Affiliate Agreement

Last updated July 5, 2022

ReviewThread may offer you an opportunity to become an independent ReviewThread Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for ReviewThread products, services, and accounts that you sell. ReviewThread reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts.  Affiliate commission is further discussed herein. See also ReviewThread’s Terms of Service, which apply to you in your role as Affiliate, unless otherwise expressly provided for.

This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, ReviewThread’s Affiliate program. By clicking “I accept the affiliate terms and conditions”, You thereby accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.

Section 1 – Parties

All references to “ReviewThread” herein means and refers to Magnet Marketing LLC, doing business as ReviewThread.  All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement. ReviewThread and You are each referred to herein as a “Party,” and collectively as the “Parties.” You agree to notify us in writing if the legal name of your business or account ownership changes within twenty-four (24) hours of such change and You certify that all such information is truthful and accurate. Notice of such changes should be sent to support@reviewthread.com.

Section 2 – Application

You agree to provide all information requested by ReviewThread in connection with Your Affiliate application, and You affirm that all information that You provide is truthful and accurate. You understand and agree that ReviewThread retains sole and exclusive discretion to determine whether You qualify for participation in ReviewThread’s Affiliate program. Not everyone who applies for ReviewThread’s Affiliate program will qualify to participate. The application to become an affiliate can be found at https://reviewthread.com/affiliates/.

Section 3 – Consent to be Contacted

You expressly consent to be contacted at the email address You provide in Your application about Your application and the Affiliate program. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties.

Section 4 – Compensation

If Your application to become an Affiliate is approved by ReviewThread, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise ReviewThread. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID.

If a prospect (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. There are some products and services sold that do not have trial periods.

Provided that the Sold Account (as defined below) remains in good status within forty-five (45) days from the Sale, You will be paid a commission for each Sold Account that generates a payment to ReviewThread in a month (“Commission”). Except as otherwise provided herein, Commission payments will be paid in the first week of each month following ReviewThread’s receipt of payment for a Sold Account, subject to the other terms of this Agreement. All Commission payments are based on the amount of fees received by ReviewThread, less sales taxes.

You will earn 25% commissions on plans made by your referral for as long as they are a customer. If they pay monthly, you’ll be paid 25% of their monthly payment. If they pay annually, you will receive 25% of their annual payment as commission. If they upgrade or downgrade, your commission will match the new payment at 25% accordingly. If they cancel, you will stop receiving commissions.

All Commissions are paid in U.S. Dollars (USD).  Some payment methods may incur processing fees that may be deducted from Your Commissions payment. Your Commission must equal or exceed Twenty-Five Dollars ($25.00) (USD) before You receive a payment from ReviewThread.

Once a Commission of $25 (USD) or more is earned, You will need to register with our third-party payment provider, PayPal.com, to receive payment of Commissions. This means You are authorizing third party companies to contact You. ReviewThread uses the online service at PayKickstart.com to authorize affiliates to promote our products and services for commissions based on sales procured for ReviewThread, subject to the terms and conditions of this Agreement. Before You can be paid any Commissions, You must connect your PayPal account to your affiliate account at PayKickstart.com, as well as provide PayKickstart a completed W-8 or W-9 tax form. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).

Non Commissionable Behavior

Affiliates will not be paid any Commissions for payments made on Affiliate’s own user account(s). Affiliates are not permitted to open a ReviewThread account under the name of another person or entity, under a fictitious name, or under any name merely for the purpose of obtaining Commissions.  Affiliates may not pay for another person’s or entity’s account. Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain sales.

Commissions are paid only for transactions that actually occur between ReviewThread and a Sale in which payment is received by ReviewThread. If payment for a Sold Account later results in a refund or chargeback, and if a Commission was paid to You for that Sold Account, then the Commission will be deducted from Your future Commissions.

If it is found that a sale came from paid traffic on search engines including Google or Bing and Affiliate did not receive written permission from ReviewThread to run search ads or pay per click (PPC) ads, Affiliate will be in violation of this agreement and commissions will NOT be paid and Affiliate’s link will be banned, making it no longer possible for Affiliate to track referrals and receive commissions.

PPC bidding is not allowed without written permission from ReviewThread.

If it is found that the traffic sent to the ReviewThread website is bot traffic or malicious in behavior, Affiliate will be in violation of this agreement and commissions will NOT be paid and Affiliate’s link will be banned, making it no longer possible for Affiliate to track referrals and receive commissions. This traffic is recognized by server errors or high traffic with extremely low conversion rates, often sent from bad ad networks or purchased email lists.

If it is found that Affiliate is emailing purchased lists or people who have not opted-in to be contacted, or sending direct messages to people on social media soliciting ReviewThread without the person’s consent, Affiliate will be in violation of this agreement and commissions will NOT be paid and Affiliate’s link will be banned, making it no longer possible for Affiliate to track referrals and receive commissions.

If ReviewThread determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be paid for such Sale, and for past sales, such payment amounts shall be deducted from Your future Commissions, and ReviewThread may terminate this Agreement immediately without ReviewThread having any liability to You.

Section 5 – Term and Termination

The term of this Agreement will begin the earlier of (i) when You click “I accept the affiliate terms and conditions” and submit; or (ii) Your participation in the Affiliate program is approved. Your participation in the ReviewThread Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party written notice of termination. If, in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of ReviewThread or otherwise, we may terminate the Agreement or suspend Your access to the Affiliate website (“Website”) at any time without notice to You. If it is found you are running paid search ads or pay per click (PPC) ads without written permission from ReviewThread, you are in violation of this agreement and we may terminate your account and not pay commissions on sales. In addition, if, based on our data, you have a dispute rate greater than 10%, we may terminate this Agreement or suspend your access to the Website at any time without notice to You. In such instances, and in our sole discretion, we may also for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by You. For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. See Appendix A, Section 2, Disclosure. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions, Bonuses, and any other payments owed to You or that may in the future be owed to You without any further liability by ReviewThread to You. This Agreement will terminate automatically if You earn no (zero) Commissions over a 12 month period.

