This agreement (“Agreement”) specifies the terms that apply to you becoming an affiliate of SpreadKnowledge, LLC’s affiliate program (“Affiliate Program”). The purpose of this Agreement is to allow HTML linking between your website and the SpreadKnowledge.com website. In this agreement, references to “we”, “us”, “our” and “SpreadKnowledge” refer to SpreadKnowledge, LLC, and references to “you”, “your” and “yours” refer to the individual or business entity who is the applicant for the Affiliate Program application.
The Agreement is a legal document between you and SpreadKnowledge and describes the affiliate relationship that you are entering into with us. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please ensure you read and understand the entirety of this Agreement and, if you desire, with the assistance of a lawyer, because your understanding of the terms of this Agreement are important to our working relationship.
PROGRAM SIGN-UP, ASSENT & ACCEPTANCE
By submitting an “Affiliate Application” to our Affiliate Program, you acknowledge that you have read and understand this Agreement and that you agree to be legally bound by it. If you do not agree to be bound by this Agreement, please do not submit an Affiliate Application. The Affiliate Application may be found at the following URL:
This Agreement specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other notices or legal documents which we may post on our website. If the Affiliate Application is being submitted by an individual on behalf of a business entity, both the individual and the business entity hereby represent that the individual is authorized to enter this Affiliate Agreement on behalf of the business entity and that the business entity is duly authorized to enter this Affiliate Agreement and to be legally bound by its terms.
Submitting an Affiliate Application does not guarantee your inclusion in the Affiliate Program. We evaluate each Affiliate Application and will accept or reject your Affiliate Application within our sole discretion. If we choose not to allow your inclusion in the Affiliate Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our website’s terms or policies.
If your Affiliate Application is rejected, you may not reapply. If your Affiliate Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility and acceptance in the Affiliate Program.
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.
After your acceptance in the Affiliate Program, you shall ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account which we may use to post payment).
Please be advised the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
We will provide you with a specific link or links, personalized to you as an Affiliate, for your promotion (collectively, “Link”). The Link will be keyed to your identity and will send online users to our website. You agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are approved in advance by us and to display the Link prominently on your website or social media page, as described in your Affiliate Application (collectively, the “Affiliate Site”).
No cookie stuffing: You agree not to use cookie “stuffing,” or other techniques which may incorporate a tracking code without specific knowledge of the online user.
All information which will be displayed on the Affiliate Site regarding us must be approved by us in writing prior to display.
SPECIFIC TERMS APPLICABLE
We will determine whether payout is permissible in our sole discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
As described above, in order to be eligible for payout, user clicks must be “Qualified Clicks.” Qualified Clicks are:
clicks arriving to our website or websites through properly formatted links on the Affiliate Site;
clicks arriving to our website or websites through the Affiliate’s specifically approved sites only (no other websites or social media pages);
clicks arriving to our website which relate to one specific user; and
not clicks sent by a bot or other automated web program
Payouts will only be available when we have your current address information as well as accounting and tax documentation. You will be asked to submit a W8/W9 tax form. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.
Currently, we employ the following methods of payout:
Bank wire transfer
For any changes in your address or accounting information, you shall notify us immediately and we will endeavor to make the changes to your payout information as soon as possible.
Payouts will be available thirty days after the end of the month in which accrue, provided that the payout amount is at least U.S. $250 (two hundred fifty U.S. dollars). If the payout amount is less than $250, then such payout amount shall roll forward to the following month and count toward the $250 minimum payout threshold for such month. For any disputes as to payout amount, you shall notify us within thirty days of your receipt of the payout, otherwise you be deemed to waive your right to dispute such amount. 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.
NO RE-PUBLICATION, RESALE OR DISTRIBUTION OF OUR CONTENT, PRODUCTS OR SERVICES
You agree not to copy or re-post or otherwise re-display or republish any content available from website and not to resell or otherwise distribute and products or services offered by us, in either case without our express prior written permission.
TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Affiliate Program. It can be terminated by either you or SpreadKnowledge at any time with or without cause.
You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement, you will only qualify to receive payouts earned prior to the date of termination.
If you fail to follow the terms of this Agreement, or if you are not duly authorized to enter into this Agreement, you forfeit all of your rights hereunder, including the right to any unclaimed payout.
