Last Updated: 1 March 2021
BY SUBMITTING AN APPLICATION TO OUR METALSMITH ACADEMY AFFILIATE PROGRAM, YOU ARE CONSENTING TO THIS AFFILIATE AGREEMENT, WHICH ARE THE TERMS AND CONDITIONS OF OUR AFFILIATE PROGRAMME.
This Affiliate Program Agreement (also “Agreement”, “Affiliate Agreement”, “Terms and Conditions”, “Affiliate Terms and Conditions”) is entered into by and between Lucy Walker Jewellery PLT, a Malaysian limited liability partnership (“LWJ”) and the Partner (also ”You”, “Affiliate Partner”, “Affiliate”), and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of the Affiliate Programme (the “Affiliate Programme” or the “Services”). Your electronic acceptance of this Agreement signifies that you have read, understood, acknowledged and agreed to be bound by this Agreement. The terms “we”, “us” or “our” shall refer to LWJ. The terms “you”, “your”, “User”, “customer” or “Affiliate” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. LWJ, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the LWJ website (this “Website”). You acknowledge and agree that (i) LWJ may notify you of such changes or modifications by posting them to this Website and (ii) your use of this Website or the Services found at this Website after such changes or modifications have been made (as indicated by the “Last Updated” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as Last Updated, do not use (or continue to use) this Website or the Services found at this Website. In addition, LWJ may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account (“Account”) information, including your email address, current. LWJ assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
2. Participation In The Affiliate Programme
2.1 In order to enroll in the Affiliate Programme, you need to submit your application through the affiliate signup form on the Website. All affiliate signups are reviewed by us before deciding if an application is accepted. If we determine that your application is not suitable for the Affiliate Programme, it may be rejected for any reason.
2.2 The scope of this Affiliate Programme includes only LWJ’s online membership programme sold at https://dev.lucywalkerjewellery.com/ (“Membership”) and does NOT include sales for in-person jewellery classes or other products.
2.3 You acknowledge that the registration for the Membership is operated on a periodic basis i.e. registration for the Membership will only open for a period of time designated by LWJ and will be closed to new registrations thereafter. LWJ does not guarantee the number of times that registration for the Membership will be open to new registrations in any calendar year.
2.4 As long as you remain an Affiliate under this Affiliate Agreement, you will have free access to the Membership. Your access to the Membership will be revoked in the event of termination of this Affiliate Agreement.
The term of this Affiliate Agreement shall commence upon your acceptance into the Affiliate Programme and shall continue in force until terminated by either party in accordance with Clause 11 (“Term”).
4. Your Responsibilities
As a LWJ Affiliate, you agree that:
4.1 It is your full responsibility to provide us with accurate account information and it is your responsibility to keep that information up to date. Such information includes, but is not limited to: contact details, payment details, tax information, all website URL(s) where LWJ is promoted, promotional means and practices and any other details we may request. LWJ reserves the right to request any additional information about each website, where LWJ is promoted and any additional information about the practices used to promote LWJ on those websites. If by any means you fail to provide the requested data or the data is not accurate it may result in exclusion from the Affiliate Programme, temporary suspension or termination of your Affiliate account and loss of any Commission.
4.2 The Affiliate must act in good faith and refer clients in good standing. Clients in good standing are your referred students who have provided valid contact information, have active accounts that do not exceed any limitations as per the LWJ Terms of Service and are not flagged for high fraud risk. Active account refers to your referred new users who have created an account and have not canceled it in more than 30 (thirty) days.
4.3 You should not make any recommendations or take any actions that would result in a potential revenue loss for LWJ.
4.4 You should not use any marketing practices that may attract clients that are not in good standing.
4.5 You should not act on your own will as per modifying, copying or altering any banners, icons, graphics or any other content that is contained in LWJ’s links including but not limited to altering and modifying any copyright or trademark notices, without prior written approval from LWJ.
4.6 You shall not use self-referral methods, you can’t click on your affiliate links and/or banners and make orders via your unique affiliate link. Matching IP addresses that were used to log in to the Affiliate panel and to make the purchase, are going to be considered as self-referral and no exceptions will be made. Additionally, the use of VPN services to make a purchase via the affiliate link will also be considered a violation. Violations can result in the loss of all accrued Commissions and dismissal from the Affiliate Programme.
4.7 The Affiliate should not engage in any blackhat SEO/spam link building techniques in order to generate more referrals for LWJ.
