Joovv Affiliate Terms and Conditions

 These JOOVV Affiliate Marketing Program Terms (these “Terms”) set forth the legally binding terms and conditions between JOOVV, Inc. (“we”, “us” and “our”) and you and govern your participation in our affiliate marketing program (“Program”). 

BY CLICKING “I ACCEPT” OR SUBMITTING AN APPLICATION TO REGISTER FOR THE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND YOU REPRESENT AND WARRANT THAT YOU ARE ELIGIBLE TO PARTICIPATE IN THE PROGRAM AND THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS. You may not register for or participate in the Program if you are not at least 18 years old. You may only register for the Program in your capacity as an individual, and you may not register or participate in the Program on behalf of any organization, corporation, entity or in your capacity as an agent for any third party. If you do not agree with all of the provisions of these Terms, you should not create an affiliate account and you may not participate in the Program. 

Please be aware that Section 6 of these Terms contains your opt-in consent to receive communications from us, including via e-mail and text message.  

Application; Affiliate account

To apply to participate in the Program, you must meet certain requirements established by us and submit an application through the Program found here: https://joovv.com/pages/learn-about-affiliate-program. You acknowledge and agree that such requirements may change from time to time in our sole discretion. You authorize us, directly or through third parties, to make any inquiries necessary to verify your identity. You represent and warrant that all information provided to us by you or through your affiliate account and/or application is true and complete, and you agree to notify us promptly of any updates to any such information. We may accept or reject your application to join the Program for any reason or no reason in our sole discretion, including in the event that your social media accounts or website: (a) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (b) promote violence, hate, illegal activities or display sexually explicit materials; (c) are intended to harass or defame anyone; or (d) otherwise violate our intellectual property rights or those of others. You acknowledge and agree that we do not guarantee your participation in the Program. We have the right, in our sole discretion, to monitor your website or social media accounts at any time to determine if you are in compliance with these Terms. If we reject your application, you are welcome to reapply to the Program at any time for our reconsideration. If we accept your application, we will register you as a participant in the Program and notify you of your registration by contacting you at the contact information provided during the registration process. You may be required to provide further information to complete registration of your account to participate in the Program. When you register, you will be asked to accept our terms of use (available at https://joovv.com/pages/affiliate-terms-and-conditions) (“JOOVV Terms of Use” ).You are solely responsible for maintaining the confidentiality of your account and any information or content you submit or receive under your affiliate account, and you accept responsibility for all activities that occur under your affiliate account. In the event of a conflict between these Terms and the JOOVV Terms of Use, these Terms will govern only to the extent of your relationship with us as an affiliate hereunder. If you believe that your affiliate account is no longer secure, then you must immediately notify us at help@joovv.com. 

