This Amplife® Love Participation Agreement ("Participation Agreement") contains the terms and conditions that govern your participation in the Amplife® Love Program described in this Participation Agreement (the "Program"). Please read our terms and conditions carefully before you join our Program or begin marketing our Program. These terms and conditions are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by Causes. Each Cause is responsible for assuring that its employees, agents and contractors comply with these terms and conditions. Thank you.
DefinitionsAs used in these terms and conditions:
- "We," "us," or "our" refers to Amplife LLC and Amplife®, and "you" or "your" refers to the Official Representative and Cause participating or seeking to participate in the Program.
- “Amplife® Foundation” or “Foundation” refers to the 501(c)(3) nonprofit organization that has entered into a commercial co-venture with Amplife LLC to execute the Program.
- “Cause” refers to an individual, non-profit, support group, or business that is a part of, relevant to or that serves the disabled community who receives Donations from the Program.
- “Official Representative” refers to the person who has authority to access and manage Amplife® Love Program Information on behalf of their Cause.
- "Donations" means the amount of money Amplife® will donate to your Cause for a successful and verified sale of a Listing by a customer using your Love Link.
- “Love Link” refers to your Cause’s unique URL identifier at the end of amplife.co that you share or customers choose to generate Donations for your Cause.
- “Listing” refers to anything sold on our Website, other than what is explicitly defined as excluded Listings (collectively, “Excluded Listing”).
- “Website” refers to amplife.co and any other website that we own such as amplifeclothing.com, severedsociety.com).
- “Partner Site” refers to the tracking software used to credit your sales from your Love Link.
- “Your Site” refers to any site(s), social media account(s), any software application(s) and any Mobile Application that you link to the Program.
- “Cause Page” refers to your unique page on amplife.co featuring your Cause Brand Images, about your Cause, and other information provided on your application.
- “Amplife® Love” refers to the Program on the Website and Partner Site.
By creating a Cause Account on the love.amplife.co website ("Cause Portal") or otherwise participating in or seeking to participate in the Program, you agree to these conditions. Please read them carefully.
- YOU AGREE TO BE BOUND BY THIS OPERATING AGREEMENT;
- ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND
- HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.
1. Description of the Program
The purpose of the Program is for Causes (as defined in Section 2) to receive Donations when customers make Qualifying Purchases (defined in Section 6) through Amplife® Love. In order to facilitate your advertisement of Listings, we make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to Listings offered on any site other than the Website.
Amplife® Love is a website operated by Amplife® that lets customers enjoy the same convenient shopping experience as on amplife.co with the added benefit that when a customer chooses a Cause with Amplife® Love (amplifelove.co), the Amplife® Foundation will Donate 1.43% of the price of Qualifying Purchases to the customer’s chosen Cause. Vendors may contribute or choose to match the 1.43% that the Amplife® Foundation Donates. There is no cost to Causes or to Amplife® Love customers.
The Amplife® Foundation is a 501(c)(3) nonprofit organization created by Amplife® to help and empower the disabled community. All donation amounts generated by the Amplife® Love Program are remitted to the Amplife® Foundation. In turn, the Amplife® Foundation donates those amounts to the Causes selected by our customers. Amplife® pays all expenses of the Amplife® Love Program; they are not deducted from the donation amounts generated by purchases on Amplife® Love. Official Representatives can learn more at amplife.co/join-amplife-love. Customers can learn more at amplife.co/love.
Amplife® Love customers can select any Eligible Cause, but only Causes that input their payout information can receive disbursements from the Program. To be an Eligible Cause, you must accept this Participation Agreement without modification, complete the application, be accepted by us, and properly provide all requested information, including ones that correctly identifies your Cause and provide a valid payment option as described in Section 7.
