Terms and Conditions

Bookwitty Affiliate Program Terms of Use

This agreement was written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls.

Bookwitty’s Affiliate Program offers eligible affiliates, including blogs, third party websites, and Social Media influencers (collectively, “Affiliates”), the opportunity to earn commissions on qualifying sales that originate from links to the Bookwitty website located at http://bookwitty.com (the “Website”) on an Affiliate’s site or other digital property controlled by the Affiiate such as social media pages and accounts, emails, etc.

The Website is owned and operated by the Group Bookwitty (“Bookwitty”), which comprises the following entities: (i) Books Without Borders, Inc. a New York State corporation located in 145 Hook Creek Boulevard, Valley Stream, NY 11581, (ii) Bookwitty SARL, a limited liability company registered with the Commercial Registry of Paris and located at 92 Boulevard de Sebastopol, 75003 Paris, (iii) Borderless Books (UK), a company limited by shares incorporated in the United Kingdom and located at Levant UK Ltd, Lakeside Logistics Centre, Lakeside Route, Colnbrook, Berkshire, United Kingdom, and (iv) any other affiliate of Bookwitty, now in existence or to be established, which is owned, in part or in total, by Bookwitty .

By participating in the Affiliate Program, you agree to comply with and be bound by these Affiliate Program Terms of Use ( the “APTOU”) without any reservations, modifications, additions or deletions. If you are a resident of or have your principal place of business in the US or Canada or in any other country, these APTOU are an agreement between you and Books without Borders Inc. Otherwise, if you reside in France, these APTOU are an agreement between you and Bookwitty SARL and if you reside in the United Kingdom or in any other country of the European Union, these APTOU are an agreement between you and Borderless Books (UK).

Where the present APTOU refers to Bookwitty, it may refer to any of the entities mentioned here-above and / or their respective officers, directors, employees, agents or representatives, depending on the context. Any reference to “Bookwitty”, “we”, “our” or “us” in these APTOU shall also refer to Bookwitty or either one of the entities of Bookwitty, as appropriate.

An Affiliate or prospective Affiliate may be referred to in these APTOU as “you”.

Bookwitty reserves the right, at any time and without prior notice, to modify or replace any of the APTOU. If any modification to the APTOU is unacceptable to you, your only choice is to terminate your Affiliate account. Any changes to the APTOU can be found at this URL. It is your responsibility to check the APTOU periodically for changes. Your continuing participation in the Affiliate Program following the posting of any changes to the APTOU constitutes acceptance of those changes.

The APTOU should be read in conjunction with the Bookwitty Website Terms of Use and the Privacy Policy, as all these documents govern your participation in the Affiliate Program.

1 - ENROLLMENT

Prospective affiliates must apply and be approved by Bookwitty in order to gain access to the Affiliate Program, as more fully described in this section.

a. Conditions and Procedure

To apply, you must create an account on the Website and then get in touch with us on affiliate@bookwitty.com in order to activate your Affiliate account.

b. Approval

Affiliates are approved by the Affiliate Program administrators based on criteria such as site quality, site content, brand identity, and alignment with Bookwitty’s values.

Participation in the Affiliate Program may be limited to Affiliates located in certain countries and is void where prohibited by law. Bookwitty reserves the right to approve or reject any application to join the Affiliate Program for any reason, including without limitation whether the Affiliate’s website is prohibited as per the next subsection.

c. Restrictions

The following types of websites are prohibited from participating in the Affiliate Program:

(i) “Cash-back” or voucher sites (websites that offer rewards for buying goods through referral links);

(ii) Advertising networks (online networks that sell or place advertisements);

(iii) Sites using “pop-ups” or “pop-unders” (websites that launch “pop-up” or hidden windows on users’ browsers);

(iv) Sites with content related to pornographic, racist, illegal or other sensitive matters. The definition of pornographic, racist or illegal content is entirely at the discretion of Bookwitty;

(v) Any other website type deemed inappropriate at Bookwitty’s sole discretion.

d. Application Validation

If your application is accepted, you will receive email notification confirming your subscription to the program, with a link to a web page outlining the commission rate applicable, the currency used, and the Cookie period time to the Qualifying Sales, as that term is defined hereinbelow (the “Validation Notification”).

You will have access to your Affiliate dashboard, which allows you to manage your account, and explore reports on clicks and commissions generated from your affiliate links.

You will ensure that the information in your Affiliate Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Affiliate Program to the email address then-currently associated with your Affiliate Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

e. Application Rejection

If your application is rejected, these APTOU will terminate as between you and us effective immediately.

2 - AFFILIATE LINKS, MARKETING MATERIAL

After you have been notified that you have been accepted into the Affiliate Program, you may display Affiliate Links on your site, blog, social media channels, and other online communications, as more fully described in this section.

a. Affiliate Links definition

“Affiliate Links” are links to the Website that you place on your site in accordance with these APTOU, that properly utilize the special “tagged” link formats we provide, and that comply with the Affiliate Program Linking requirements and these APTOU.