Referrals Links; Posting

1. Referral Links. If you have been accepted in the Program, we will provide you with a (i) unique affiliate hyperlink to enable the purchasing of Products (defined below) via our website (“Link”) and/or (ii) promotion code that customers inputs during the checkout process for Products (as defined below) (“Promo Code”). Link and/or Promo Code will enable customer of the Products to receive a $50 discount off such customer’s order. The Links are designed to permit tracking, reporting, and accrual of the Commission by a third party. During the Term (as defined below), you may include the Link or Promo Code solely as part of posts on your personal website and/or social media accounts (“Posts”), provided each such website or account was identified as part of your application for the Program or has later been approved by us in writing.  
2. Posts. During the Term, you will use reasonable efforts to make Posts on your website and/or social media accounts, promoting the Products. You will ensure that all of your Posts meet the following requirements: 
1. Your Posts must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (“Endorsement Guidelines”) and the guidance set forth in the other FTC publications which are linked in Exhibit A, including by making: (1) statements that reflect your honest beliefs, opinions, and experiences; and (2) clear and conspicuous disclosure about your connection to us in all of your Posts.  
2. You must clearly and conspicuously disclose your “material connection” with us, making it clear that you are a paid influencer. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products/services. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform. 
3. Although your Posts must be authentic and based on your own opinions, beliefs, and experiences, your Posts must also accurately describe our Products. Your Posts should only make factual statements about us and our Products which you know for certain are true and can be proven or verified. 
4. Your Posts will be original and created solely by you.
5. Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
6. Your Posts will not include any person, or personally identifiable information about anyone, other than you.
7. Your Posts will comply with all applicable laws, rules, and regulations.
3. Additional Restrictions. You agree that you will not: (i) engage in any conduct that violates the CAN-SPAM Act of 2003, as amended, or any privacy or data protection law of any jurisdiction, (ii) enable any sales that are not in good faith, such as using any device, public coupon site, program, robot, hidden frame or redirect, (iii) use any device or technology that replaces, intercepts, interferes with, disrupts or otherwise alters in any manner any user’s access, view or usage of, our website, (iv)  promote any products or services to children under the age of thirteen (13), or (v) create fake followers or engagement on social media platforms, such as by: (1) buying followers; (2) using bots to grow audience size by automating account creation, following, commenting, and liking; or (3) post fake sponsored content. You agree that you will comply with the posted policies, guidelines, and terms of use on any platform on which you post content on behalf of us or that contains a Link, understanding that any of these platforms’ disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements. You also agree to comply with our standards of conduct set out in Exhibit A and any other policies or additional guidelines provided by us, such as brand or Service-specific Affiliate Program requirements and our social media policies.  
4. Remedies for Non-Compliance. You agree that we have the right to address Posts you make that do not comply with these Terms and/or any actions you take that violate this Section 2 or Exhibit A by any taking any of the following actions alone or in combination: (a) requiring you to immediately fix or takedown the Post; (b) cancelling the efficacy of the Link; (c) withholding payment of Commissions; or (d) terminating these Terms immediately for material breach.  

Responsibility for Posts

You are solely responsible for the development and display of the Posts. You hereby agree to indemnify and hold harmless us and our corporate affiliates and our and their directors, officers, employees, agents, assigns and shareholders (collectively, the “Company Parties”) against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Damages”) that arise out of or are based on: (a) your Posts, (b) any claim that your use of any trademark, images, videos, audio, or other content, technology or materials infringes or violates any third party’s intellectual property right or any other right belonging to a third party, including any right of privacy or publicity, (c) any breach of a representation, warranty, covenant or agreement made by you in this Agreement, or (d) any claim related to your website or social media pages and profiles, including, without limitation, any content that resides on your website or profile but that was not provided by us.

Use of our Content, Name and Marks 

1. Our Name and Marks. You understand and agree that we are the sole and exclusive owner of the entire right, title and interest in and to our name, logo, and any other trademarks that we own “Marks”. You have no right to use the Marks except as specifically granted in this Agreement. You will only use the marks for the purposes authorized in this Agreement and will not modify the Marks in any manner. You will not make any use of any Mark except in the form authorized by us. You agree that you will not, and you will not encourage any third party to: (a) adopt or use any name, mark, logo, insignia or design that is, or is likely to be, confusingly similar to or could cause deception or mistake with respect to any of the Marks, (b) challenge the validity of any of the Marks or of our title to any of the Marks, (c) apply for registrations in the United States or in any foreign country of any mark or design which includes the Marks (or any variations of them), alone or in combination, (d) purchase or register domain names that include the Marks or any variations and misspellings of the Marks, (e) purchase or bid on search engine keywords, search terms, or other identifying terms (whether for use in a search engine, portal, sponsored advertising service or other search or referral service) that include the Marks, any components of the Marks, or any variations and misspellings of the Marks, or (f) use or display any of our Marks in any profile on any social media site. The goodwill resulting from your use of the Marks shall inure to our benefit. You may not use the Marks to disparage us, our products or services, or in a manner which, in our judgment, could diminish, dilute or otherwise damage the value of or our goodwill in the Marks or our products and services. 