"Eligible Causes" are those that we determine are:
- individuals, not registered as a 501(c)(3) organization, that are a part of, relevant to or that serve the disabled community;
- support groups, not registered as a 501(c)(3) organization, that are a part of, relevant to or that serve the disabled community;
- businesses, not registered as a 501(c)(3) organization, that are a part of, relevant to or that serve the disabled community;
- nonprofits, qualified under Section 501(c)(3) of the U.S. Internal Revenue Service Code, that are a part of, relevant to or that serve the disabled community;
- public charitable organizations and not private foundations;
- public charitable organizations that are headquartered in the United States (the 50 States, the District of Columbia, American Samoa, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, Guam, and the U.S. Virgin Islands);
- public charitable organizations in good standing in their state of incorporation and in the states and territories where they are authorized to do business;
- not supporting organizations, unless identified specifically as Type I, Type II, or functionally integrated Type III supporting organizations (as defined in the U.S. IRS Code);
- not engaged in, supporting, encouraging, or promoting:
- intolerance, discrimination or discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age;
- hate, terrorism, or violence;
- money laundering;
- libelous or defamatory materials;
- not affiliating with or not supporting the disabled community;
- violation of intellectual property rights;
- other illegal, deceptive, or misleading activities; and
After receiving your application, we will review it and notify you of your acceptance or rejection into our Program. We reserve the right to reject any application for any reason, however we encourage you to contact us and appeal that decision if you feel we have incorrect information. Including all of the websites and accounts that you use in your application will help us make a better decision.
Once you are accepted, we will create your Cause FPage with your submitted information within 3 weeks. Before announcing your Cause, (when you are accepted into the Program), we send you an email to confirm your Cause Page and anything else preventing us from announcing, such as having your Cause Social Media Account(s) private or an incomplete address.
We reserve the right to reject or suspend your registration if the requested information (including Official Representative and payment information) is inaccurate or incomplete or if you are otherwise not in compliance with this Participation Agreement. If your application is accepted, you will be an "Eligible Cause" for as long as all of your registration information, including the payment information described in Section 7, is current and complete, this Participation Agreement remains in force, and you continue to be an Eligible Cause. You will ensure that all information you provide to us, including your Program application information, payment information, email address, and other contact information, is at all times complete, accurate, and up-to-date, and agree that failure to keep such information up to date may result in you no longer being an Eligible Cause or in you no longer receiving any Donations under the Program.
You consent to us sending your Cause emails from time to time relating to the Program (if any), approvals (if any), and other communications relating to the Program and this Participation Agreement to the email address then-currently associated with your Cause Account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
3. Program Policies
These Amplife® Love Program Policies (these “Program Policies”) are part of the Operational Documentation incorporated into the Participation Agreement that governs your participation in the Program. These Policies describe requirements and restrictions applicable to you as a Program participant.
By participating in the Program, you agree that you will comply with the Program Policies and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Participation Agreement, including policies and guidelines posted on the Cause Portal and including the Program Content Guidelines and the Amplife® Love Program Information (collectively, "Operational Documentation").
You can only promote or link to Amplife® Love on your own website, user-generated content published through a social media account or page, offline mailings, or email correspondence (your "Site") and can only use such of our trademarks or logos or our affiliates' trademarks or logos ("Marks"), links to Amplife® Love ("Love Links"), or other content we may make available to you (collectively, "Content"), in all cases in accordance with Program Policies and the Program Content Guidelines.
The guidelines apply to your use of our and our affiliates' trademarks and logos that we may make available to you from time to time, including as part of any content you obtain from us (collectively, "Marks"). "We," "us," or "our" means Amplife® Love or any of its affiliates. "You" means the person or entity using a Mark. Strict compliance with these guidelines is required at all times, and any use of a Mark in violation of these guidelines will automatically terminate any license related to your use of the Marks. You agree that we have the right to monitor the quality of your use or display of any Marks and you will facilitate such monitoring as necessary.
1. Limited License
- License to you: Subject to the terms of the Participation Agreement and solely for the limited purposes of advertising, and directing end users to, Amplife® Love in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy and display the Content solely on your Site in accordance with the Participation Agreement, including these guidelines and other Operational Documentation.
- License from you: Solely for the limited purposes of promoting and operating the Program, you hereby grant each of the Amplife® Love Program and Amplife® and its affiliates a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to promote, advertise and market your Cause and to copy, display and use your content, trademarks and logos ("Your Marks"). Amplife® will not alter any Marks except to stylize, re-format or re-size within such promotional materials, so long as the relative presentation of the Marks remain substantially the same.
- The licenses set forth in Section 3.1 will immediately and automatically terminate upon your notification to us that you no longer want to participate in the Program, or otherwise upon termination of the Participation Agreement.
2. Reservation of Rights; Submissions
Other than the limited licenses expressly set forth in Section 3.1, we reserve all right, title, and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of the Participation Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Links, link formats, Content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our affiliates' trademarks and logos (including the Marks), and any other intellectual property and technology that we provide or use in connection with the Program.
