Monroejis NFTs
Affiliate Program Terms & Conditions
THESE AFFILIATE TERMS & CONDITIONS (“AFFILIATE TERMS” OR “TERMS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (THE AFFILIATE) AND WHATSGOODAPPS LLC. BY CLICKING ON THE “SUBMIT” BUTTON WHEN YOU SUBMIT YOUR AFFILIATE APPLICATION, COMPLETING THE REGISTRATION PROCESS TO BECOME A MONROEJIS AFFILIATE, YOU ARE CONFIRMING YOUR AGREEMENT TO THESE TERMS ON BEHALF OF YOURSELF, OR IF YOU REPRESENT A COMPANY OR OTHER ENTITY, ON BEHALF OF THAT COMPANY OR ENTITY. DO NOT CLICK “SUBMIT” OR PARTICIPATE IN THE AFFILIATE PROGRAM IF YOU DO NOT AGREE TO THESE TERMS.
Definitions of words and phrases used in these Terms:
“Affiliate” means a person or entity that participates in the Affiliate Program after agreeing to these Affiliate terms. The words “you” and “your”, whether or not capitalized, also refer to Affiliate.
“Affiliate Program” and “Program” mean the Monroejis program whereby Affiliates can earn commissions by referring new minters of Monroejis NFTs, as set forth in these Affiliate Terms.
“Commission” means ETH earned by you as an Affiliate in the Program pursuant to these Affiliate Terms.
“WhatsGoodApps” means WhatsGoodApps, LLC, an LLC based in New York, NY, USA. The words “we”, “us”, and “our”, whether or not capitalized, also refer to WhatsGoodApps.
“Referral Link” means a hyperlink to the Monroejis minting page that an Affiliate has placed on or in the Affiliate’s website(s), newsletter(s), emails or social media postings, for the purpose of getting third parties to mint Monroejis NFTs.
There are other defined terms below, each of which is Capitalized.
1. Enrollment in the Affiliate Program
A. Application Required: In order to be considered for participation in the Program as an Affiliate, you must complete and submit the Program Application Form (“Application”).
B. Acceptance of your Application: If we choose to accept your Application, you will receive a Twitter DM notifying you that your Application has been approved. You understand and agree that we may accept or reject your Application at our sole discretion.
C. Post-Acceptance Account Access: If we accept your Application, we will send you a Twitter DM with info how to log in to your Affiliate account. From your account, you will be able to copy your Affiliate Link, download promotional materials (if any are available), and see a current list of sales referred by your Affiliate Link.
D. You agree to ensure that the information you provide us in your Application is at all times complete, accurate and up-to-date. We will send communications to you via Twitter DM; you agree to receive these, and understand and agree that, if you opt out of receiving them or ask us to delete your personal data, your participation in the Program may be terminated. You will be deemed to have received all notifications, approvals, and other communications DM’ed to the Twitter address you provided, even if that Twitter address is no longer current.
2. Affiliate Responsibilities & Restrictions
As a member of our Affiliate Program, you represent, warrant, and agree to all of the following:
A. Best Efforts and Referral Links: You will use best efforts to promote Monroejis.
B. Maintaining your Site: You agree to maintain all of the websites, social media accounts, and newsletters you use to promote Monroejis.
C. Compliance with Laws: At all times, you will follow and comply with all applicable privacy, copyright, trademark and other laws. You will also follow and comply with all applicable social media disclosures required by the U.S. Federal Trade Commission (FTC). See the FTC Disclosures Guide.
D. Limited Right to Use the Monroejis Name: You are not permitted to use the Monroejis “Name” (as defined below) in any domain name or as part of your username on any social media platform or account. The word “Name” as used here includes “Monroejis”, all Monroejis logos, and any Monroejis images (unless it is of a Monroejis NFT you own).
E. No Promotion With Offensive Content: You may not mention or promote Monroejis on any website or platform that contains any form of misleading, fraudulent, defamatory, obscene, violent, illegal, harassing, hateful, or pornographic content. You agree that we have sole discretion to make the determination as to whether such content is present.
F. No Cookie-Stuffing: You may not use any form of cookie-stuffing techniques or click generators that set tracking cookies or that result in apparent clicks without the user (a live human) actually clicking on Referral Links. You may not artificially generate clicks or impressions on your site or on any social media platform or artificially create visits to the Monroejis site, whether by way of a robot or software program or otherwise.
G. No Verbatim Copying Of Non-Affiliate Monroejis Content: You may not use or copy any content appearing on any Monroejis website or anywhere else that Monroejis uses or posts content in a word-for-word fashion; any and all use of such other Monroejis content must be in the form of paraphrasing.
H. No Copying or Using Monroejis Look-and-Feel: You may not copy the look and feel of any Monroejis website or web page.
I. No Use Of Spyware, Malware, Viruses And The Like: You may not make use of any form of spyware, malware, trojan horse, tracker, or virus, or any such things, in connection with any Referral Link or otherwise in connection with the Program.
J. No Misrepresenting Our Relationship: You may not represent or hold yourself out to third parties as being anything beyond an Affiliate of Monroejis (and, if you are a holder of Monroejis, that you are a holder). For example, you may not state or imply that you are a partner or representative or agent of Monroejis or that you have the authority to bind Monroejis to a contract, or that you are an agent or employee of Monroejis or in business with Monroejis. You may not state or imply that you represent Monroejis in any capacity unless we have specifically authorized you in writing to do so outside of the Program.
K. No Use Of Browser Extensions To Promote Monroejis Without Written Approval: You may not create, offer, sell, distribute, or otherwise provide any browser extension related to Monroejis without our prior written approval.