Only approved Affiliate user accounts can generate Affiliate Links to book pages, posts, and other type of content on the bookwitty.com platform.

Affiliate Links permit accurate tracking, reporting, and accrual of Affiliate commissions, and other information from time to time as determined by Bookwitty.

b. Graphic and text requirements

Marketing material related to Bookwitty and its Website are provided on your Affiliate dashboard. You may use graphic and text links of your choice for all Affiliate Links appearing on your website, mobile applications, and in emails except for unsolicited bulk emails and spam messages.

c. Marketing Material copyright

Marketing material, logos and other assets provided by us cannot be modified. The trademarks and logos displayed are registered trademarks of Bookwitty. Nothing contained on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark displayed on the Website without the written permission of Bookwitty, or as authorized by these APTOU. Your misuse of the trademarks displayed on the Website, or any other content on the Website, except as provided in this APTOU, is strictly prohibited.

3 - COMMISSION RATES, QUALIFYING SALES

a. Qualifying Sales definition

“Qualifying Sales” are sales made on the Website by users that arrived on the Website by clicking an Affiliate Link.

If a user clicks on multiple Affiliate Links, the last Affiliate Link to be clicked prior to a Qualifying Sale will determine who shall receive the commission.

b. Cookie Period definition

The Affiliate Program platform uses browser cookies to verify Qualifying Sales. The cookies are valid for a relevant period of time as communicated with you during the Validation Notification (the “Cookie Period”). Commissions are paid on Qualifying Sales made during the Cookie Period.

c. Commission rates

Commissions are calculated by multiplying the relevant commission rate and the price of the Qualifying Sales (excluding shipping costs and taxes or any other similar supplemental fees). The commission rate is fixed, and communicated to you as part of the Validation Notification.

Commissions are subject to review at our discretion. We will notify all Affiliates 30 days prior to a commission rate change. Commissions earned under the previous period rate will be paid under the previous rate. Commissions under the new period rate will be paid under the new period rate.

Commissions are subject to other limitations for fraudulent activity. Bookwitty reserves the right to withhold commissions if fraudulent activity is found.

d. Returns and cancellation

Commissions are not paid on sales that are canceled or returned within the Payout Cycle (as defined in section 4.b. below).

In the event a user requests a refund for a transaction for which the Affiliate has earned commissions, any commissions earned on the refund amount will be deducted from the Affiliate’s balance.

e. Commission conversion rates calculation

Commissions are reported in the currency configured in the Affiliate Program. Bookwitty will use the currency conversion rate on the day of the Qualifying Sale in order to report the commission amount in the configured currency on the Affiliate’s dashboard.

However, the conversion rate and commission amounts reported on the Affiliate’s dashboard are indicative. Bookwitty will recalculate these numbers on the day of the Payout using the Payout’s updated currency conversion rate. The payment of the Commission will be made based on the updated currency conversion rate.

4 - COMMISSION PAYMENTS AND PAYOUTS

a. Minimum Payout Amount

Commissions shall only be due for payment to Affiliate once Affiliate has earned Commissions above the minimum payment threshold of USD 100 (one hundred U.S. dollars, the “Commission Payout Threshold”).

b. Payout Cycle

Payouts are free and are processed on the 15th of every month. Every Payout Cycle processes outstanding orders delivered successfully and accepted by buyers during the previous calendar month.

Commissions earned below the Commission Payout Threshold in any month shall be transferred to the following month.

For example, on November 15, commissions are calculated for orders that have been delivered successfully during the month of October, and payouts are issued for affiliates who have accumulated commissions above the Commission Payout Threshold.

c. Payment methods

Payments of commissions will be received from Bookwitty or one of Bookwitty’s sub-agents or affiliated companies. Payments of commissions will generally be paid out via bank transfer or PayPal, as determined at Bookwitty’s sole discretion. You will bear any charges associated with the transfer or exchange of the commission amount.

d. Payment billings and delays

You agree that we can issue invoices on your behalf for any of the commissions payable to you. This is known as “self-billing”. Therefore, you must not raise invoices for any of these commissions.

Payment processing can take up to 30 days from the date a payment of commissions is due. You will not receive any interest on commissions held in your account.

e. Income taxes

You acknowledge and agree that you shall be solely responsible for payment of any income taxes or other governmental charges payable on commissions received in your home jurisdiction.

f. Waiver

If we cannot get in contact with you using the contact details set out in your application or account settings, and: (i) we cannot pay you commissions because you have provided incomplete or incorrect payment information; or (ii) you have not logged in to our website for 6 months; you waive your right to be paid those commissions and you assign to Bookwitty (by way of future assignment) all of your rights and ownership in any commissions which we are holding to your account.

You must notify us immediately or update your account details accordingly if your billing details have changed.