Use of Your Name, Likeness and Information; Competitive Products

You hereby grant to us the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available) (collectively, “Likeness”) during your participation in the Program, in connection with the Program, the Posts, and our products/services, including to advertise and promote the same or any product/service that features or includes the Posts or a derivative work of a Post, in whole or in part, including but not limited displaying or publishing the Posts on our social media platforms, websites, digital, email or SMS message communications in online advertising (including within social media platforms – e.g., boosting/whitelisting/paid ads). Notwithstanding the foregoing, following the conclusion of your participation in the Program for any reason, you agree that we are not obligated to remove any posts or other content containing your Likeness that was previously posted or published, provided that we will not have the right to make any new posts or content incorporating or otherwise using your Likeness without your prior written consent. You waive the right to inspect or approve any use of your Likeness as contemplated in these Terms. During your participation in the Program, you agree that you will not grant any rights to your Likeness for the purposes of enabling a third party who provides or offers products or services that compete with our products and services, to promote or market such competitive products or services. In the event of a breach of the foregoing, we reserve the right to terminate your participation in the Program immediately upon notice to you.

Communications 

By registering for the Program, you agree to receive communications from us, including via e-mail and text messaging. You agree that text messages may be generated by automatic telephone dialing systems. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. If you wish to opt out of promotional emails, you can subscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of texts, you may unsubscribe by texting “END” in reply to a text from the mobile device receiving the messages. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of participating in the Program.

Compensation 

In consideration for the publishing of the Posts and for the rights granted herein, we will pay you a commission of 8% of all JOOVV red light therapy devices(“Products”) that was purchased through your Link during the Term (the “Commission”). Notwithstanding the foregoing, we will not be obligated to pay you a Commission with respect to any purchases by individual end user who we believe is engaging in fraudulent, deceptive, or unlawful behavior, or who otherwise is violating the Standards of Conduct or JOOVV Terms of Use. We are not responsible for any failure by you or any individual to use the Links. Because of the difficulty of verifying other purchases by customers you refer to us, we will not pay the Commission unless the purchase is made using your Link. You acknowledge that all purchases of the Products will be subject to the JOOVV Terms of Use and Privacy Policy, and will be subject to pricing and other terms, conditions and restrictions as may be set therein or elsewhere on the Products.

Payment Terms; Taxes 

Any Commission due hereunder will be payable to you in arrears. Commission will become payable after ninety (90) days from the date of purchase. Payment for all payable commissions will be completed within 5 business of the end of every month.  You authorize us to share such information with our payment processor as may be necessary to process such payments. You may be required to register with our third-party payment processor and/or other service provider (e.g., PayPal) to receive your Commission payments. All payments of Commission to you under these Terms shall be made without reduction for any and all taxes, duties or levies assessed by applicable governmental authorities, which shall be paid by you. If the amounts paid by a customer for Products that generated a Commission are refunded to the customer, we will deduct the corresponding Commission from your next Commission payment. If there is no subsequent Commission payment to you, we will send you a bill for the Commission. You are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to your participation in the Program and receipt of Commissions under this Agreement. You are solely responsible for, and must maintain adequate records of, expenses incurred in the course of participating in the Program. No part of your compensation will be subject to withholding by us for the payment of any social security, federal, state or any other employee payroll taxes. We will regularly report amounts paid to you by filing Form 1099-MISC with the Internal Revenue Service as required by law. If, notwithstanding the foregoing, you are reclassified as an employee of ours by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by us.              

