Affiliates - Terms and Conditions

BY SIGNING UP WITH THE SKYLA "www.skylachat.com", AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS ("Agreement"). YOU HEREBY AGREE THAT YOU HAVE READ AND UNDERSTOOD ALL THE CLAUSES OF THIS AGREEMENT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN. The terms of the Agreement form the entire contract between the parties in relation to its subject matter.

YOU ("You", "Affiliate", or "Affiliates") AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU, AND THIS AGREEMENT IS ENFORCEABLE AGAINST YOU.

This is a legal agreement between you (either an individual or a legal entity), and Skyla (incorporation info*).* This Agreement outlines the rules and regulations of the Program.

By clicking the button "Sign up", "Become a partner", "Get started", "Start earning now" during registration on our Website, you represent that you are over 18 years old and agree to the terms of our Privacy and Cookies Policy and this Agreement. If you are acting on behalf of a company when accepting this Agreement and the Privacy and Cookies Policy, you also hereby declare to be authorized to perform such legal actions on behalf of that company (herein the term “you” shall mean the relevant company).

Skyla reserves the right to approve or reject any Program application at its sole and absolute discretion. Acceptance of your application to the Program is at Skyla sole discretion and neither Skyla nor its authorized representatives shall hold any liability to you in the event that your application is rejected.

• You must provide your legal full name, a valid email address, and any additional information requested in order to complete the signup process.
• You may not use the Program for any illegal or unauthorized purpose. You must not, in the use of the Affiliate account or Program, violate any laws in your jurisdiction (including but not limited to copyright laws).
• You may not use the Program to gain a discount on Skyla products for your own use or that of any affiliate or company in the same group or with common ownership of any kind. Failure to comply with this condition will make any affected sales Commission repayable with immediate effect.

You may review Skyla on your Blog and YouTube channel, add banners, and share your link with your clients and social media followers PROVIDED THAT you comply at all times with the terms and conditions of any third-party sites which you use for affiliate marketing.

• Abuse, gaming, and policy violations will result in having you banned and any existing and future Commissions forfeited.

If you contravene any part of this section, you will be considered to be in material breach of the Agreement which will allow us to terminate the agreement and claim damages.

As a condition to your participation in the Program, you agree that while you are an Affiliate, you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, or other requirements as well as industry-specific code of conducts and guidelines. (collectively, “Laws”) of any governmental authority that has jurisdiction over you, whether those Laws are now in effect or later come into effect during the time you are an Affiliate or participating in the Program, including, without limitation, during the application process. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program, you will comply with all applicable Laws that govern marketing email, including without limitation, the e-Privacy Directive, the CAN-SPAM Act of 2003, and all other anti-spam laws.

Commission for Affiliates becomes due when a customer signs up for Skyla's product and services using your unique Affiliate link on a bona fide, arm's length basis and does not cancel without liability within 30 days of purchase. The percentage of the Commission and our other rewards is as notified to you by Skyla from time to time in writing.

Affiliate commissions are approved if they are considered valid in the month after the sale. Commissions are due 30 days after they are generated. Commissions are paid out as long as there are no issues with any of the customers that the Affiliate has referred. If there is any issue, we have the right to withhold the payment, run an investigation, and release the payment once we are satisfied with the investigation.

In case of a refund, the Commission will not be payable, and if already paid, it will be adjusted from the next payout. If there is no next payout within the next 30 days, then the Affiliate will be liable to pay back the Commission immediately. Failure to make payment of a Commission paid out in error will entitle us to terminate this Agreement and claim for damages. Skyla also reserves the right to charge interest on owed payments to the maximum amount allowable by applicable law and engage debt collection agencies to retrieve such monies, the cost of which will be charged to you in addition to the debt and any accrued interest.

The minimum payout of Commission is $50.

Affiliate Commission payouts are paid for 11 months when the referral is a Skyla customer.

We reserve the right to remove abandoned Affiliate accounts from our system and terminate this Agreement with immediate effect if your balance is equal to or less than the minimum payout threshold, after a 6 month period of inactivity. In this case, any accumulated Commissions below the minimum payout threshold will be forfeited.

Where you refer a customer who is a prior client of Skyla, the payout of the Commission will be subject to manual review and approval by us in our sole discretion.

