Affiliate Program Terms & Conditions
In addition to what's described in the FlexOffers Terms and Conditions, publishers must abide by
This Publisher Agreement (this "Agreement") is made between you ("You") and GO SMILE, LLC
(GS). Neither FlexOffers.com Marketing LLC nor any of its corporate
affiliates are parties to this Agreement.
Both parties desire to establish the general terms and conditions which shall govern advertising and
commission arrangements between You and GS, resulting from our participation in the
FlexOffers.com Affiliate Network (B2C).
TERMS AND CONDITIONS
In consideration of the promises set forth below, each party agrees as follows:
- Offers and Engagements.
- From time to time, we may post on the FlexOffers.com Affiliate Network(B2C) offers (each, an
"Offer") to pay to other participants a specified commission in return for certain advertising services
leading to a Qualifying Link (defined below).
- If You accept one of our Offers, we will have entered into an "Engagement." Each Engagement
shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any
inconsistency between the terms of the specific Engagement and the terms of this Agreement, the
terms of the Engagement shall govern.
- At any time prior to You displaying a Qualifying Link on one of Your websites, Advertiser may,
with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement
or (b) remove, alter, or modify any graphic or banner ad that we have submitted for an Offer or an
Engagement. You agree to promptly implement any request from GS to remove, alter or modify any such graphic or banner ad.
- Your Responsibilities.
2.1. You hereby agree to comply with all applicable laws.
2.2 You hereby agree that the position, prominence and nature of links on Your site shall comply
with any requirements specified in the Engagement, but otherwise will be in Your discretion.
2.3. You agree not to make any representations, warranties or other statements concerning GS, GS’s site, any of GS products or services, or GS policies, except as expressly authorized by the
2.4. You are responsible for notifying GS and FlexOffers.com Marketing LLC of any malfunctioning of the URLs specified in the Engagement (the "Required URLs") or other problems with Your
participation in the Engagement. We will respond promptly to all concerns upon receipt of Your
3.1. We agree to pay to You the commission specified in the Engagement if GS sells to a visitor to
GS’s site (a "Customer") a product or service that is the subject of the Engagement and if that
Customer has accessed GS’s site and purchased the product or service via a Qualifying Link.
3.2. A "Qualifying Link" is a link from Your site to GS’s site using one of the Required URLs or any
other URL provided by GS for use in the FlexOffers.com Affiliate Network(B2C) if it is the last link to
GS’s site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with GS site via a link from Your site and terminating when the Customer either returns to GS site via a link from a site other than Your site or the Engagement expires or is terminated.
3.3. GS shall have the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between GS and the
3.4. All determinations of Qualifying Links and whether a commission is payable will be made by
FlexOffers.com Marketing LLC and will be final and binding on both You and GS. Prices for the
products will be set solely GS in Our discretion.
- Ownership and Licenses.
4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks,
service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology
currently used or which may be developed and/or used by it in the future.
4.2. We grant to You a revocable, non-exclusive, worldwide license to use, reproduce and transmit
the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in the FlexOffers.com Affiliate Network(B2C), on
Your site solely for the purpose of creating links from Your site(s) to GS site(s) during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy,
distribute, modify, reverse engineer, or create derivative works from the same. You may not
sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such
sublicense, assignment or transfer is void.
4.3. You grant to GS a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit
any graphic or banner ad submitted by You solely for co-branding purposes or as a return link from
GS site(s) to Your site(s). GS will remove such graphic or banner ad upon Your request.
5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the
Engagement through the FlexOffers.com Affiliate Network(B2C). Termination of an Engagement shall not terminate this Agreement or any other Engagement.
5.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five days prior written notice of such termination to the other party and the FlexOffers.com
Affiliate Network(B2C). Termination of this Agreement shall also terminate any outstanding
Engagements. However, all rights to payment, causes of action and any provisions which by their
terms are intended to survive termination, shall survive termination of this Agreement.
6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and
sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the
other party and displayed on the other party's site will not (i) infringe on any third party's copyright,
patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd,
pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses,
worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its
publishers, directors, officers, employees and agents, from and against any and all liability, claims,
losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
- FlexOffers.com Marketing Required Provisions.
8.1. Each party jointly and severally agrees to indemnify, defend, and hold harmless FlexOffers.com Marketing LLC and its publishers, officers, directors, employees and agents (collectively,
"FlexOffers.com Marketing") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any
Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any
dispute relating thereto.
8.2. The parties agree that FlexOffers.com Marketing may rely on any data, notice, instruction or
request furnished to FlexOffers.com Marketing by either party which is reasonably believed by
FlexOffers.com Marketing to be genuine and to have been sent or presented by a person reasonably believed by FlexOffers.com Marketing to be authorized to act on behalf of one of the parties. In the
event of any dispute between the parties, the parties agree that to the extent the parties contact and
involve FlexOffers.com Marketing, FlexOffers.com Marketing may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of
FlexOffers.com Marketing's counsel shall be within the costs and disbursements covered by the
indemnity specified in Section 8.1 above.
8.3. The parties acknowledge and agree that this Agreement and the Engagements are only made
possible due to FlexOffers.com Marketing and that the parties shall not, for the duration of this
Agreement and for twenty-four (24) months thereafter, enter into any advertising, collaborations or
other commercial arrangements with each other in connection with their sites on the World Wide Web except via the FlexOffers.com Affiliate Network (B2C).
8.4. The parties acknowledge and agree that the nature of the Product is such that in its normal
operation it may access and download elements of software data from resources which are external
to the computer or device running the Product, such as Product enabled servers. The parties
acknowledge that FlexOffers.com Marketing has not undertaken to provide such external resources
or servers and specifically disclaims any representation or warranty as the availability, quality or
performance of such resources or whether they may contain any defects which may affect the
performance of the Product or either party's computer. FlexOffers.com Marketing shall not be
responsible for provision of any communications facilities or the costs associated with such
8.5. The parties agree that FlexOffers.com Marketing is an intended third-party beneficiary
of this Agreement.
- Limitation of Liability.
9.1. In no event shall either party be liable to the other party for any direct, indirect, special,
exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
9.2. The parties agree that the FlexOffers.com Affiliate Network (B2C) and FlexOffers.com Marketing
and its publishers, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the
possibility of such damages.
10.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
10.2. This Agreement has been made in and shall be construed and enforced in accordance with the
laws of the state of Texas. Any action to enforce this Agreement shall be brought in the federal or
state courts located in that state. If you need to send official correspondence, send it via registered
mail to GS headquarters to the attention of GS legal department.
10.3. By accepting any Offer through the FlexOffers.com Affiliate Network(B2C), You agree
that you will be deemed to have executed, and will be bound by, this Agreement.
10.4. The provisions of this Agreement are independent of and separable from each other, and no
provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any
reason any other or others of them may be invalid or unenforceable in whole or in part.