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration, and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your ReviewThread account.

Section 6 – Additional Representations and Warranties

In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws.  If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify ReviewThread of the same within 24 hours. ReviewThread, in its sole and exclusive discretion, may immediately terminate Your participation in ReviewThread’s Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.

Section 7 – Entire Agreement

This Agreement, Appendix A below, along with ReviewThread’s standard Terms of Service, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate.

Appendix A

Additional Terms of the Affiliate Agreement and Advertising Rules

These Advertising Rules apply to all activities of Affiliate:

General Compliance

Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), data protection laws (including but not limited to the European Union General Data Protection Regulation, U.K. Data Protection Act, and California Consumer Privacy Act), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by ReviewThread that are inconsistent with, or beyond the scope of marketing materials produced and made available by ReviewThread on their website, www.reviewthread.com. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device. Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. ReviewThread retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.

Disclosure

On any website that Affiliate advertises any ReviewThread service or product, Affiliate must plainly display (i.e., not in a link, or in small font) disclaimer language, such as:

Disclosure: I am an independent ReviewThread Affiliate Partner, not an employee. I receive referral payments from ReviewThread. The opinions expressed here are my own and are not official statements of ReviewThread or its parent company, Magnet Marketing LLC.

Non-Disparagement

Affiliate is not permitted to comment negatively about or disparage the products or services of ReviewThread or any other person or entity, including without limitation the products or services of a ReviewThread competitor.

Paid Ads – Google Ads

Affiliate is not permitted to run paid search ads on Google, Bing or any other network without written permission from ReviewThread.

PPC bidding is not allowed without written permission.

If it is found that a sale came from paid traffic on search engines including Google or Bing and Affiliate did not receive written permission from ReviewThread to run search ads or pay per click (PPC) ads, Affiliate will be in violation of this agreement and commissions will NOT be paid and Affiliate’s link will be banned, making it no longer possible for Affiliate to track referrals and receive commissions.

Social Media

If Affiliate advertises on Instagram or YouTube, then each post must comply with the FTC’s guidelines on endorsements with all of the following:

  • If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media. Affiliate must also comply with all rules of each social media platform that Affiliate uses.
  1. Income and Business Opportunity Claims. Affiliates are expressly prohibited from making any claims that the use of ReviewThread will guarantee that the user will make money. If Affiliate’s recruiting efforts include claims related to income Affiliate has made from using ReviewThread or as an Affiliate, the following guidelines must be adhered to:

(a)  Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience; and

(b)   Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement:  “These were my results. Your results will vary based on a variety of factors including Your education, effort, and market factors. There is no guarantee You will make any money.”

Affiliate is also expressly prohibited from making any express or implied claims that ReviewThread is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

ReviewThread Trademarks

No logo, tagline, trademark, trade name, or trade dress (collectively, the “ReviewThread Trademarks”) owned by ReviewThread may be used, copied, or reproduced by any Affiliate except as set forth below. No ReviewThread intellectual property (or any mark confusingly similar to any ReviewThread intellectual property) is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country.

Subject to the restrictions below, approved Affiliates are granted a limited, revocable, non-transferrable, and non-assignable license to use the “ReviewThread” trade name to advertise ReviewThread online. Affiliate may not use “ReviewThread” or other ReviewThread trademarks as part of domain or website name.

ReviewThread retains exclusive ownership of all ReviewThread Trademarks and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of ReviewThread’s intellectual property.

Affiliate will be given approved brand assets to be used in marketing.

Complaint Notification

Affiliate must notify Company of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to support@reviewthread.com.

Independent Contractor

Affiliates are independent contractors of ReviewThread. It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between ReviewThread and You by virtue of this Agreement. You have no right to act on behalf of or bind ReviewThread in any way, nor share in the profits or losses of ReviewThread. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.

No Warranty; No Leads

ReviewThread does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that ReviewThread will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REVIEWTHREAD OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PERSONNEL, AGENTS, REPRESENTATIVES, OR ANY OF ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS (COLLECTIVELY, “REVIEWTHREAD PARTIES”) BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE, FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, COST OF COVER OR LOST PROFITS, EVEN IF REVIEWTHREAD OR THE REVIEWTHREAD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF REVIEWTHREAD AND REVIEWTHREAD PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO $100.

THE LIMITATIONS SET FORTH HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Indemnity

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless ReviewThread and ReviewThread Parties from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Website or Services or any third-party products or services ; (b) your violation of this Agreement; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your conduct in connection with the Website or Services or any third-party products or services. You agree to promptly notify ReviewThread or ReviewThread Parties, as applicable, of any third-party Claims, cooperate with ReviewThread and ReviewThread Parties, as applicable, in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the ReviewThread or ReviewThread Parties, as applicable, will have control of the defense or settlement, at ReviewThread’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and ReviewThread or the other ReviewThread Parties.

Governing Law and Venue

Any dispute arising from this Agreement and your use of the Website or Services will be governed by and construed and enforced in accordance with the laws of Texas, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Texas and the United States, respectively, sitting in Harris County, Texas.

Severability

If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

Modification/Amendments

This Agreement and ReviewThread’s standard Terms of Service may be modified by ReviewThread at any time, with or without prior notice to You.  Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email, or are posted on https://reviewthread.com/affiliate-agreement/. No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by ReviewThread. Your continued acceptance of Commission or Bonus payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.