This is a contract between you (the “Affiliate”) and us (“American Society of Media Photographers”). It describes our partnership and the structure of our relationship. We have tried to make it as straightforward as possible. However, it is a legal document, so we do use legal language when necessary.
The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”). You must agree to the terms of this Agreement to join the Affiliate Program.
We periodically update these terms. We may choose to replace the Terms completely in the future if we decide to change or cancel the Program. If we update or replace these terms, we will notify you via email or through our Marketing Affiliate Dashboard (“Affiliate Dashboard”). If you do not agree to the new or updated terms, you have the option to terminate our partnership by following the steps below.
Definitions
“American Society of Media Photographers Affiliate" or “ASMP Affiliate” or “Affiliate” means a company, organization, or individual entering into this program with us.
“Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.
"Affiliate Lead" means any person who clicks on the Affiliate Link that we have provided you.
“Affiliate Link” means the unique traceable link you use to promote our memberships.
“Affiliate Dashboard” means the online portal that we make available to you upon your acceptance into the Affiliate Program.
"Agreement" refers to this Marketing Affiliate Program Agreement and resources provided to you within the Agreement.
“Commission” refers to the sum of money you earn as an Affiliate per Sales Transaction.
“Affiliate Customer” means the person or organization who has purchased American Society of Media Photographers membership or signed up for the American Society of Media Photographers membership after being an Affiliate Lead.
“Customer Transactions” refer to those transactions by Affiliate Leads that are eligible for Commission according to the 'Customer Transactions' section of this Agreement.
"Customer Data" means all information about the Customer Transaction and all materials that the Customer provides, posts, uploads, inputs or submits for public display.
"American Society of Media Photographers Content" encompasses all information, data, text, messages, software, music, video, photographs, graphics, images, and tags that we incorporate into our memberships, products, and overall brand.
“American Society of Media Photographers Memberships” refers to all memberships procured and sold via the American Society of Media Photographers website, e-commerce platform, individual reseller, or events.
"We", "us", “our”, and “American Society of Media Photographers” means American Society of Media Photographers, Inc.
“You” and “Affiliate” means the party, other than American Society of Media Photographers, entering into this Agreement and participating in the Affiliate Program.
Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar memberships and products of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and memberships of third parties.
Affiliate Acceptance
Once you apply to join our Affiliate Program, we will review your application and notify you to let you know whether you have been accepted to participate. Before we accept an application, we may reach out to you for additional information. If we do not let you know that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is denied.
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full effect, until terminated, according to the terms set forth below. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.
As an Affiliate, you must always adhere to the terms and conditions of this Agreement, which will be posted within the Affiliate Portal.
Customer Transactions
Affiliate Program Limits. We will pay you a ten percent (10%) Commission as described in the Affiliate Dashboard for each new Customer who completes an applicable Customer Transaction after clicking on the Affiliate Link made available by you, provided that you adhere to the terms of this Agreement.
Eligibility. To be eligible for Commission an Affiliate Lead must be accepted and valid per the 'Acceptance and Validity' section, if at any point you are eligible to receive a revenue share payment or commission under another Program at American Society of Media Photographers, that payment amount will not change based on your participation in the Affiliate Program. We may discontinue Commission payments should any of the eligibility criteria outlined in this subsection fail to be met at any time.
Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that are derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by American Society of Media Photographers. An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this Agreement has expired or terminated.
Commission and Payment. To receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Dashboard); (ii) completed all steps necessary to create your account in the Affiliate Dashboard per our directions, (iii) have a valid and up-to-date payment method in the Affiliate Dashboard with such account (iv) completed any required tax documentation in order for the Affiliate Dashboard to process any payments that may be owed to you.
Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements outlined in section 4(a)(i-iv) remain outstanding for six months immediately following the close of a Customer Transaction, then your right to receive Commission arising from all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
Commission Payment. We or the Affiliate Tool will determine the currency in which we pay the Commission, as well as the applicable conversion rate. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.
Training and Support
We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
Trademarks
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks, and logos ("Affiliate Marks") in connection with the Affiliate Program and this Agreement.