5 - SUSPENSION, AFFILIATE PROGRAM RESTRICTIONS

Affiliates that violate any of the following Affiliate Program restrictions may be suspended or removed from the Affiliate Program and may not receive commissions, at Bookwitty’s sole discretion:

a- Use of Coupon Codes

Affiliates may only promote coupon codes that are provided through the Affiliate Program platform. Any expiration dates should be clearly displayed next to the coupon codes, and codes should be removed or explicitly marked as expired after the expiration dates. Affiliates displaying expired codes without marking them as being expired may be suspended from the Affiliate Program.

b. Paid Search

Bookwitty maintains a strict policy on paid search activity. Affiliates must comply with the following conditions on any ad platform, including, but not limited to search engines, content networks and social networking sites:

(i) Affiliates are not permitted to bid or appear on searches that include the term “Bookwitty”;

(ii) Affiliates are not permitted to bid or appear on extended or hybrid searches that include the term “Bookwitty”;

(iii) Affiliates are not permitted to bid or appear on misspellings or variations of searches that include the term “Bookwitty”;

(iv) Affiliates are not permitted to use Bookwitty’s trademarks in any paid search activity, including ad text, copy or display URLs;

(v) Affiliates are not permitted to direct link PPC (pay per click) activity to the Website, this includes using the Website as a display URL;

(vi) Affiliates are not permitted to send traffic through automatic redirects on or from a website page;

(vii) Affiliates are not permitted to use the Bookwitty name (including misspells and variations) as a subdomain or subfolder.

6 - RESPONSIBILITY FOR YOUR WEBSITE

You are solely responsible for your website or other online platform controlled by you, including its development, operation, and maintenance and all materials that appear on or within it. Bookwitty disclaims all liability for your website or other online platform and for any of your users’ claims relating to your website or other online platform, and you agree to defend, indemnify, and hold Bookwitty harmless from and against all claims relating to your website or other online platform.

7 - TERM AND TERMINATION

a. Term of the Affiliate Program

The term of these APTOU will begin upon your receipt of your Validation Notification and will end when terminated by either party.

b. Termination of the Affiliate Program

Affiliates may leave the Affiliate Program and terminate these APTOU at any time by getting in touch with us at affiliate@bookwitty.com.

Bookwitty reserves the right to remove Affiliates from the Affiliate Program and refuse service to anyone, for any reason, at any time by giving you a written notice of termination.

Upon the termination of these APTOU for any reason, you will immediately cease use of, and remove from your site, all links to the Website, and all of our trademarks, logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Affiliate Program.

Your affiliate application and status in the Affiliates Program may be terminated for any of the following reasons:

(i) Inappropriate advertisements (false claims, misleading hyperlinks)

(ii) Illegal spamming (mass email, mass newsgroup posting, etc.)

(iii) Advertising on sites containing/promoting illegal activities

(iv) Violation of intellectual property rights

c. Balance payment

Upon Termination, any balance greater than USD 100 will be paid to the affiliate within 60 days of termination. Balances that are smaller than USD 100 will be transformed into coupon codes of the corresponding value, to be redeemed on bookwitty.com.

d. Effect of Termination

Termination under this section shall terminate the present APTOU as between you and Bookwitty. All provisions of these APTOU which by their nature should survive termination of these APTOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.

8 - RELATIONSHIP OF PARTIES

You and we are independent contractors, and nothing in these APTOU will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.

9 - LIMITATION OF LIABILITY

We will not be liable for any direct, indirect, incidental, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with these APTOU or the Affiliate Program. Further, our aggregate liability arising with respect to these APTOU and the Affiliate Program will not exceed the total Commission paid or payable to you under these APTOU in the 6 months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.

10 - INDEMNITY

Notwithstanding any other term of the APTOU or any act or failure to act by Bookwitty or its agents or subcontractors, you agree to indemnify, defend and hold harmless Bookwitty, its affiliates and their respective representatives where applicable, from and against any damages, liabilities, costs and expenses (including attorneys’ fees), claims or demands, arising out of (i) your participation in the Affiliate Program; (ii) your participation in any activities arising from the Affiliate Program; (iii) your violation of, or failure to perform your obligations under these APTOU, the TOU or the Privacy Policy; or (iv) your violation of any rights of a third party.

11 - GOVERNING LAW AND APPLICABLE JURISDICTION

The APTOU shall be governed by and construed in accordance with the laws of the New York state, USA, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. Regardless of where you access the Affiliate Program, you agree that any action at law or in equity arising out of or relating to the APTOU or your participation in the Affiliate Program shall be filed and adjudicated only in the federal court located in the Southern District of New York, USA, and you hereby irrevocably and unconditionally consent to the exclusive jurisdiction and venue of such court over any suit, action or proceeding arising out of the APTOU or your use of the Website or participation in the Affiliate Program. Notwithstanding the foregoing, Bookwitty shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the New York court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce a judgment obtained against you in the New York court.

12 - RELATED POLICIES

By using or engaging with Bookwitty’s Affiliate Program in any manner, including but not limited to visiting the Website, applying to the Affiliate Program, or participating in the Affiliate Program, you also agree to be bound by Bookwitty’s Terms of Use and the terms of Bookwitty’s Privacy Policy.

Bookwitty reserves the right to modify the these APTOU, so please review these terms periodically.

© BOOKWITTY GROUP, 2017