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The Clusterz, LLC (Hereinafter, the “Company”) owns and operates a website at ‘theclusterz.com’ (Hereinafter, referred to as “Clusterz”) which functions as an online storefront, through which internet users are able to purchase goods, specifically women’s clothing and accessories.

Through Clusterz, the Company offers customers and users of the website to participate in the Company’s Affiliate Program as an “Affiliate”, offering unique privileges and benefits.

Purpose
By accepting this Agreement the Affiliate agrees to become a “The Clusterz Affiliate” and to be bound by the terms and conditions herein.

Use of Website
The Affiliate agrees to be bound by the Clusterz website standard Terms and Conditions as found on the site and accessible at the following url: https://theclusterz.com/policies/terms-of-service’.

Becoming an Affiliate
In order to become an “Affiliate”, an applicant is firstly required to complete and submit the Application Form as available on the Clusterz website at the following url: https://affiliates.theclusterz.com/register

The Company will evaluate the Application Form and made a decision on admittance into the Affiliate Program in its sole discretion.

Where the Company determines in its sole discretion a candidate is a good fit for the Affiliate Program, there shall be no subscription or participation fee required for participation in the Clusterz Affiliate Program.

Successful applicants to the Clusterz Affiliate Program will become “Affiliate Members” of The Clusterz, with membership privileges and benefits accordingly.

If for any reason the membership status of an Affiliate Member becomes invalid, the respective The Clusterz user account will be disabled.

Affiliate Commissions and Payments
The commission rate that a "clusterz affiliate" will receive is the rate initially offered to him/her. When Affiliate candidates accept the offer, they also accept these rates. As a company policy, The Clusterz always supports the interests of its affiliates.

If a Customer, returns a product, cancels an order or demands a refund, that purchase is not eligible to generate a commission. A Commission will not be considered earned by the Affiliate until the return period is passed. Cancellation, return and refund periods are determined by the company.

The Company has sole discretion to determine which products and purchases are eligible to generate a commission.

The company decides whether the payments are made automatically or manually. The payment schedule is determined by the company.

Minimum payment for earned commissions is $30. Any amounts less than $30 shall be rolled over to the next month with new earned commissions added on top.

Amounts in excess of $30 may be requested if a general calendar payment schedule has not been announced by the company.

The Company has sole discretion to determine and set payment commissions payment channels, and Affiliates may be required to create accounts with compatible external payment services providers.

Affiliates who do not provide payment information requested by the company will not receive any payment.

Termination of Affiliate Participation
The Company may in its sole discretion terminate an Affiliate’s account where The Company determines, in its sole discretion that:
• The Affiliate has demonstrated behaviors designed to game or cheat the Company and/or the Affiliate Program;
• The Affiliate is found to have lied or spread dishonest or untruthful information in the context of promoting the Company, Clusterz, or the products;
• The Affiliate is found to have used high-pressure tactics and/or coercion to force
members to sign up for the Affiliate Program or make Clusterz purchases involuntarily;
• The Affiliate is found to have disclosed, without authorization, Confidential
Information relating to the Company or the products, or otherwise to have leaked non-public marketing information;
• The Affiliate is found to have participated in or contributed to a leak or breach of private customer information or private information of other Affiliates;
• The Affiliate is found to have defamed the Company or to otherwise have spoken in a manner so as to discredit the Company or damage the Company’s reputation to any third party or to the public.
• Sharing the Affiliate’s Affiliate Link on unapproved websites;
• The Affiliate is found to have engaged in behavior which may be considered spamming of Clusterz promotional material or the Affiliate Link;
• The Affiliate is found to have displayed or promoted any adult material or banners, or violence, hatred or bigotry, or promotion or participation in illegal activities;
• Other circumstances as determined by the Company in its sole discretion.

Confidentiality.
During the course of this Agreement, it may be necessary for the Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Affiliate in order for the Affiliate to seek out potential referrals. The Affiliate will not share any of this proprietary information at any time. The Affiliate also will not use any of this proprietary information for the Affiliate’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement for any reason.

Relationship Between the Parties.
The Affiliate’s relationship with the Company is that of independent contractor. Nothing contained herein creates a partnership, joint venture agent/principle, or similar business relationship between Affiliate and Company. Affiliate has no obligation to refer any prospective client to the Company, and is not a sales agent of any kind. Affiliate shall not hold itself out to be a representative of the Company of any kind.

Trademarks and Intellectual Property.
The Affiliate may make use of the Company’s trademarks and other intellectual property for the sole purpose of promoting the Company’s goods or services. Any such use shall be in accordance with this Agreement the Company Terms and Conditions. It is expressly understood that this Agreement does not grant the Affiliate any interest in the Company’s trademarks or any other intellectual property rights.

Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.

Severability.
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable. 

No Assignment.

Affiliate shall not assign any of its rights or obligations under this Agreement except as expressly permitted by the Company in writing.

Governing Law and Jurisdiction
This Agreement shall be interpreted and governed by the laws and statutes of the State of Delaware.

Agreement to Arbitrate
In case of disputes between the parties to this agreement, the parties agree to engage in good faith direct negotiations with each other to try and resolve their differences before initiating a lawsuit or arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, its performance, or the breach thereof, shall be determined by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules for Expedited Procedure then in effect. Service of the Notice of Arbitration and all other documents shall be affected at the address for each party provided within this Agreement, or at an email address so designated by each party. The arbitration proceedings shall be heard and decided by a single arbitrator appointed by the AAA. The arbitration shall be conducted via Documents Only submissions, the parties waive all rights to oral arguments. The arbitration shall to the greatest extent possible be conducted remotely, via video conferencing only as required. An award shall be issued within six months from the date the Notice of Arbitration is submitted; the arbitrator shall issue the arbitral award only, without any written opinion on the reasons or causes for the decision. The losing party shall be responsible for payment of all arbitration fees and expenses. The arbitral award shall be final and binding on the parties without recourse. The seat of arbitration shall be in the county of Placer, California.

Entire Agreement
This Agreement along with the Clusterz Terms and Conditions, represents the entire agreement between the Parties.

Amendment
The Company may amend the terms of this Agreement at any time in its sole discretion.
When these terms are so amended, the Company shall notify the Affiliate at the Affiliate’s email address as registered with the Affiliate’s Clusterz user account. The Affiliate’s continued participation in the Clusterz Affiliate Program shall indicate the Affiliate’s acceptance of any such change in this Agreement.