Other than Your Marks, if you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a Listing or in connection with the Participation Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, "Your Submission"), you hereby irrevocably grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to:
- use, reproduce, perform, display, and distribute Your Submission in any manner;
- adapt, modify, re-format, and create derivative works of Your Submission for any purpose;
- use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and
- sublicense the foregoing rights to any other person or entity.
Additionally, you hereby warrant that:Your Submission is your original work, or you obtained Your Submission in a lawful manner; and
our and our sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights.
You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
3. Trademark Usage Guidelines
- You are allowed to use the Marks only by display on your Site with the purpose to advertise the Program and availability of Listings eligible for Amplife® Love Donations, with a corresponding Love Link to amplife®.
- Your use of the Marks must
comply with the most up-to-date version of these guidelines; and
comply with any other terms, conditions, requirements, and policies that we may issue from time to time that apply to the use of the Marks, including the most up-to-date version of the Participation Agreement (including the Operational Documentation) (collectively, "Agreements").
- You cannot use or display any Mark for any purpose or in any manner not specifically authorized under the Agreements. For example, you cannot make any use or display
- that implies sponsorship or endorsement by us;
- to disparage us, our Listings, or our services; or
- that may, as determined by us, diminish or otherwise damage our goodwill in any Mark.
- You may display a Mark only in the exact format in which we provide it to you. You may not alter or modify any Mark in any manner. For example, you cannot change the proportion, color, or font of any Mark, or add or remove any elements from any Mark.
- Each Mark must appear by itself, in its entirety, with reasonable spacing between each side of the Mark and other visual, graphic, or textual elements. Under no circumstance can any Mark be placed on any background that interferes with the readability or display of that Mark. For example, you cannot place a white Mark on a white background.
- Together with each piece of content on your Site that includes any Marks, you must prominently include a statement stating that Amplife®, the Amplife® logo, Amplife® Love and the Amplife® Love logo are trademarks of Amplife LLC or its affiliates.
For example, if your Site displays the Amplife® Love logo, you would include the following statement on the same Site component: “Amplife®, the Amplife® logo, Amplife® Love and the Amplife® Love logo are trademarks of Amplife LLC or its affiliates.”
- All rights in and to the Marks are our exclusive property, and any goodwill generated by your use of any Mark will inure to our exclusive benefit. You will not take any action that is in conflict with our rights in or ownership of any Mark.
- You cannot display or otherwise use any trademark or logo of any third party Vendor on Amplife® Love in connection with your Love Link unless you have obtained from that Vendor specific written authorization to do so.
- You cannot use any trademark of Amplife® or its affiliates (whether or not it’s a Mark), or a variant or misspelling of such a trademark:
- In any domain name (for example, you cannot use a domain name such as "amplfemarket.com", "amplifesupplystore.com", "amplifeauctions.net", "amplifemarket.mydomain.info", "amplife.blogspot.com", "amplife.wordpress.com", or
- In any username, group name, or other identifier for any social networking site (for example, you cannot register on a website such as Facebook, Twitter, or YouTube a username such as "AMPLIFE JAPAN," "AAMPLIFE," "AMPLIFE For You," "AMPLIFE Seller," "@BuyAMPLIFEFromMe," "AMPLIFE Number One Fan," or "AMPLIFE Bargain"), or
- In any application, browser plug-in or other software name (for example, you cannot use an application name such as “Shop Amplife® Love App,” “Shop Amplife®,” or “Amplife®”).
4. Advertising Amplife® Love
- You may not promote or link to Amplife® Love in a way that is misleading or confusing to customers or that does not accurately represent Amplife® Love or the Program (for example, by expressing or implying that we have entered into a partnership with you, that we sponsor or endorse you or any other Cause or that we support your position on any issue, unless expressly stated).
- You will not bid on or purchase keywords, search terms, or other identifiers (including any trademark of Amplife® or its affiliates or variation or misspelling thereof) or otherwise participate in keyword auctions on any search engine, portal, or other search or referral service, directly or indirectly, in order to drive traffic to Amplife® Love (including by including a link that sends users directly or indirectly to amplife.co in any such ad, unless expressly authorized by us).
