Smashwords Affiliate Marketing Program Agreement
Rev. May 25, 2009
SMASHWORDS AFFILIATE MARKETING PROGRAM DESCRIPTION
There are two methods of participation in the Smashwords Affiliate Marketing Program:
1.
As an author/publisher content provider. Simply publish your ebooks with Smashwords,
affix a price to them, and your books are automatically enrolled for
marketing by third party affiliate partners. For affiliate sales, your
net earnings percentage will be 70.5 percent, versus your ordinary rate
of 85 percent for non-affiliate sales. If you want to provide affiliate
marketers extra incentive to promote your books, you have the ability
to “juice” the affiliate rate by accepting a lower net percentage for
yourself. To manage your participation in the affiliate program as a
content provider, go to your Dashboard at
http://www.smashwords.com/dashboard. You can opt out as a content
provider, but this is not recommended.
If you also want to earn
commissions on the sale of other authors’ works on Smashwords, read #2
below, and then study this entire agreement before enrolling as an
affiliate marketer.
2. As an affiliate marketer. This is the
subject of this Affiliate Marketing Program Agreement. The Smashwords
Affiliate Marketing Program allows independent Internet marketing
professionals, web site operators, bloggers, authors, publishers and
operators of online communities to direct traffic to Smashwords and
earn commissions of 11 percent of net sales or greater on most book
purchases. As mentioned above, Smashwords authors and publishers are
welcome to enroll in the program. Although they do not earn extra
margin on sales of their own books, they do earn affiliate commissions
on sales of other qualifying books.
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THIS
AGREEMENT (the "Agreement") is made by and between Smashwords, Inc. a
California Corporation ("Smashwords"), and you (the "Affiliate," and
collectively, the "Parties").
Affiliate's Acceptance of the Agreement.
Please
read this agreement carefully before joining the Smashwords Affiliate
Marketing Program. This agreement outlines your roles, responsibilities
and legal requirements.
When you join the Smashwords Affiliate
Marketing Program (SAMP), you acknowledge your full acceptance of this
Agreement by clicking the button on the Smashwords website for “Sign Me
Up!” You can opt-out of the program at any time by returning to the
Affiliate Settings Overview page Smashwords and clicking
“Additional Affiliate Controls.”
If you do not agree to be legally bound by the terms and conditions of this Agreement, then do not sign up for the program.
Smashwords Products and Services
Smashwords operates a free online publishing platform used by authors and publishers who publish electronic books (ebooks) in multiple DRM-free formats, readable on any e-reading device. These books are for sale in a Smashwords-operated online book store, featuring the ebooks of hundreds of authors and publishers. This affiliate program allows affiliates to earn commissions on the sales of Smashwords ebooks.
Terms and Conditions
By
joining the SAMP, Affiliate acknowledges their desire to market the
books of Smashwords authors and publishers, using legal and ethical
online marketing methods, including but not limited to web site
hyperlinks, blog hyperlinks, hyperlinks in opt-in mailing lists,
hyperlinks in paid search engine advertising, and hyperlinks in online
communities owned and operated by Affiliate;
In consideration of this affiliate agreement, and all the promises and commitments made herein, the Parties agree as follows:
Obligations of Smashwords:
1.
Furnish the Affiliate digital products to promote: Smashwords will make
available to Affiliate a complete list of all promotable books on the
Smashwords.com website, and will make available all necessary
instructions so that Affiliate may link to the various author pages,
publisher pages, book pages, search pages, and other such pages and
metadata so that the Affiliate may expose their customers and traffic
to relevant, purchasable books.
2. Promotional tools: Smashwords
will provide Affiliates the non-exclusive right to utilize various
Smashwords promotional tools such as Smashwords logos, Affiliate data
feeds, Application Programming Interfaces (APIs), author and publisher
book cover images, book descriptions, author bios, author headshots,
hyperlink addresses, and other associated metadata and book samples.
Although Smashwords has not yet implemented widgets, at the time
Smashwords does implement widgets such widgets will be available to
Smashwords Affiliates for marketing purposes.
3. Payment of
Commissions: Smashwords agrees to pay commissions, under the rates,
policies and procedures disclosed in this agreement, to the Affiliate,
provided the Affiliate honors its obligations under the agreement.