4. 8 You agree not to violate any applicable law.
4.9 You shall not damage LWJ’s reputation or cause, whether directly or indirectly, any action to occur which may reasonably be foreseen to cause damage to LWJ.
4.10 Not to advocate, promote, or encourage violence or discrimination against any person, organization, governmental entity or government.
If LWJ suspects or detects patterns of violations of the Affiliate Agreement, LWJ reserves the right, as a result of Affiliate Agreement violation, to suspend and/or terminate your Affiliate account and cancel all Commission payments due.
5. Affiliate Advertising
5.1 LWJ shall make available to Affiliate certain images, videos, and/or other graphic or textual material for display and use on the Affiliate website, social media, email communications or such other forms of media or communications (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website, social media, email communications or such other forms of media or communications prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Affiliate Agreement. Affiliate shall also include a link from the Promotional Materials to LWJ’s website, as specified by the LWJ.
5.2 Only Promotional Materials that are approved by LWJ may be used in the Affiliate’s website, social media, email communications or such other forms of media or communications in order to advertise LWJ. Approved Promotional Materials may contain LWJ trademarks, service marks, logos and slogans for you to display on your Affiliate website, social media, email communications or such other forms of media or communications. By accepting this agreement, we grant you a non-exclusive, limited and non-transferable license to access, download and place the approved Promotional Material on your website, social media, email communications or such other forms of media or communications with the sole purpose to promote services offered, controlled and owned by LWJ.
5.3 If by the decision of any party the Affiliate Agreement is terminated, upon termination your non-exclusive, limited and non-transferable license to access, download and place the approved Promotional Materials of LWJ will be immediately and automatically withdrawn.
5.4 Inappropriate ways of advertising include, but are not limited to:
5.4.1 The usage of any illegal and/or spam method of advertising, such as: unsolicited email, unauthorized placing of the link in forums, newsgroups, message boards, etc.;
5.4.2 Bidding on keywords and phrases containing the “Lucy Walker Jewellery” trademark, or variations or misspellings of the trademarked term on “pay per click” or “pay per impression” campaigns on the search engines (Google, Bing or others) without our prior approval. You are not allowed to use the LWJ Website(s) as display URL in paid media ads and to direct-link or redirect to the LWJ Website(s);
5.4.3 Using non-unique copyright infringing content to promote LWJ;
5.4.4 Using traffic generated by pay to read, pay to click, banner exchanges, click exchanges, PPV advertising, pop-up/under, or similar methods;
5.4.5 Providing cash backs, rewards or any other kind of incentives to obtain the sale without our prior approval;
5.4.6 Offering price savings methods, including coupon(s), voucher(s), discount codes, or added value offers without our prior approval;
5.4.7 Using our advertising and promotional materials, trademark or name in a way which negatively affects our image;
5.4.8 Using iframes or any other techniques or technology that places your affiliate tracking cookie in any means other than an actual click-through;
5.4.9 Using link cloaking or masking techniques or technology with the goal to promote LWJ on websites and/or networks not explicitly listed in your affiliate profile and hiding that traffic source;
5.4.10 Your website(s), social media, email communications or such other forms of media or communications must NOT contain lewd, obscene, illegal or pornographic material, or any other material that is deemed to be objectionable. This includes, but is not limited to, bigotry, hatred, pornography, satanic materials, trademark and copyright materials, all content of an adult nature, etc. The declaration of any materials as such is subject to our sole reasonable opinion;
5.4.11 Your domain name(s), company name, logo, trademark, product(s), project(s), service(s) must NOT contain keywords and phrases containing the “Lucy Walker Jewellery” trademark or any other variations or misspellings confusingly similar to LWJ’s trademark, name, logo or domain name, without our prior approval; or
5.4.12 Your domain name(s), company name, logo, trademark, your product(s), project(s), service(s) must NOT contain keywords and phrases that contain or are confusingly similar to third-party trademarks, names, logos or domain names unless you have been duly authorized by the trademark owner.
5.5 LWJ shall have the sole right to decide if a promotional method you use is appropriate. The use of any advertising method that we consider inappropriate may result in a warning, suspension or termination of your affiliate account and cancellation of all outstanding Commission payments due. Additionally, any rude, aggressive or offensive in any means communication with the dedicated affiliate manager will result in a permanent ban from the Affiliate Program with no exceptions made.
