Terms and Conditions of the Drowsy Affiliate Program!
PLEASE READ THIS ENTIRE DOCUMENT BEFORE AGREEING TO BECOME OR TO CONTINUE AS A DROWSY AFFILIATE.
When we say “Company,” “Drowsy,” “we,” “our,” or “us” in this document, we are referring to Drowsy Sleep Co Ltd and Drowsy LLC.
When we say “Products,” we mean any product created by Drowsy.
When we say “affiliate”, “you” or “your,” we are referring to the individual who wishes to be a Drowsy affiliate, and his or her employees, agents and business affiliates (as applicable).
We sometimes refer to affiliate and Company individually as a “Party” or collectively as the “Parties.”
By accepting these affiliate terms and conditions (the “terms”), you expressly agree to be bound by, and strictly adhere to, all of the terms. These terms will govern your relationship with drowsy and your participation in the drowsy affiliate program (the “program”). If you do not agree to or do not understand any of the terms, please do not accept the terms. if at any time you no longer wish to be bound by these terms, you must immediately provide written notice to drowsy and cease acting as an affiliate.
By accepting these Terms and participating in the Program, the affiliate agrees as follows:
To become an affiliate of the Company, you must:
- Be 18 years of age or older;
- Have read, understand, and agreed to the Terms;
- Be, and remain, in good standing with all relevant government and legal bodies.
Drowsy reserves the unconditional right to deny or terminate an affiliate. It is understood and agreed that by becoming an affiliate, Drowsy is under no obligation to provide you with any free product.
In exchange for certain compensation, you agree to use your best efforts to market and promote the Products and Drowsy brand, subject to these Terms. The expected services as part of marketing and promoting the Products and Drowsy brand is as follows:
- Create and post original photo, video and/or written content promoting Drowsy, Products and/or any related campaigns or services.
- Share and promote your Promo Code to encourage your followers to purchase Drowsy Products.
- Promptly respond to communications from any of your followers related to Drowsy or Products.
- Use the hashtags #getdrowsy and #drowsysleepco when posting the original content on any channel.
In consideration of the Services you provide and the rights you grant to Drowsy with respect to the Content, as further provided herein, you will be entitled to the following:
A commission on all net sales by third parties generated using your unique promo link or promo code (the “Promo Code”). Commissions will be paid out on the last day of the month, accounting for the previous month’s sales. For example, the commission from a sale made in June, will be paid to the affiliate 31st July.
Commissions will not be paid based on any sales or amounts for any returned Product or any orders that Drowsy, in its sole discretion, determines to be attributed to spam, credit card fraud, unauthorized use of your Promo Code, unauthorized use of Drowsy trademarks, copyrights, logos or other intellectual property, or use of any unauthorized claims. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount Drowsy owes to you and any subsequent payout of your commissions. Commissions are counted and final numbers are deemed final at the sole discretion and decision of Drowsy. Drowsy also reserves the right to change the frequency and dates of your commission payouts.
You should clearly advise your followers/customers to use your Promo Code to purchase Drowsy Products in order for you to receive commissions. Drowsy is not responsible for and will not be held liable for any technical difficulties, outside events, actions by other affiliates, or other uncontrollable events that may disrupt or interfere with Drowsy’s ability to track sales or pay commissions.
You are solely responsible for any and all tax obligations, if any, due to any taxing authorities arising from or in connection with commissions paid to you by Drowsy in connection with the Program. Drowsy reserves the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated commissions for orders or referrals that were obtained fraudulently or through misrepresentation.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AFFILIATE
By accepting these Terms, you represent and warrant that:
- You will at all times market, promote, and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third-party websites, platforms or applications, including by making disclosures in accordance with the FTC's requirements for social media influencers, as further provided herein, in rendering the Services;
- You will at all times market, promote, endorse and sell the Product using only approved claims as provided by Drowsy on the Drowsy website, www.drowsysleepco.com, or us.drowsysleepco.com.
- You will represent Drowsy Products in a positive, truthful and sincere manner and not engage in any activity or action that may damage or be harmful to the reputation, goodwill or interests of Drowsy.
RESTRICTIONS / PROHIBITIONS
By accepting these Terms, you agree and understand that if any Content posted by or associated with you is deemed offensive, inappropriate or used incorrectly, Drowsy has the right, at its sole discretion, to suspend or terminate your account and/or participation in the Program. Each of the following is considered a breach of the Terms:
- Make any representations or warranties on behalf of Drowsy, other than the ones contained in Drowsy’s published marketing and promotional information.
- Make unsubstantiated claims about Products, including but not limited to claims that the Products are intended to diagnose, treat, cure or prevent any disease;
- Use any promotional coupon or code that is not provided to you by Drowsy for the Program, or run any ad with any of Drowsy’s URLs offering brand affiliate commissions;
- Sell or re-sell any of the Drowsy Products, or offer a cash incentive or discount on Drowsy Products as a means of promotion other than Promo Codes provided to you as part of the Program;
- Place or use your promotional codes or affiliate link on a third party website.
