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These Strategy State Terms and Conditions for Affiliates (collectively referred to as the “Agreement”) are by and between you and StrategyState.com. This Agreement is effective as of the date Strategy State accepts your application into the Program and sets forth the terms and conditions governing the establishment of Links from your Properties to certain Strategy State Authorized Properties as further described below.
THIS IS A LEGALLY BINDING AGREEMENT. BY COMPLETING AND SUBMITTING THE ONLINE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.
“Strategy State“, “we“, “us“, or “our” means StrategyState.com or any of its parents, subsidiaries, affiliates and entities owned or under common control, as applicable.
“Strategy State Authorized Properties” means the Strategy State Properties that Strategy State in its sole discretion determines to be eligible for the Program as communicated to you.
“Strategy State Offers” means Strategy State offers, deals, coupons and promotions that Strategy State has expressly authorized you to promote on your Properties and that Strategy State has provided to you.
“Strategy State Properties“, a “Strategy State Property“, or “our Properties” means Strategy State’s connected properties, including mobile websites and applications. Such properties may include but are not limited to, StrategyState.com.
“Customers” are persons or entities (other than Affiliate or the Affiliate’s agent) that are not robots, automated programming, or similar technology that enables clicks through certain links.
“Information” means Strategy State Program customer information and Program business and sales information related to us, you, or our suppliers, including, without limitation, information relating to sale pricing, promotions and weekly specials.
“Licensed Materials” means the Strategy State trademark and logo and similar identifying material relating to us, but only in the forms that we provide to you.
“Links” or “Link” means the graphics and textual links that Strategy State makes available to you.
“Program” or “the Program” means Strategy State’s affiliate marketing program.
“Affiliate“, “you” or “your” means the person or entity that is enrolled in and accepted by Strategy State as a participant in the Program and bound by the terms of this Agreement.
“Affiliate Properties” or “your Properties” means your website or other presence (including, without limitation, mobile applications, e-mail marketing, forums, apps, social media sites video, and software) owned, operated, used, or distributed by and preapproved by Strategy State to link to one or more Strategy State Authorized Properties.
“Qualifying Link” means an Internet connection between any of your Properties and a Strategy State Authorized Property that is provided or authorized by Strategy State to be displayed, distributed or placed by you pursuant to this Agreement in a manner that drives completion of Qualifying Purchases.
“Qualifying Purchase” means a completed sale of an Eligible Product to a Customer through a Qualifying Link on an Affiliate Property in accordance with the criteria specified in Section 5 of this Agreement.
“Reconciliation Period” means, in the case of termination of this Agreement, the ninety (90) day period following the end of the calendar month in which the Agreement was terminated.
“Social Communities” means social media or social networking tools, including but not limited to Facebook and Twitter.
“Term” means the term of this Agreement which will begin upon our acceptance of your Program application and will end when terminated by either party as permitted hereunder.
As a participating Affiliate in the Program, you must display a graphic (which we will provide) indicating your relationship to Strategy State.
We will provide the information necessary to allow you to make appropriate Links from your Properties to our Properties. We will be responsible for: (i) processing every order placed by a customer following a special Link from your Properties; (ii) tracking the volume and amount of sales generated by your Properties; and (iii) providing information to you regarding sales statistics via the Affiliate Dashboard at the location provided to you by upon your acceptance as an Affiliate in the Program. Our order processing obligations will include order entry, payment processing, performance of services, cancellations, returns, and related customer service.
All commission payments will be paid out in accordance with Strategy States payment schedule. Typically, at the end of each calendar month.
In the event we make a payment to you that did not take into account all applicable Deductions or that was otherwise incorrect, we may offset the Deductions against any commission payments we owe you from the next monthly payment schedule. If no future monthly commission payment is due, you will pay to Strategy State any amounts you owe within thirty (30) days of receiving written notification thereof. We may provide written notice.
Customers who buy products or services from a Strategy State Property through the Program will be deemed to be customers of Strategy State. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, privacy, and Strategy State product and service sales will apply to those customers.