Term 

These Terms shall be effective upon your acceptance in accordance with the preamble above and shall continue until terminated in accordance with these Terms (“Term”). Either party may terminate these Terms for any reason or no reason by providing at least five (5) days’ prior written notice. In addition, we may immediately terminate these Terms, and require you to remove all Posts and/or cease using the Links, if: (a) we suspect that you have breached Section 2 or Exhibit A; (b) you commit or are alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; (c) you commit any act or become involved in any situation or occurrence which brings you into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably on us, or reduces the commercial value of our association with you; or (d) information becomes public about your having, in the past, so conducted yourself as in (b) or (c). You acknowledges that we reserves the right to: (i) terminate these the Program at any time; and/or (ii) modify the terms for participation in the Program upon notice to you, as described in Section 13 below. Without limiting the foregoing, if your affiliate account that has been “abandoned”, it may be removed from the Program without notice. We have the right to deem your account abandoned if it has not been logged into for a period of at least six (6) months and/or following any six (6) month period during which no Commission has accrued to you. Upon any termination of these Terms, Sections 2(d), 3, 4, 5, 9 -13 will survive any termination of these Terms.

Confidentiality 

You acknowledge that by reason of your relationship to us hereunder you may have access to certain nonpublic information and materials concerning the Program and our customers, technology,  and Products that is confidential (“Confidential Information”). You will not use Confidential Information in any way for your own benefit or the benefit of any third party other than to fulfill your express obligations under these Terms. You will not disclose Confidential Information to any third party without our prior written consent. You will take every reasonable precaution to protect the confidentiality of the Confidential Information and will return or destroy all Confidential Information upon termination of these Terms. 

Disclaimer; Limitation of Liability.  

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRODUCTS AND ALL CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, AND OUR AFFILIATES, SUCCESSORS, ASSIGNS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, “COMPANY PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PRODUCTS AND ALL CONTENT AVAILABLE THROUGH THE WEBSITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY PARTIES DO NOT WARRANT THAT THE PRODUCTS OR ANY PORTION OF THE PRODUCTS, OR ANY CONTENT OR SERVICES OFFERED THROUGH OUR WEBSITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NOTWITHSTANDING THE FORGOING THE COMPANY PARTIES DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT THE COMPANY PARTIES ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOST PROFITS OR ANY OTHER SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER THE COMPANY PARTIES BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) THE COMPANY PARTIES’ TOTAL LIABILITY UNDER OR ARISING OUT OF THESE TERMS WILL BE LIMITED TO $100.  

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Relationship of Parties

You understand that you are an independent contractor of us, and these Terms do not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind us and will not make any agreements or representations on our behalf without our prior written consent. Without limiting the generality of Section 8, we are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under these Terms to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.

Miscellaneous

These Terms, together with any terms or policies referenced or incorporated herein, set forth the entire agreement between you and us with respect to the subject matter hereof. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order to continue to participate in the Program. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 13, these Terms may be amended only by a written agreement signed by authorized representatives of both of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. These Terms are personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under these Terms. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. We may freely assign or otherwise transfer all or any of our rights, or delegate or otherwise transfer all or any of our obligations or performance, under these Terms. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. These Terms are governed by and construed in accordance with the laws of California without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of these Terms or the Posts in the federal or state courts located in Los Angeles, California and consents to the exclusive jurisdiction and venue of such courts. If any provision of these Terms are illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.

EXHIBIT A
STANDARDS OF CONDUCT

With respect to Posts made on social media platforms about us and our Products, products and brands:

• You represent and warrant that you have reviewed, and you agree that you will comply with: 
• The FTC’s Endorsement Guidelines (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf). 
• The FTC’s Endorsement Guides: What People Are Asking (https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking). 
• FTC: The Do’s and Don’ts for Social Media Influencers (https://www.ftc.gov/news-events/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against).
• FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf). 
• FTC: Do you endorse things on social media? (https://www.ftc.gov/news-events/audio-video/video/advice-social-media-influencers).

You agree that you will not:

• post content that promotes discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation, or age;
• post content that promotes violence, hate, illegal activities or display sexually explicit materials;
• defame us or violate the intellectual property rights of us or others;
• make deceptive or misleading claims about our products/services or our competitors’ products or services;
• make any claims about our products/services or our competitors’ products/services that are not backed up by evidence;
• disparage us or our brands, products or services; or
• make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving our consumers or other individuals.

Updated: March 22, 2023