This affiliate agreement (“Agreement”) is entered into by and between you (“you” or “your”) and darkH2O Ltd, a U.K. based limited liability company (“we,” “us,” “our,” or “darkH2O.”), and contains the complete terms and conditions governing your participation in the darkH2O. affiliate program (“Affiliate Program”). By submitting an application to participate in the Affiliate Program and become an affiliate (“Affiliate”), you are indicating your agreement to be bound by these terms as well as darkH2O’s Privacy Policy. Please read the entire Agreement carefully before registering to become and promoting darkH2O as an Affiliate.

1. darkH2O AFFILIATE AGREEMENT AND QUALIFIED REFERRALS

Your participation in the Affiliate Program is solely to legally advertise and solicit visits to the darkH2O website through your own website and to receive a commission on Qualified Referrals, subject to the terms herein. A “Qualified Referral” means a new and unique customer referred to darkH2O by you who: (i) clicks on your unique Affiliate link; and (ii) within sixty (60) days of clicking your unique Affiliate link, successfully purchases a darkH2O. product from darkH2O.’s official website.

2. ENROLLMENT

To enrol in the Affiliate Program, you must submit a completed affiliate program application (“Affiliate Program Application”) and be approved. The Affiliate Program Application can be found HERE. darkH2O will review your Affiliate Program Application and you will be notified of your acceptance status as soon as may be practicable after your information is reviewed. We reserve the right to approve or reject ANY Affiliate Program Application in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Application and no reason for such rejection shall be required to be provided by us to you.

3. AFFILIATE UNIQUE CODE

If your Affiliate Program Application is approved and you are authorised as a darkH2O’s Affiliate, you will be issued a special CODE which will be unique to you and you only and will enable you to be paid for Qualified Referrals.

4. ORDER PROCESSING AND FULFILLMENT

Order processing and fulfilment will be conducted solely by darkH2O. or an authorised agent, including payment processing, order cancellations, and refunds. Affiliates are not authorised to collect payments or sell any darkH2O products from other websites as a “reseller” and no “resale” rights are granted in ANY way. Affiliates are not authorised to sell any of these products on eBay or other auction sites. darkH2O will also be solely responsible for all customer service inquiries. Qualified Referrals who purchase products through the darkH2O’s Affiliate Program will be deemed to be customers of darkH2O Accordingly, all rules, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time. Prices and availability of our products may vary from time to time. darkH2O policies will always determine the price paid by the customer.

5. COMMISSIONS

Commissions earned on referrals become payable thirty (30) days after the referred customer becomes a Qualified Referral. Affiliates will receive 15% of resulting net sales revenues as a commission (“Commission(s)”) from orders for products placed by a Qualified Referral through properly coded Affiliate links (unless noted otherwise for a particular product). The rate of Commissions may change at the discretion of darkH2O; with such change being instantly applicable to all orders paid for subsequent to an effective change date. For a sale to generate a commission to an Affiliate, the Qualified Referral must complete the order form and remit full payment for the product(s) ordered through the secure order system. Commissions will only be paid on sales that are made when the Qualified Referral clicks through qualified, correctly structured Affiliate links/codes. Properly coded links are the sole responsibility of the affiliate. Commissions will not be paid on any product sale that is refunded in full to the purchaser within the time period defined in the terms and conditions of sale. If a Qualified Referral initiates a credit card dispute, any earned Commission on the disputed charge shall become frozen in your Affiliate account until the dispute is settled, and you will not accrue or receive any interest on Commissions that have been frozen. If the dispute is settled in darkH2O’s favour, any associated earned Commission will become payable to you. If the dispute is settled in the Qualified Referral’s favour, any associated earned Commission shall not be paid to you. If Commissions have already been paid out to you, the amount of earned Commissions on the disputed charges shall be debited to your Affiliate account.

6. PAYMENT

darkH2O pays its Affiliates via a PayPal account, provided to us when an individual is accepted into the Affiliate Program. If you do not have a PayPal account, you can obtain one by visiting www.PayPal.com, subject to PayPal’s terms and conditions. PayPal account management is solely the responsibility of the Affiliate. If the PayPal e-mail changes, it is the responsibility of the Affiliate to notify the Affiliate Program to ensure proper commission payments.  Payments will be made on or around the 15th of any given month to any qualified Affiliate who has a balance due and payable of more than £100.00. If your total commissions for a given month are less than £100.00, payment will be held until the total commissions equal or exceed £100.00. Affiliates are solely responsible for paying all applicable fees associated with accepting payments, including but not limited to, and as applicable, conversion and transaction fees.