Without limiting our right to terminate this Agreement without cause, we specifically 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 us or a third party, failing to comply with applicable laws or other legal obligations, or publishing, distributing or otherwise making available unlawful material.
Upon termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
Effective during the time that you are participating in the Affiliate Program, we hereby grant you a non-exclusive, non-transferrable, revocable license to access our website in conjunction with the Affiliate Program solely and exclusively in conjunction with identifying SpreadKnowledge and our website on the Affiliate Site to send prospective customers to the Links we provide. We may immediately revoke this license at any time.
Except as expressly provided in the preceding paragraph, you shall not use any trademark, service mark, copyright, logo or other intellectual property right of SpreadKnowledge without our express prior written consent. You will not use or seek to register any trademark, service mark, trade dress, trade name or domain name that is the same as, or confusingly similar to, any trademark, service mark, trade dress, trade name, domain name or website name of SpreadKnowledge, nor shall you use any keywords or advertising, metatags or code in any way that is likely to cause consumer confusion.
You hereby grant us a non-exclusive right to use your name, trademarks and servicemarks if applicable to promote our Affiliate Program and identify you as a member.
MODIFICATION & VARIATION
We may, from time to time and at any time, modify this Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification 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 don’t agree to the update or replacement, you can choose to terminate this Agreement as described below:
To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.
RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of SpreadKnowledge and will remain so throughout the duration of this Agreement.
You agree not to use the Affiliate Program or our website for any unlawful purpose or any purpose prohibited under this Agreement. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business of SpreadKnowledge.You further agree not to use the Affiliate Program to:
harass, abuse, or threaten others or otherwise violate any person’s legal rights;
violate any intellectual property rights of we or any third party;
upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
perpetrate any fraud;
engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
Publish, distribute or otherwise make available any obscene, pornographic or defamatory material;
publish or distribute any material that incites violence, hate, or discrimination towards any individual or group;
unlawfully gather information about others.
CERTAIN PROHIBITED ACTIVITIES RELATED TO YOUR WEBSITE
You agree not to engage in any of the following prohibited activities, and your engagement in any such activity is a material breach of this Agreement:
Violation of Third Party Rights: You shall not harass, abuse, or threaten others or otherwise violate any person’s legal rights.
Display URL: You shall not use the SpreadKnowledge domain www.spreadknowledge.com as the display URL in any SpreadKnowledge Ad.
Impersonating SpreadKnowledge: You shall not run ads impersonating SpreadKnowledge, or implying the ad is served by SpreadKnowledge. Ads should clearly be represented as links to an affiliate offer.
SpreadKnowledge Protected Keywords: You are prohibited from bidding on keywords containing SpreadKnowledge trademarked terms or confusingly similar terms, whether standing alone or as part of a longer keyword. You shall add all of the following terms as broad match negative keywords: spreadknowledge, spreadknowledge.com.
Out-positioning: You shall not knowingly serve ads that appear in a higher position than the SpreadKnowledge-managed ads. If ads placed by you outrank SpreadKnowledge-managed ads, you shall lower the bid immediately upon SpreadKnowledge’s request.
Misleading Advertising: You shall not use any misleading or deceptive claims in advertising copy. You are solely responsible for following all federal, state and local laws, regulations and rules regarding advertising claims.
Spyware: You shall not use spyware, bots or other technologies to (1) redirect automatically a consumer’s browser to a site owned or operated by you without the consumer’s knowledge or (2) fraudulently make it appear as though links to SpreadKnowledge site are coming from sites owned or operated by you when in fact they are coming from other sites not owned or operated by you.
You shall not use sites owned or operated by you for phishing schemes designed to fraudulently collect personal information from consumers. In addition, you shall not knowingly or negligently allow sites owned or operated by you to be used by others for such phishing schemes.
Public Relations & Press Releases: You agree not to mention SpreadKnowledge in press releases or promotional written materials without our prior written consent.
Social Media/Social Network Sites: You acknowledge that you are NOT a representative of SpreadKnowledge by virtue of your participation in our Affiliate Program. You shall not falsely or deceptively introduce yourself as a SpreadKnowledge representative including by using the SpreadKnowledge trademark or misspellings of the name or other confusingly similar terms on any social media or social networking tools or sites as a means to publicize SpreadKnowledge. You shall not create or participate in groups or specific web pages in social communities to publicize SpreadKnowledge.
