This agreement states the terms between the platform and the seller. Clause 1 names each party.
1. Parties
The platform is COUNSEL: legal entity name and state of formation.
The seller is a company that lists a product on the platform.
This agreement binds the seller that accepts it.
The seller states its legal name, its state of formation, and its address at acceptance.
2. Definitions
The Acceptable Use Policy defines buyer, agent client, seller, catalog, listing, typed field, listing prose, catalog text, credential, redirect, commission, injection attempt, suspension, delist, tombstone, and reinstate. This agreement uses each of those words with that meaning.
The seller complies with the Acceptable Use Policy. That policy defines an injection attempt.
This agreement adds eight words.
- An affiliate program is the referral program of the seller.
- The program record is the record of the affiliate program that the seller states to the platform.
- A referral is one recorded redirect from the platform to the site of the seller.
- A detach is the move of a buyer to a direct account with the seller.
- A consumer delivery platform is a service that sells or delivers consumer goods or meals to a consumer through its own checkout.
- A false claim is a typed field or a prose field that states what the product does not do.
- A parity breach is a listed price, plan, or limit that differs from the price, plan, or limit the seller offers on its own site.
- A quality failure is a listing quality score below the threshold the platform publishes.
3. Territory
The platform accepts a buyer who declares a United States address only.
The seller lists for buyers in the United States only.
The seller declares its own country to the platform, and that country is the United States.
Clause 14 states how a new version adds another territory.
4. Catalog content
The seller supplies no text that instructs an agent client.
Every catalog string is data, and the platform reads no catalog string as an instruction.
The seller states a fact in every typed field, and writes true listing prose.
The Acceptable Use Policy names the banned catalog text and the consequence of it.
5. Affiliate program terms
The seller states the rate, the recurrence type, the recurrence months, the attribution window, the link template, the terms URL, the payout delay, and the minimum payout in the program record.
The recurrence type is one of lifetime, fixed months, or first invoice only.
The seller gives the platform 30 days written notice of a change to any of those values.
A change the seller makes without 30 days written notice is a program failure.
The seller gives the platform 30 days written notice before the affiliate program ends.
An end without 30 days written notice is a program end without notice.
Clause 10 states what the platform may do after a program failure.
The commission rate is not a ranking input.
6. Detach
A buyer may open a direct account with the seller and leave the platform.
The seller allows the detach on the request of the buyer.
The seller charges the buyer nothing for the detach.
The buyer loses no service on the detach.
The seller does not obstruct the detach.
7. Data on detach
The platform keeps its transaction records and its attribution records.
The platform sends no buyer email address to the seller.
The allocation of every other class of data waits on counsel. COUNSEL: the allocation of every other class of data on a detach
8. Fees
The platform earns a referral commission under the program record of the seller.
This agreement names no rate.
A fee change needs a new version under clause 14.
9. Reserve revision
This clause is not in effect on the effective date of this agreement.
The platform holds no reserve while Phase 1 runs.
Once Phase 2 settlement exists, the platform may hold a rolling reserve against a referral payment.
The platform sets the reserve percentage and the reserve period in a new version under clause 14.
The platform decreases the reserve percentage or the reserve period by 30 days written notice to the seller.
An increase of the reserve percentage or the reserve period needs a new version under clause 14.
This agreement states no reserve percentage and no reserve period.
10. Delist
The platform may remove a listing or delist the seller for a cause below, for a breach of clause 11, or on the end date under clause 13.
- An injection attempt.
- A false claim.
- A program failure.
- A program end without notice.
- A parity breach.
- A quality failure.
The Acceptable Use Policy states the usual order of a warning, a suspension, and a delist.
The platform follows one sequence for a delist.
- The platform records the delist, the cause, and the date.
- The platform revokes every credential of the seller.
- The platform removes every listing of the seller from search results, and keeps a tombstone of each one.
- A tracked link already in circulation redirects to the seller and carries no attribution.
- The platform keeps every outcome record of the seller.
The platform may reinstate a delisted seller.
11. Prohibited sellers
The seller does not list a consumer delivery platform, and does not list a product that automates consumer checkout on one.
This clause binds the seller, every affiliate of the seller, and every subsidiary of the seller.
The platform delists a seller that breaks this clause.
12. Limitation of liability
The liability of the platform to the seller has one limit.
That limit is COUNSEL: the bound insurance limit.
13. Term and end
This agreement starts on the date the seller accepts it.
It runs until a party ends it.
Either party ends this agreement with 30 days written notice to the other party.
The platform delists the seller on the end date, and clause 10 states the sequence.
A referral attributed before the end date earns under clause 5 and clause 8.
Clause 5, clause 6, clause 7, clause 8, clause 10, and clause 12 survive the end of this agreement.
14. Changes to this agreement
The platform publishes a change as a new version with a new effective date.
The seller accepts the new version before that version binds the seller.
The version the seller accepted stays in force until that acceptance.