Effective Date: 20 April 2020
This Affiliate Agreement (hereinafter called the “Agreement“) is made between SLEEK TECH (PTE. LTD.), a company registered in Singapore (UEN 201708433H) hereinafter referred to as “Sleek” “us” we” or “ours”, and the affiliate, hereinafter referred to as the “Affiliate”, “you”, ”your” or “yours” .
(each a “Party” and collectively, the “Parties”).
This Agreement is a legally binding document between you and Sleek. It describes the affiliate relationship we are entering into and explains your responsibilities as an Affiliate and our responsibilities to you. The terms and conditions of this agreement are important to our working relationship. Please ensure you read and understand the entirety of this Agreement. You should seek legal advice if there is anything that you do not understand.
The Parties agree as follows:
1) In order to join our Affiliate Program, you will need to submit an application (“Affiliate Application”) available via a link on Sleek’s Website. Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We may also ask for additional information to complete your Affiliate Application or require you to undertake additional steps to ensure eligibility in the Affiliate Program. If your Affiliate Application is accepted, the terms and conditions in this Agreement apply to your participation.
2) By submitting an application to our Affiliate Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, do not submit an application to our Affiliate Program. This Agreement specifically incorporates by reference any Terms and Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may publish on our website.
3) This Agreement does not create an exclusive relationship between you and us. No restrictions are placed on us to work with any individual or company. You are free to work with similar affiliate program providers in any category.
4) After your acceptance in the Affiliate Program, you must ensure your account is properly set up, including the provision of specific payout information as may be required by the Sleek from time to time to process payment of qualifying commissions.
5) Electronic communication is permitted under this Agreement including but not be limited to e-mail, SMS or WatsApp. You agree that Sleek may provide notices to you using the email address provided by you in the Affiliate Application. You must keep Sleek informed of your updated contact details requested by Sleek.
6) All communication made or notices given pursuant to this Agreement shall be in the English language.
7) We will provide you with a specific coupon codes which correspond to certain products we are offering for sale (collectively, the “Coupon Code”). The Coupon Code will be linked to your identity and will send online users to the Sleek’s website or websites.
8) Each time a new customer completes the sale of the product or service using the Coupon Code and we determine it is a Qualified Purchase you will be eligible to receive the percentage of the sale specified as “Commission Rate” in ‘Appendix A’ to this Agreement.
9) Commissions will be based on any new and subsequently recurring approved purchases (hereinafter, “Qualified Purchases”) made by a customer referred to Sleek by the Affiliate.
10) In order to be eligible for payout, customer purchases shall be Qualified Purchases and must not:
A: be referred by any other partner or affiliate links of the Sleek (in other words, Qualified Purchases are only available through your specific Customer Codes);
B: be purchased by an Affiliate, an already existing partner or other Affiliate of Sleek;
C: be purchased prior to the Affiliate joining the Affiliate Program;
D: be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
E: be fraudulent in any way, in Sleek’s sole and exclusive discretion;
F: have been induced by the Affiliate offering the customer any coupons or discounts other than those coupons or discounts as may be provided, from time to time, specifically by Sleek for promotional use by Affiliate; and
G: have not resulted in a refund or chargeback when payout is made to the Affiliate.
A purchase will be considered a Qualifying Purchase if a purchase is made by an existing customer who uses the code to receive a discount on their next purchase. However, that customer cannot and shall not receive any commission on the sales generated by any companies in which they act as a shareholder, director or administrator.
12) In the event that multiple cookies from multiple active affiliates are present at the time of a purchase, the original or older cookie shall prevail in determining the commissionable Affiliate.
VALIDITY OF PAYOUTS
13) The viability of all payouts made under the terms of this Agreement will be made in our sole and exclusive discretion. We reserve the right to reject sales that do not comply with the terms of this Agreement.
14) Processing customer orders will be our responsibility. We will also provide timely data regarding your affiliate account with us through the portal on which you log into the website.
15) Affiliate will be eligible to receive payouts once Sleek has received all requested information from the Affiliate and Sleek provides activation notice to the Affiliate.
16) Sleek shall not withhold any taxes from the payouts made to the Affiliate under the terms of this Agreement. Sleek shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Sleek as set forth in this Agreement.
17) Sleek will make payouts to Affiliate using the method and process identified in Appendix A. All pending and future payouts may be adjusted or offset by previous commissions that have been paid to the Affiliate for purchases that have since resulted in a refund to any customer referred by the Affiliate.
18) We reserve the right to change the payout process and procedure at our sole and exclusive discretion. If we do so, you will be notified.
19) In the event of any disputed payout you shall notify Sleek within thirty days of receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
TERM AND TERMINATION
20) The term of this Agreement will begin when the Affiliate is accepted by Sleek into the Affiliate Program. It can be terminated by either Party at any time with or without cause.