- Take any action (or fail to take an action), that is deemed to be unsuitable to Drowsy, in Drowsy’s sole discretion.
DISCLOSURE OF MATERIAL CONNECTION
As otherwise provided herein, you must include a disclaimer with all Content that you share publicly stating your “material connection” (as defined by the FTC) to Drowsy and the fact that you have been compensated or otherwise incentivized to post the Content. For example, you must disclose the fact that Content is “sponsored by Drowsy” (such as by prominently displaying “#sponsored”) or an “advertisement” (such as by prominently displaying “#ad”) or that you are paid commissions (such as by prominently displaying “#paid”). Such disclosure must be made in close proximity to any statements that you make about Drowsy or Drowsy’s Products and must comply with any instructions or directions provided by Drowsy and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the FTC’s Disclosure Requirements for Social Medial Influencers.
INTELLECTUAL PROPERTY RIGHTS
Affiliate’s Content and Attributes. For the Services which you are providing under these Terms, and without limiting Drowsy’s ownership of the Drowsy Intellectual Property (as defined below) as provided herein, you hereby grant Drowsy the irrevocable, sublicensable, worldwide right and permission to use any Content, in any manner, in whole or in part, and for any purpose in any and all media (now existing or hereinafter developed), including without limitation, on Drowsy’s owned or controlled websites and platforms, third-party websites (including retailer websites and/or third-party marketplaces), social media, television, billboards, any advertising materials, publications, marketing materials, point-of-sale displays, and/or presentations, and in any and all other media, in perpetuity. You acknowledge and agree that your Content, including any statements, comments, posts and/or feedback that you provide in connection with the Services or the Program, may be paraphrased, amplified, shortened, put into conversational form, and/or edited to correct grammatical and/or spelling errors.
By accepting these Terms, you acknowledge that participation in the Program means Drowsy has the irrevocable right to use your Content and include your name, likeness, image, photograph, voice, videos, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and/or handle and any other indicia or other attributes in any manner that Drowsy determines supports the purposes of the Program, in Drowsy’s sole discretion, including but not limited to use in any media that accepts advertising or promotional content or communications. Further, you acknowledge and agree that the rights granted by you to Drowsy with respect to your Content are granted without compensation to you other than what is provided in the Terms.
Confidential Information includes non-public information shared with you via email or other communications from Drowsy related to the Program. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party.
TERM AND TERMINATION
The term of these Terms shall begin upon your acceptance of these Terms and will end when terminated by either Party in writing (the “Term”). Your participation in the Program and these Terms may be terminated by Drowsy immediately at any time, with or without cause, upon Drowsy’s written notice to you; and by you upon thirty (30) days written notice by you to Drowsy. Upon the termination of these Terms, all limited licenses granted to you hereunder shall cease and you shall cease to hold yourself out as an affiliate of Drowsy.
In providing the Services to Drowsy, you acknowledge and agree that your relationship with Drowsy is that of an independent contractor and it is expressly understood and agreed that nothing in these Terms is intended to create, and does not create, any employee, partnership, agency, joint venture or similar relationship between yourself and Drowsy. You are solely responsible for all of your own income, social security, unemployment, sales, disability and any other applicable taxes arising out of your performance of the Services under these Terms, as required by applicable laws and regulations. You understand and agree that Drowsy will not withhold or make payments or contributions on your behalf. You agree to indemnify and defend Drowsy against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing the Services under these Terms.
INDEMNITY; LIMITATION OF LIABILITY
Indemnity. You agree to at all times defend, indemnify and hold harmless Drowsy (including, without limitation, its parent entities, all related and affiliated entities and their respective directors, officers, shareholders, employees, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of any law, regulation, rule, administrative guideline, policy, code, order and ordinance committed by you or your agents; (ii) your negligence or willful misconduct and/or (iii) your participation in the Program, and/ or your breach of any obligation, representation or warranty set forth in the Terms. Your obligation to indemnify and defend Drowsy as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by Drowsy in connection with any such claim.
Limitation of Liability. To the fullest extent permitted by applicable law, in no event shall drowsy or its representatives or affiliates be liable to you or any third party claiming through you for consequential, indirect, incidental, special, exemplary or punitive damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business) arising out of, or relating to, and/or in connection with any breach of these terms regardless of (i) whether such damages were foreseeable, (ii) whether or not an affiliate was advised of the possibility of such damages and (iii) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. further, notwithstanding anything to the contrary contained in the terms, in no event shall Drowsy’s cumulative liability to you arising out of or related to the terms, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed 50% of the commissions paid to affiliate pursuant to the terms in the 1-year period preceding the event giving rise to the claim.
Disclaimer. Drowsy makes no express or implied representations or warranties regarding drowsy’s website(s) or any other websites maintained and operated by drowsy or the products or services provided thereon or otherwise offered by drowsy, and any implied warranties of merchantability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, drowsy makes no representation that the operation of any drowsy website will be uninterrupted or error free, and drowsy is not liable for the consequences of any interruptions or errors.