6. Limited License To Use Intellectual Property
Upon acceptance into the Affiliate Programme, LWJ grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Materials provided by LWJ during the term of this Agreement. The Affiliate may display these materials on the Affiliate’s website, social media, email communications or such other forms of media or communications for the sole purpose of participating in the Affiliate Programme. The Affiliate is prohibited from distributing, reproducing, modifying, amending, or creating derivative works of the Promotional Materials. Upon termination by either party, Affiliate’s limited license to use the Promotional Materials for the purpose of promoting the products and/or services offered through the Affiliate Programme, will cease as of the cancellation date. Upon the cancellation date, Affiliate must immediately cease any use of the Promotional Material. The Affiliate is not granted a license to use any of LWJ’s intellectual property or proprietary material, other than the Promotional Materials discussed above.
7. Affiliate Intellectual Property
The Affiliate grants LWJ a revocable, non-exclusive, worldwide, royalty-free license to use the Affiliate’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate’s participation in the Affiliate Programme. LWJ has no obligation to announce, advertise, market, or promote the Affiliate’s participation in the Affiliate Programme, but reserves the right to do so at its sole discretion.
8. Affiliate Tracking Cookies
We track affiliate sales automatically by using cookies. The cookies are automatically placed in the browser of the user who clicks on the affiliate link in order to reach our website. Every cookie is stored for up to 30 days. If a previous affiliate’s cookie is already placed in the same user’s browser, it will NOT be overwritten with a new cookie from another affiliate until expiry of the previous cookie. If cookies are deleted intentionally by the user, LWJ does not hold responsibility for this action.
9. Affiliate Commissions
9.1 You will receive 25% (twenty five percent) commission (“Commission”) for all member registrations attributed to your affiliate account with LWJ in accordance with the following:
- You will receive monthly commission if the student signs up for monthly Membership until the Member’s cancellation of the monthly Membership; and
- If the student signs up for the annual Membership, you will receive the full 25% commission for the annual fee and if the Member renews after a year and beyond, you will receive the Commission for the renewal(s).
9.2 Commission will be calculated on a basis period of a full calendar month, 2 (two) months after the month a member enrols and pays for the Membership. This is illustrated as follows:
- 147 Affiliate-linked members sign up in throughout April 2021.
- LWJ will tabulate the Commission for the period of 1-30 April 2021 on 1 June 2021.
- A statement of confirmed Commissions will be provided to the Affiliate and the corresponding Commission payment via PayPal (or any other payment method we deem appropriate).
- In the above example, May 2021 shall be deemed a “Grace Period”.
9.3 If any refunds are paid out to the referred member during the Grace Period, the Commission for such payment will not be credited.
9.4 If you disagree with the Commission due as reported, you shall send an email to [email protected] and indicate the reasons and/or observations in 14 (fourteen) days from the date the statement of confirmed Commissions sent to you. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment.
9.5 We reserve the right to change the Commission structure and the method of calculation of the Commission at any time. Other Commission plans are not offered as standard but could be discussed after review of the Affiliate.
9.6 We retain the right to review all the transactions for the possible fraud, whether such fraud is on the part of the student, or on your part. During the time which We review Commissions for possible fraud or any other concerns due to illegal activity, we may withhold payment of any balance to you for up to 180 (one hundred eighty) days, while We investigate and verify that the relevant transactions comply with the provisions of the Agreement, laws and regulations.
10. Relationship Of The Parties
Both the Affiliate and LWJ agree that they are entering into this Affiliate Agreement as independent contractors and this agreement creates no partnership, agency, franchise, joint venture, sales representative or employment relationship between them. The Affiliate has no authority to accept or make any representations or offers on the behalf of LWJ. The Affiliate cannot make any statements on your website or otherwise that would contradict anything in this section.
11.1 The Affiliate may terminate this Agreement for any reason by providing 30 days’ written notice to LWJ.
11.2 LWJ may terminate an Affiliate:
11.2.1 for any reason whatsoever by providing 7 days’ written notice; or
11.2.2 immediately without any prior notice, if the Affiliate violates or, in at the sole discretion of LWJ, is reasonably seen to be in breach of this Affiliate Agreement.
11.3 Where termination is in accordance with Clause 11.2.2 above, the Affiliate shall forfeit any and all accrued, unpaid Commissions.
11.4 Where termination is for any reason other than Clause 11.2.2 above, LWJ shall pay any pending Commissions owed to Affiliate up until termination of this Affiliate Agreement.
