide reasonable cooperation. You will promptly notify All Affiliates of any inquiry received by you from any news media, publication, or governmental authority, and of any complaints or allegations of wrongdoing received by you, with regard to All Affiliates, the Affiliate Program, or your conduct under this Agreement.

15. INDEPENDENT CONTRACTOR

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 website or otherwise, that reasonably would contradict anything in this section. You may be required to complete a Form W-9, or other paperwork, as a condition of receiving your Commission and will cooperate with all requests by All Affiliates to complete documentation in connection with your participation in the Affiliate Program and to comply with applicable tax obligations. 

16. ASSIGNMENT

You may not assign or delegate any rights or obligations under this Agreement.

17. ARBITRATION

PLEASE READ THIS IMPORTANT LANGUAGE. YOU ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT, YOU ARE AGREEING TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND CLASS ACTION AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN YOU AND DESCRIPT.
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Before commencing arbitration, you agree to first give All Affiliates notice of your dispute by sending details about the dispute to [email protected].  You and All Affiliates shall first attempt to resolve any dispute in good faith through informal negotiations within 60 days from your notice.  After 60 days, either party may commence arbitration.
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Except as provided below, Affiliate and All Affiliates agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, formation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration in accordance with the JAMS International Arbitration Rules and Procedures then in effect if Affiliate is located outside of the United States, or the American Arbitration Association Commercial Arbitration Rules then in effect if Affiliate is located in the United States.  Arbitration shall be held with a single arbitrator.  The seat of arbitration shall be in San Francisco, California unless otherwise agreed to by the parties.  The arbitrator may grant injunctions or other relief in such dispute or controversy.  The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The arbitrator shall apply California law, without regard to conflict of laws rules, to the merits of any dispute or claim. 
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You and All Affiliates agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and All Affiliates agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative or class proceeding.
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Notwithstanding the foregoing, either party may bring an injunctive or equitable relief claim regarding infringement of its intellectual property or unauthorized use or disclosure of its confidential information in a court of competent jurisdiction.   The parties consent to the exclusive  jurisdiction of the courts located in San Francisco, California. California law, without regard to conflict of laws rules, shall apply to such claims.

18. SEVERABILITY & WAIVER

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be eliminated or limited to the minimum extent necessary for enforceability, and the remainder of this Agreement will have full force and effect.  You may not amend or waive any provision of this Agreement unless in writing by both parties.   Our failure to enforce your obligations hereunder shall not constitute a waiver of our right to enforce such provision or any other provision of this Agreement.

19. ENTIRE AGREEMENT

This represents that entire Agreement between you and All Affiliates with respect to this Affiliate Program.  This Agreement does not alter any other agreements you may have with All Affiliates, including the All Terms of Service which govern your own use of the All Affiliates products and which shall remain in full force and effect.

20. CHANGES