- You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via email campaigns, you must adhere to the following:
- abide by the CAN-SPAM Act of 2003 (Public Law no. 108-187) with respect to our Program;
- emails must be sent on your behalf and must not imply that the email is being sent on behalf of Amplife®;
- emails must first be submitted to us for approval prior to being sent or we must be sent a copy of the email;
- Social media promotion on Facebook, Twitter, Snapchat, Pinterest, and other social media platforms is permitted following these rules:
- you are allowed to promote offers to your followers or own lists (excluding Facebook custom audiences or similar programs);
- more specifically, you are welcome to use your Love Links on your own social media properties, such as Facebook, Twitter, etc.;
- provided you will comply with the terms that govern your use of such social media platforms. For example: you may post, “Shop the New Amplife® Collection" on Facebook. You are prohibited from posting your affiliate links on Amplife® social media properties and via any paid social media channels such as Facebook ads. You will not advertise Amplife® through any paid media such as search engine ads, display advertising, paid social advertising such as Facebook ads, unless expressly authorized by us.
5. PPC Guidelines
If you are enrolled in our Program and participate in pay-per-click (PPC) advertising, you must adhere to our PPC Guidelines as follows:
- You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo, Facebook or any other network;
- You may not use our trademarked terms in sequence with any other keyword (i.e. Amplife® Coupons);
- You may not use our trademarked terms in your ad title, ad copy, display name or as the display URL, unless expressly authorized by us.;
- You may not directly link to our website from any pay per click ad or use redirects that yield the same result. Users must be directed to an actual page on your website, unless expressly authorized by us.;
- You may not bid in any manner appearing higher than Amplife® for any search term in position 1-5 in any auction style pay-per-click advertising program.
If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. You will be removed from our Program if you engage in PPC trademark bidding that uses our trademarked terms or misspellings of the terms.
Trademarked terms (the following is not an exhaustive list): amplife, amplife.co, amplife.co, amplife.net, amplife.net, amplifemarket.com, ampplife, ampplifemarket.com, ampliifemarket.com, amplife market, amplife clothing, amplife stories, amputee life, amputee life clothing, amputee life stories, amplife hats, amplife discounts, amplife coupons, amplife clearance, amplife gear, shop amplife, amplife originals, amplife store, amplife shop, amplife online store, amplife online shop, coupons amplife, discount amplife, amplife sales, sales amplife, severed society, severty society
Domain names using any of our trademarked terms as part of the domain or subdomain for your website is strictly prohibited i.e. amplife.website.com or amplifestore.com
6. Sub-Affiliate Networks
Promoting Amplife® through a sub-affiliate network is not permitted. Failure to comply with our sub-affiliate network terms may result in you being removed from the Program.
7. Interaction with Amplife® Love and Amplife® Customers
- You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with Amplife® Love (including any usernames or passwords of Amplife® customers).
- You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of Amplife® Love.
- You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (for example, search, browse, or order) are occurring.
- Customers who buy Listings through Amplife® Love are customers of Amplife® or its affiliates with respect to all activities they undertake in connection with Amplife® Love, and you acknowledge and agree that you are not entitled to receive any customer information. Orders for Listings placed by customers on Amplife® Love may be rejected for any reason and rejected orders will not be eligible for Donations. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction or orders with Amplife® Love, you will state that those customers must follow contact directions on Amplife® Love to address customer service issues.
8. Amplife® Love Lists
- You can participate in the Amplife® Love Lists component of the Program (the “List Program”) after being accepted into Amplife® Love. The List Program is subject to the Participation Agreement generally and also to this Section 3.9 (the “List Program Policy”). Under the List Program, you can submit lists of items available through Amplife® Love (an “Amplife® Love List”), which Amplife® may display on a custom web page or through other customer experiences designated for the List Program (“List Page”), and customers may purchase and then give those items on your Amplife® Love List to you by having them delivered to your designated address (“List Address”).
- Your List Address must be a location owned or leased by your Cause. Without limiting the generality of Section 2 of the Participation Agreement, you must promptly update your List Address (and any other information provided in connection with this List Program Policy) if your address changes or you cease holding a valid ownership or leasehold interest in the List Address.
- By participating in the List Program, you consent to Amplife® or any of its affiliates sharing your List Address with any Vendor that offers an Amplife® Love List item that a customer elects to purchase and send to your List Address.
- You must not include in your Amplife® Love List any of the following types of items: gift cards, digital items, subscriptions, memberships, fine art, & collectibles.
- Items that you receive through the Lists Program will only be returnable for Amplife® Gift Card Balances, which are subject to applicable terms and conditions.
- We reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of the Participation Agreement or otherwise, acquire any ownership interest or rights in or to, the List Page, the List Page URL or information and materials on the List Page. You will not take any action that conflicts with our rights in, or ownership of, the List Page. Amplife® reserves all rights to determine the content, appearance, functionality, URL, and all other aspects of the List Page, including through the display of
- advertising materials on the List Page without compensation to you, and
- disclosure (by text, link, icon, or otherwise) regarding your participation in the List Program.