We reserve the right to withhold payments to any suspicious Affiliate, request details, and/or run through due diligence to ensure the Affiliate's traffic & methods are safe for the Skyla brand.

For the avoidance of doubt, Self-referrals will not count as a qualified “referral” and therefore will not be eligible for Commission.

Any kind of tax payable by the Affiliate on Commission is the responsibility of the Affiliate and we will not gross up any Commission in any circumstances.

We reserve the right to set off any amounts owing to us against Commission payments in cases where Commission payments have either been made erroneously or due to a misrepresentation by you. We reserve the right to counterclaim in all such circumstances.

• Inappropriate advertisements, including, without limitation, false claim(s), misleading hyperlinks, Spamming (mass email, mass newsgroup posting, etc.);
• Advertising on sites containing or promoting illegal activities;

We, in our sole and absolute discretion, have the right to suspend or terminate your account and refuse any and all current or future use of the Program or any other Skyla service for any reason at any time. Such termination will result in the deactivation or deletion of your Affiliate account and/or denial of access to your account, and the forfeiture and relinquishment of all potential or to-be-paid Commissions in your account earned or suspected to be earned through fraudulent or illegal sales or marketing methods, or overly aggressive, questionable sales or marketing methods, as determined by Skyla in its sole and absolute discretion. Skyla reserves the right to refuse service to anyone for any reason at any time.

In addition to the foregoing, Skyla reserves the right to terminate any Affiliate account at any time without disclosing the reason.

After signing up for the Program and approval of your application by us, you will be assigned a unique Affiliate code. You are permitted to place links, banners, or other graphics provided with your Code on your site, in your emails, or in other communications. Subject to the terms of this Agreement, Skyla grants Affiliates a license to use the graphics and text links provided by us both on its website and within email messages or social media for the duration of the term of this Agreement only.

Customers who receive products and services through this Program will be deemed to be Skyla customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for services sold under this Program in accordance with our own pricing policies. Package prices and availability may vary from time to time.

You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Skyla. 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 Agreement, including, without limitation, the relationship between you and Skyla.

The term of this Agreement will be effective immediately upon your acceptance into the Program and will end when your Affiliate account is terminated.

The Agreement may be modified by Skyla at any time. Your continuing participation in the Program will constitute your acceptance of any change.

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Skyla Affiliate Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Program application process. This action creates an electronic signature and binds you under a legal agreement.

All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.

Parties are free to adapt the clause to their particular circumstances. For instance, they may wish to stipulate the number of arbitrators given that the ICC Arbitration Rules contain a presumption in favour of a sole arbitrator.

When adapting the clause, care must be taken to avoid any risk of ambiguity. Unclear wording in the clause will cause uncertainty and delay and can hinder or even compromise the dispute-resolution process.

Parties should also take account of any factors that may affect the enforceability of the clause under applicable law. These include any mandatory requirements that may exist at the place of arbitration and the expected place or places of enforcement.

This Agreement will be governed by the laws of France. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

The failure of Skyla to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

This Agreement constitutes the entire agreement between you and Skyla, superseding any prior agreements between you and Skyla (including, but not limited to, any prior versions of this Agreement or any other Terms and Conditions).

We reserve the legal right to update and change the terms and conditions of this Agreement from time to time without any prior notice provided that such change does not materially affect your benefits under the Agreement. We may make amendments to the Agreement that do materially adversely affect your benefits under the Program by giving you thirty 30 days' notice (“Amendment Notice Period”) in advance prior to its effectiveness by displaying the notification in your Affiliate dashboard. Should you disagree with such an amendment, you may terminate this Agreement within the Amendment Notice Period, effective on its expiry by informing us in writing. In the event that you terminate the Agreement, only unpaid Commission above the minimum threshold outlined in Section 9 shall be paid out in such circumstances and only if you are not in breach of this Agreement. not be entitled to a refund of any Subscription Fees already paid but you shall be released from any further liability to pay such Subscription Fees from the expiry of the Amendment Notice Period. Should you fail to terminate before the expiry of the Amendment Notice Period, you shall be deemed to accept such amendment which shall forthwith be incorporated into the terms of this Agreement.

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 OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

For questions regarding the terms and conditions, please reach out to hello@skylachat.com