It is solely the responsibility of each Affiliate to provide darkH2O with accurate payment information necessary to issue a commission payment. If darkH2O does not receive the necessary payment information within sixty (60) days of a purchase made by a Qualified Referral which would otherwise trigger a commission payment, the applicable commissions shall not accrue and will not be owed to the Affiliate. Affiliates are solely responsible for all tax matters relating to Commissions, including but not limited to federal, state and local taxes. It is the sole responsibility of each Affiliate to seek independent counsel regarding personal tax implications.

7. QUALIFYING SITES

darkH2O reserves the right to refuse any site entry into the darkH2O Affiliate Program based on-site content. Sites that do not qualify for the Affiliate Program include sites which:

  • Promote discrimination based on race, sex, religion, nationality, disability, or age
  • Promote illegal activities
  • Promote sexually explicit materials
  • Promote violence
  • Infringe or otherwise violate any copyright, trademark, or other intellectual property rights
  • Include any information which darkH2O believes is misleading in any way.

8. PERMITTED USAGE

The following are permitted uses of the darkH2O’s brand and marketing resources:

  • Affiliates are only permitted to use the graphical banners and design resources located within the Affiliate Dashboard. If a specific size banner ad is not available, the Affiliate may contact us at info@darkH2O.com and request a new banner graphic be added to the available resources. darkH2O shall, at its own discretion, use reasonable efforts to fulfil new banner graphic and design requests, but shall not be obligated to do so. Affiliates may not alter, modify or change the Affiliate Dashboard materials in any way.

9. PROHIBITED USAGE

The following cases are prohibited and are grounds for immediate termination of the affiliate account.

  • Affiliates MAY NOT use the darkH2O logo, related trademarks, trade dress or another darkH2O website/branding imagery in a header graphic or in any way as to indicate they are officially affiliated or partnered with, or sponsored or endorsed by darkH2O.
  • Affiliates MAY NOT use the term “darkH2O” in ANY variation in their site URL (ex. darkH2O.net, darkH2Ocouponcodes.com, buydarkH2Owater, dark-H2O.com, etc.), email address, or social media handle.
  • Affiliates MAY NOT use the terms “darkH2O”, “dark Water” as keywords in any form of search-based advertising or advertising on social networks including, but not limited to: Facebook, Twitter, Google+ and Reddit.
  • Affiliates MAY NOT host or promote “coupon stacking” sites where customers may combine coupons to receive additional discounts.
  • Affiliates MAY NOT make any false, misleading, or disparaging statements with respect to darkH2O,  darkH2Os products and services, and/or the Affiliate Program.
  • Affiliates MAY NOT use “cookie stuffing” techniques that set the tracking cookie without the potential customer’s knowledge.
  • Affiliates MAY NOT engage in any marketing or promotional activities that violate any applicable law, rule, or regulation, including but not limited to the UK law.

10. darkH2O ANTI-SPAM POLICY

darkH2O strictly prohibits affiliates from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, Twitter, Facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:

  • Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of the recipient through an opt-in subscription;
  • Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules! If a forum owner or moderator complains that an affiliate has spammed, the affiliate account may be permanently terminated after investigation.
  • Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
  • Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or “Instant Messaging” system.
  • Certain off-line activities that, while not considered Spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.
  • darkH2O, may undertake, at its sole discretion and with or without prior notice, the following enforcement actions: Account Termination: Upon the receipt of a credible complaint, the darkH2O Affiliate Program manager may investigate the complaint, and if necessary, will then terminate the affiliate account of the individual implicated in the abuse. Termination results in the immediate closure of the member and affiliate account, the loss of all referrals, and the forfeiture of any unpaid commissions on the account. At darkH2O’s sole discretion, termination may not only result in being permanently banned from the Affiliate Program but also being permanently banned from ANY other darkH2O affiliate program(s). If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to our affiliate team email info@darkH2O.com 

11. AFFILIATE SITE OBLIGATIONS

You are solely responsible for the operation and maintenance of your Affiliate site, including all of the content posted thereon. You are also responsible for the accuracy of all content appearing on your Affiliate site and ensuring that materials posted to your Affiliate site do not violate or infringe upon the rights of any third party. darkH2O disclaims all liability and responsibility for the content posted to and appearing on your Affiliate site, except to the extent that you have utilised—without changing, altering, or modifying—the materials provided directly by darkH2O to you as expressly permitted under this Agreement.