- By accepting this List Program Policy, you hereby grant to Amplife® a non-exclusive, irrevocable, worldwide, fully paid-up, royalty-free and perpetual license in all languages to use, copy, reproduce, adapt, distribute, transmit and display your Cause’s name, photo, logo and other trademarks or materials provided to Amplife® in connection with the List Program (including through linkage to your Cause Page) (“Cause Materials”), in each case solely in connection with the promotion, marketing, use, and display of the List Program or the List Page and as examples of best practices in our educational and marketing materials; provided however, that Amplife® will not alter any Cause Materials except to stylize, re-format or re-size within such promotional materials or such List Page, so long as the relative presentation of the Cause Materials remain substantially the same.
- All List Pages are Service Offerings for the purpose of Section 12 of the Participation Agreement, and all content and data (including Cause Materials) you provide in connection with the List Program will be your responsibility and subject to the waivers and indemnity obligations stated in Section 4 of the Participation Agreement.
- With respect to any jurisdiction in the United States of America where you would be required to register to solicit Donations or meet any similar administrative requirement under applicable law but your Cause is not so registered (an “Excluded Jurisdiction”), you must report such Excluded Jurisdictions to Amplife®. We reserve the right to refuse to show your Amplife® Love List to customers within any Excluded Jurisdiction, you must state your Excluded Jurisdictions or Included Jurisdictions (whichever is shorter) and you must not market your Amplife® Love to any person or entity within such Excluded Jurisdiction.
- We can terminate or suspend your participation in the List Program at any time, with or without cause, by giving you written notice of suspension or termination, and you can terminate or suspend your participation in the List Program at any time by deleting all Amplife® Love Lists associated with your Cause Portal.
9. Reversal and Communication Guidelines
We reserve the right to reverse orders or lead actions due to order cancellations, duplicate tracking, returns, disputed charges, suspected reseller activity, suspected fraudulent or illegal activity, and Program violations as outlined in these terms and conditions. Additionally, if we ask you for clarification or more information on any orders, lead actions, or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our Communications Guidelines:
- You are not forthcoming, intentionally vague or are found to be lying;
- You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile;
- You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof;
If any of the above apply, then we reserve the right to remove you from the Program. We know that many violations are a result of automated processes; however it is incumbent upon each Cause to ensure that it has the appropriate checks and balances in place to proactively address these issues and adhere to our Program rules.
10. Unacceptable Practices
- You will not include on your Site, display, or otherwise use your Love Link or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
- You will not use Content or your Love Link on, or link to Amplife® Love from, any application (for example, a software component, toolbar, or plug-in), or use any such application to artificially increase Qualifying Purchases in respect of your Cause.
- You will not frame Amplife® Love (amplife.co or any experience within Amplife® Love), or any part of it, within your Site. However, displaying your Love Link on your Site in accordance with the Participation Agreement will not be considered framing Amplife® Love. You may promote your Program participation and link through social media and email as described in the Operational Documentation.
- You will not post or serve your Love Link or other content promoting Amplife® Love within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any site that is not your Site.
- You will not include your Love Link in any content that you place on Amplife® Love or any other Amplife® Website (for example, in connection with any advertising service available through Amplife® or in a customer review, forum, post, guide, or any other customer-generated content available on Amplife®).
- You will not cloak, hide, spoof, or otherwise obscure the URL of your website containing links (including by use of a redirecting page) such that we cannot reasonably determine the website from which a customer clicks through the Love Link to Amplife®.
From time to time, we may request information from you in order to verify your compliance with the Participation Agreement or any Operational Documentation, including whether you meet, or continue to meet, the definition of an Eligible Cause. You agree to cooperate with us and promptly satisfy such requests.
Upon our request, you will provide us with written certification, in substantially the form requested by Amplife®, that you have complied with the Participation Agreement, including all Operational Documentation. In addition, you consent to us monitoring your Site to verify your compliance with the Participation Agreement, and you will provide copies of Content on offline versions of your Site upon request. You also consent to us monitoring and using information about our customers in connection with their use of your Love Link and Amplife® Love.