4. Customer Support: Smashwords manages all customer support.
Obligations of Affiliate:
1. Agreement to promote: The Affiliate, by joining the SAMP, agrees to promote Smashwords products and services.
2.
Agreement to abide by legal and ethical marketing guidelines: The
Affiliate agrees to promote Smashwords books utilizing legal and
ethical marketing practices. The following list provides a sample of
prohibited and unethical marketing practices, which, if used by the
Affiliate, will result in immediate termination of this affiliate
agreement and the complete forfeiture of all accrued commissions:
A.
The Affiliate agrees not to use unsolicited spam email, or engage the
services of third party spammers or their associates, to directly or
indirectly drive traffic to the Smashwords website, or to drive traffic
to sites operated by Affiliate or its associates used to drive traffic
to Smashwords. Similarly, Affiliate agrees not use the Smashwords brand
name, or Smashwords promotion tools (see below for definitions) in any
unsolicited email.
B. The Affiliate further agrees to not
utilize any deceptive marketing practices, such as black hat SEO
practices designed to trick search engines or manipulate search engine
rankings.
C. The Affiliate agrees not to use or benefit from
spyware, malware, exploits or botnets in its efforts to drive traffic to
Smashwords.
D. The affiliate agrees to not use deceptive
practices such as “shadow domains” or “doorway” pages to aggregate
traffic and drive it to Smashwords. If the Affiliate uses any SEO
practices that Google finds objectionable (see
http://www.google.com/support/webmasters/bin/answer.py?hl=en&answer=35291),
they are not allowed to participate in the SAMP
E. The affiliate
agrees not to require, request of, or trick, potential Smashwords
visitors to provide their email address to any party as a condition to
being directed to Smashwords web pages. Similarly, the affiliate will
not collect payments, or charge users or other parties, for access to
the Smashwords web site or to view Smashwords books and book samples.
F. The affiliate agrees not to use
confusing or deceptive domain names (such as domains that contain
“Smashwords” or variations or misspellings of “Smashwords”), or domains
that contain words meant to trick search engines or users.
G. The affiliate agrees to not place affiliate hyperlinks in unsolicited (spam) email, blog comments (comment spam) for blogs you do not author or operate, guestbook forms, newsgroups, and message board communities. Exception to items noted in "G.": links are permitted in personal profiles and signatures, provided the operator of the community or social network permits them.
3.
Use of Smashwords promotion tools. Affiliate may only use approved
Smashwords promotional tools to promote Smashwords products and
services. These materials cannot be used for any purpose other than to
promote Smashwords books, authors and website. The license to utilize
Smashwords-provided promotional tools is non-transferable and
non-exclusive. The term of the licenses expires upon the termination of
this agreement by either Party.
4. Intellectual Property.
Smashwords retains all rights and ownership over promotional tools, as
well as all copyrights and trademarks associated with the tools.
5.
Relationship between Affiliate and Smashwords. This Agreement does not
create an employment relationship, agency relationship, or partnership
between Smashwords and Affiliate. The Affiliate works on their own
behalf as an independent contractor in exchange for referral fees
earned by pointing ebook customers to Smashwords. The Affiliate has no
authority or ability to enter Smashwords into any other agreement
outside of this Affiliate agreement or create agreements or
relationships on behalf of, or between, Smashwords and other parties.
6.
Breach of contract. By joining this Affiliate program, the Affiliate
agrees and accepts that if the Affiliate makes any material breaches of
the Affiliate Requirements outlined in this agreement, or makes blatant
misrepresentations about the nature of this Affiliate agreement between
the Parties, then Smashwords will immediately terminate the agreement
and the Affiliate will forfeit all accrued commissions.
Determining Commissions
1.
Calculation of Commissions, and definition of “Net.” Smashwords will
pay Affiliate commissions based on actual qualified net sales (see
section 3 below for definition of “qualified.”), net of cancellations,
customer refunds, incomplete transactions and fraudulent charge-backs.
Affiliate commissions for participating titles are accrued at a rate of
11 percent of net sales, where “Net” = (selling price - Paypal
transaction fee)*11%). The affiliate rates are clearly disclosed on the
Smashwords web site, and are subject to change. If Smashwords pays the
affiliate for sales that are later proven fraudulent, or for sales that
must later be refunded to the customer for any reason, the Affiliate
agrees to remunerate Smashwords via FedExed paper check within 48 hours
of receiving notification from Smashwords provided the amount owed to
Smashwords, net of other valid accrued commissions, is greater than USD
$75.00.