AFFILIATE OBLIGATIONS & FTC COMPLIANCE
You are responsible for ensuring operation and maintenance of the Affiliate Site, including technical operations, written claims, links, and accuracy of materials. You shall ensure that the Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights, obligations or prohibitions.
We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we may immediately terminate your participation in the Affiliate Program without advance notice to you.
We require all of our Affiliates to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that affiliate relationships, such as the relationship between you and SpreadKnowledge, be disclosed to consumers.You should consider seeking independent legal counsel to advise you of your obligations to disclose in this manner.
You are required to post a conspicuous notice on your website regarding the Affiliate Program. The notice does not have to contain the precise words as the following example given below in quotes, but should be similar in substance:
“We engage in affiliate marketing whereby we receive funds through clicks to our affiliate program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.”
We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States, including any state laws, and the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or the laws, rules or regulations of any governmental body or requests which you may receive from data subjects.
If we find you are not in compliance with any of the requirements of this subpart, we may terminate our relationship with you immediately without advance notice to you.
REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services, or
violate the security of any of our websites or services through any authorized or unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
Agree not to scraper or engage in any type of machine related activity that could be deemed web scraping for the purposes of extracting data from our websites.
We do 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.
You agree to defend, indemnify and hold harmless us and our officers, directors, members, employees, agents and contractors from and against any and all legal claims and demands, and to pay all judgments, settlements, fines, costs and expenses, including reasonable attorneys’ 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, whether or not intentional or negligent. You agree that we shall be able to select its own legal counsel and may participate in our own defense, at our discretion.
You are strictly prohibited from using the Affiliate Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
SUPERSEDES PREVIOUS AGREEMENTS
This Agreement constitutes the entire understanding between you and SpreadKnowledge with respect to the Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
We may interrupt your access to the Affiliate Program at any time and for any reason, including but not limited to, enable us 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 we shall have no liability for any damage or loss caused as a result of such downtime.
You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an “as is” basis. We hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to any implied warranty of merchantability, fitness for a particular purpose and non-infringement. We makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. We also makes no warranties as to the reliability or accuracy of any information on our website. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Affiliate Program is your sole responsibility and that we is not liable for any such damage or loss.
LIMITATION ON LIABILITY
We are not liable for any damages that may occur to you as a result of your participation in the Affiliate Program, to the fullest extent permitted by law. The maximum liability of us arising from or relating to this Agreement is limited to one hundred ($100) US Dollars, except for our obligation to make payouts to you as part of the Affiliate Program, which obligation shall be capped at the amount actually owed by us to you. This section applies to any and all claims by you. Under no circumstances will SpreadKnowledge be liable to you for any loss of profits or revenues, consequential, incidental, special or punitive damages under any theory of liability, including but not limited to breach of contract, or negligence, strict liability, fraud, or any tort of any kind.
Choice of Law. This Agreement will be governed by the laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania’s choice of law rules.
Court Litigation. In case any litigation specifically permitted under this Agreement is initiated, the you and SpreadKnowledge each agree to submit to the personal jurisdiction of the state and federal courts of the following county: Montgomery County, Pennsylvania. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
Arbitration. In case of a dispute between you and SpreadKnowledge arising out of or in connection with this Agreement that we cannot otherwise resolve amicably, you and SpreadKnowledge shall submit the dispute to binding arbitration. The arbitration shall be conducted in Montgomery County, Pennsylvania. The arbitration shall be conducted by a single arbitrator under the rules of the American Arbitration Association, and such arbitrator shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the laws of Pennsylvania. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by we will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims. An arbitration award may be enforced in any court having jurisdiction.
Equitable Relief. Notwithstanding anything in this Agreement to the contrary, we may seek equitable relief against you, such as an injunction or specific performance, in any court having jurisdiction.
Assignment. This Agreement, and the rights granted hereunder to you, may not be assigned, sold, leased or otherwise transferred or delegated by you. We may assign or delegate or rights or obligations under this Agreement, in whole or in part, within our sole discretion.
Severability. If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
No Waiver. In the event that we fail 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. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
Headings. Headings of parts and subparts of this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
Force Majeure. We will not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, epidemics, pandemics and other causes beyond our reasonable control.
Electronic Communications. You and SpreadKnowledge may give notice to each other under this Agreement via email. SpreadKnowledge’ email address is email@example.com. We may each update our respective email addresses and will promptly provide notice to the other of such updated email address.