4. Responsibility for Your Site and Actions
You will be solely responsible for your Site, your Cause, and actions taken by you or on your behalf, including:
- the development, operation, distribution, and maintenance of your Site;
- compliance with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you or your Site. For example, you will comply with the European Union's privacy and electronic communications directive if you are conducting business in or taking orders from persons in one or more of the European Union countries;
- the payment information and other information we receive in connection with the Program;
- ensuring that any Donation amounts that we make to you are used in accordance with applicable law and your stated mission;
- creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site (including any information you include within or you associate your Love Links);
- using the Content and any materials posted on your Site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights);
- ensuring your content is not threatening, harassing, defamatory, obscene, harmful to minors or does not contain nudity, pornography or sexually explicit materials;
- ensuring there are no 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;
- ensuring there is no software or technology that attempts to intercept, divert or redirect internet traffic to or from any other website, or that potentially enables the diversion of commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons;
- any misrepresentation of your relationship with a Cause, registration of a Cause that you are not authorized to act on behalf of, or any other failure to provide true and accurate information in your registration, including if such failure results in you not receiving the amount of Donations you would have otherwise received from the Program;
- ensuring you are duly authorized to enter into and perform your obligations under this Participation Agreement (including granting the rights set forth in the Program Content Guidelines) and that you do not violate any term or condition of this Participation Agreement; and
- your or your employees', contractors', agents', or volunteers' acts, errors, omissions, negligence, or misconduct.
Love Links will be made available to you through the Cause Portal. Your acceptance in our Program means you agree to and abide by the following:
- You will only use linking code obtained from the Cause Portal without manipulation;
- All domains that use your Love Link must be listed on your Cause Page;
- Your website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner;
- You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating);
- Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited;
- If you are found redirecting links to hide or manipulate their original source, you will be removed from the Program;
We will have no liability for these matters, and you agree to defend, indemnify, and hold us, Amplife LLC ("Amplife®") and its affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to these matters. With respect to any emails, social media posts, mailings and other communications you send (or cause to be sent) in connection with the Program, you acknowledge that you are the originator and sender for all purposes (including under the CAN-SPAM Act of 2003 and all similar laws).
5. Mobile Application Guidelines
These Mobile Application Guidelines (“Mobile Guidelines”) apply to your inclusion of your Love Link in your Approved Mobile Application (if applicable). Strict compliance with these Mobile Guidelines is required at all times, and any violation of these Mobile Guidelines will automatically terminate the Participation Agreement.
Your Mobile Application:
- must be free to download and your Love Link must be accessible without paying for access;
- must have original content;
- must not emulate our Website shopping app functionality (if any);
- must not have price tracking and/or price alerting functionality
- must not host or render Partner site's web pages in WebViews.
We reserve the right, exercisable in its sole discretion, to take appropriate action against any use without permission or any use that does not conform to these Mobile Guidelines.
6. Qualifying Purchases
We will make Donations to you resulting from Qualifying Purchases in accordance with Section 6 and as set forth in the Amplife® Love Program Information. Subject to the exclusions set forth below, a "Qualifying Purchase" occurs when
- a customer
- places an order for a Listing from their shopping cart on Amplife®,
- purchases a Listing via our Buy Now feature on Amplife®, or
- streams or downloads a Listing from Amplife® if the Listing is a digital product;
- at such time, that customer has chosen your Eligible Cause through Amplife® Love to benefit from purchases the customer makes on Amplife®; and
- the Listing is shipped to or streamed or downloaded by, and paid for by, the customer.
A "Listing" is anything sold on Amplife® Love and which is marked "Eligible for Amplife® Love donation" (or substantially similar messaging) on the relevant Listing Detail Page.
Qualifying Purchases exclude, and you will not be eligible for disbursements in connection with any of, the following:
- subscription renewals;
- any Listing purchased after termination of this Participation Agreement or purchased in connection with a violation of this Participation Agreement; or
- any Listing order that is canceled or returned.
- any Listing that, when no Cause is selected, is bought by the a customer, or is streamed or downloaded by a customer, even if the customer previously followed a Love Link from your site to Amplife®;
- any Listing purchase that is not correctly tracked or reported because your Love Link from your site to Amplife® is not properly formatted;
- any Listing purchased for resale or commercial use of any kind;
- any Listing purchased by a customer who is referred to Amplife® through any of the following:
- a Prohibited Paid Search Placement;
- a link to Amplife® Love, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise;
- any Qualifying Purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, or other benefit) for using special links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit Amplife® Love via your Love Link).
- any Listing purchased through a Love Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, Listing Advertising API or other linking tools that we make available to you.