2. Juicing. Smashwords allows its authors and publishers
to “juice” affiliate commissions for their titles, in order to provide
extra incentive for Affiliates to promote these titles. In such
instances, it’s possible for the Affiliate commission to rise from the
baseline 11 percent to as high as 81.5%. Smashwords authors and
publishers who “juice” must commit to the new Affiliate rate for a
minimum of one calendar month, so that Affiliates can plan their
promotions accordingly. Rates are subject to resets on the first of
every month, so Affiliates who want to take advantage of such juiced
specials should visit the Affiliate Management page on the first day of
the month to learn about current Affiliate specials.
3.
Qualified sales. Qualified sales are those sales for which the
Affiliate is entitled to receive a commission. All Smashwords authors
and publishers are automatically enrolled in the Affiliate program,
thereby making their books available for sales by, and commission to,
affiliates. However, Smashwords allows authors and publishers to
opt-out of the affiliate program if they choose. Based on surveys
Smashwords conducted with authors prior to launching the Affiliate
program, Smashwords expects fewer than five percent of authors and
publishers to opt out of the program, however Smashwords cannot make
any guarantees or assurances that this will always be the case.
a. Smashwords sells books through the Stanza e-reading app, and these sales are not qualified sales for Affiliates.
b. Although
Smashwords authors, publishers and members are allowed to join the
Smashwords Affiliate Marketing Program, authors and publishers, sales
of their own books do not qualify for Affiliate commissions. However,
the author and publisher Affiliates do qualify for commissions on other
qualified sales.
4. Payments schedule. Smashwords pays
affiliates on the same schedule it pays authors and publishers.
Currently, payments are quarterly, within 40 days of the end of each
calendar quarter, and only for accrued amounts over $25. If accrued
payments owed do not reach that threshold, they roll over to the
following quarter until they reach the threshold. Affiliates who reside
outside the United States may be subject to higher threshold amounts.
See the Smashwords Terms of Service at http://www.smashwords.com/about/tos because these dates are subject to change. It is Smashwords’ intention
to shorten the payment cycle over time, though we are unable to commit
to the exact date such changes may take place.
5. Record
keeping. Smashwords shall maintain accurate and timely reports of
commissions earned by Affiliates, and these reports will be accessible
from the Affiliate’s Dashboard controls on the Smashwords website.
6.
Tracking sources of traffic. Affiliates are provided affiliate codes
they append to hyperlinks. When an affiliate directs a visitor to the
Smashwords web site, Smashwords deposits a cookie in that visitor’s web
browser that identifies the visitor to Smashwords as having come from
the Affiliate. The cookie expires after 48 hours, or if it replaced by
the cookie of another affiliate. During of 48 hour period of time for
which the cookie is active, all purchases made by that customer on the
Smashwords web site earn the Affiliate a credit, provided the purchased
products are participating in the Affiliate program. Smashwords
discloses a complete list of books that do not qualify for Affiliate
fees on the Smashwords Affiliate Management page. Smashwords is not
responsible for lost or deleted cookies, or for cookies that fail to
land in the referred user’s browser due to any number of factors
outside of Smashwords’ control, which may include anti-cookie software,
purged cookies, or technical errors of Smashwords.
7. Affiliate
audits. Smashwords affiliates are welcome to perform independent audits
of Smashwords traffic tracking and sales reporting by purchasing books
on their own (sorry, Smashwords cannot remunerate Affiliates for the
expense, other than the Affiliate fee earned by the transaction). If an
Affiliate learns of a bug or discrepancy, please contact Smashwords so
we can quickly investigate, confirm, and resolve the problem.
Representations and Warranties:
1.
Affiliate has the legal authority to enter into this Agreement and to
be bound to the promises, covenants, and other duties set forth in this
Agreement.
2. Affiliate's website does not and will not contain any content that:
a. is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
b. contains graphically violent images, including any violent video game images; or
c. advocates unlawful behavior
d. hosts, lists or promotes pirated content that violates the copyright or intellectual property of other parties
e. contains pornographic images of children, or any content or images advocating child exploitation
f. contains tips or instructions on how to break or circumvent DRM-protected content (although Smashwords does not sell, list or promote DRM-protected content, we respect the right of non-Smashwords content publishers to use DRM if they choose).
g. contains spyware, malware, fake security software downloads, or hidden iframes that spread malware
3. Affiliate has
obtained any necessary rights and licenses for material presented on
Affiliate's website, and the site doe not infringe on the intellectual
property rights of others.