11.5 For the avoidance of doubt, upon termination by either party, Affiliate’s limited license to use the intellectual property of LWJ for the purpose of promoting the products and/or services offered through the Affiliate Programme, will cease upon termination of this Affiliate Agreement.
12. Confidential Information
12.1 Each party acknowledges that, as a result of this Affiliate Agreement, it may gain access to certain Confidential Information of the other party. “Confidential Information” means all documentation and information, including techniques, algorithms and processes and technical, business and marketing information, designated or marked by the party disclosing such documentation and information orally, visually or in writing (the “Disclosing Party”) as “proprietary” or “confidential” or the like, or that the other party (the “Receiving Party”) knows to be confidential, or should reasonably consider to be confidential under the circumstances of its disclosure, supplied by the Disclosing Party to the Receiving Party in connection with this Affiliate Agreement.
12.2 During the Term and for a period of two (2) years thereafter, each Receiving Party agrees (a) to hold the Disclosing Party’s Confidential Information in strict confidence, using the same degree of (but no less than reasonable) care and protection that it exercises with its own Confidential Information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any Confidential Information of the Disclosing Party to a third party; and (c) not to copy or use Disclosing Party’s Confidential Information for any purpose other than as necessary to fulfill Receiving Party’s obligations or exercise its rights under this Affiliate Agreement. Each party will disclose the other party’s Confidential Information only to its employees and affiliates with a need to know in order to fulfill such party’s obligations hereunder. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is approved in writing by the Disclosing Party or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent permitted by law) the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action.
12.3 The obligations of this Clause will not apply to Confidential Information if such information: (a) is publicly available prior to or at the time of disclosure, or later becomes publicly available through no act of the Receiving Party; or (b) was, prior to disclosure hereunder, rightfully known to the Receiving Party (other than in connection with this Affiliate Agreement) without confidentiality restriction.
13. Liability And Indemnity
13.1 Except to the extent that they are expressly set out in this Affiliate Agreement, no conditions, warranties or other terms shall apply to the Affiliate Programme. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).
13.2 LWJ’s total liability arising from or in connection with this Affiliate Agreement and in relation to anything which we may have done or not done in connection with this Affiliate Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the value of the Commission received by the Affiliate in the preceding month in relation to which a dispute has arisen.
13.3 The Affiliate hereby indemnifies and holds harmless LWJ, its officers, directors, employees, contractors, affiliates, agents, successors and assigns from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that LWJ may incur and which are based in whole or in part upon the Affiliate’s participation in the Affiliate Programme, any claims that any of the Affiliate trademarks and other intellectual property and proprietary material infringe upon the rights of any third party, the Affiliate’s breach of any term, covenants, condition, representation or warranty contained in this Affiliate Agreement or any policies of participation in the Affiliate Programme, or any claim related directly or indirectly to the Affiliate’s use, operation or the content of the Affiliate’s website, social media, email communications or such other forms of media or communications.
14. Governing Law And Jurisdiction
This Affiliate Agreement is subject to the laws of Malaysia and the parties hereto submit to the exclusive jurisdiction of the courts of Malaysia in connection with any dispute hereto.
This Affiliate Agreement is personal to each respective Affiliate and cannot be transferred or assigned to any other person without the prior written consent of LWJ. LWJ shall be entitled to assign these terms and conditions to any other entity without prior notice to any Affiliate.
All notices, requests, demands, and other communications under this Affiliate Agreement shall be in writing and shall be deemed to have been duly served on the date of service by email as follows :-
To LWJ at: [email protected]
To Affiliate at: The email provided on the application form completed by Affiliate at the time of registration.
If any provision in this Affiliate Agreement shall for any reason be held to be unenforceable, illegal or invalid in any respect, such unenforceability, illegality or invalidity shall not affect other provisions of this Affiliate Agreement and this Affiliate Agreement shall then be construed as if such unenforceable, illegal or invalid provision had never been contained herein.
18. Changes To The Affiliate Programme Terms
We reserve the right to change any policies or terms of this Affiliate Agreement at any time. The amendments and/or supplements of the Agreement are effective immediately upon being posted to the LWJ website. The current Terms and Conditions of the Affiliate Agreement are always available publicly on LWJ’s website. If by any means you do not agree with the amendments and/or supplements of the Affiliate Agreement, you can cancel your account within 10 business days, counting from the date of the amendments and/or supplements. No oral or informal written explanation (including but not limited to correspondences via email or social media) given by any party shall alter the interpretation of this Affiliate Agreement.