“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions.
“Proprietary Term” means keywords, search terms, or other identifiers that include the word , its affiliates, or variations or misspellings of any of those words (e.g., "amplif").
“Redirecting Link” means a link that sends users indirectly to the Partner Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage.
“Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
Donations from us to Eligible Causes are based on Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given calendar quarter, and not subsequently returned.
Donations are calculated in accordance with the Operational Documentation, as it may be modified from time to time. Donations for each calendar quarter will be made approximately 45 days following the end of that quarter. To account for Listing returns that are made after the end of a calendar quarter, we reserve the right in our sole discretion to withhold a portion of your quarterly Donations for disbursement during the next Donation cycle, subject to any reduction due to returns or cancellations from prior quarters.
If we determine that we have made an overpayment in Donations to you as a result of returns not offset by Donations held back to account for returns, or if we determine that you received Donations to which you were not entitled as a result of your actions or omissions (for example, if you provided incomplete or false registration information or otherwise violated this Participation Agreement), we reserve the right, in our sole discretion, to
- deduct the amount of the overpayment from any Donation amount that is due to you in subsequent Donation cycles, and/or
- notify you and request reimbursement for any amounts incorrectly paid to you, in which case you hereby agree to reimburse us for such overpayments promptly and in any event within 30 days of such request.
You acknowledge and agree that we are under no obligation to provide you with a report of Qualifying Purchases or Donations attributed or earned.
If we determine that you are no longer an Eligible Cause or that you or anyone acting on your behalf has violated any term or condition set forth in this Participation Agreement (including failure to qualify as an Eligible Cause), we reserve the right to disburse any Donation that would have been made to you instead to one or more other Eligible Causes as set forth in the Operational Documentation.
When making Donations to Eligible Causes, we will send Donations to you into the payment option you designate on your Cause Portal. We reserve the right to accrue and withhold Donations for any Eligible Cause until the total Donation for that Cause is at least $5.00, at which point the accrued and withheld total Donations will be paid in full during the next quarterly Donation cycle. However, we will not withhold Donations that remain under the $5.00 level for an Eligible Cause for longer than four consecutive quarters.
If you choose to receive payment through bank transfer, you must promptly provide us with accurate and complete bank account information, including the bank account type, the 9-digit routing number/ABA number, the account number, and the name of the primary account holder as it appears on the account. If you do not provide this information, the information is not valid (for example, the account has been closed or changed), or a Donation is otherwise rejected by your bank, then we reserve the right to suspend or revoke your registration for the Program, so that you will cease to be an Eligible Cause. You will not receive Donations, and Donations that you would have received will be treated as Donations directed to an Eligible Cause that is not an Eligible Cause, as described in the following paragraph. You will only be eligible to receive Donations again after you provide valid account information and you qualify as an Eligible Cause.
If a Cause that is not an Eligible Cause accrues Donations in a given calendar quarter, we will accrue and withhold such Donations until the Donation cycle following the end of the calendar quarter in which it becomes an Eligible Cause. However, if such Cause does not promptly become an Eligible Cause, then we reserve the right after each calendar quarter in which a Cause accrues withheld amounts (after expiration of a reasonable period as we determine in our discretion, not to exceed 3 years after such quarter), to reallocate and disburse such accrued and withheld funds to other Causes qualified as Eligible Causes.
We may be obligated by law to obtain tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your Donations until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
8. Public Communications; Identifying Yourself as a Program Participant
You acknowledge and agree that we may or may cause others to publicly disclose (including through a government filing, press release, interview, or any other public statement) the amount of Donations provided to you (individually and/or collectively with other Causes) in connection with the Amplife® Love Program, provided that such communications shall not tie Donation amounts to any individual customer. Except as expressly permitted in the Operational Documentation, you will not issue any press release or make any other public communication with respect to this Participation Agreement, your use of the Content, or your participation in the Program. You must, however, clearly state the following on your site: “[Your Cause] is a participant in Amplife® Love which gives back to our community, helps reach their goals and raises donations by shopping on amplife.co.”
9. Term and Termination
The term of this Participation Agreement will begin upon acceptance of this Participation Agreement and will end when terminated by either you or us.
Either you or we may terminate this Participation Agreement at any time, with or without cause, by giving the other party written notice of termination, which for your termination notice will require a written request to be removed from the Program, delivered to this email, and for our termination notice will require making a notice available for your review by transmitting email to the email address then-currently associated with your Program Account.