12. TERM AND TERMINATION

The “term” of this Agreement will begin when you accept the terms and conditions hereof and will end when terminated by either party. Either darkH2O or the Affiliate may terminate this Agreement at any time, with or without cause. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from your Affiliate Site, all links to the darkH2O websites, and all darkH2O trademarks and logos, other darkH2O intellectual property, and all other materials provided in connection with the Affiliate Program. Should you elect to terminate your participation in the Affiliate Program, you will waive your right to be paid any unpaid commissions below the £100.00 minimum threshold, and you will not accrue any commissions after the date of termination.

13. INDEMNIFICATION

You hereby agree to indemnify and hold harmless darkH2O and its subsidiaries and affiliates, and each of their officers, directors, employees, agents, legal councel, shareholders, partners, and members, for, from and against all third-party claims, costs, losses, liabilities, penalties, fines, citations, expenses, forfeitures or other damages, including but not limited to settlements, defence costs, judgments, court costs, expert(s) fees and reasonable fees of lawyers, incident to, and which it/they may incur, become responsible for, or payout as a result of (i) your breach of this Agreement; (ii) your negligent or willful act(s) or omission(s); (iii) your violation of applicable laws, statutes, regulations, codes, ordinances, or rules; and (iv) any claim related to your Affiliate site, including, without limitation, its development, operation, maintenance, and content therein that is not directly attributable to darkH2O.

14. LIMITATION OF LIABILITY

To the maximum extent allowed under applicable law, darkH2O will not be liable for indirect, special, incidental, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or your participation in the Affiliate Program, even if we have been advised of the possibility of such damages. To the extent the foregoing limitation of liability is prohibited or fails of its essential purpose, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement during the six (6) month period immediately preceding the event giving rise to such liability.

15. DISCLAIMERS

We make no express or implied warranties or representations with respect to the Affiliate Program or an affiliate’s potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of the websites or the Affiliate links will be uninterrupted or error-free, and darkH2O will not be liable for the consequences of any interruptions or errors in any way connected with the foregoing, including but not limited to the tracking of information regarding Qualified Referrals during any period of interruption.

16. RELATIONSHIP OF THE PARTIES

Affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliates have no authority to make or accept any offers, promises or representations on our behalf. Affiliates will not make any statement, whether on their sites or otherwise, that reasonably would contradict this statement.

17. GOVERNING LAW AND DISPUTES

This Agreement shall be governed by and construed under the laws of United Kingdom, without reference to conflict of laws principles. The parties expressly agree that any action relating to this agreement shall exclusively be brought in the United Kingdom, and both parties irrevocably consent to the jurisdiction of the U.K. courts located in Manchester, United Kingdom. Each party expressly waives any objection that it may have based on improper venue or forum non-conveniens to the conduct of any such suit or action in any such court.  The parties hereby irrevocably agree to waive their respective rights to a jury trial of any claim or cause of action related to or arising out of this agreement or the affiliate program. additionally, you agree that any proceedings to resolve or litigate any dispute arising hereunder will be conducted solely on an individual basis and that you will not seek to have any dispute heard as a class action, a representative action, a collective action, a private Lawyer action, or in any proceeding in which you act or propose to act in a representative capacity. you further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of darkH2O and all parties to any such proceeding. 

18. MODIFICATION

By posting a Change Notice or a new Agreement on this site, we may modify any of the terms and conditions within this Agreement at any time and at our sole and complete discretion. These modifications may include, but may not be limited to, changes in the scope of available fees, fee schedules, payment procedures and Affiliate Program rules. If any of the modifications are unacceptable to you, you’re only recourse is to terminate this Agreement by sending us an e-mail to info@darkH2O.com to express your election to terminate your affiliate agreement with us. If you continue your participation in the Affiliate Program following the posting of a Change Notice or new Agreement, your continued participation will be deemed to be and constitute your unconditional acceptance of the new Agreement or change. You agree to regularly check for Change Notices and waive any defence to noncompliance with those changes based on not receiving notice.

19. MISCELLANEOUS

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

You may not assign any of your rights or obligations under this Agreement to any third party without our prior written consent.

By signing up to the darkH2O Affiliate Program you are agreeing to receive occasional e-mail communications from darkH2O to inform you about new products and news so that you, in turn, can inform your readers and followers.

20. ELECTRONIC SIGNATURE

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the darkH2O Affiliate Program. You affirm your unconditional acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the darkH2O application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By signing up with the darkH2O Affiliate Program, you acknowledge that you have read this Agreement in its entirety and agree unconditionally to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

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