L. Non-Disparagement: In exchange for receiving Affiliate Commissions, you agree that you will not publicly disparage Monroejis or any of its products or services or owners, directors, or staff, whether during or after your participation in the Program.
M. You agree that Monroejis may terminate your participation in the Program if you violate any part of this Section 2, or any other provision of these Affiliate Terms.
3. Affiliate Commissions
A. Eligibility: Except in jurisdictions in which payment of Commissions is not permitted and/or where you have violated these Affiliate Terms, you will be eligible to earn Commissions as set forth in this Section 3.
B. How Commissions Are Earned: A Commission is earned when a third party referred to the Monroejis site from your Referral Link mints a Monroejis NFT (either directly or through Crossmint). The party that minted the Monroejis NFT shall be referred to herein as a “Referred Party”. You may see your current earnings by logging in to the Affiliate site: https://monroejis.com/affiliates. Log in by connecting your wallet with the ETH address associated with your Affiliate account. You understand and agree that you must hold a Monroejis NFT in your wallet in order to log in to your account. You will earn Commissions for mints by Referred Parties regardless of whether you hold a Monroejis NFT in your wallet.
C. Amount of Commissions: Where a Commission is due to the Affiliate hereunder, the Affiliate shall receive twenty percent (20%) of ETH received by us from Monroejis minted by Referred Parties. You acknowledge and agree that we in our discretion shall determine the price to mint Monroejis.
D. Payment of Commissions: Commissions earned will be paid in ETH and sent to the ETH address associated with your Affiliate account after all 7777 Monroejis have been minted.
E. Effect of Legal Prohibitions: If we determine that payment of a Commission is not permitted under any applicable laws, or you have violated these Terms or an applicable law, we reserve the right to not pay the Commission.
F. Taxes and Third-Party Fees: You are solely responsible for any and all taxes due for Commission payments sent to you.
4. Licenses
A. You hereby grant us a non-exclusive, non-transferable, revocable right to use your personal and company names, titles, and logos in the advertising, marketing, promoting, and publicizing of the Program.
B. We both agree not to use the other’s Names or other proprietary materials in any manner that portrays the other in a negative light. Other than the rights explicitly granted to you in these Affiliate Terms, we retain all right, title, and interest in and to our property and rights.
5. Disclaimer
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING MONROEJIS, THE PROGRAM, OR THE MONROEJIS NFTS. ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE OR ANY OTHER PAGE OR PROCESS WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
6. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE TERMS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THESE AFFILIATE TERMS.
7. Indemnification
You agree to defend, at your expense, WhatsGoodApps LLC, Love Power Up LLC dba Power Up NFTs and their related entities and each of their employees, directors, officers, representatives, agents, and contractors (collectively, the “Monroejis Parties”), against any and all claims, suits, actions, or other proceedings brought against them by a third party based on or arising from any claim resulting from your breach of these Affiliate Terms (“Claim”). You further agree to indemnify the Monroejis Parties against any damages, attorneys fees, and costs awarded by the court or arbitrator in favor of the party or parties who have brought the Claim.
8. Term and Termination
The term of the agreement formed by your acceptance of these terms shall continue for as long as you are an Affiliate. Either party hereto may terminate Affiliate’s participation in the Program for any reason upon written notice. Such notice to Monroejis shall be sent by DM to @marilynmonroeji on Twitter.
9. Modification
From time to time, we may make changes to these Affiliate Terms. You agree to review these terms from time to time and that you will be bound by such changed terms unless you choose to terminate your participation in the Program. Such a termination shall be your sole mode of recourse if you object to such changes. You also agree that Monroejis has the right to shut down or otherwise stop offering the Program at any time. If we do shut down or stop the Program, we will still pay you all Commissions you have earned prior to that time.
10. Miscellaneous
You represent, warrant, and agree to all of the following:
A. You have read and understood these Affiliate Terms, and consulted your own legal counsel for advice regarding them if you felt that was necessary, before agreeing to them via the click-through process (for example, by checking an “I agree” button and then clicking on the “Submit” button, or by otherwise indicating your agreement to these Affiliate Terms).
B. You have the full right, power, and authority to accept and be bound by these Affiliate Terms and to perform your obligations under these Affiliate Terms, without the approval or consent of any other party.
C. If Affiliate is a company, entity, or other organization, rather than a single individual person, the person who agreed to these Affiliate Terms had the power and authority to agree to them on behalf of the Affiliate.
D. Each of us shall be deemed to be independent and separate parties with respect to the subject matter of these Affiliate Terms, and nothing contained in these Affiliate Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement, whether on your site or otherwise, that contradicts anything in this paragraph.
E. You may not assign your rights or obligations under these Affiliate Terms to any party, and any attempt to do so will be void and without effect. We are free to assign the Program and/or these Affiliate Terms.
F. Except where not permitted by the jurisdiction in which Affiliate resides, these Affiliate Terms shall be governed by the substantive laws of the State of New York, US without reference to its choice or conflicts of law principles, and shall be considered to have been made and accepted in the State of New York, US.
G. Neither party shall be deemed to have waived any provision of these Affiliate Terms unless in writing and signed by both parties.
H. These Affiliate Terms represent the entire agreement between you and us, and shall supersede all prior agreements and communications between you and us, whether oral or written.
I. If any provision of these Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is given full effect, and the remainder of these Affiliate Terms shall have full force and effect.
J. These terms are not provided in any language other than English. If you wish to have them translated into another language before agreeing to them, you may do so, but you agree that the English version of these Affiliate Terms shall control in all cases.