21) You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will receive eligible payouts earned prior to the date of termination. Any earnings that are ineligible for payout prior to the date of termination will be forfeited.
22) If you fail to follow the terms of this Agreement or any other legal terms that are posted anywhere on our website or websites, you forfeit all rights, including the right to any unpaid earnings.
23) We reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of Sleek or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
24) Upon termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
25) You agree that the intellectual property owned by Sleek includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to Sleek (“Sleek IP”).
26) Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Affiliate Program and use of Sleek IP solely and exclusively in conjunction with identifying our Sleek and brand on the Affiliate Site to refer customers using the Affiliate Customer Code we provide. You may not modify Sleek IP in any way. You are only permitted to use Sleek IP if you are an Affiliate in good standing with us.
27) We may revoke this license at any time and if we find that you are using Sleek IP in any manner that would infringe the spirit of this Agreement, and we reserve the right to terminate this Agreement.
28) Other than as provided herein, you are not permitted to use any of the Sleek IP or any confusingly similar variation of Sleek IP without our express prior written permission. This includes a restriction on using Sleek IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
29) Please be advised that any unauthorized use of Sleek IP by you shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue legal action against you.
30) You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks, if applicable, and other business intellectual property to advertise our Affiliate Program.
31) Sleek may, from time to time, update or amend this Agreement. You agree that the Sleek has the right to update or amend this Agreement or revise anything contained herein. You further agree that all updates, amendments and revisions to this Agreement will operate in full force and effect immediately upon posting on the Website and that any such variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest amendment or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you do not agree to the updates, amendments or revisions, you can choose to terminate this Agreement.
32) Nothing set out within this Agreement shall be construed as forming any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of Sleek and will remain so at all times.
33) You shall not use the Affiliate Program for any unlawful purpose. You also agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business and reputation of Sleek. Determination of any forbidden act or action by the Affiliate will be at the sole discretion of the Sleek.
34) You agree not to violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
35) Sleek does not accept responsibility for the security of your account or content. You agree that your participation in the Affiliate Program is at your own risk.
INTERUPTION TO SERVICE
36) Sleek may need to interrupt your access to the Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that Sleek shall have no liability for any damage or loss caused as a result of such downtime.
37) In the event that any information is disclosed to the Affiliate that Sleek deems to be confidential and proprietary, the Affiliate agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Affiliate’s own purposes. Confidential information will include, without limitation, any and all information related to Sleek including business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which Sleek considers to be confidential and proprietary.
38) You agree to defend and indemnify Sleek (and any of its agents) and hold us harmless against any and all legal claims and demands, including reasonable legal fees, which may arise from or relate to your use or misuse of the Affiliate Program, your breach of this Agreement, or your conduct or actions.
39) The Affiliate Program shall be undertaken at your sole and exclusive risk. Any services provided by Sleek are on an “As Is” basis. Sleek hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. Sleek makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. Sleek also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you from your use of the Affiliate Program is your sole responsibility and that Sleek is not liable for any such damage or loss.
LIMITATION OF LIABILITY
40) Sleek is not liable for any damages that may occur to you as a result of your participation in Affiliate Program, to the fullest extent permitted by law. The maximum liability of the Sleek arising from or relating to this Agreement is limited one hundred thousand ($100,000) Singapore Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
41) Sleek is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, epidemics, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
42) Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
43) This Agreement constitutes the entire understanding between the Parties with respect to the Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
44) This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Sleek, the rights and liabilities of the Sleek will bind and inure to any assignees, administrators, successors, and executors.
45) If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such an event, the remainder of this Agreement shall continue in full force.
46) In the event that Sleek fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. The Parties agree that waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
JURISDICTION AND CHOICE OF LAW
47) This Agreement shall be construed in accordance with and exclusively governed by the laws of Singapore. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore, with respect to any dispute, suit or proceeding arising out of or concerning this Agreement or the rights or obligations of the Parties hereunder.
Individual Affiliate Terms
Commissions Rate: 10%
Affiliate is required to provide Sleek with a valid Stripe payment account that will be used to process all payouts to the Affiliate (the “Payment Information”) unless and until you are advised otherwise by Sleek.
A processing fee of up to 3.4% will be charged to process payments.
If the Affiliate does not hold an account in Singapore, the Affiliate will be responsible for any transfer fees or foreign exchange fees that may be incurred.
Affiliate must notify Sleek of any changes to the above Payment Information immediately and Sleek will endeavor to make the appropriate changes to the Affiliate’s payout information as soon as possible.
Affiliate earnings will be eligible for payout on a quarterly basis after the end of the month in which they accrue. For example, all earnings accrued during the first quarter will be eligible for payment in April.
All Eligible Payouts will be processed for payment by Sleek by the end of the month in which payment is due.