We also reserve the right, in our sole discretion, to cancel or otherwise terminate the Program at any time. Upon any termination of this Participation Agreement and/or the Program, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 2, 3, 4, 9, 11, 12, 13, 14, and 16 and under the Program Content Guidelines will survive the termination of this Participation Agreement. No rights or obligations with respect to accrued but unpaid Donation obligations will survive any termination of this Participation Agreement, and instead amounts otherwise allocable to you will be allocated and paid to other Eligible Causes in accordance with Section 7.
No termination of this Participation Agreement will otherwise relieve either party for any liability for any breach of, or liability accruing under, this Participation Agreement prior to termination.
In the event of any such suspension or termination, we will make a good faith effort to notify you of such suspension or termination and any conditions for reinstatement, if you are eligible for reinstatement.
We reserve the right, at our sole discretion, to update, change or replace any part of these Participation Agreement (and any Operational Documentation) by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes.
YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS PARTICIPATION AGREEMENT IN ACCORDANCE WITH SECTION 9. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
11. Relationship of Parties
You and we are independent contractors, and nothing in this Participation Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates' behalf. You will not make any statement, whether on your Site or otherwise, that contradicts or may contradict anything in this Section 11. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Participation Agreement, you will be deemed to have taken the action yourself.
12. Limitation of Liability
NONE OF US, AMPLIFE®, OR OUR AFFILIATES AND LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, THE AGGREGATE LIABILITY FOR US, AMPLIFE®, AND THEIR AFFILIATES AND LICENSORS ARISING IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, THE PROGRAM, AMPLIFE® LOVE, AND THE SERVICE OFFERINGS WILL NOT EXCEED $100.
THE PROGRAM, AMPLIFE® LOVE, THE CAUSE PORTAL, ANY LISTINGS AND SERVICES OFFERED ON OR THROUGH AMPLIFE® LOVE OR CAUSE PORTAL, ANY CONTENT, THE AMPLIFE.CO DOMAIN, TRADEMARKS AND LOGOS OF OURS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS" AND "AS AVAILABLE."
WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.
WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.
WE WILL NOT BE RESPONSIBLE FOR
- ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR
- ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT.
NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS PARTICIPATION AGREEMENT.
FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH
- ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS;
- ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS PARTICIPATION AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM; OR
- ANY TERMINATION OR SUSPENSION OF THIS PARTICIPATION AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
Any dispute relating in any way to the Program or this Participation Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of California, without regard to principles of conflict of laws, will govern this Participation Agreement and any dispute of any sort that might arise between you and us.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Participation Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, California Registered Agent Inc.1401 21st Street STE R, Sacramento, CA 95811, Phone: (530) 232-5985, Email: firstname.lastname@example.org, Website: www.californiaregisteredagents.net.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
We will reimburse those fees for claims and will not exceed the total advertising fees paid or payable to you under this Participation Agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding anything to the contrary in this Participation Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
15. FTC Disclosure
FTC disclosure requirements you shall include a disclosure statement within any and all pages, blog/posts, or social media posts where Love Links for our 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 or from us for review, this also must be clearly stated in your disclosure.
Disclosures must be made as close as possible to the claims. Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. disclosure should be visible before the jump). Pop-up disclosures are prohibited.
You may not assign this Participation Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Participation Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Participation Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Participation Agreement.
We may from time to time in our sole discretion make Donations that exceed or supplement those strictly required under this Participation Agreement, but in no event will such actions create any right to receive excessive or supplemental Donations at any later time or under similar circumstances.
In the event of any conflict between this Participation Agreement and the Operational Documentation, the Participation Agreement will control over the Operational Documentation. Affiliates and licensors are expressly intended third party beneficiaries of this Participation Agreement, but except as stated in this sentence this Participation Agreement no other person or entity other than you and us will have any right or interest arising out of this Participation Agreement.
This Participation Agreement incorporates, and you agree to comply with, the most up-to-date version of all Operational Documentation, including any updates of the Operational Documentation from time to time. Whenever used in this Participation Agreement, the terms "include(s)," "including," and "for example" mean, respectively, "include(s), without limitation," "including, without limitation," and "for example, without limitation."
Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Participation Agreement, may be made, taken, or given in our sole discretion.
All non-public information provided by us in connection with this Participation Agreement or the Program is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under this Participation Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
This Participation Agreement (including the Operational Documentation) is the entire agreement between you and us regarding the Program and supersedes all prior agreements and discussions.
© Amplife LLC