We may change our policies and operating procedures at any time. For example, we may determine the prices to be charged for products and services sold through a Strategy State Property under the Program in accordance with our own pricing policies. Prices and availability of products or services on a Strategy State Property may vary from time to time, and we do not guarantee the availability and price of any particular product or service. EXCEPT AS EXPRESSLY AUTHORIZED UNDER THIS AGREEMENT, YOU MAY NOT PLACE INDIVIDUAL PRODUCT OR SERVICE PRICING OR LOGOS, IMAGES, OR DESCRIPTIONS RELATED TO PRODUCTS AND SERVICES ON YOUR PROPERTIES WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION.
Except as expressly authorized in this Agreement, you will not create, publish, distribute, or permit any written material that makes reference to Strategy State without first submitting such material to us and receiving our written consent.
We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion by providing you notice via by offering new terms and conditions attached to a new Program Term. Modifications may include, but are not limited to, changes in the scope of available commissions and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program by accepting a new Program Term with updated terms and conditions will constitute binding acceptance of the change.
You and Strategy State are independent contractors, and nothing in this Agreement 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 representations regarding the association of with Strategy State or you.
NEITHER STRATEGY STATE NOR ITS SUPPLIERS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR TO ANY STRATEGY STATE PRODUCTS OR SERVICES SOLD BY A STRATEGY STATE PROPERTY THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, NEITHER STRATEGY STATE NOR ITS SUPPLIERS MAKE ANY REPRESENTATION THAT THE OPERATION OF THE STRATEGY STATE PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE, AND NEITHER STRATEGY STATE NOR ITS SUPPLIERS WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
You represent and warrant to us that: (i) you have the right and authority to enter into this Agreement and perform your obligations under the Agreement; (ii) you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner provided for in this Agreement; (iii) you are an adult of at least 18 years of age; (iv) you are not an employee or immediate family member of an employee of a Related Party as described in Section 1.b. above; and (v) if you are an employee or immediate member of an employee of a party described in Section 1.b. above that is NOT a Related Party, you have complied with any applicable rules or policies of such party concerning participation in the Program.
You agree that all customer information related to the Strategy State Program belongs to us. You agree to protect as secret all Information, not to disclose Information to any third parties, and not to use Information for any purpose other than the purposes of this Agreement. You agree to protect Information using methods at least as protective as those you use to protect your own information of a confidential nature, but in no event, using less than a standard of reasonable care.
You will not publish or otherwise disclose or permit to be published or disclosed on your Properties or any affiliated properties by users of your Properties or such other properties our (i) weekly insert pricing or promotional offers prior to the time such prices or offers become effective on the applicable Strategy State Property or (ii) holiday or special insert pricing or promotional offers, including, without limitation, the insert and promotions for the day.
NEITHER STRATEGY STATE NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU WAIVE ALL RIGHTS TO ANY CLAIMS FOR ANY SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY OF STRATEGY STATE AND ITS SUPPLIERS WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
You will indemnify, defend and hold harmless Strategy State and its parent, subsidiaries and affiliates, and suppliers, and their directors, officers, employees, and shareholders, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, (“Losses”) insofar as such Losses, or actions in respect of Losses, arise out of or are based on (i) any claim that our use of Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party; (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you; or (iii) any claim related to your Properties, including, without limitation, claims regarding content on your Properties.
Strategy State’s performance under this Agreement will be excused to the extent that its performance is hindered, delayed or made commercially impractical by causes beyond its reasonable control.
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement (subject to the restrictions contained in this Agreement specific to those referrals contemplated herein) or operate e-commerce properties that are similar to or compete with your e-commerce properties. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
This Agreement will be governed by the laws of the Australia and the State of Victoria, without reference to rules governing choice of law. Any action relating to this Agreement must be brought in the state courts located in Melbourne, Victoria, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
Last Revision Date: April 2019
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