During the term of this Agreement, if we make our trademark available to you through the Affiliate Dashboard, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our style guide and Trademark Usage Guidelines (which will be provided to you at a later date); and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark misleadingly or disparagingly; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or memberships; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
Proprietary Rights
American Society of Media Photographers’ Proprietary Rights. No license to any software is granted by this Agreement. The American Society of Media Photographers Memberships are protected by intellectual property laws. The American Society of Media Photographers Memberships belong to and are the property of us or our licensors (if any). We retain all ownership rights in the American Society of Media Photographers Memberships. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the American Society of Media Photographers Content, or the American Society of Media Photographers Memberships in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use American Society of Media Photographers Content, you must comply with any/all Content Usage Guidelines that are provided to you.
We encourage all customers, affiliates, and partners to comment on American Society of Media Photographers Memberships. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the American Society of Media Photographers Memberships, without payment to you.
Confidentiality
As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) American Society of Media Photographers customer and prospect information, whether otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors, and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena, or legal process.
Term and Termination
Term. This Agreement will apply for as long as you participate in the Affiliate Program until terminated.
Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iv) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided, however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission before the date of termination. Except as expressly outlined in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral.
Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision American Society of Media Photographers with Affiliate Leads for our use in sales and marketing efforts or as otherwise outlined in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate, Marks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a American Society of Media Photographers Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with American Society of Media Photographers’ own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase American Society of Media Photographers memberships for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.
Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your non-compliance with or breach of this Agreement, (d) your use of the Affiliate Dashboard, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimers; Limitations of Liability
Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE AMERICAN SOCIETY OF MEDIA PHOTOGRAPHERS MEMBERSHIPS, AMERICAN SOCIETY OF MEDIA PHOTOGRAPHERS CONTENT, THE AFFILIATE PROGRAM, OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE DASHBOARD MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE AMERICAN SOCIETY OF MEDIA PHOTOGRAPHERS MEMBERSHIPS AND AFFILIATE DASHBOARD ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND CONCERNING THE AMERICAN SOCIETY OF MEDIA PHOTOGRAPHERS MEMBERSHIPS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability. IF NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Affiliate Dashboard. WE DISCLAIM ALL LIABILITY CONCERNING THE AFFILIATE DASHBOARD THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT DO SO, AT OUR DISCRETION.
Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE PROGRAM HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, AMERICAN SOCIETY OF MEDIA PHOTOGRAPHERS SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
General
Amendment; No Waiver. We may update and change any part or all this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Dashboard and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. You can find the Agreement within the Affiliate portal. If you don't agree to the update, change, or replacement, you can choose to terminate as we describe above.
Applicable Law. This Agreement shall be governed by the laws of the State of Texas, without regard to the conflict of laws provisions thereof. In the event, either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue, and jurisdiction of such action shall be in the state and federal courts in Dallas County, Dallas, Texas, USA.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or another event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Compliance with Applicable Laws. You shall comply and ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the American Society of Media Photographers Memberships.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of the American Society of Media Photographers Memberships or dependent on any oral or written public comments made by us regarding future functionality or features of the American Society of Media Photographers Memberships.
Assignment. You will not assign or transfer this Agreement, including any assignment or transfer because of a merger, reorganization, sale of all or substantially all its assets, change of control, or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all our assets, change of control, or operation of law.
No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or because of this Agreement.
Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference
No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses concerning us, the American Society of Media Photographers Memberships, products, our trademarks, or any other property or right of ours.
Sales by American Society of Media Photographers. This Agreement shall in no way limit our right to sell the American Society of Media Photographers Memberships, directly or indirectly, to any current or prospective customers.
Morals Clause
Neither the Affiliate, the Affiliate’s Representatives nor the Affiliate’s key personnel shall commit any act or do anything which might reasonably be considered: (i) to be immoral, deceptive, scandalous or obscene; or (ii) to injure, tarnish, damage or otherwise negatively affect the community and/or the reputation and goodwill associated with the Company. If the Affiliate, the Affiliate’s Representatives, or the Affiliate’s key personnel is accused of any act involving moral or ethical issues, dishonestly, theft, or misappropriation, under any law, or any act which casts an unfavorable light upon its association with the community and/or the Company or the Affiliate is accused of performing or committing any act which could adversely impact the Company’s events, programs, services, or reputation, the Company shall have the right to terminate this contract immediately specifying the reason. The determination of whether and to what extent the offense is cured shall be made by the Company at its sole discretion.