4. If the Affiliate in an individual
person, the Affiliate represents and warrants they are at least 18
years of age on the date in which the Affiliate joins the program.
5.
Indemnification. Affiliate shall indemnify Smashwords and hold harmless
Smashwords from any claim, damage, lawsuit, action, complaint, or other
costs arising out of any breach of Affiliate's warranties set forth
above. Affiliate shall also indemnify and hold harmless Smashwords for
any damage, loss or other cost arising out of the use or misuse by
Affiliate of the Promotional Materials.
6. Term.
This
Agreement shall take effect upon acceptance of the agreement, as
signified by the Affiliate clicking on the “Sign me up now” button, and
shall remain in full force and effect indefinitely, or until terminated
by Smashwords or the Affiliate. Smashwords retains the right to cancel
this agreement at any time with or without cause. If the agreement is
cancelled by Smashwords for an affiliate in good standing, Smashwords
is obligated to pay the affiliate all accrued earnings during the next
regular payment period. Additionally, Smashwords retains the right to
materially modify the terms in the future. In the event of such
modifications, on a best efforts basis Smashwords will attempt to
provide Affiliates up to 30 days advance notice, however, Smashwords is not obligated to provide advance notice.
7. CAN-SPAM Act.
Affiliate using online or other electronic methods of sales channels
must comply with the 2003 CAN-SPAM Act and other subsequent Federal
Trade Commission rules regarding online marketing. Read the act at
http://www.ftc.gov/os/2008/05/R411008frn.pdf Affiliate agrees that
Smashwords will terminate the Affiliate agreement if such rules are not
followed.
8. Taxes. Smashwords shall not be responsible for any
taxes owed by Affiliate arising out of Affiliate's relationship with
Smashwords as set forth in this Agreement. Smashwords shall not
withhold any taxes from the Commissions paid to Affiliate. Before
Smashwords will pay commissions to any affiliate, the Affiliate must
provide, via an online form at Smashwords, data necessary for
Smashwords to complete Internal Revenue Service Form W-9 for US
citizens and other tax disclosure rules for residents outside the US.
By submitting this information, Affiliate certifies that the tax id
number provided is correct and accurate and that Affiliate is not
subject to backup withholding.
9. Limitation of Liability.
Smashwords shall not be liable for any loss of profits or costs, or for
any direct, indirect, special, incidental or consequential damages,
including costs associated with the procurement of substitute goods or
services, customer refunds made at Smashwords’ discretion, or any other
lost Affiliate income arising out of or associated with any loss,
suspension or interruption of service, termination of this Agreement,
use or misuse of the Promotional Materials, or other performance of
services under this Agreement.
10. Governing Law. This Agreement
shall be construed in accordance with, and governed in all respects by,
the laws of the State of California.
11. This agreement between
Affiliate and Smashwords supercedes all prior or subsequent written and
verbal agreements or communications between Affiliate and Smashwords
regarding the terms of this Affiliate relationship.
12.
Severability. If any part or parts of this Agreement shall be held
unenforceable for any reason, the remainder of this Agreement shall
continue in full force and effect. If any provision of this Agreement
is deemed invalid or unenforceable by any court of competent
jurisdiction, and if limiting such provision would make the provision
valid, then such provision shall be deemed to be construed as so
limited.
13. Report affiliate abuse. If you believe a Smashwords affiliate is abusing the terms of this agreement, please contact Smashwords as soon as possible with detailed evidence and hyperlinks. Please address such reports to support at you know where dot com.
14. Headings. The headings for sections herein are for
convenience only and shall not affect the meaning of the provisions of
this Agreement.
15. Smashwords Corporate Address. Any notice
required or otherwise given pursuant to this Agreement shall be in
writing and mailed certified return receipt requested, postage prepaid,
or delivered by overnight delivery service, addressed as follows:
Smashwords, Inc.
Affiliate Program Management
15951 Los Gatos Blvd., Ste 16
Los Gatos, CA 95032
USA
Additional questions, comments, suggestions? Email Smashwords at support a t you know where dot com
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